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Backup Documents 04/13/2021 Item #16E1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE V Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management CG q 113111 2. County Attorney Office County Attorney Office " 4°SR 'I5`)I .06) 4. BCC Office Board of County J Commissioners Asa �I 1 4. Minutes and Records Clerk of Court's Office tk `�IZI (b� 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was APRIL 13, 2021 Agenda Item Number 16.E.1 Approved by the BCC Type of Document CONTRACT /ASSUMPTION Number of Original 1 Attached Documents Attached PO number or account N/A 20-7675 The F.A. Bartlett number if document is The F.A. Bartlett Tree Expert to be recorded Tree Expert Company dba Company dba Bartlett Tree Bartlett Tree Experts Experts INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! _ 8. The document was approved by the BCC on 04/13/2021 and all changes made during RECEIVEWA is not the meeting have been incorporated in the attached document. The County option for Attorney's Office has reviewed the changes,if applicable. , .,jam. s line. .9. Initials of attorney verifying that the attached document is the version approved by the � '/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the fit an option for Chairman's signature. RIS ,an.f:rub_ htline. MEMORANDUM 1 6 E 1 Date: April 16, 2021 To: Ana Reynoso, Procurement Services From: Teresa Cannon, Sr. Deputy Clerk Minutes & Records Department Re: Assumption Agreement to Contract #20-7675 Contractor: The F.A. Bartlett Tree Expert Attached for your records is an original of the referenced document above, (Item #16E1) adopted by the Board of County Commissioners on Tuesday, April 13, 2021. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-8411. Thank you. Attachment 16E1 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 13 of r iptli , 2021 by and between The F.A. Bartlett Tree Expert Company d/b/a Bartlett Tree Experts,a foreign profit Corporation registered to do business in the State of Florida ("Bartlett Tree") and Collier County, a political subdivision of the State of Florida("County"). WHEREAS, on May 26, 2020 (Agenda Item 16.D.3) the County awarded an Agreement No. 20-7675, "Parks Tree Maintenance and Arborist Services," to Signature Tree Care, LLC ("Signature Tree"), and attached hereto as Exhibit "A" (hereinafter referred to as "Agreement"); and WHEREAS, on October 10, 2020, Bartlett Tree, acquired all of Signature Tree's assets through a Bill of Sale as memorialized in attached Exhibit"B;" and WHEREAS, Bartlett Tree, hereby represents to Collier County it is the successor in interest in relation to the Agreement; and WHEREAS, the parties wish to formalize Bartlett Tree's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. Bartlett Tree accepts and assumes all rights, duties, benefits, and obligations of AWC under the Agreement,including all existing and future obligations to pay and perform under the Agreement. 2. Bartlett Tree will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to Bartlett Tree shall be directed to: CONSULTANT: The F.A. Bartlett Tree Expert Company d/b/a Bartlett Tree Experts 1290 East Main Street Stamford, CT 06902 Phone: 239-778-9759 Attention: Matt Smith, Office Manager, Email: Msmith@bartlett.com Page 1 of 4 20-7675 Assumption Agreement *CAO 1bE1 5. The County hereby consents to Bartlett Tree's assumption of the Agreement in order to continue the services provided under Agreement No.20-7675. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Bartlett Tree as it would have Signature Tree for all purposes under the Agreement. Except as provided herein. all other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTen'T BOARD OF COUNTY COMMISSIONERS Ciysti1-K.Kiciz4t Clerk& Comptroller COLLIER OUNTY, FLORIDA Cer '.B 4. By: Attest as to CIllifiVSCierk Penny Taylor, hair signature o y. Approved . ,1 o P' d.L-.; y: -I .4-14 By: al ma, Jeffrey it Kl ow,County Attorney Bartlett Tree's W. sses: The F.A. Bartlett Tree Expert Company d/b/a Bartlett Tree Experts By. first Witness Signature Chris Chieffo Matthew Farin, Executive Vice President TType/print witness nameT TType/print signature and titleT Second Witness ,w Martha Carford Item# _J�1 TType/print witness nameT Agenda Late �� �. De.e 40:4 Reed Deputy Clerk Page 2 of 4 20-7675 Assumption Agreement 16E1 EXHIBIT A To follow this page Page 3 of 4 20-7675 Assumption Agreement 7Th 1 6E 1 PROFESSIONAL SERVICE AGREEMENT #20-7675 for PARKS TREE MAINTENANCE AND ARBORIST SERVICES THIS AGREEMENT, made and entered into on this cQ day of 20 20 , by and between Sianature Tree Care, LLC authorized to do business in the State of Florida, whose business address is 15275 Collier Blvd Ste 201-276, Naples, FL 34119 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The'Agreement shall be for a three (3 ) year period, commencing In upon the date of Board approval I I or on and terminating 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 n Purchase Order n Notice te-RFeeeed _ Wefk-9r-def. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions i I Rec eet-fer--Preposal-( ) ❑ Inv+tetion-to--434 (ITB) n Other Invitation for Qualifications (IFQ ) # 20-7675 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. Ili The Contractor shall also provide services in accordance with Exhibit A - Scope of Services attached hereto. Page 1 of 14 Professional Service Agreement N2019-011 Q3S."..) ("1: l'1 1 6E1 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 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 3.3 Ui The procedure for obtaining Work under this Agreement is outlined in Exhibit A - Scope of Services attached hereto. 3.4 The-pceeedure fa icing-Wer-k-unele -t is-Ag-r-eeaae is c +'tired-iw L Othef €44b-it/Attach�lae " 3.5 The County reserves the right to specify in each Request for Quotations: the period of completion; collection of liquidated damages in the event of late completion; and the Price Methodology selected in 4.1. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Work performed pursuant to the quoted price offered by the Contractor in response to a specific Request for Quotations and pursuant to the Price Methodology 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): U Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. ❑ Time-aid-M,ateri-ale^Th e-G UF#y agrees-te--pay-tbe-con meter-#er-tbe-a-rneuht-ef-lacier tirta•c spent-by-tie-contractor's ernp4 s-te-peffo b of-houFe-t+ryes--I ee -rate•};-and-fer-materials and-equipment used-in-the-pr-e3ect,(cest-of + ateria lus4i e-eery#raete ar-kip}-Thy'nethedelegy-is-gener-atly-1 scd in pr-efeets-in which it is-not-possible to-ae6 r-a# • e-e€-the-prejeet;er-when-i-t-is ex-peeted tth-at-the project-regairerwetat-s-weaid-r-ee-st-Iiicel l ge:--As--a-gef erel- incso preetiee; the-se-cee#aets-ihelede bask- deer e+ttati n-•ef--eests +nveiees-werild-include-hi ber-.o# } ram-werkcd-and-biking-ate-by-posiien-{aad-net-cempany-Fer-sub6Gntra°ter) timeiFFgcping er-payell-reeerds), material or cge+pmen# fweiees, and-otfacr r-eimictrr-sable documentation for the pr-eject: Page 2 of 14 Professional Service Agreement 112019-011 16E1 fivorl ri�e /iris. �[ l-eests, n �W�t� FGL1�2 �Ol � T�cvv-P�rrvv-�n� iraetudtng Taber, mat ies eE p ent, over-head;ete-) for a repetitive pFe et-et+-sePviee delivered-Fi-e--ipstailatieta--PFiee-per toe;8e vefy-price pef-paekege-er-seamen, etc. e invaiee-m -ust-i-dentity--the unit-pries-a-nd4ne-Rumber-ef-uflfts-racelves14ne-eentraeter-inventety er-eeet verification)7 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. 4.4 I ) Tr ueI aid-IR&m-b rs3 le Expense€: Tr-averand-Reimburca-dle-€xpeRses must beep rag by-the-Go-ur:4y, Travet-expenses shall-be fei mbersed-as-pc r S ee i^ 2 O la--Utate, Reimburcemeet sl GI l c at-the-fetkewinrg rates: Miteage $8-44.5-per m+le Breakfast. $6-09 LEiReft Dlnraer $ 6 AiOfare Actual ticket cost-limited to--teurist Of eeach class-fate -Rental car Regal-rentakee ^iced-te-eempaet-or stand-ard size-venial-es l_edg-ifg Aetuet east of tedg-iR at &Tie eeee.paa6}F4ate-with-a-eap of Re-more than-$-1-60-8Q-per-eight ll a r44Rg Aetr e-eest-e#-parlor Taxi or Airpert-Limetmsine Actual-eost of either taxi er airpeft timer sine Reimbursable-items other than-travel-expenses s Ull be limited-te-the-#eltewi-rag=-telePphene teeg-d+sta-eee charges a ehe ge p e +aag-eharges and postage. Reimbursa-bte iter�fr-will be-paid-en-ly-a-ft r-Geatraetef-has-p-revide tr-aeter shall be responsible for all other cocas a penses ae.,ociated-with-aot4-ties_-atad-sel-ei'tattiefs 44d-ertaken pursuant te4 greernent. 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 Page 3 of 14 Professional Service Agreement#2019-01 I 16E1 exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Signature Tree Care, LLC Address: 15275 Collier Blvd Ste 201-276 Naples, FL 34119 Authorized Agent: Ian Orlikoff Attention Name & Title: Owner Telephone: (239)348-1330 E-Mail(s): info@signaturetreecare.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: Barry Wiliams Division Name: Parks and Recreation Address: 15000 Livingston Rd Naples, FL 34109 Administrative Agent/PM: Matt Catoe Telephone: Operations Analyst E-Mail(s): matt.catoe@colliercountygov.net 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 Page 4 of 14 Professional Service Agreement 42019-011 1 6E 1 all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor.further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. 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. U 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. II Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. n Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. Page 5 of 14 Professional Service Agreement#2019-011 1 6E 1 D. — Rr-o€essieaaa-I-iatMl1tV: Shall be maintained-by-the-GeRt-r-ester to ensure its Icgal lie19-i- --for--ela-ifs-wising-eut of floe-per-fort eee-ef-prefessieeal-sewiees--u-nd-er-t# io A eement--Contracter-wa+vee-its-r-ig-hit-ef--recovery-aga+nat-6ebrnty as to-an-y-ela1 c under this-instwence. Such-in-st+r-anee-shall-have limits of not less th n-$ ea£h-ela+f aglate- €- I I Ctbcr Lia�Fli#y: Coverage=shall ha e— ina -limits of---$ per occurrence, F (l T.ee -noloq-errors-an-d--On-Fissis Severagc shall have mini mrT-1 mils---ef $----- pe,-oeeu Fe tie C57 I (-oar-)=G iff11L4r-l aimits of-$ per-eeserrefce. 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 Page 6 of 14 Professional Service Agreement 112019-01 l 1 6E 1 rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13,1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Parks and Recreation 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 Exhibit A Scope of Services, n P ■ IFB/ Other Invitation for Qualifications #20-7675 , including Exhibits, Attachments and Addenda/Addendum, n subsequent quotes, and Other Exhibit/Attachment: i 17. APPLICABILITY. Sections corresponding to any checked box ( III will expressly apply to i 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. Page 7 of 14 Professional Service Agreement 42019-01 l 6:1 1- \... C i1() 16E1 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. Page 8of14 Professional Service Agreement#2019-011 / 1 6E 1 If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. 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. 23. 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. 24. 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. 25. 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. 26. 1 1 KEY PERSONNEL. The-Ceetr-aeterls-per-sonnehaed--►aaanagement-te-be't+t+ ed-fer-t hic p-ej.cct shall be—knowledgeable—in—their areas of ex-per-tice. The Ceunty-FeseFves-the-Fight to pcFform-invest atione-ae4ne ",e-dee ed-pece,sary to-en-sure that-eempeteat-persc s-w+N-be utilized-in--t e-peFfer-mancc of-the Agree-ment:--T-he-GeRtfaeter shad-assign-as-Frany-peep4c as necessary to complete-the-services-era a timely-bass, and each-person-assigned-shall-be available-fa t eunt-Of tome-adequate to meet the-Feq-uifed-sepAcc dates. The Contracter sl-iall—het -chafnge Key ReFsen4484—u,,less--the--fell-owing—conditions arc met: (1)--Prepesed Fe-plaeeTe t-s-ha; u ant+a-Ily-- e— , — better qualifications a-nd/sr•-expeFicncc. (2) that t-he--Gaunt -is-Rotified-in wr+ting-ae-far in advaFiee—a posslb4c. The Contracts hail-take Page 9 of 14 Professional Service Agreement 42019-01 l 16E1 eemmeFeiaiiy-reasenable effects-te-het+fy-Gollier Ge ty-w+thin seven-R-deye-e-the-s age- sae-Geu ty-r-et-ains-finaf-approval-ef- r-epesed-Fepiaeer en pe-r-ec aneh. ■ 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. 27. (it 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. C-RDE-OGRE-GE-DIFNGE(-Gc-an--t-FF-undedi-1-n-the e;o f any-confket-betvvee-n-er among the-terms-ef-a y-ef-the CeF}tract Documents and✓fir-the-Geunty's-Beard-approved-E- ec�tive .SuaFaFy-the-terme--ef-the-AgceeFraent-shall take-precedence over-the---teFR- -ef all otheF Geratract Doc uraaerate ex-eept-the-t�,r°rr,, ar,y-Supplemental-Geed+tiea-s-siaall-tale-pceeedenee over-the Agree met +he exfeR.t-a1Ry-ee fliet -the-terms of the Coa#Faet Qee eats-eaRRet be-Fes-elved by patieatien-ef-the-Suppiementa1-Gend#ion r-if-any e+-tic Agceec er+t;c confNst shall-be-r-eselved-lay-imapes+ngthe-mere strict-er-eestl-y obligation under he-Gentreet-Deeu eats apen-the-GentFaeter-at Coenty's-d-iser-etien7 28. 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. 29. 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 Page 10 of 14 Professional Service Agreement N2019-011 1 6E is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. (Intentionally left blank -signature page to follow) Page 11 of 14 Professional Service Agreement 42019-011 EA-C) 16E1 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal Kintel,;Clerk of Courts of the Circuit,Cdurt`A,Qo,mptroller Bye C 4 By: r :,, ';, Burt L. Saunders , Chairman Dakd 4 'c.l ` . 7 L 2 O (SEA ),►�?'> r:, `',� Xfkes t`o Chairman's Contraot Moympses: Signature Tree Care, LLC Contractor -----16/ ti61- e., 7(,,, fl� Contractor's First Witne�� - gnature 'Z[i.,t/ 6/-1;4)-(f Pr/-"i; 6ot /4"/Cid i ' WO)I( I Type/print signature and titlel I Typ!print witness namet �� Cont or s Second Itness , C- 407,e e11,y(/r TT pe/print witness nameT pro ed a o Ff d Legality: in o Lipity Att,orey i y (� /4.t L L-- P nt Name I'age 12 of 14 Professional Service Agreement 42019-01 I .---. ‘-ei;f' 1 6E1 Exhibit A Scope of Services Ill following this page (pages 1 through 3 ) this exhibit is not applicable Page 13 of 14 Professional Service Agreement 42019-01 I 1 bE ASSIGNMENT OF WORK All projects will be quoted to the qualified vendors using lump sum pricing. Quotes must be received within ten(10)business days or within timeframe dictated by project manager for non-urgent work requests. DETAILED SCOPE OF WORK Contractors must have knowledge and experience in hardwood canopy and palm pruning.They must adhere to the ANSI accredited Standards A300 policies and standards,current edition,for pruning,fertilization,supports systems,and other aspects of tree care and ISA Best Management Practices, and the ability to recognize, diagnose and report tree defects caused by pest, tree and/or root structure,and diseases. • Contractors shall have a certified arborist on staff to supervise and direct field personnel to ensure that all work is completed per specifications for hardwood tree maintenance services. • The services performed herein shall consist of the contractor furnishing all equipment,materials,tools,transportation,traffic controls, insurance,labor,and supervision for the Division. • The seven main objectives for pruning services are; 1)reduce the risk of failure;2)provide clearance;3) reduce shade and wind resistance;4)maintain health;5)influence flower and/or fruit production;6)improve views;and 7)improve aesthetics. Tree and Palm Maintenance is divided into five(5)categories: 1.Basic Tree Pruning;2,Structural Tree Pruning;3.Palm Pruning; 4.Stump and Root Grinding;5.De-boot(clean)Palm Trees. 1. Basic Tree Pruning Following ISA Best Management Practices, this category is divided into four primary pruning methods which include: a. Cleaning,b.Thinning,c.Raising,and d.Reducing. a. Cleaning Cleaning trees is the selective removal of dead, diseased,cracked,stubbed,hanging,and broken branches.This service can be performed on a tree of any age but is most common in middle-aged to mature trees. Cleaning is the preferred method for mature trees because it does not remove live branches unnecessarily. The location of the branches to be removed should be reviewed with the Project Manager or designee. b. Thinning Pruning to thin is the selective removal of small live branches to reduce crown density. Proper thinning retains the crown shape and size and should provide an even distribution of foliage throughout the crown. c. Raising Pruning to raise,elevate,or lift a canopy is the selective removal of branches to provide vertical clearance. Trees within planting beds,an 8-foot height clearance is required or as directed by the Project Manager or designee. d. Reducing Pruning to reduce is the selective removal of branches and stems to decrease the height and/or spread of a tree or shrub. 2. Structural Tree Pruning Structural tree pruning is the removal of live branches and stems to influence orientation, spacing, growth rate, strength of attachment,and ultimate size of branches and stems. The removal percentage is between 25—50 percent depending on the tree type. The structural pruning includes all basic tree pruning techniques listed. 3. Palm Pruning Removal of fronds, flowers, fruit, stems, or loose petioles that may create a hazardous condition. Palms may be pruned for aesthetic reasons to eliminate sprouts and stems or dead fronds and seedpods. • Live healthy fronds should not be removed.If they must be removed avoid removing those that initiate above horizontal. Fronds removed should be severed close to the petiole base without damaging living trunk tissue. • Only those fronds with petiole drooping below horizontal 9:00-3:00 position should be removed.All seed pods should be removed including those originating among remaining fronds.When removing fronds and seedpods,care should be taken so those fronds that are to remain are not nicked or wounded. Exhibit A `� 16E1 • Climbing spikes shall not be used to climb palms for pruning. 4. Stump and Root Grinding Contractors must have the technical knowledge,ability,and experience in grinding of stumps and roots to remove the root system and stump. 5. Deboot(Clean)Palm Trees De-booting or slicking of palm trees is the removal of boots along the trunk of a palm. Complete boot removal and disposal of debris. Crew • Crew Leader shall be familiar with all phases of tree trimming, rigging, and removals with knowledge of the standards as outlined by the International Society of Arboriculture(ISA)and the National Arborist Association. • Crews shall have the appropriate certifications and experience to perform services in the specifications. Crew Communication Contractors shall provide a qualified English-speaking crew leader/supervisor which shall be present and readily available to Division personnel and during business hours of operation at the worksite. • Contractors Project Manager or designee shall be a singular point of contact with cellular phone and e-mail for on-site and off-site communication. • They must be able to meet on-site when requested and must be able to answer any questions regarding the work. Work Area Preparation/Inspection When preparing the work area,the Contractor must protect groundcover and any landscape material within the work area.If plants, shrubs,trees,grass or foliage die due to neglect or damage by the Contractor,Contractor's employees,or Subcontractor as determined by the Division Project Manager or designee they shall be replaced at the Contractor's expense. • Contractors shall perform inspections on all trees and palms for disease or insect infestation during the site visit or service to the site. Contractors shall immediately notify the Project Manager or designee should a disease or infestation be found and recommend the appropriate treatment. o If a harmful pest is identified and needs treatment, quotes are required to be approved by Parks Field Supervisor or Project Manager before any treatments. • Contractors shall provide ramps or other devices to gain access over the curb in all parks. The curb or turf areas shall not be damaged due to gaining access,or they will be furnished and replaced at the Contractor's expense. Utilities Contractor shall be responsible for exercising caution while in the vicinity of utilities. Any damage to utilities will be the Contractor's responsibility.It is the contractor's responsibility to call Sunshine81 l (811 or 1-800-432-4770)before starting any digging project. Repairs/Damaees Contractor shall be responsible in promptly repairing damages caused by Contractor's employees. All expense incurred shall be the Contractor's responsibility. Maintenance of Traffic(MOT1 MOT may be requested on an "as-needed basis." Contractor shall comply with the requirements of the County's Maintenance of Traffic(MOT)Policy. • Upon approval of a MOT Plan and proper placement of lane closed signs,pre-warning signs,arrow boards,traffic cones,etc., the lane may be restricted from traffic. Equipment Requirements The equipment utilized shall be in good working condition, properly maintained, and designed and manufactured for the work required in the specifications. It shall be equipped with all safety devices available and must be properly maintained. The crews must be trained to safely use the equipment. • • Equipment List:Provide a list of all company-owned and leased equipment for this contract. Exhibit A 2 �,to 1 6E 1 Uniforms and Identification Badges: The Contractor's employees shall be attired in distinctive,clean,and identifiable uniforms furnished by the Contractor.They shall be neat and clean in appearance. The uniform shall consist of a logo shirt and matching long pants. The contractor's employees shall also wear an identification badge,provided by Collier County,in plain sight and at all times. Any employee found without a badge and full uniform will be sent home and the Contractor shall be fined $100 per day per incident. No employee or supervisor shall be allowed to work in a County facility without a proper uniform and a County identification badge. The front of the employee identification badge shall have the employee's photo,the employee's name and the Contractor's company name, ExhibitA Oh _ 3 AC; 1 6E 1 Other Exhibit/Attachment Description: LJ following this page (pages through ) At this exhibit is not applicable Page 14 of 14 Professional Service Agreement#2019-OI 1 1 6E 1 ACORD' DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/23/2020 PRODUCER Phone: (772)589-8802 Fax: (772)560-8808 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION JONES INSURANCE ADVISORS,INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2801 FLIGHT SAFETY DRIVE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR VERO BEACH FL 32860 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Nova Casualty Company 42552 SIGNATURE TREE CARE,LLC INSURER B: 15275 COLLIER BLVD.,SUITE 201-276 INSURER C: NAPLES FL 34119 INSURER D: INSURER E: COVERAGES 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR ADM. TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR ItSRC DATE 041,40/YY1 DATE OA/0DM) GENERAL LIABILITY ARB-ML-10000224-04 10/02/19 10/02/20 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO REED PREMISES fEa sosutencel $ 300,000 CLAIMS MADEu OCCUR MED.EXP(Any one person) $ 10,000 A YES PERSONALS ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENT_AGGREGATE LIMTTAPPLIESPER: PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY n PRO-IF (711 Loc $ CT Ih AUTOMOBILE LIABILITY ARB-ML-10000224.04 10/02/19 10/02/20 COMBINED SINQLE LIMIT X ANY AUTO (Ea accident) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ A YES X HIRED AUTOS BODILY INJURY X NM-OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ —1 ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR [CLAIMS MADE AGGREGATE $ 7 DEDUCTIBLE $ REtENTION$ $ WORKERS COMPENSATION AND YIN A WC STATU- TORYLIMITS IOTV7EA EMPLOYERS'LIABILITY C E.L EACH ACCIDENT $ ANY PROPAETOR+PANTNER/IXECUfNE OPFlCER?AEMDER EXCLUDED? EL.DISEASE•EA EMPLOYEE $ (Mandatory In N41 , SPS yea, ECIAALL PRO inlet AOVISIONS below EL DISEASE-POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Collier County Board of Commissioners,OR,Board of County Commissioners In Collier County,OR,Collier County Government,OR,Collier County Included as an additional Insured under the Commercial General Liability and Automobile Liability Policies on a primary and non-contributory basis If and to the extent required by written contract for any and all work performed on behalf of Collier County. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS 3295 Tamlaml Trail E WR OTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO Naples,FL 34112 DO S LL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE NSURER,ITS A ENTS R REPRESENTATIVES. 0 R R AT1VE Attention: 1 ACORD 25(2009/01) Certificate# 12929 ®1 88-20 9 ACORD C PORATION. All rights reserved. The ACORD name and logo are registered marks of AC O4 , 1 6E 1 Date CERTIFICATE OF LIABILITY INSURANCE 3/23/2020 Producer: Plymouth Insurance Agency This Certificate is issued as a matter of information only and confers no 2739 U.S. Highway 19 N. rights upon the Certificate Holder. This Certificate does not amend,extend Holiday, FL 34691 or alter the coverage afforded by the policies below. (727) 938-5562 Insurers Affording Coverage NAIC# Insured: South East Personnel Leasing, Inc. & Subsidiaries Insurer A: Lion Insurance Company 11075 2739 U.S. Highway 19 N. Insurer B. Holiday, FL 34691 InsurerC: Insurer D: Insurer E: Coverages 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. Aggregate Ilmits shown may have been reduced by paid claims. INSR ADOL Policy Effective Policy Expiration Date LTR INSRD Type of Insurance Policy Number Date Limits (MM/DD/YY) (MM/DD/YY) GENERAL LIABILITY Each Occurrence $ Commercial General Liability Damage to rented premises(EA =Claims Made Occur occurrence) $ Med Exp $ Personal Adv Injury $ General aggregate limit applies per: General Aggregate $ Policy El Project ❑ LOC Products-Comp/Op Agg S AUTOMOBILE LIABILITY Combined Single Limit Any Auto (EA Accident) $ All Owned Autos Bodily Injury $ Scheduled Autos (Per Person) Hired Autos Bodily Injury Non-Owned Autos (Per Accident) S Property Damage (Per Accident) EXCESS/UMBRELLA LIABILITY Each Occurrence IOccur ❑Claims Made Aggregate Deductible A Workers Compensation and WC 71949 01/01/2020 01/01/2021 X WC Statu- OTH- Employers'Liability tory Limits ER Any proprietor/partner/executive officer/member E.L.Each Accident $1,000,00e excluded? NO E.L.Disease-Ea Employee $1,000,000 If Yes,describe under special provisions below. E.L.Disease-Policy Limits $1,000,000 Other _ Lion Insurance Company is A.M.Best Company rated A(Excellent). AMB# 12616 Descriptions of Operations/LocationsNehicles/Exclusions added by Endorsement/Special Provisions: Client ID: 92-67-545 Coverage only applies to active employee(s)of South East Personnel Leasing,Inc.&Subsidiaries that are leased to the following"Client Company": Signature Tree Care,LLC Coverage only applies to injuries incurred by South East Personnel Leasing,Inc.&Subsidiaries active employee(s),while working in:FL. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A Ilst of the active employee(s)leased to the Client Company can be obtained by faxing a request to(727)937-2138 or email certificates@lioninsurancecompany.com Project Name: ISSUE 01-23-19(SS). REISSUE 03-23-20(TD) Begin Date:6/30/2013 CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY Should any of the above described policies be cancelled before the expiration date thereof,the Issuing insurer will endeavor to mail 30 days written notice to the certificate holder named to the left,but(allure to BOARD OF COUNTY COMMISSIONERS do so shah Impose no obligation or liability of any kind upon the insurer,its agents or representatives. 3295 TAMIAMI TRAIL E —— NAPLES, FL 34112 �-.a-r.�it� --- 1 6E 1 BILL OF SALE THAT SIGNATURE TREE CARE, LLC, a Florida limited liability company, with its principal office located at 1100 Commercial Boulevard, in the Town of Naples, in the County of Collier, and the State of Florida, acting herein by Ian Orlikoff, its President, hereunto authorized, hereinafter called SELLER, for the sums to be paid as specified in an "Agreement of Sale" of even date herewith and other good and valuable consideration, received to its full satisfaction of THE F. A. BARTLETT TREE EXPERT COMPANY, a Connecticut Corporation with its principal office located at 1290 East Main Street, in the City of Stamford, County of Fairfield, and State of Connecticut, hereinafter called PURCHASER, does hereby bargain, sell, transfer and convey unto the said PURCHASER the following property and business: i) All that equipment and equipage as listed on the attached Exhibits A and F; ii) All customer lists and rosters, historical customer and market data files in print and electronic format and current orders for tree work held by the SELLER on the date of closing; and iii) The business operations of SELLER, including the trade names, advertising and promotional materials, phone numbers, both fixed and cellular, and devices used in the conduct of the business, web sites and social media sites for that location. The warranties and covenants contained in the "AGREEMENT OF SALE" heretofore entered into between the SELLER and PURCHASER dated October 12`h, 2020, shall survive this Bill of Sale. 1 6 E I The terms, covenants and agreements herein contained shall bind and inure to the benefit of the respective parties hereto, and their respective legal representatives, successors and assigns. TO HAVE AND TO HOLD the same to the said PURCHASER, its successors and assigns forever to it and their own proper use and behoof; and the said SELLER does for itself and its successors and assigns, covenant and agree with the said PURCHASER to warrant and defend the sale of said business and property unto the said PURCHASER against all persons whatsoever. IN WITNESS WHEREOF, I have hereunto set my hand and seal and the seal of the said limited liability company effective as of the 12th day of October, 2020. SIGNATURE 'E CART C ;! �� By:y Ian Orlikoff, its dent STATE OF Florida ) ss: October , 2020 COUNTY OFII CV ) On this the C) day of Octo er, 2020, before me, the undersigned officer, personally appeared by means of[physical presence or [ ] online notarization, Ian Orlikoff, who acknowledged himself to be he President of Signature Tree Care LLC, a Florida limited liability company, and produced Di as identification or [ ] is personally known to me, and that he, as such President, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability comp; . imself as President. IN WITNESS WHEREOF, I her,Unte,ag d. Alf No,ary P is 6(0 POZie, TRISTAN LEIGH HARTLINE 2 *r? * CommIsslon#GG 068230 '17o� Expires January31,2021 ~rFa r_,`0, Bonded Thru Moot Notary Services 1 6E1 EXHIBIT B To follow this page Page 4 of 4 20-7675 Assumption Agreement 1 6E 1 ACC O CERTIFICATE OF LIABILITY INSURANCE DATE (MMD21WY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT York International Agency, LLC PHONE FAX Attn: bartlettcert@yorkintl.com (A/C.No.Ext): 914-376-2200 (A/C,No): 500 Mamaroneck Avenue, Suite 220 ADDRESS: Harrison NY 10528 INSURER(S)AFFORDING COVERAGE NAIC/I INSURER A:Travelers Property&Casualty Co of America 25674 INSURED INSURER B:Travelers Indemnity Company 25658 The F.A. Bartlett Tree Expert Company 1290 East Main Street INSURER C: Stamford CT 06902 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:2036155957 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. NOTIMTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VNTH 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 LTR TYPE OF INSURANCE INSQ DL SWVBR D POLICY NUMBER /YPOLICY EFF POLICY EXP LIMITS (MMIDDIYYYY) (MMIDDYYY) A X COMMERCIAL GENERAL LIABILITY Y TC2J-GLSA-1005A129-TIL-20 12/1/2020 12/1/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 PRO POLICY X JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY TC2J-CAP-1005A130-TIL-20 12/1/2020 12/1/2021 COMBINED SINGLE LIMIT (Ea accident) $2,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERTY X HIRED AUTOS X AUTOSiNN ED (Pena cident) DAMAGE UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION UB-7N67 371 5-2 0-51-R 12/1/2020 12/1/2021 X PER OTH- A AND EMPLOYERS'LIABILITY Y/N UB-7N781486-20-51-K 12/1/2020 12/1/2021 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County,OR,Collier County Government,OR,Collier County included as additional insured under the captioned Commercial General Liability and Automobile Liability Policies on a primacy and non-contributory basis for work performed by The F.A.Bartlett Tree Expert Company if and to the extent required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail E. Naples FL 34112 AUTHORIZED REPRESENTATIVE c ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD