Loading...
#19-7620 (Juice Technologies, Inc. d/b/a Plug Smart) FIXED TERM SERVICE AGREEMENT # 19-7620 for Collier County Metasys NAE Replacment THIS AGREEMENT, made and entered into on this -� day of ��� 2019 , by and between Juice Technologies, Inc. d/b/a Plug Smart C , authorized to do business in the State of Florida, whose business address is 350 E. First Ave., Ste 210, Columbus, Ohio 43201 , (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 three (3 ) year period, commencing I• upon the date of Board approval oF I I on and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. 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 two (2 ) additional one ( 1 ) year(s) 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 prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) ■ Invitation to Bid (ITB) U Other ( ) # 19-7620, including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. SII The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 3.1 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 based on Exhibit B- Fee Schedule, attached hereto 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's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): • 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 project manager before payment for the fixed price contract is authorized. 1 - e -es spent by the contractor's employees and subcontractors to perform the work(number materials plus the contractor's markup). This methodology is generally used in projects in -. - e. ...,W ,_t, . •e• - .. ICU 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). 4.2 Any County agency may obtain 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. Page 2 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 0 4-4 n _•-- . == :•,. e ___ _ e : . Travel and $0.41.5 per mile Breakfast L.4444Gh $44,00 Dinner Airfare Rental car -• - vehiclea Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Actual cost of parking Taxi or Airport Limousine . 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. 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. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Juice Technologies, Inc., dba Plug Smart Address: 350 E. First Avenue., Ste 210 Columbus, Ohio 43201 Authorized Agent: Rich Housh, CEO Attention Name & Title: Telephone: (800) 518-5576 E-Mail(s): fbusupport@plugsmart.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Page 3 of 17 Fixed Term Service Agreement#2017-002(Ver.1) Board of County Commissioners for Collier County, Florida Division Name: Facilities Management Division Director: Damon Grant Address: 3335 Tamiami Trail East Naples, Florida 34112 Administrative Agent/PM: John Donatelli Telephone: (239) 252-7293 E-Mail(s): John.Donatelli@colliercountyfl.gov 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. Page 4 of 17 Fixed Term Service Agreement#2017-002(Ver.l) CA 10. TERMINATION. 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 the non-performance. 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. 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. 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. n 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 $ 1,000,000 for each accident. D. (1 Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. E. C Cyber Liability: Coverage shall have minimum limits of$ 1,000,000 per claim. : Coverage shall have minimum limits of$ per claim. Page 5 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 1D) Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. 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 thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) 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 the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, 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, 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. Page 6 of 17 Fixed Term Service Agreement#2017-002(Ver.1) CAO 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: Contractor's Proposal, Insurance Certificate(s), ❑ Exhibit A Scope of Services, Exhibit B Fee Schedule, _ RP/ C ITB/n Other #19-7620 , including Exhibits, Attachments and Addenda/Addendum, In subsequent quotes, and I I Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. 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. 19. 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. 20. 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: Page 7 of 17 Fixed Term Service Agreement#2017-002(Ver.l) `CAO 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 Tam iami 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. 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. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. Page 8 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 1 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. ❑■ CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, Page 9 of 17 Fixed Term Service Agreement#2017-002(Ver.l) fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. III TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. ❑■ PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. Page 10 of 17 Fixed Term Service Agreement#2017-002(Ver.1) S 30. 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. 31. 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. 32. 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. 33. 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. 34. I I KEY PERSONNEL. The Contractor's personnel and management to be utilized for -... •- •,.. tl - - °- e--- , - •- e , •ee -:•:. .e.. .•- wr,e• ..-• - --••-• e W,. . •w.c, •a•....... ■ 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 required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. Page 11 of 17 Fixed Term Service Agreement 42017-002(Ver.1) 0 35. • ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 1x_1 ! I I . • •—- -• - •, •• •- . --• e .._ ..• .-. - ... e —ew__ Ra•,----. .w . -e- .... A . -.,----..•. w..- w..... w .... e- - e -..• . .•.w_....e .. • -. ww..e. .C,.•. •e- •- ea —. ■w ..-w. -e••. .- „-..w•.• e - •.. C - 36. 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. 37. 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. Page 12 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 38. n SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 Fixed Term Service Agreement#2017-002(Ver.]) IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST BOARD OF COUNTY COMMISSIONERS COLLIER COU�� �� ORIDA 6. �_4�' �`' tpt, Cle•rCofCourts & 7 � Cot`(•k ..ice Alb -, # '- : a Wiil,,m L. McD e Jr. airman Dated: 7'^ . � o;Car t} �� Juice Technologies, Inc., Cont4ib 't°"flRl'itnesses: D/B/A Plug Smart Contractor By: ://,-----< Contractor's First Witness 'gnature Richard Housh, CEO Colleen Lorms TType/print signature and titleT TTyp-/' int witne- nameT lei A: Aii►�r,._ :.._ .,rte► Contra • s -cond Witness Gay Hauenstein TType/print witness nameT A{•pr. ed as to ' •rm nd Legality: IMP - 7 mill \+:6 , ount Attorney a ecc Print Name Page 14 of 17 Fixed Term Service Agreement#2017-002(Ver.1) A Exhibit A Scope of Services [•I following this page (containing 1 page/s) — this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement#2017-002(Ver.1) `C�A(� #19-7620 Collier County Metasys NAE Replacement EXHIBIT A SCOPE OF SERVICES 1. The Contractor shall install, test and go live with the new server software and client software before any of the NAEs are replaced. The VMware server will be provided by Collier County IT based on the vendor requirements. 2. At a minimum, the following shall be included: a. Architectural Diagram b. Approved Collier County TACS Document (Technical Architectural, Compatibility and Supportability Requirements Document) c. Survey all connected hardware d. Download the entire database from each NAE in Scope e. Analyze Databases for gaps, omissions, and errors f. Import files into the new controllers g. Configure points that need controlling h. Reprogram Alarming, Time Scheduling and Trending i. Create Graphics j. Points Mapping & renaming k. Debug I. Commission system m. Create As built Drawings & submittal package n. Owner training 3. The Contractor shall remove, install, program and test the new equivalent devices in an agreed upon schedule. 4. Any Building Automation devices such as (Variable Air Valves) VAVs, Outside Air Units (OAUs), Air Handler Units (AHUs), Chilled Water Pumps, Condenser Pumps, Cooling Towers Fan Motors, Chillers and any other devices that were controlled by the NAE / NIE shall be tested after the NAE / NIE has been replaced and configured by the new device. 5. The project has an anticipated award date of July 15th and shall be completed by the end of December 2019. 6. Mandatory Pre-bid Walk-thru with Question and Answer Session to be held on Friday May 10th at 10:00 am in Building W Facilities Training Room. Page 1 of 1 Exhibit B Fee Schedule following this page (containing 1 pages) Page 16 of 17 Fixed Term Service Agreement#2017-002(Ver.1) #19-7620 Collier County Metasys NAE Replacement EXHIBIT B- FEE SCHEDULE Plug Smart Summary Description Qty* Unit Cost', Lump Sum Cost NAE 57 Each $7,124.26 $406,082.82 NIE 2 Each $7,124.26 $14,248.52 Software Installation 1 Lump Sum $37,043.00 $37,043.00 Programming 1 Lump Sum $55,564.50 $55,564.50 Training Session 1 Lump Sum $5,400.00 $5,400.00 Required Servers** 1 Lump Sum $0.00 $0.00 Required Hardware** 1 Lump Sum $0.00 $0.00 $518,338.84 * Quantities may vary during installation and are used for bidding purposes **This lump sum cost is a not to exceed cost and it is the responsibility of the vendor to estimate quanitities needed. E-,-,,, Other Exhibit/Attachment Description: n following this page (containing pages) this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement#2017-002(Ver.1) ___,.....141 PLUGSMA-01 LMOORE ,a►`o�RO CERTIFICATE OF LIABILITY INSURANCE DAT/14/2DIYYYY( 5/14/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: INSocial Risk Advisors PHONE FAX 283 South State Street (NC,No,Ext):(614)942-1226 (A/C,No):(614)942-1226 Suite 102 E-MAIL ADDRESS:service@insocialra.com Westerville,OH 43081 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Cincinnati Insurance Company 10677 INSURED INSURER B: Juice Technologies,Inc dba Plug Smart INSURER C: 350 E 1st Ave INSURER D: Columbus,OH 43201 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DD/YYYY1 IMM/DDIYYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X ENP 0247224 6/13/2019 6/13/2020 PREM SESO(Ea occurrrence) $ 500,000 X OHIO STOP GAP 10,000 MED EXP(Any one person) $ X EMPLOYERS LIABILITY PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $ 2,000,000 POLICY X JECOT- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER:General Aggregate A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO X ENP 0247224 6/13/2019 6/13/2020 BODILY INJURY(Per person) $ OWNED - SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ A X UMBRELLA LIAB X OCCUR 10,000,000 j EACH OCCURRENCE I$ EXCESS LIAB CLAIMS-MADE X ENP 0247224 6/13/2019 6/13/2020 AGGREGATE $ 10,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE j E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners is an additional insured under the commercial general liability and automobile liability policies for any and all work performed on behalf of Collier County on a primary and noncontributory basis if and to the extent required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of CountyCommissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E Naples,FL 34112 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 4/11/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Alliant Insurance Services, Inc. PHON: Sharyn Parker NE 40 Stanford Drive,2nd Fir A/CC, Ext):860-269-2164 FAX No): Farmington CT 06032 E-MAIL sharyn.parker@alliant.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Berkley Assurance Company 39462 INSURED JUICTEC-02 Juice Technologies Inc.dba Plug Smart INSURERS: 350 East 1st Ave., Suite 210 INSURER C: Columbus OH 43201 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:207781162 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 ADDL SUBR POLICY EFF POLICY EXP LTR, INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY _ $ GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURYPer accident) $ AUTOS ONLY AUTOS ( HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPR IETOR/PARTNER/EXECUTIV E OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Contractor's Pollution PCXB-5008462-0419 4/15/2019 4/15/2021 $2,000,000 Ea Claim $2,000,000 Aggr Professional Liability $2,000,000 Ea Claim Protective Indemnity $2,000,000 Ea Claim $2,000,000 Aggr $2,000,000 Aggr DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) ADDITIONAL COVERAGE LIMITS: Technology Professional Liability: $2,000,000 Each Claim/$2,000,000 Aggregate: Retroactive Date 1-15-2015 Biological Pollution Liability:$2,000,000 Each Claim/$2,000,000 Aggregate Cyber Liability: $1,000,000 Each Claim/$1,000,000 Aggregate Media&Personal Injury Liability: $2,000,000 Each Claim/$2,000,000 Aggregate Mitigation: $500,000 Each Claim/$500,000 Aggregate Site Pollution Liability for Insured Property: $1,000,000 Each Claim/$1,000,000 Aggregate Collier County Board of Commissioners is included as additional insured as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail E Naples FL 34112 AUTHORIZED REPRESENTATIVE • ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AA CORE) DATE(MMroOlYYYVj CERTIFICATE OF LIABILITY INSURANCE 0E/30:19 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services,Inc of Florida NAME: Aon Risk Services.Inc of Florida 1001 Brickell Bay Drive..Sale 01100 PHONE i FAX Miami,FL 33131.4937 (A/C,No.Est):800-743-8130 1(A/C,No):800-522-7514 EMAIL ADDRESS: ADP.CO1.Center@Aon.corn INSURER(S)AFFORDING COVERAGE NAIC# INSURER A; Illinois National Insurance Co 23817 INSURED INSURER B: ADP TotalSource CO XXI.Inc. 10200 Sunset Drive INSURER C: Miami,FL 33173 ALTERNATE EMPLOYER INSURER D: Juice Technologies,Inc.DBA Plug Smart INSURER E; 350E.1st Avenue Suite 210 Columbus,OH 43201 INSURER F: COVERAGES CERTIFICATE NUMBER:2530999 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 SLICK POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SI-TOWN ARE AS INSR TYPE OF INSURANCE ADM_SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR MD _(MM/DD/YYYY) (MWDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(La occurrence) S MED EXP(Any one person) -- _ PERSONAL S ADV INJURY `s GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S POLICY I I PROJECT I I LOC PRODL/CTS-COMP/OP AGO_ :. OTHER $ - COMBINED SINGLE LIMIT ' AUTOMOBILE LIABILITY (Ea accident) s ANY AUTO BODILY INJURY(Per person) B OWNED —SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) S HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ UMBRELLA UAB OCCUR EACH OCCURRENCE d IEXCESS LIAB CLAIMS-MADE AGGREGATE t DEC RETENTION S , WORKERS COMPENSATION X PER OTH- A AND EMPLOYERS'LIABILITY Y/N WC 080371933 FL 07/01/19 07/01/20 STATUTE ER ANY PROPRIETORJPARTNERJEXECUTIVE OFFICER/MEMBER EXCLUDED? N I A E .EACH ACCIDENT $ 2,000,000 (Mandatory in NH) E .DISEASE-EA EMPLOYEE $ 2,000,ODO N yon dCXritfY under DESCRIPTION OF OPERATIONS below E DISEASE-POLICY LIMIT $ 2,000.000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for JUICE TECHNOLOGIES.INC DBA PLUG SMART,paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above stated policy. JUICE TECHNOLOGIES, INC.DBA PLUG SMART is an alternate employer under this policy. CERTIFICATE HOLDER CANCELLATION Colter County Board of County CommissionersSHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 Tamiami Trait E THE EXPIRATION DATE THEREOF- NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 0gon ckak 8etviceb, Ibtte of prioticia ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Berkley Assurance Company Declarations Page Berkley Construction Professional Applicable Surplus Lines Notice THE INSURANCE HEREBY EVIDENCED IS WRITTEN BY AN APPROVED NON-LICENSED INSURER IN THE STATE OF OHIO AND IS NOT COVERED IN CASE OF INSOLVENCY BY THE OHIO INSURANCE GUARANTY ASSOCIATION. PERFORM-10003(05-16) PCXB-5008462-0419 Juice Technologies, Inc.dba Plug Smart Page 1 of 4 Berkley Assurance Company Declarations Page Berkley Construction Professional NOTICE: THIS IS A CLAIMS MADE AND REPORTED POLICY (EXCEPT FOR COVERAGE C). SUBJECT TO ITS PROVISIONS, THIS POLICY (EXCEPT FOR COVERAGE C) APPLIES ONLY TO CLAIMS WHICH ARE FIRST MADE BY OR AGAINST YOU DURING THE POLICY PERIOD OR THE OPTIONAL EXTENDED REPORTING PERIOD, IF APPLICABLE,AND FIRST REPORTED IN WRITING TO US IN THOSE PERIODS OR THE AUTOMATIC EXTENDED REPORTING PERIOD. UNLESS SPECIFICALLY PROVIDED OTHERWISE, CLAIM EXPENSES ARE INCLUDED WITHIN AND REDUCE THE LIMIT OF LIABILITY, AND ARE SUBJECT TO ANY APPLICABLE SELF-INSURED RETENTION. PLEASE READ THE ENTIRE POLICY CAREFULLY. Item 1. Named Insured: Policy Number:PCXB-5008462-0419 Juice Technologies, Inc.dba Plug Smart Premium: $21, 960.00 Item 2. Named Insured Address: Surplus Lines Tax: $ 1,098.00 Suite 210 Totals: $23, 058.00 350 E. 1st Avenue Columbus, OH 43201 Item 3. Policy Period: Effective Date:April 15,2019 Expiration Date:April 15,2021 (Both dates at 12:01 a.m. local time at the address of the Named Insured) Item 4. Limits of Liability A. B. Insuring Aggreement Limit of Liability Each Claim or Limit of Liability in the Aggregate First Party Claim for Each Coverage for the Policy Protective Indemnity $2,000,000 $2,000,000 Professional Liability $2,000,000 $2,000,000 Contractor Pollution Liability $2,000,000 $2,000,000 Cyber Liability $2,000,000 $2,000,000 Media&Personal Injury Liability $2,000,000 $2,000,000 Mitigation $1,000,000 $1,000,000 Litigation Attendance Reimbursement $500 $10,000 Disciplinary Proceedings Defense Expense $10,000 $10,000 Subpoena Defense Expense $10,000 $10,000 ADA and FHA Defense Expense $10,000 $10,000 Corporate Reputation Rehabilitation $10,000 $10,000 Protective Claim Bankruptcy Litigation Expense $10,000 $10,000 Reimbursement Building Information Modeling-Extra Expense $10,000 $10,000 Emergency Expense $1,000,000 $1,000,000 C. Limit of Liability in the Aggregate for All Coverages Described in Section I.of this Policy for the Policy:$2,000,000 PERFORM-10003(05-16) PCXB-5008462-0419 Juice Technologies, Inc.dba Plug Smart Page 2 of 4 Berkley Assurance Company Item 5. Self-Insured Retention A. B. C. Insuring Aggreement Each Claim or First Aggregate Maintenance Party Claim Protective Indemnity N/A N/A N/A Professional Liability $10,000 N/A N/A Contractor Pollution Liability $10,000 N/A N/A Cyber Liability $10,000 N/A N/A Media&Personal Injury Liability $10,000 N/A N/A Mitigation $10,000 N/A N/A Emergency Expense $10,000 N/A N/A Item 6. Retroactive Date Insuring Aggreement Retroactive Date Protective Indemnity 04/15/2017 Professional Liability 01/15/2015 Contractor Pollution Liability N/A Cyber Liability 04/15/2017 Media&Personal Injury Liability 04/15/2017 Mitigation 04/15/2017 Item 7. Premium: $21,960 Terrorism Risk Insurance Program Reauthorization Act of 2015 Premium: $0 Item 8. Forms and Endorsements Applicable to this Policy: Policy Form: PERFORM-10002(05-16); 1 BCP-10003(12-15) Service of Suit 2 BCP-10005(12-15) In Witness-BAC 3 BCP-10007(12-15) Fraud Notice 4 BCP-10008(01-16) Policyholder Disclosure Notice of Terrorism Insurance Coverage 5 PERFORM-10004(01-16) Nuclear Energy Liability Exclusion Endorsement 6 PERFORM-10005(01-16) Terrorism Exclusion Endorsement 7 PERFORM-10006(01-16) Cap on Losses from Certified Acts of Terrorism Endorsement 8 PERFORM-10007(11-18) Schedule of Named Insureds Endorsement 9 PERFORM-10028(03-16) Biological Pollution Liability Endorsement 10 PERFORM-10029(02-16) Defense Costs Outside the Limits Endorsement 11 PERFORM-10052(12-17) Site Pollution Liability for Insured Property Endorsement-Sudden &Accidental Form B 12 PERFORM-10118(02-19) Responsible Entity Waiver of Subrogation Affirmation Endorsement 13 PERFORM-11001 (01-16) Deletion of Specified Conditions Endorsement 14 PERFORM-11003(01-16) Amendment of Specified Definition Endorsement 15 PERFORM-80001 (02-16) Claims and Circumstance Reporting Guidelines Item 9. Producer: R-T Specialty, LLC,2465 Kuser Road, Suite 202, Hamilton, NJ 08690 PERFORM-10003(05-16) PCXB-5008462-0419 Juice Technologies, Inc.dba Plug Smart Page 3 of 4 Berkley Assurance Company These Declarations along with the Policy Terms and Conditions purchased as part of this Policy shall constitute the contract between the Named Insured and the Insurance Company. Authorized Representative: Date Issued: April 10,2019 PERFORM-10003(05-16) PCXB-5008462-0419 Juice Technologies, Inc.dba Plug Smart Page 4 of 4