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Backup Documents 03/10/2020 Item #16E 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16 E 1 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 3/ 2. County Attorney Office County Attorney Office / � s 3��-aa 4. BCC Office Board of County S3S �,�, Commissioners A S 3. Ig Oa') 4. Minutes and Records Clerk of Court's Office 3-16-7?? - 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,ma;"need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was MARCH 10, 2020 Agenda Item 16.E.1. Approved by the BCC Number Type of Document CONTRACT Number of Original 2 Attached Documents Attached PO number or account N/A 18-7312 InfoSend, Inc. fka number if document is InfoSend, Inc. fka (Southwest Direct) to be recorded (Southwest Direct) INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 03/10/2020 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. Adak this line. 9. Initials of attorney verifying that the attached document is the versio •. F; .A is not BCC,all changes directed by the BCC have been made,and the docur�� * ;.,I h � � � . ,� . $P-' .,�'option for, Chairman's signature. alis line. MAR 1 0 Z02- Risk Management 16E I MEMORANDUM Date: March 18, 2020 To: Ana Reynoso, Purchasing Tech Procurement Services From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #18-7312 (Assumption Agreement) Contractor: InfoSend, Inc. Attached, is an original copy of the contract referenced above, (Item #16E1) approved by the Board of County Commissioners on Tuesday, March 10, 2020. The second original contract has been held in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment 1 6 E ASSUMPTION AGREEMENT This ASSUMPTION AGREEMENT is made and entered into on this 1O of 'C ,e , 2020 by and between InfoSend, Inc., ("InfoSend") and Collier County, a political subdivision of the State of Florida("County"). WHEREAS, on June 26, 2018 (Agenda Item 16.C.7), the County awarded Agreement #18-7312"Printing and Mailing Services"to SouthWest Direct,Inc., for the printing and mailing of Collier County Water-Sewer District(CCWSD)water,wastewater,and irrigation quality water utility bills hereinafter referred to as "Agreement" and attached hereto as Exhibit A together with the First Amendment dated January 11, 2019; and WHEREAS, on November 12, 2019, InfoSend, as Buyer, executed an Asset Purchase Agreement with SouthWest Direct,Inc.,as Seller.,acquiring certain tangible and intangible assets; and WHEREAS, InfoSend, hereby represents to Collier County that by virtue of this Asset Purchase Agreement, InfoSend is the successor in interest to in relation to the Agreement. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement,and for other good and valuable consideration,the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. InfoSend accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. InfoSend will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to Contractor shall be directed to: InfoSend, Inc. 4240 E. La Palma Avenue Anaheim, CA 92807-1816 Main Phone: 714-993-2690 Attention: Roxana Weil, Executive Vice President 5. The County hereby consents to InfoSend's assumption of the Agreement in order to continue the services provided under Agreement #18-7312. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat InfoSend as the Contractor for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. Page 1 of 2CD 16E 1 IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. King„eg, Clerk„or Court& COLLIER COUNTY,FLORIDA Comptroll%4 , '••.•••,..64- e'l tot '• C' c. :I4,..i s',,' ' "- ,, ; 7 Ag ,e-e•Aa By: airAA.(;' 'IrS:4:2- •C • By: A I• ir. 4....* goal , Deputy Clerk Burt L. Saunders,Chairman Wife Nihr5gset signature only. Contractor Witnesses: CONTRACTOR: • INFOSEND,INC. yfridap Ar. . io...,.. / I By: cv--2 Firs fitness Sig;:re SI /c1E2-44 g"e5;d14-j- Oy0+h(a OUTZ,(nO TType/print signature and fillet TType/print witness namet a Second Witnis ' .,\`\.t3, Z.6k,n TType/print witness nameT Approved til oi and Legali • , By: I A f Count ttem# liaEl. . : Agenda. 2• Date -I t.-20 Rec'd I eputy Clerk i lip [ Page 2 of 2 1 A. EXHIBIT 16E I FIXED TERM SERVICE AGREEMENT # 18-7312 for Printing and Mailing Services THIS AGREEMENT, made and entered into on this t 1pAk` day of ,`(\Q, 2018 , by and between Southwest Direct Inc. , authorized to do business in the State of Florida, whose business address is 2129 Andrea Lane Fort Myers, FL. 33912 , (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 Ill upon the date of Board approval or 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 I Purchase Order❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Ii Request for Proposal (RFP) invitation to Bid—(-I-T-B4 P] Otis ( ) # 18-7312 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ISI 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) 16E 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): I U Lump-Sum-(-Fixed Price): A firm-fixed total-price offering for a project,-the-risks-are • - :e e•• •= - • e •_ e• e ; •- e '•ess practice there are no hourly or material invoices presented, rather, the contractor must perform to the s_ - _ •e• e •_ _e_• ' e eject manager-befe e- • _e e '_t e• - - isauthorized- ^_ a�aals Tkaa Sa_ _e _:_ e e- •: _e• _ctor for the-amount of labor time so:• e •: -e• - - e '- =••e e :es-and-subcontractors to perform the work(num-ber of hours times hourly rate), and f quipment used in the project (cost of materials plus the contr. _ e '_ ••- -e . •'s methodology-is-generally-used in projects in • _• • - •e e e--'e : e -ccurately estimate the size of the projector-when it is expected that-the project r:e-. :•.:• - • e- e ••a-t likely change. As a general business-practices these contracts include-back-up da ost-; '• e•-t- e- e .•- .9: •_••eer of hours worked and billing rate by position (and not company (or subcontractor) '••- -•'•• • • . • • •• . -. ...-. a . .. . •- ..a documentation for the project. II 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/12017-002(Ver.1) ( ) 1 6 E 1 4.4 _, (check---i -a{aplicable)—T-ravai-and---Reim-b-u-rsa-ble Expenses; Travel and Raimb-u-rsabi a approved in advance in writing by the County. Travel expens ed-as--pec-Section 112.061 Fla. Stats, Reimbursements shall-b= _ •- e e • '•• - _ : Mileage $0.414.5 per mile Srea-kfast $6.00 Lunch $1140 Baer $19.00 Airfare • _ __ '_ : _t_ •••• :e e e_ .- er coach class fare Rental car ' - -- =• _ _e_ •••' _e e _e•-e_ - e - - •e- ee -• - vehicles Lodging Actual cost-of-lodging at single occupancy-rate-wit -a cap--of-no-mo = •_• _S.o S et •.e• Rark+ng ' - -- -•_ e e_ '•e _ Taxi or Airport Limousine Actual cost of either-taxa--er-airport limousine i ems other than travel exp:•-=- -•- e= '••' :e e he following: telephone lone e'- - •-: -•- a--, - --a a=-, e•e e_ee '•e _•_ a:_ - •e ee_ -ea. Reimbursable items-wii •= ch.'. e• _ _ _ e• - _ e as--provided all receipts. Contractor shall-be responsible for all other costs--and expenses associated-with-actvities-and-salici-tatiens ••e• e• • .• • • •. -•.-• 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: SouthWest Direct Inc. Address: 2129 Andrea Lane Fort Myers, Florida 33912 Authorized Agent: Mariusz Bielecki, President Attention Name & Title: Telephone: 239-768-9588 E-Mail(s): marty©swdirect.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 42017-002(Ver.l) °Pa 16E 1 Board of County Commissioners for Collier County, Florida Division Director: Joe Bellone Division Name: Utilities Finance Operations Address: 4420 Mercantile Avenue Naples, Florida 34104 Administrative AgentJPM: Vanessa Soriano, Revenue Supervisor Telephone: 239-252-6035 E-Mail(s): Vanessa.Soriano@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 42017-002(Ver.1) 16E1 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. (AI 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. H Business A-uto Ce s ati have minimum limits of $ Per Occurrence;Gombihed-Stnge-Limit for Bodily Injury Liabifity-arid Rroperty..Damage-L-ability- This shall include: Owned Vehicles, Hired and-Won-Owned Vehicles-acid-€mpl ership. C. II Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 100,000 for each accident. 13- ^ Profess.ionaf-Liability: Shall be-maiatainad-by-tfhe Contractor to ensure its legal liability for claims arising out of the performance of professional-services under this Le ::••:• , _e• _ _ e _. __ . _ .e•t of recovery against County as to any claims-under this insurance. Such insurance shall have limits of not less than $ each claim and aggregate. E. Cyber Liability: Coverage shall have minimum limits of$ 1,000,000 per claim. : Coverae_ -•_ •- _ •• • ••-•• .mits of $ per slairn:- 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 Page 5 of 17 Fixed Term Service Agreement#2017-002(Ver.1) ,Jbo 16E1 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. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Utilities Finance Operations Page 6 of 17 Fixed Term Service Agreement#2017-002(Ver.l) 16E 1 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), 0 Exhibit A Scope of Services, Exhibit B Fee Schedule, ❑ RFP/ ❑ ]TB/_ Other # 18-7312 including Exhibits, Attachments and Addenda/Addendum, ❑ ❑ 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: 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: Page 7 of 17 Fixed Term Service Agreement#2017-002(Ver.1) S 16E1 Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law, 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 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. 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 Contractor may nullify the whole or any part of any approval for payment previously issued and the Contractor may withhold Page 8 of 17 Fixed Term Service Agreement#2017-002(Ver.1) Opo 16E1 any payments otherwise due 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, -e e•-• -•e • _- _ ••- : '- - -using out of the Work. At-##a-completion of the Work, Contractor skull-remove-all debris, rubbish-and- -- : ••- _ - ea. _ •e _e e_ •: reject site, as-well as all tools, appliances, construction equipment-acne ••- -•••:• _ •e -_ e .•, - _•e . e •t: • e'- 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-wa - • . • . •: e.eds, materials and-dor equipment coveree e ••- •e =•••-• . -e• e •• e-the-rets-as specs ed and. the-purpose intended. Goods shall be delivered free from any security interest or other Gen, encumbrance or claim of any third party. Any s=• -t- e e 'e:e -•e: •'_ it ternent shall be provided in accordance with generally accepted professional standards for the and payment by the County. e• - _ a - .._ - - • - e •_ _e_• .- - ••_ - .- - - •a _,_ ,..:. _ . _.a. _.e t the Contract Docum=• - -•_ eee •_ •_ _ _e••:_ to __ to _ _te _. •te •, e•t- • - •e e- -= ' • • - • _ _ 'e•_ a •_ - ee - e = ••-•fabricators, suppliers or processors--exce se provided-JOT-in-the-Contra ct 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-far-and-pay Page 9 of 17 Fixed Term Service Agreement#2017-002(Ver.l) o�aa 16E1 for replacement-or-repair of adja--• ma- _ - - ! ► e • . •.-• ••- •e-damaged-as-a- suit of such replacement -or repair. These warranties are in additive-to--those-implied warm e-County-is-entitled-as a matter of law. 26. 1 I TESTS-AND-IN • • _ •- !• tIoG u-• • • ••- e e.• . e -! .e• e • . e •e • •! •. ,e• e • e. :bt to t. • ee 'e• e •- 1 _ • e et _P GIfI a '_! - -' -- =-! a _ ee a _• - •'-• e •= -e-• •: :e -' -! _: "_. -_ e '•-lection, testing or approval. All -e-- 'e•-, =- - e _ ee e - - -•- e:-e ••:d in e manner and by organizations acceptable to the County. 27. -gROTF ti-OF--WogK. A-.--Con-tractor--shall fully-pro from--loss or damage-and-shall bear the cost of-any such loss-or-damage until final payment has-been made: if-Contractor or _ • e•: e . •e•• _ctor is I _ e - _ :_e e•-'ele for any loss or damage con a- a -, -e' - - a _•_ et _•_ •-• • • __ ••-, -•• - • ••••':. '= ---- to-replace such loss or damage shall be deducted fro•• _• - ••e_• _ e..: -!• - _ e _ e• _ _ a _•_ •! e_e •e .- ••• _ • e_ • a - ' - - . - e ! !_e-! '• _ • manner that will endanger th- - -- - :, -- --- --- - - - --e :_ _ • e. e • Work-or--adjacent-bro-perty to stresses-or-pressures that will endanger-it- C--Contractor shall not disturb-any-b:•_•••- -- _ ! -sed-by the Coun-ty-wi-th-respect to the Project. l-f--Contractor, or its subcontractors, agents or anyone, for-whom Contractor is legally liable, disturbs-the-C-ounty's-benchmarks, Contractor shall immediate •e •• •- -e-• . •: _e-my-shall re-establish the-benchmarks-and Contractor hall be-liable-for-all costs incurred by the County associated-therewith- 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form 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. 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. Page 10 of 17 Fixed Term Service Agreement 42017-002(Ver.1) O�i.11 16E1 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. 11_11J KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the • right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. Li ' - ' . - A 1 - •: Contractor's personnel and management to be utilized •'- ' e ==••=• -•. et •e :dgeable-in-their areas of expertise. The County rase :. •, - •• -. ' 'e• -s may be deem_. .- - • - :•.- t •- _e••e• • e: _e•_ e- se '• •- e:-.•e .•_ •_: e •t Le _-..x. . •, _e• _ _ - -•- - --'.• - - ••- • -=-e - - - •- - • e .e••e : _ _e.' =dservices onatimely basis, and each person assigned shall b= - -. - - = - - • - ••-_• e ...t •-- . e ••':: requ+red-se v ces- Page 11 of 17 Fixed Term Service Agreement#2017-002(VJ UJ 16E 1 35. II! 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. ORDER OF PRECEDENCE (G�ran+t undec4,-4n-tlae-event of any conflict betwea -or among-tie-ter-ms of any of the-Contract Documents and/o d-agpreved Executive Su nmary, the terms of the Agree••=• -•: e __-deice--aver the terms of ala-other Contract Documents, except-the-terms of any S_e e _••_• - - e•e. s ns_sh 1I4ake ement. To the extent any conflict in the terms of the Contract -Documents-cannot-be resole n of the Supplemental Condi-ti-ons, if any, or the-Agreement;--the-ooriftict--shall_be-resolved by imposing the-more strict or costly obligation under the Contract Documents upon the Contra_ e - - e-• '_ e'-- : '•• 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 $500 per incident. 38. 7 SAFETY, All Contractors and&u-bcontractors performine -= '-= • -• .= _•_• _ equirid-and-shall comply with all Occupational Safety and Health Administration (OSHA), -•e -'-' -_ . •. --- .- 'e._ -:_ • - _ .._ ._ - .. :• . •- applicable - -- ..•4 - - e' • ' , - --• - - - - - •• • •• ' - -•- 'e-rasiaansible fc Page 12 of 17 Fixed Term Service Agreement#2017-002(Ver.l) 16E 1 the-safety-of-their-empioyees and any unsafe acts or conditions that mai-cakise-iniury-or damage to any persons or pro-:• ' •'• -•e - e-nd the work site, Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collie - e- • - , e ,':• - • ' atlt-of-way p_u_rpe e .•_•:- • e _ • _-• -_ e '_ e e eerations. This provision is non- negotiable-by--any division/department and/or Contractor. All applicable OSHA inspection - ' _ _ ,ee _ e-tractor rie• -, • • ••= : -=e ''• - e• - _ e - eo-not-have •: 'e• e .j ._ e low OSHA onto a proj-- •- • a. e:•e —ed on Collier County Property. Collier-Gs-• , -- •- e •- e •- e e eerty_ wh: : •: e e':.- - - '•e e mall bei- e• :• • - e :• e - --- - ----- e •: e e'-- . However, this decision shall--only-be made by Collier-Co- • '_ i i- •-e-••-• �' '-'e n c-,fety M n an$r ndIor Safety-Engineer, (Intentionally left blank-signature page to follow) ti Ipp 1-- Page 13 of 17 Fixed Term Service Agreement#2017-002(Ver.1) O¢J f 16E 1 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF;/•U ,...'Y COM y y'i.,ERS CRYSTAL K.kINZEL, COLLIE- OU v Y FLOR;�,.'. '" INTERIIv p. 1Zic:'O.p , i , .— ;:c.`3,.. ,4 By: , 'l/uq 1-, 0'C . By: ''-� ' ' Andy Solis, Esq. , Chairman Dated: ��'7,., . ' (' A &h as to Chainnan's contraMAI`surOV►INeesses: South West Direct Inc. Contracor i 1- B � 1 . J £ 'r ' By: C•n rector's i- Witness A Signatu e 1/ .N11 ',-fy c A/71 WO N.I C no 15 TType/print signature and titleT TT pe/print witness nameT /Litl Ai4 ),J\--------- Con:ractor's Seco`fd Witness Ac\ fc. 1) 464-WC.-0 TType/print witness nameT Apr. o ed as t. •r r and Legality: _L. r, Jr County Attorney Print Name Page 14 aril Fixed Term Service Agreement#2017-002(Ver.I 16E1 Exhibit A Scope of Services Fill following this page (pages 1 through 2 ) 7 this exhibit is not applicable is Page 15 of 17 Fixed Term Service Agreement 42017-002(Ver 1) 16E 1 SCOPE OF WORK The selected contractor shall be responsive to the Financial Operations/Utility Billing Customer Service (FOS/UBCS) requirements below and provide costs which will be inclusive of labor, equipment, materials and other services to complete the entire scope of service. 1. Data, Security and Technical Support a. Provide a secure FTP site, or approved equivalent, for FOS/UBCS to send, and the vendor to receive the daily files from FOS/UBCS in the format identified by the County. b. Provide all technical support staff, software and equipment to complete the entire scope of work. c. Ensure that the County's data is protected, secured and not shared with third party vendors, or other individuals, in accordance with local, state and federal regulations. d. Provide a "1-800" toll free or local telephone number for FOS/UBCS support; telephone support must be between 7:OOAM-5:OOPM (Collier County Local Time), Monday-Friday. e. Provide a four(4) hour, or less, response time for technical calls. f. Provide for an escalation of issues system, along with contract names, telephone numbers and emails. g. Provide for redundant data and equipment delivery systems in the event of a declared or undeclared (by the County) disaster. A disaster is defined as fire, weather related, or other catastrophic loss of operational capability at the vendor's primary location for the execution and delivery of service in this RFP. 2. Internet Site a, The vendor is required to upload customer bills to the vendor's website on completion of each cycle printing and maintain a minimum of eighteen (18) months of bills for each account. FOS/UBCS customers will access this site via a link from the County's online account access website. FOS/UBCS will replicate the printing of bills from this site in the event customers do not have access to the Internet. Any inserts will be uploaded to the vendor's website as well as the County's website. 3. Design, Print, Meter and Mail Services a. Provide complete FOS/UBCS invoice (bill, insert and envelope) design, printing, metering and processing of all bills per approved FOS/UBCS prototype acceptance. Bills must be printed with the following names, addresses, bar codes, OCR characters, plus billing usage information and graphical images (graphical images may or may not apply), per FOS/UBCS specifications. b. Provide for on-going changes to design of bills or inserts at the request of FOS/UBCS. Quotes will be provided for all bill design changes and inserts printed by vendor. Quotes for inserts should include a per thousand bases as well as full customer base distribution. c. Provide for a maximum of two one page "8 1/2 X 11" inserts or one "8 % X 14" folded insert, with option for multiple pages. Collier County would like to have quotes for printing in the range of 70,000 flyers. Inserts can be flyers, brochures, etc. d. FOS/UBCS data sent to the FTP site by noon each day must be processed, printed, metered and mailed the same day. Data sent after noon, must be processed, printed, metered and mailed by noon the following day. e. The customer due date that is printed on the bills must be twenty (20) days from the date the bill is printed (i.e. if the print date is 10/1/17, the customer due date is 10/20/17). f. Provide for separation of bills that are printed (i.e. customers using bank drafts and other auto pay methods will not receive return envelopes or targeted messages). 16E1 g. Provide for separation of bills where customers have elected to receive email notification of a-Bill availability via the County's website and send emails as appropriate. h. Provide for email delivery failure notification with rejection codes by billing cycles. i. Provide for the printing of duplicate bills to a secondary address based on data in the bill file. j. Provide for the lowest prevailing first-class meter rate available for the Utility bill metering. k. Outgoing bills via USPS should be post marked with a Florida (preferably Collier or Lee County) post mark, unless mailed under a disaster condition. I. Bills must be printed so that the use of return paper, envelopes, postage, etc. by billed customers is minimized. m. Provide for daily reports in Excel format of what has been printed, mailed, metered by class, etc. n. Provide reports for reconciliation of fees charged to Collier County. 4. Miscellaneous a. Vendor will be required to comply with USPS Cass/Mass Standards (notification of non- compliance is to be reported in written format to Collier County within one (1) business day of notification by the USPS). b. Vendor will also have certification of USPS NCOA — Link system (notification of non- compliance to be reported in written format to Collier County within one (1) business day of notification by the USPS). c. Ensure compliance with USPS address verification/validation. d. Demonstrate the use of "environmentally friendly products" (inks, paper, etc.) without additional costs to this contract. e. Demonstrate a quality assurance program monthly to ensure that bills are being printed properly, metered and sent from the supplier's location. f. Provide reasonable training to other county divisions to incorporate similar bill, print and meter services for the same cost. g. Compliance/adherence to: 1. Attachment provided: County's Bill Format 5. Disaster Recovery Plan: a. Provide for disaster recovery plans in the event the distribution facility is down; recovery is of the utmost importance and service must be reinstated within forty-eight (48) hours of the disaster declaration by Collier County. b. Use of third party vendors during the disaster must adhere to all of the terms and conditions of this contract, including the security of the County's data. c. Disaster recovery facilities must be provided from outside of the State of Florida. Bills must be mailed on same schedule reported in 3.D post mark and color printing requirements may be eased in a disaster scenario. Oyu 16El Exhibit 8 Fee Schedule following this page (pages 1 through 1 ) • Page 16 of 17 Fixed Term Service Agreement 42017-002(Ver.I) 16E 1 FEE SCHEDULE Scenarios Price for Design,Printing, Postage Price per Piece(assumes Sorting,Mail Preparation volume of 70,000 per month) (assumes volume of 70,000 per month) A prototype of typical bill with no $0.138 $0.403 per piece(Domestic) inserts, including bill and return Price per piece envelope $1.15 per piece(Canada) $1.15 per piece(International A prototype of typical bill with no $0.133 $0.403 per piece(Domestic) inserts assuming bank draft Price per piece $1.15 per piece(Canada) $1.15 per piece(International) A prototype of typical bill with $0.138 $0.403 per piece(Domestic) inserts and return envelope Price per piece $1.15 per piece(Canada) $1.15 per piece(International) eBill notification through registered $0.133 Not applicable email address via the Internet (no Price per piece printing,no envelope,no inserts) Printing of 8 '/2"X 11" 4/0 no bleeds-$3,377 50#white offset inserts 2/2 no bleeds-$3,573 4/4 no bleeds-$6,156 Above prices are for 70,000 inserts 4/0 no bleeds-$48.24 2/2 no bleeds-$51.04 4/4 no bleeds-$87.94 Price per 1,000 inserts Printing of 8 '/2"X 11" 4/0 no bleeds-$4,254 90#gloss inserts 2/2 no bleeds -$4,976 4/4 no bleeds-$6,156 Above prices are for 70,000 inserts 4/0 no bleeds-$60.77 2/2 no bleeds-$71.09 4/4 no bleeds-$87.95 Price per 1,000 inserts Note: above pricing is for printing of statement inserts only. Any variation in insert size or paper stock will require a quote, Likewise, any stand-alone direct mail projects will be quoted on a project by project basis. U�.a 1 6E 1 Other Exhibit/Attachment Description: E following this page (pages through _) III this exhibit is not applicable 1Y III. Page 17 of 17 Fixed Term Service Agreement#2017-002(Ver 1) p) Client#: 581763 INFOSENDI 1 6E 1 ACORDM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)3/12/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Rocio Gutierrez Marsh &McLennan Agency LLC PHONE 949-425-7301 FAX Marsh &McLennan Ins. Agency LLC {AICA No,Ext): (A/c,No): g y ADDREss: Rocio.Gutierrez@MarshMMA.com 1 Polaris Way#300 INSURER(S)AFFORDING COVERAGE NAIC# Aliso Viejo, CA 92656 INSURER A:Federal Insurance Company 20281 INSUREDINSURER B:NOVA Casualty Company 42552 InfoSend, Inc. s London 555555 Underwriters at Lloyd's INSURER C: Y ' 4240 E La Palma Avenue • INSURER D: Anaheim, CA 92807 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 EFF POLICY EXP/YLIMITS LTR INSR WVD POLICY NUMBER (MM/DDYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 36031149 02/01/2019 04/01/2020 1,000,000 X 1,000,000 X BI/PD Ded:5,000 X 10,000 1,000,000 2,000,000 X POLICY JECOT LOC Included OTHER: A AUTOMOBILE LIABILITY 73587120 02/01/2019 04/01/2020 (EaacBcideDtSINGLELIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR 79896856 02/01/2019 04/01/2020 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ B WORKERS COMPENSATION BBWWK1000066300 02/01/2020 02/01/2021 X STATUTE 0TH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Tech E&O&Cyber TRICE01263 02/01/2020 02/01/2021 $5,000,000 Aggregate Section1 TechE&O $5,000,000 Per Claim Section2 CyberE&O $5,000,000 Per Claim DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County are named as Additional Insured on the Automobile and General Liability per the attached endorsement. Primary and Non-Contributory applies to General Liability per the attached endorsement. CERTIFICATE HOLDER CANCELLATION Collier CountyBoard of CountySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E. Naples, FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S4753892/M4672552 WOJKL IIVVVI\LLJ. II IIUJCIIUIIID. POLICY#(: 36031149 E 1 POLICY PERIOD: 02/01/2019 TO: oa oilLu C H U B B° Liability Insurance Endorsement Policy Period FEBRUARY 1,2019 TO FEBRUARY 1,2020 Effective Date FEBRUARY 1,2019 Policy Number 3603-11-49 NBO Insured INFOSEND INC Name of Company FEDERAL INSURANCE COMPANY Date Issued FEBRUARY 20,2019 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB° ! 6E 1 Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 INSURED: InfoSend, Inc. POLICY#: 73587120 POLICY PERIOD: 02/01/2019 TO 04/0116 E COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b. —CANCELLATION - of the Paragraph A.1. —WHO IS AN INSURED —of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II —LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto" while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The "auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto" will be considered a you own more than 50% of the voting stock on covered "auto" you own and not a covered the effective date of the Coverage Form. "auto" you hire. However, the Named Insured does not include However, the lessor is an "insured" only any subsidiary that is an"insured" under any for "bodily injury" or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any"employee" or agent of the ownership. However, the Named Insured lessor, operating an "auto" with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a) That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b) That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II — LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to "bodily injury" or such person or organization have agreed "property damage" that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1. —WHO IS AN INSURED—of such person or organization to this policy SECTION II — LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any"employee" of yours while using a an "insured" only: covered "auto" you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 16E1 (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees" are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an "accident" which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the "insured MAXIMUM WE WILL PAY FOR ANY ONE contract" or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.5. - FELLOW EMPLOYEE —of damage to, or"loss" of, that vehicle, including SECTION II — LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY income lost due to absence of that vehicle for TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph A.4.a. —TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the —of SECTION III —PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered 'loss"; and day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4. —COVERAGE EXTENSIONS - of 4. $7,500 maximum total amount for paragraphs SECTION III —PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE—BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4. —COVERAGE EXTENSIONS—of In the event of a total "loss" to a covered "auto", we will SECTION III —PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered "auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto" to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. - EXCLUSIONS—of SECTION the "loss"; III —PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO, VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT- BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b. — LIMIT OF INSURANCE - of and SECTION III - PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one "accident"to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto"; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the "auto" manufacturer for the installation Loss Coverage is provided for any covered "auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any housing unit as described in Paragraph covered "auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4. —COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III —PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 16E1 Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or SECTION III —PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the "insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11. TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE—of SECTION III — been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident" or"loss" to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same "accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2. —CONCEALMENT, Coverage Form is not the smaller (or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS - is deleted the smaller (or smallest) deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12. AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. - DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV- BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.5. - OTHER INSURANCE of a. In the event of"accident", claim, "suit" or SECTION IV—BUSINESS AUTO CONDITIONS - "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any "auto" hired or rented by your "employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto" you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the "employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO —COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an "accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5) A covered"auto" of the private passenger (1) How, when and where the "accident" or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The "insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of- SECTION V—DEFINITIONS is witnesses. 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.5. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the "bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss" to which this insurance applies, provided the "insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" POLICY#: 36031149 POLICY PERIOD: 02/01/2019 TO o/0160E C H U B B® General Liability v 1. Supplementary b. release attachments; Payments but only for bond amounts within the available Limit Of Insurance.We do not have to (continued) furnish these bonds. C. reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or suit,including actual loss of earnings up to$1000 a day because of time off from work. D. costs taxed against the insured in the suit,except any: 1. attorney fees or litigation expenses;or 2. other loss,cost or expense; in connection with any injunction or other equitable relief. E. prejudgment interest awarded against the insured on that part of a judgment we pay.If we make an offer to pay the applicable Limit Of Insurance,we will not pay any prejudgment interest based on that period of time after the offer. F. interest on the full amount of a judgment that accrues after entry of the judgment and before we have paid,offered to pay or deposited in court the part of the judgment that is within the applicable Limit Of Insurance. Supplementary Payments does not include any fine or other penalty. These payments will not reduce the Limits Of Insurance. Our obligation to make these payments ends when we have used up the applicable Limit Of Insurance. Coverage Territory This insurance applies anywhere,provided the insured's responsibility to pay damages,to which this insurance applies,is determined in a suit on the merits brought in the United States of America (including its possessions and territories),Canada or Puerto Rico,or in a settlement to which we agree. Who Is An Insured Sole Proprietorships If you are an individual,you and your spouse are insureds;but you and your spouse are insureds only with respect to the conduct of a business of which you are the sole owner. If you die: • persons or organizations having proper temporary custody of your property are insureds;but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed;and • your legal representatives are insureds;but they are insureds only with respect to their duties as your legal representatives.Such legal representatives will assume your rights and duties under this insurance. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 5 of 32 16E 1 Who Is An Insured (continued) Partnerships Or Joint If you are a partnership(including a limited liability partnership)or a joint venture,you are an Ventures insured.Your members,your partners and their spouses are insureds;but they are insureds only with respect to the conduct of your business. Limited Liability If you are a limited liability company,you are an insured.Your members and their spouses are Companies insureds;but they are insureds only with respect to the conduct of your business.Your managers are insureds;but they are insureds only with respect to their duties as your managers. Other Organizations If you are an organization(including a professional corporation)other than a partnership,joint venture or limited liability company,you are an insured.Your directors and officers are insureds; but they are insureds only with respect to their duties as your directors or officers.Your stockholders and their spouses are insureds;but they are insureds only with respect to their liability as your stockholders. ................... .......... ................... ............................... .................................................... .......... ......... ...................... Employees Your employees are insureds;but they are insureds only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,no employee is an insured for: A. bodily injury,advertising injury or personal injury: 1. to you,to any of your directors,managers,members,officers or partners(whether or not an employee)or to any co-employee while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; 2. to the brother,child,parent,sister or spouse of such injured person as a consequence of any injury described in subparagraph A.1.above;or 3. for which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in subparagraphs A.1.or A.2. above. With respect to bodily injury only,this limitation does not apply to: • you or to your directors,managers,members,officers,partners or supervisors as insureds;or • your employees,as insureds,with respect to such damages caused by cardio- pulmonary resuscitation or first aid services administered by such an employee;or B. property damage to any property owned,occupied or used by you or by any of your directors,managers,members,officers or partners(whether or not an employee)or by any of your employees. This limitation does not apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 6 of 32 C H U B B® General Liability 1 b E l Who Is An Insured (continued) Volunteers Persons who are volunteer workers for you are insureds;but they are insureds only for acts within the scope of their activities for you and at your direction. Real Estate Managers Persons(other than your employees)or organizations acting as your real estate managers are insureds;but they are insureds only with respect to their duties as your real estate managers. Permissive Users Of With respect to mobile equipment registered in your name under a motor vehicle registration law: Mobile Equipment A. persons driving such equipment on a public road with your permission are insureds;and B. persons or organizations responsible for the conduct of such persons described in subparagraph A.above are insureds;but they are insureds only with respect to the operation of the equipment and only if no other insurance of any kind is available to them. However,no person or organization is an insured with respect to: • bodily injury to any co-employee of the person driving the equipment;or • property damage to any property owned or occupied by or loaned or rented to you,or in your charge or the charge of the employer of any person who is an insured under this provision. Vendors Persons or organizations who are vendors of your products are insureds;but they are insureds only with respect to their liability for damages for bodily injury or property damage resulting from the distribution or sale of your products in the regular course of their business and only if this insurance applies to the products-completed operations hazard. However,no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement.This limitation does not apply to the liability for damages for bodily injury or property damage that such vendor would have in the absence of such contract or agreement; • representation or warranty unauthorized by you; • physical or chemical change in your products made intentionally by the vendor; • repackaging,unless unpacked solely for the purpose of inspection,demonstration or testing, or the substitution of parts under instruction from the manufacturer and then repacked in the original container; • failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of your products; • demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of your products;or • of your products which,after distribution or sale by you,have been labeled or relabeled or used as a container,ingredient or part of any other thing or substance by or for the vendor. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 7 of 32 16E 1 Who Is An Insured Vendors Further,no person or organization from whom you have acquired your products,or any container, (continued) ingredient or part entering into,accompanying or containing your products,is an insured under this provision. ...................................................................................................................................................................................... Lessors Of Equipment Persons or organizations from whom you lease equipment are insureds;but they are insureds only with respect to the maintenance or use by you of such equipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: • damages arising out of their sole negligence;or • occurrence that occurs,or offense that is committed,after the equipment lease ends. Lessors Of Premises Persons or organizations from whom you lease premises are insureds;but they are insureds only with respect to the ownership,maintenance or use of that particular part of such premises leased to you and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: • damages arising out of their sole negligence; • occurrence that occurs,or offense that is committed,after you cease to be a tenant in the premises;or • structural alteration,new construction or demolition operations performed by or on behalf of them. Subsidiary Or Newly If there is no other insurance available,the following organizations will qualify as named insureds: Acquired Or Formed • a subsidiary organization of the first named insured shown in the Declarations of which,at Organizations the beginning of the policy period and at the time of loss,such first named insured controls, either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization;or • a subsidiary organization of the first named insured shown in the Declarations that such first named insured acquires or forms during the policy period,if at the time of loss such first named insured controls,either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization. Limitations On Who Is An A. Except to the extent provided under the Subsidiary Or Newly Acquired Or Formed Insured Organizations provision above,no person or organization is an insured with respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect to the: 1. ownership,maintenance or use of any assets;or 2. conduct of any person or organization whose assets,business or organization; Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 8 of 32 JSURED: InfoSend, Inc. 1 OLICY#: 36031149 POLICY PERIOD: 02/01/2019 TO 04/01/2 06E Conditions Duties In The Event Of F. Knowledge of an occurrence or offense by an agent or employee of the insured will not Occurrence, Offense, constitute knowledge by the insured,unless an officer(whether or not an employee)of any Claim Or Suit insured or an officer's designee knows about such occurrence or offense. (continued) G. Failure of an agent or employee of the insured,other than an officer(whether or not an employee)of any insured or an officer's designee,to notify us of an occurrence or offense that such person knows about will not affect the insurance afforded to you. H. If a claim or loss does not reasonably appear to involve this insurance,but it later develops into a claim or loss to which this insurance applies,the failure to report it to us will not violate this condition,provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such claim or loss. Legal Action Against Us No person or organization has a right under this insurance to: • join us as a party or otherwise bring us into a suit seeking damages from an insured;or • sue us on this insurance unless all of the terms and conditions of this insurance have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual: • trial in a civil proceeding;or • arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insurance or that are in excess of the applicable Limits Of Insurance. Other Insurance If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance,our obligations are limited as follows. Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary.Then,we will share with all that other insurance by the method described in the Method of Sharing provision described below. Excess insurance This insurance is excess over any other insurance,whether primary,excess,contingent or on any other basis: A. that is Fire,Extended Coverage,Builder's Risk,Installation Risk or similar insurance for your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft,autos or watercraft(to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 22 of 32 1 C H U B Bm General Liability ! 6E Conditions Other Insurance D. that is insurance: (continued) 1. provided to you by any person or organization working under contract or agreement for you;or 2. under which you are included as an insured;or E. that is insurance under any Property section of this policy. When this insurance is excess,we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against such suit.If no other insurer defends,we will undertake to do so,but we will be entitled to the insureds rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of loss,if any,that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance;and • of all deductible and self-insured amounts under all other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. P premiums ..: Premium Audit We will compute all for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary,premiums shown with an asterisk(*)are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary,premiums may be designated as estimated premiums elsewhere in this policy.In that case,these premiums will also be subject to audit,and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. Separation Of Insureds Except with respect to the Limits Of Insurance,and any rights or duties specifically assigned in this insurance to the first named insured,this insurance applies: • as if each named insured were the only named insured;and • separately to each insured against whom claim is made or suit is brought. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 23 of 32 16E1 Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insureds rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 24 of 32 16E1 FIRST AMENDMENT TO AGREEMENT #18-7312 FOR PRINTING AND MAILING SERVICES THIS AMENDMENT, made and entered into on this 1/-r#day of AN UM/ 2019,by and between SouthWest Direct Inc. (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WHEREAS, on June 26, 2018, (Agenda Item 16.C.7), the County entered into an Agreement with Contractor to outsource the printing and mailing of Collier County Water-Sewer District (CCWSD) utility bills with an estimated annual spend of$118,000 for FY18, $119,500 for FY19, and$121,000 for FY20; and WHEREAS, the parties desire to amend the Agreement to revise Section 22. Payments Withheld, to correct a Scriveners error by replacing the word"Contractor" with"County". NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the parties as follows: Words Struek-Through Struck-Throughare deleted; Words Underlined are added 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 Contractor County may nullify the whole or any part of any approval for payment previously issued and the Contractor County may withhold any payments otherwise due 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 �ment eq uireasonable doubt that the Work can be completed for the unpaid balance p (d) 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. * * * * * li Page 1 of 2 First Amendment to Agreement#18-7312 C%to 16 E 1 IN WITNESS WHEREOF,the parties hereto,have each,respectively, by an authorized person or agent, have executed this Amendment on the date and year first written above. CONTRACTOR BOARD OF COUNTY COMMISSIONERS SOUTHWEST DIRECT INC. COLLIER COUNTY,FLORIDA By: 4011101 By: `... .At .46444. l ature__— Edward F. Coyman Jr., Director of Procurement Services Division Citi Ute. kj /-//- O/7 TType/print signature and titlel Date Date • Contractor's Witnesses: -----� —� A.proved as • Form and Legality: First Witness • - a./ �1 - i C. .rgt Dept y County'Attorney tType/print witi -ss r amet _. 1 / f,. I "`` ;Qct.-.. /w 1 Print Name pec•rd Witne s V V Nara qX_iake_—\ TType/print witness namet Page 2 of 2 First Amendment to Agreement#18-73I2 '� i