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#20-7723 (LBS Power Technologies, Inc.) FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT 20-7723 for Uninterrupted Power Systems THIS AGREEMENT, made and entered into on this c744h day of Odetsr 20 20 , by and between LBS Power Technologies Inc authorized to do business in the State of Florida, whose business address is 415 NW Flager Ave, Ste 301, Stuart, FL 34994 , (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■I upon the date of Board approval 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 ❑ 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I 1 g£446eSt—f4F—RP9p0S-a Invitation to Bid (ITB) I 1 Other ( ).# 20-7723 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. I■I The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CAv 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. 3.2 n The procedure for obtaining Work under this Agreement is outlined in Exhibit A— Scope of Services attached hereto. 3.3 I I The procedure f ' I I Other Exhibit/Attachment: • of completion; collection of liquidated damages in the event of late completion; and the 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 � • ; transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, r satisfaction of the Cout y s-p4efeet-manager before paymc he fixed price contract is authorized. n Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work(number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. n 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). Page 2 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.l) 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. 44 • : Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile 3readecfast $0_ 0 Lunch $41-00 ain eF $-1-9.00 Air-fare Glass-fa-Fe Real ear Parking Actual cost of parking Reimbursable items other than travel expenses shall be limited to the following: telephone 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: Page 3 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) is t, J Company Name: LBS Power Technologies Inc Address: 415 Power Technologies Inc Stuart, FL 34994 Authorized Agent: Fernando Limon, President / Elena Limon, VP Attention Name & Title: Teri Delgado, Controller Telephone: (772) 444-3135 E-Mail(s): accountingalbspower.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Damon Grant Division Name: Facilities Management Division Address: 3335 Tamiami Trail East Naples, Florida 34117 Administrative Agent/PM: Miguel Carballo Telephone: 239-252-8380 E-Mail(s): Miguel.CarballoAcolliercountyfl.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. Page 4 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CM) 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. 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 the sole judge of 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. B. 10 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. III 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. Page 5 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CM) • 1;‘ 11 wises under 44s this insurance. Such insurance shall have limits of not less than $ eaeh &I I fiber Liab4ityj Coverage shall have minimum limits of$ per claim. • n claim. 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. Page 6 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) •CAU 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Facilities Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), I■I Exhibit A Scope of Services, Exhibit B Fee Schedule, n RFP/ ■I ITB/n Other #20-7723 , including Exhibits, Attachments and Addenda/Addendum, subsequent quotes, and I 1 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 Page 7 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.l) kJ located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 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. Page 8 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CM) 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 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. Ilk 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 Page 9 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 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, 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. 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. UI 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 to 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 Page 10 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CM) 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. 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. 1 • • • • • seven (7) days personnel. Page 11 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CAC) n 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. 35. n 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. �1 _ ©r D�_pG�(o�P�l�[` /rr�nt Cnrintl In Oho cion4 of ni nnnflin+ hofinrnon nr I I precedence over the A rms of the Contract Documents cannot be resolved by application of th 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 Page 12 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CAO 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. U■ 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 Multi-Contractor Agreement 2017.008(Ver.l) CAO 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 Crystal K. Kinzel, Clerk of Courts & COLLIER C UNTY, FLORIDA Comptroller By: By: 3.2)Loce Burt L. Saunders , Chairman (SEAL) to 130 Iwo Dated: Attest as to Chairman's LBS Power Technologies Inc Contractor's NijeoRmy. Contractor DBA 9dO By: --� Contractor's First Witness Signature ima nd' Limon President "1-5/21 II€tcfd0 TType/print signature and titleT TType/print witness nameT . D -,.J)& Con actor's Second Witness io TType/print withess nameT A rove s tk,putt r and egality: �GG✓ - �C unt Atto .eyy,� `,'1 ( /LI L I_ Print Name Page 14 of 17 A Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.l) Exhibit A Scope of Services • following this page (pages 1 through 8 ) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 4 l0 20-7723 "Uninterrupted Power Systems" EXHIBIT A SCOPE OF SERVICES This contract is awarded on a Primary/Secondary/Tertiary per category basis. In order to maintain the integrity and continuous operation of the Uninterrupted Power Supply(UPS)units/systems in various County owned and leased buildings throughout the County,the Contractor will perform the following,but not limited to: 1. Preventative maintenance inspection services for units and batteries; 2. Provide labor and parts for routine repair services for units and batteries and 3. Provide labor and parts for on-call repair services for units and batteries. It is the intent of the County that the UPS systems experience minimal down time; therefore, the Primary Contractor shall respond within eight (8) hours from the time the notice is issued, if the Primary Contractor does not respond within the timeframe or is unable to work on a specific system,the County will proceed with the Secondary Contractor. If the Secondary Contractor does not respond within the timeframe or is unable to work on a specific system, the County will proceed with the Tertiary Contractor. While the County intends to use the Contractor(s), the County reserves the right,at any time to request additional quotes or bids from other contractors(per the Board's Procurement Ordinance). The Contractor shall provide preventative maintenance inspection services, repairs services, urgent and on-call repair services including,but not limited to Emerson systems,Liebert systems,Eaton systems,APC systems. Services shall include, but not limited to: 1. Battery replacement/installation 2. Battery preventative maintenance 3. UPS replacement/installation 4. UPS preventative maintenance The Contractor(s) may be required to use the County's Work Management procedures, such as utilizing work order forms or future online work order system, at no additional cost to the County or Contractor. The Contractor will be responsible for utilizing any systems used by the County for work orders under the resultant agreement. The Contractor must provide requested certifications and licenses necessary to perform the services outlined in this scope. The Contractor(s) shall use qualified technicians to complete all work in accordance with the Manufacturer's guidelines to satisfy the requirements specified in the bid. Technician credentials may be requested by the County. A. PREVENTATIVE MAINTENANCE The preventative maintenance covered by this scope of work includes (all inspections or processes may not be applicable to all equipment types or models): 1. Visual Inspections: a. Inspect all printed circuit board connections for cleanliness, swab contacts if necessary; b. Inspect all power connections for signs of overheating; c. Inspect all subassemblies, bridges, and legs for signs of component defects or stress; Page 1 of 8 Exhibit A-Scope of Services d. Inspect all DC capacitors for signs of leakage; e. Inspect all AC capacitors for signs of leakage; f. Inspect and inventory all customer-owned spare parts; g. Inspect for and perform, as required,any open engineering changes; h. Inspect insulation, overheating, and physical damage; and i. Inspect battery monitoring system. 2. Internal Operating Parameters: a. Control calibrations—check/adjust, as necessary; b. DC Ground Detection Offset, if applicable; c. Inverter leg current average phase balance, if applicable; d. Output filter current average phase balance; e. Rectified bridge current average leg balance; f. AC Protection settings are checked; g. DC Protection settings are checked; h. Calibrate and record all electronics to system specifications; i. Input and Output Frequency and Voltage Bandwidth settings are checked; j. Verify DC filter capacitance; k. Verify AC tank and trap filter capacitance including balancing of items; 1. Power Supply voltages and waveforms; m. Update firmware as necessary with written approval by an appropriate County Representative (parts if required are included at no charge with full parts coverage if the equipment is under warranty. If there is no service agreement,the parts may be billed at actual cost with 10%mark-up. n. Evaluate Field Service Bulletins (FSBs) for potential updates (parts if required are included at no charge with full parts coverage if the equipment is under service agreement. If there is no warranty, the parts may be billed at actual cost with applicable 10%mark-up. 3. External Operating Parameters: a. System Input Voltages, all phases; b. System Input Currents, all phases; c. DC Charging Voltages (float and equalize),record settings, and adjust to nominal; d. Rectifier phase on and walk-up; e. Inverter phase on and walk-up; f. Adjust all panel meters to measured values; g. System Bypass Voltages, all phases; h. Manual and UV Transfer Testing, verify uninterrupted transfer waveform, if applicable; Page 2 of 8 Exhibit A-Scope of Services i. Outage Simulation, batter capability testing, and verify charger current limit; and j. Generator operation and interface verification, if applicable. 4. Environmental Parameters: a. UPS area ambient temperature and condition of ventilating equipment; b. General Cleanliness of UPS Power Module; c. General Cleanliness of UPS area; d. Replace air filters as applicable and necessary (parts if required are included at no charge with full parts coverage if the equipment is under Service Agreement. If there is no warranty, the parts may be billed at actual cost with applicable mark-ups as quoted on the Bid Schedule); e. Clean outside of UPS including control panel/CRT screen; and 5. Battery Cabinet Checks: a. General appearance of battery systems(all types); b. General cleanliness of batter system areas (all types); c. Verify the integrity of the battery rack/cabinet; d. Inspect all DC connections for abnormalities; e. Inspect cells for physical abnormalities; f. Check batter for current limits, input limits, overload levels, and over temp circuits; g. Check for corrosion on battery terminals and connectors; h. Clean batteries as necessary; i. Verify proper torque on connections; j. Verify the condition of the ventilation equipment, if applicable; k. Check the appearance of the battery room, if applicable; 1. Battery system area ambient temperature and condition of ventilating equipment; and m. For internal batters only—measure and record: i. Overall battery float voltage; ii. Charger output current and voltage; iii. Negative terminal temperature of one cell/battery per battery cabinet shelf or rack tier; and iv. Momentary load testing of cells < 100 watts (e.g. 9E, 9x55, not 9330). 6. Monitoring System Parameters: a. Alarm archive review and printing; b. Alarm lamp test-local and remote, if applicable; c. Replace all open monitor bulbs; d. Inspect battery monitoring system; and e. Review battery test in history, if applicable. Page 3 of 8 Exhibit A-Scope of Services CAO 7. Circuit Breakers/Isolators: a. Check capacitors for swelling or leaks; b. Verify free travel; and c. Check magnetic/thermal settings. 8. Additional Items: a. Synchronizing verification: i.Utility Sync and Transfer to bypass; ii.Transfer from bypass to UPS; iii. Verify voltage and phase lockout; and iv. Verify static bypass operation. b. Fuses need verified for type,value, and condition; c. Power Measurements(on-line): i. Output RMS current(Phase and Neutral); and ii. Output Peak current(Phase and Neutral). d. Cleaning/Air Flow—check fans, doors, and compartment seals i. Replace filters; and ii. Clean Module. e. Clean normal cell dirt/dust accumulation,when possible. f. Battery recycling is required and shall be included in the pricing. g. Check nuts,bolts, screws, and connections for tightness and heat discoloration. h. Operational testing of the system including unit transfer and battery discharge. 9. General: a. Customer consultation; b. Verbal recommendations; and c. General observations. Following the preventative maintenance inspection, a written report / check list will be provided to the appropriate County Representative detailing the results of the inspection, services completed, and making specific recommendations for future remedial action, upgrades, etc. Preventative maintenance on each unit / system / battery is required to be completed in accordance with the Manufacturer's recommendations. Preventative maintenance will be billed by item serviced. Actual records must be provided for payment. These records will include but not be limited to a summary spreadsheet for each unit serviced with the date of service and an attestation signed by the awarded Contractor(s). Typically, preventative maintenance will be completed during normal business hours, Monday - Friday 7:00am — 5:00pm; however, the County may request preventative maintenance during off-hours, as deemed necessary by the County representative or designee. An off-hour rate is provided in Exhibit B. Equipment Manufacturer Service Plans offered from the Manufacture may be added as a separate "turnkey" item for specific units, as needed by County Divisions. When these services occur, a quote following the pricing methodology of the solicitation will be requested from the awarded Contractor(s). Page 4 of 8 Exhibit A-Scope of Services B. ON-CALL SERVICES(for regular and urgent equipment maintenance,repair,and replacement identified in the scope of work) The two types of maintenance, repair, and replacement services required are: • Regular Repair Work: Regular repair work is work that is performed during normal business hours Monday - Friday 7:00am — 5:00pm excluding County recognized holidays. The County Representative or designee will provide a scope of work to be performed by the Contractor and request that a "time and materials" quote be provided. The quote shall be provided to the appropriate County Representative within two (2) business days unless otherwise agreed to. The Contractor will commence the quoted work upon receipt of an approved purchase order from the County representative or designee. Contractor shall complete the regular repair work within two (2) business days, unless otherwise directed by the County representative or designee. In the event that the Contractor does not fulfill these response requirements, the County reserves the right to contact the Secondary Contractor or another Contractor to perform the scope of work. • Urgent Repair Work: Urgent repair work is work that is specifically requested and approved in writing by an appropriate County Representative or designee for work to be performed outside of normal business hours.The County representative or designee will identify the needed maintenance, repair and replacement for the life, health, safety or equipment/facility urgent and request a"Time and Material"quote based on urgent rates outlined in Exhibit B Fee Schedule.The County Representative or designee may direct the Contractor to commence work through a verbal direction; and a purchase order will be issued to the Contractor as soon as possible. If any repair is deemed urgent, all parts must be shipped overnight, and repairs are to start immediately upon the part being received. Overnight charges(per After Hour rates outlined in Exhibit B Fee Schedule)must be shown as a separate line item on the invoice and proof of the charges shall be attached to the invoice. Failure to show proof of overnight charges my delay payment. The approved purchase order will contain the job specific scope of work. The County Representative or designee reserves the right to specify the period of completion. C. QUOTES • "Time and Material"Quotes shall provide: 1. The expected number of work hours by each position times the hourly rate and the extended total; 2. The breakdown of the cost for supplies, parts and any rental equipment used for the scope of work. The Contractor must provide copies of receipts with their invoice. D. INVOICING 1. Invoices shall include copies of receipts for supplies/materials, expedited shipping charges and equipment rental and copies of subcontractors itemized invoice(s). Contractor invoices shall include number of hours worked and hourly rate by position as quoted on the bid schedule. Mark-up percentages (where applicable) per the bid schedule. The County reserves the right to request copies of timekeeping or payroll records. 2. No mark-up will be allowed for freight or shipping charges. A copy of the freight/shipping invoice must be attached to the Contractors invoice. Expedited shipping charges will be allowed if written approval by a County Representative is also attached to the Contractors invoice. 3. Invoice shall reference Purchase Order number, location where work was performed, date(s)work was performed and completed. The following invoice lines(where applicable): a subtotaled line for cost of material and supplies, a line for the mark-up percentage for the material and supplies as quoted on the bid schedule, a line for hourly rate x number of hours(subtotaled), a line for total subcontractor charges, a line for mark-up for subcontractor charges,a line for expedited shipping charges. Invoice shall be totaled. Failure to attached copies of receipts and subcontractor invoices may delay and/or prevent proper payment. E. CONTRACTOR RESPONSIBILITIES Page 5 of 8 Exhibit A-Scope of Services The Contractor(s) awarded for preventative maintenance inspection services, repair services, urgent and for regular on-call services will provide: 1. All necessary labor, materials, equipment, tools, consumables, transportation, skills,and incidentals required for the preventative maintenance inspection services, repairs, and on-call services for the County's systems. Except as noted herein, travel fees will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. A contractor will not be allowed to bill for administrative hours. 2. All work shall be a"turnkey" operation to include all repairs, site clean-up and restoring the work area to its original condition. The resultant contract provides for any services deemed necessary to complete the job, through means of Contractor(s) in-house expertise or sub-contracted work as needed(back-up documentation will be required for sub-contracted work).The Contractor(s)shall ensure that all areas and equipment(i.e.UPS units and systems,batteries, etc.)be kept clean and free from dirt, dust and debris. 3. Where necessary,work shall include proper permitting,as required,and the Contractor(s)shall be responsible for permit submissions, unless otherwise instructed by the County. 4. The Contractor(s)shall maintain a sufficient number of qualified personnel to accomplish the County's work schedule. 5. Time is of the essence with respect to all provisions within the contract. Any delay in performance, not approved in writing by an appropriate County Representative or designee shall constitute a material breach of the contract. 6. The Contractor will use technicians who are trained and experienced with brands serviced.A qualified engineer (with all related licenses and certifications being current and in full force and effect)with the experience and ability to "pull" all permits required for any and all system renovations, when necessary and applicable. F. RESPONSE TIME 1. Urgent response shall be provided within four(4)hours from the time notice is issued from the County.Repairs shall begin within twenty-four(24)hours of the initial call unless otherwise agreed by the County. 2. Regular response shall be within two (2) business days from the time the notice is issued from the County. Repairs shall begin after the Contractor is in receipt of an approved purchase order from the County. G. CALL SCHEDULE Contractor(s) will provide an on-call schedule twenty-four (24) hours a day, seven (7) days per week, 365 days per year. The Contractor shall provide the County with an on-call telephone number(s)for standard,technical, and urgent services. H. REPLACEMENT/REPAIR PARTS All replacement/repair parts must be approved by an appropriate County Representative or designee and be of genuine and original manufacturer's parts. The Contractor(s)will be required to provide proof of the Original Manufacturer's parts through providing invoices or photographs at the time of invoice submission. The Contractor(s)shall be required to expressly warrant that all replacements are new and free from defects,warranted for their merchantability and meet the performance specifications of the original equipment for one year from installation. In the event a portion, or all of an order, is found to be defective when delivered and/ or installed, the Contractor shall immediately replace the equipment at no cost to the County. I. WARRANTIES All new equipment warranty work shall be provided by the original warranty supplier. All warranty responsibility for previously purchased, but still under warranty, equipment will continue to be provided by the original warranty supplier until expiration of the warranty period.Upon expiration of the warranty period,responsibility for maintenance shall automatically transfer to the Contractor,unless otherwise directed by the County representative or designee. All trouble calls shall be initially reported to the Contractor.If the trouble call involves a warranty item,the Contractor shall notify the County representative or designee, who will then have the responsibility of placing and tracking the Page 6 of 8 Exhibit A-Scope of Services CAO warranty trouble call with the warranty supplier. Maintenance of the warranty inventory list and the notification of a warranty trouble call to the County representative or designee shall be provided by the Contractor at no additional cost to the County. Parts, replacement parts, and fixtures shall be new and warranted for a minimum of one (1) year, or the maximum allowed by the manufacturer. All labor for repairs shall have a minimum ninety (90)day warranty. J. ADDITIONS AND DELETIONS OF EQUIPMENT The County reserves the right to add or to delete any system equipment from service provided under this Contract as described herein,upon written notification by the County designee to the Contractor via an internal issued addendum. The County, or designee, shall attempt to provide advanced notice to the Contractor of all additional and/or new equipment; however, should Contractor's personnel receive a maintenance or repair call and records show that the individual piece of equipment is not inventoried or covered by this Agreement,the Contractor personnel will perform repairs as if equipment was covered by this Agreement and shall notify the County designee. Equipment removed shall not be billed for the month of removal. K. RECORDS AND DOCUMENTATION The Contractor(s) is responsible to maintain and update records for each type of equipment serviced. The documentation will include, and not be limited to, records of all service calls, preventative maintenance performed, and any system modifications, if applicable. The Contractor(s)will maintain a service log at the site of each piece of equipment maintained. The Contractor(s)will not charge for any call back work. All recovery reports shall be sent to the County Representative, or their designee,noting date,type, quantity, location, and disposal information. L. INSPECTIONS The County and the Contractor(s) may conduct an inspection of the completed services provided in response to any resulting purchase order. Any deficiencies noted during an inspection shall be corrected before final acceptance. Such deficiencies will be corrected within 24 hours after receipt of notification, at the Contractor's expense. If the Contractor(s) fails to correct the defects within this time frame, the County shall be entitled to have the work remedied,charge a deduction/fine(see Section M-Performance Measures),and the Contractor(s)shall be fully liable for all costs and expenses reasonably incurred by the County. M. PERFORMANCE MEASURES The Contractor shall maintain compliance with the following performance measures: 1. The Contractor(s) shall provide 100%of all required reports and records within the time frame specified to the County's Representative, or their designee. 2. The Contractor(s) shall advise the County, in writing, of any extenuating circumstances that will prohibit the Contractor from meeting the above-outlined performance measures. 3. The Contractor(s) shall furnish all necessary labor, tools, equipment and services to perform contracted services specified in the contract. 4. The County shall have the immediate right to complete the work to its satisfaction, through the use of County employees or outside contractors as deemed necessary, the total sum of the County employee's hours and materials cost(s) and/or outside vendor invoices shall be immediately deducted from the Contractor's invoice. N. CLEAN-UP The Contractor(s) shall be responsible for removing all debris from the site and cleaning affected areas. The Contractor(s) shall keep the premises free of debris and unusable materials resulting from their work or upon request by the County's representative. The Contractor(s)shall leave all affected areas as they were prior to beginning work. There will be no cost to the County for clean-up. Page 7 of 8 Exhibit A-Scope of Services CAo O. EQUIPMENT INVENTORY The Contractor(s) shall, under no circumstances, remove any equipment containing a County asset sticker. The Contractor(s) shall request that, when replacing equipment, the asset sticker be removed by an appropriate County staff member authorized to adjust equipment inventory records. P. SURVIVABILITY CLAUSE The Contractor(s)agree,will honor,and finish work for any purchase order that extends beyond the expiration date of the original solicitation and/or contract. These purchase orders will survive and remain subject to the terms and conditions of the agreement until the completion or termination of the purchase order. Page 8 of 8 Exhibit A-Scope of Services S Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CAO ITB#20-7723 "Uninterrupted Power Systems" Exhibit B FEE SCHEDULE LBS Power Technologies, Inc. will serve as the Primary Contractor for Preventative Maintenance and as the Secondary Contractor for On-Call Services. A. PREVENTATIVE MAINTENANCE B Item System Description Price per Unit 1 0-20 KVA $250.00 2 21 -40 KVA $300.00 3 41 -80 KVA $350.00 4 Greater than 81 KVA $400.00 5 Off-hours surcharge $75.00 B. ON-CALL SERVICES Item System Description Unit Price Typical Scope of Work Under$1,000:The following issues have been found for a unit and needs to 1 be addressed-Replace burned battery wiring found on inspection needing replace-Replace loose $300.00 battery terminal connections found on inspection needing replacement 2 Typical Scope of Work Between$1,000 and$3,000:-Replace low reading battery found on $740.00 inspection-Replace bad diodes,capacitors,SCR's or fuses found during inspection 3 Typical Scope of Work Between$3,000 and$20,000:-Replace worn or damaged controls found $740.00 during inspection-Replace bad printed circuit board-Replace logic power supplies 4 Typical Scope of Work Between$20,000—40,000:-Replace full bank of batteries due to weak $1,100.00 batteries or longevity replacement recommendation from UPS manufacturer 5 Typical Scope of Work Between$40,000 and$50,000: $4,500.00 -Full turnkey UPS System replacement 6 Typical Scope of Work$50,000+: $5,000.00 -Full turnkey UPS System replacement C. HOURLY RATES After Hours and Position Unit of measure Unit Price Holidays Supervisor per hour $185.00 $280.00 Licensed Journeyman per hour $185.00 $280.00 Apprentice per hour $100.00 $125.00 Engineering/Design per hour $185.00 $280.00 D. MARKUP Material Markup 10% Subcontractor Markup 15% Other Exhibit/Attachment Description: ❑ following this page (pages through ) n this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) �...N LBSPOWE-01 AVERHARTD A�ORo CERTIFICATE OF LIABILITY INSURANCE DAT/11/2D/YYYY) 911112020 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). License#0E67768 CONTACT Mirla Ramirez PRODUCER NAME: — Insurance Office of America PHONE FAX (A/C,No,Eat):(561)721-3769 (A/C,No): Abacoa Town Center 1200 University Blvd,Suite 200 E-MAIL Mirla.Ramirez@ioausa.com ADDRESS: Jupiter,FL 33458 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Ohio Security Insurance Company 24082 INSURED INSURER B:Travelers Indemnity Company of America 25666 LBS Power Technologies Inc. INSURER C: 415 NW Flagler Ave Apt 301 INSURER D: Stuart,FL 34994 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 ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD /Y POLICY NUMBER IMM/DDYYYI IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X BKS2160667935 DAMA1/23/2020 1/23/2021 PREMISES ETORENTED 300,000 PREMISES occurrence) $ MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 2,000,000 POLICY X PRO- LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: $ COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY (Ea accident) $ X ANY AUTO X BAS2160893684 1/23/2020 1/23/2021 BODILY INJURY(Per person) $ OWNED ONLY AUTOS BODILY BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 ' X EXCESS LIAB CLAIMS-MADE ES02160667935 1/23/2020 1/23/2021 AGGREGATE $ 3,000,000 DED RETENTION$ $ STAT B WORKERS COMPENSATION X UTE OTH- ER AND EMPLOYERS'LIABILITY YIN UB0R1953992042V 6/1/2020 6/1/2021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project:Uninterrupted Power Systems#20-7723 Certificate Holder,Board of County Commissioners in Collier County,Collier County Government,and Collier County are additional insureds with respects to General Liability on a primary non contributory basis per form CG 88 10 04 13 as required by written contract.Certificate Holder,Board of County Commissioners in Collier County,Collier County Government,and Collier County are additional insureds with respects to Auto Liability per form AC 85 34 06 18 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. AUTHORIZED REPRESENTATIVE Collier County Board of County Commissioners 3295 Tamiami Trail E. Q (Naples.FL 34112 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO AC 85 34 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 12 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 23 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE- BROADENED COVERAGE 10 HIRED AUTO COVERAGE TERRITORY 21 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 6 LOAN / LEASE GAP (Coverage Not Available In New York) 15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 22 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 7 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION I -COVERED AUTOS is amended as follows: 1. TRAILERS-INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I -COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. © 2018Liberty Mutual Insurance AC 85 34 06 18 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 7 SECTION II -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per provision 22, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. ® 2018 Liberty Mutual Insurance AC 85 34 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 7 SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks", we will pay up to $150 per disablement. "Medium trucks" are trucks that 71, have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. © 2018 Liberty Mutual Insurance AC 85 34 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. mmmmm c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. MMEMM e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.B. 10. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. © 2018Liberty Mutual Insurance AC 85 34 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 7 14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 15. LOAN /LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". C. SECTION V -DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. © 2018Liberty Mutual Insurance AC 85 34 06 18 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 5 of 7 16. PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV -BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insured's" name and address; and (c) The names and addresses of any injured persons and witnesses. @ 2018 Liberty Mutual Insurance AC 85 34 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 7 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.S. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 22. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.S. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V -DEFINITIONS is amended as follows: 23. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. © 2018 Liberty Mutual Insurance AC 85 34 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 7 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX - SUBJECT PAGE NON-OWNED AIRCRAFT 2 - NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- 09 ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. oc The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and 2013Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section li -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 8 of 8