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#21-7829 (Material Handling Systems, Inc.) FIXED TERM SERVICE AGREEMENT # 21-7829 for Overhead Crane and Hoist Preventative Maintenance and ,,Repair THIS AGREEMENT, made and entered into on this e day of �A.rle. 2021 , by and between Material Handling Systems, Inc. authorized to do business in the State of Florida, whose business address is 2741 NE 4th Avenue, 4th Floor, Pompano, FL 33064 , (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 n upon the date of Board approval; or on — ---..-and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑^notice--to-Proceed-. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of 2 Request--foi Proposal-(R-R), Ii Invitation to Bid (ITB) Other, ( )# 21-7829 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ❑� The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement 2021_Ver.1 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): E Lump---San-4l=ixed--Pr ce}--A fir-m-fi xed toil-pfio -sffer-ir g-#gar-a--pf-ejea thee-risk&--are t o f d-ffe+n-the- Rty to-the-eentfaeteF,-and, as a bust s aetice them #yearly theft—the--soma ter-must erforfr --to -the ty- -pr©jeet—enager-b re-payment fof--the-fed-pfis ratraot is—authorized, ■ 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. Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2 of 17 Fixed Term Service Agreement 2021_Ver.1 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4,5 ❑ (shed%--it-a aNe)--Tfav 11 and--Reimbursable-Eden s: Tfavel--,and Reimbursable-Expenses-rnustbe-approved-in-advanee-in-writing-by-the Gounty:'."""Thavel rsed-as-per-SeetioR412-:96 .-Plea-Stats-: ReifilbtlfS ing~.•fates: Mileage $0:44:-5-per-m+le Breakfast $6:00 Lunch $4-1-00 Dinner $19.00 Airfare AAetual-tieket cost limit ac-•4-•elass4are Rental init mpa •z-e vehieles Lodging Aetuakeost-e ledg+r t-singl pa y`-rate itl a sap-ef-a a Parking Aetual-Bost-e-f-park g Taxi-or-Airport-Limousineofeither-taxi-er-airpert-limoueine Reirnbufsabl cnscs shall be-limited -the foll®wing--telephone .y • mkpost lge---•reimbursable items-will be •aid--only-rafter-Gontrastsr--bas-pr-ovided••-all-receipts --Osratraotar--shaltbe rasp • r-seet-s-ai d-exp d-Twit#--activities-an•d--soliaitatioas undertaken-oursuant to-this-Agreement 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Material Handling Systems, Inc. Address: 2741 NE 4th Ave Pompano Beach, FL 33064 Authorized Agent: Danielle Fontes, CFO Attention Name & Title: Henry Manson, Branch Manager Telephone: (954) 416-3729 / (407) 450-6309 E-Mail(s): Danielle.Fontes@mhscrane.com / OrlandoManager@n Page 3 of 17 Fixed Term Service Agreement 2021_Ver.1 A 4 '1Q 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 Name: Solid & Hazardous Waste Management Division Director: Kari Hodgson Address: 3339 Tamiami Trail East Naples, Florida 34112 Administrative Agent/PM: Taylor Sawatzky, Project Manager Telephone: (239) 252-5333 E-Mail(s): Taylor.Sawatzky@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during Page 4 of 17 Fixed Term Service Agreement 202 1_Ver.1 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 sole judge of the non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. ❑� Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. 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. • 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. ❑ Professional-Liability: Shati-be-t ai to reed-13 ae--Conti-a te-ensure-its legal limb' ' --a#the--peffGFina-fec of professional--sees---under-this Ag-reemeet Oentf-aeto e-every--aga+nst•Geunty-as-tear y-eiainas-undef this-ies Irene-•e.----St el sur-anee--sf all-have-ti it of r�et less--tha;^ Gwen el • ❑ Cyber Liabilltv:-Cover,age-shall lave-mk1imurn°timits-o#-$— p im. ❑ ;_C verage--shall have rr}iiarra�ltrf�it $ per-eiat m. Page 5 of 17 Fixed Term Service Agreement 2021_Ver.1 Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. Page 6 of 17 Fixed Term Service Agreement 2021_Ver.1 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Solid and Hazardous Waste Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), ■ Exhibit A Scope of Services, Exhibit B Fee Schedule, n RFP/ n ITB/n Other -- #21-7829 , including Exhibits, Attachments and Addenda/Addendum, n subsequent quotes;and ■ Other Exhibit/Attachment: Federal Contract Provisions and Assurances . 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: Page 7 of 17 Fixed Term Service Agreement 202 1_Ver.1 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 Email: PublicRecordRequestAcolliercountyfLgov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. Page 8 of 17 Fixed Term Service Agreement 2021_Ver.1 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. n■ 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. I■I WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, Page 9 of 17 Fixed Term Service Agreement 2021_Ver.1 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. n PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. Page 10 of 17 Fixed Term Service Agreement 202 1_Ver.1 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. ❑ KEY-PERSONNEL-The Contractor's-personnel--arid--management-to-be---utili-zecfw-for this-proect-shall-be-Iieewledgeabfe-in-their-a-real-of--expertise----The--Go my cefvestk e right-to-perform-investigations-as-may-be-deemed-necessary to--ensure--that-competent persons-will--be-t+tilized--irt-the-perfarl aance-of-the-Agreement. The-Centfactor shall ash as-rnalay-people--a plete-the-services-err-a--timely- is;--aced-each-person assigned-sbail--be available--for-ate-ameaAAt-of time-adequate--tee-meet-ties required-service dates---The-Gontr-aetef-shall riot change-Key-Per&ennel-unless-the-fo!!cW!ng-cenditiens-are met: (1) Proposed replacements-leave-substantially-the same-or-better qualifications and/or-experience. (2) that-the-county-4s-notified-in-writing--aS-fer-in-advance-as--possible The-Gontr actor+shalhmak -co r rerclally-reasonable-effects te-notify-Dallier- unty-within seven-(7)--days the-garage- he ounty-retains-final-approval--ef-proposed-feplacemerat personnel- ❑■ AGREEMENT STAFFING.The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. Page 11 of 17 Fixed Term Service Agreement 2021_Ver.1 35. ❑ ORD R-OAF-PR-E--GE---® 14GE-:--I1 -the-event of-arty--oan#lief-betty€en-or-a aong_-t4 e"-ter-ms of-any-of-the--OGRtrao rne-nts, theeterms-of- solieatation-the---Gontrast®r's- Proposal; and/or the-Gounty's Board-a-ppr-evedmEx-eoutive-Surnmary,1he-GontractiDeournel -shall take-precedence: n ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. Page 12 of 17 Fixed Term Service Agreement 2021_Ver.1 38. I SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 Fixed Term Service Agreement 2021_Ver.1 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, Acting Clerk of Court COLLIER OUNTY, FLORIDA &Comptroller . By: By: C P N AYL air Dated: J (SEAL) } s ath :.,i'deS Contractor0Miiiei§ • Material Handling Systems, Inc. Contractor , i(_______________ Th -- By:Contrac or s first Witness ignatur Pc,.h Id c.fh►-t.(tn T ype/print signature and titleT TType/print witness nameT 4,.... I. Cctor's Second Witness TType/print witness nameT Approved s to Form and Legality: County Attorne rent Nam 011\ Page I4of17 I'ixcd'Icrn Service Agrccmcnl 2021__Vec I Exhibit A Scope of Services ❑■ following this page (containing 3 pages) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement 2021_Ver.1 ITB#21-7829 "Overhead Crane and Hoist Preventative Maintenance and Repair" Exhibit A SCOPE OF SERVICES The intent of this Agreement is to provide preventative maintenance and repairs on cranes, hoists and davits for the Public Utilities Department.The cranes and hoists serve varying purposes and are located County-wide. Each piece of equipment has its own operating manual and specified maintenance requirements.The intent is to maximize the lifespan of the equipment. The terms"Vendor"and"Contractor"will be used interchangeably throughout the Agreement. 1. CRANE AND HOIST LOCATIONS SCWRF—5600 Warren Street,Naples,Florida(Water Reclamation Facilities) NCWRF—10500 Goodlette Frank Road,Naples,Florida(Water Reclamation Facilities) NCRWTF—8005 Vanderbilt Beach Road,Naples,Florida(Water Reclamation Facilities) SCWRF—3851 City Gate Drive,Naples,Florida(Water Reclamation Facilities) 2323 Piper Blvd.Naples,Fl.34109 10015 Heather Lane Naples,Fl.34109 6027 Shirley Street Naples,FL 34109 Foxfire-5500 Radio Road(IQ Pump Station) Glades- 105 Palm Drive(IQ Pump Station) Pelican Bay-Watergate Way(IQ Pump Station) Mobile Cranes-F450 Truck Mount 2. PREVENTATIVE MAINTENANCE AND REPAIRS 2.1. Preventative maintenance will be conducted on all cranes, hoists and davits at the locations listed above in accordance with the manufacturers recommendations and industry standards.The vendor must complete the Collier County Public Utilities Department Preventative Maintenance Program Annual Crane Inspection Checklist(attached following page 3 of this scope).The vendor shall provide the following with each Inspection Checklist: • Remarks for each crane,hoist and davit inspection • A minimum of three photos(before,during,after)of the crane,hoist and davit being serviced. • Recommend repairs,if applicable • A complete Checklist must be submitted by the vendor to County Representative upon completion or within three (3)business days if repairs are recommended. Note: failure to provide the completed, signed and dated Checklist may delay the vendor's payment. 2.2. Material used during preventative maintenance including but not limited to grease,lube,fluids,filters,sundries would be considered part of the service by industry standards shall not be invoiced to the County and shall be included in the preventative maintenance unit price as outlined on Exhibit B-Fee Schedule. 2.3. The vendor shall provide a master schedule of days for all preventative maintenance. 2.4. All cranes must receive annual certifications provided by the vendor during the preventative maintenance. 2.5. Should a repair or replacement part be recommended, the vendor shall provide a quote for all parts and labor in the "Recommendations for Repairs"section of the Inspection Checklist.Prior to the repair the vendor must obtain the County Representative's signature and approval to perform the repair. The quote shall be provided within three(3)business days from the date of the preventative maintenance. Labor rates and allowable 10%markup must be billed as listed on the Exhibit B-Fee Schedule. Page 1 of 3 Exhibit A-Scope of Services 2.6. It shall be to the sole discretion of the County Representative to determine if the quote provided is reasonable. The County Representative may evaluate the quotes and recommendations to determine a course of action in the best interest of the County. 2.7. Should the quote for repairs or replacements change,it is both the vendor and the County Representative's responsibility to assure a modified Purchase Order is issued.Failure to update the Purchase Order may delay payment. 2.8. Should the vendor need to hire a subcontractor,the subcontractor charges may be invoiced at cost plus a non-negotiable 15%markup. A copy of the subcontractor's invoice shall be submitted along with vendor's invoice. Subcontractor's hourly rate may not exceed the vendor's hourly rates listed on the Bid Schedule. 2.9. The vendor may only invoice for actual time at the job site.The County Representative will confirm the charges.Travel and related travel expenses will not be accepted. 2.10. The vendor shall perform a joint inspection with the County upon completion of all work,unless waived by the County Representative. The work shall not be deemed complete until all requested documentation has been provided to the County Representative. 3. EOUIPMENT&PARTS 3.1. All equipment and parts provided and installed by the vendor shall be new and free of defects and may require County Representative approval prior to installation. At a minimum, replacement parts and/or maintenance materials shall be based on the crane and hoist manufacturer's recommendations. 3.2. Equipment and parts with a single item amount of up to$250.00 or more shall require backup documentation. Equipment and parts may be invoiced at cost plus non-negotiable 10%markup. Markup does not apply to sales tax,or freight charges. All shipping or freight charges must have backup documentation. 3.3. Should the vendor need to rent equipment to complete the project,rental charges may be invoiced at cost plus a non- negotiable 10%markup. A copy of the rental receipt shall be required with the vendor's invoice. 4. ASSIGNMENT OF WORK 4.1. The vendor shall provide a company contact name,phone number and email address for all requests and shall be available twenty-four(24)hours per day,365 days per year. 4.2. If the primary vendor does not respond in the required time period,the County may solicit the secondary vendor and then the tertiary vendor. 4.3. The County will issue a PURCHASE ORDER. No work shall be performed until the vendor is in receipt of an approved purchase order. 4.4. A Purchase Order shall survive Contract expiration to allow completion of an order. 5. WORK HOURS 5.1. Normal business hours shall be 7:00am to 5:00pm,Monday through Friday,excluding County observed holidays.Requests outside of the normal business hours shall follow the Urgent Response listed below. 6. RESPONSE TIMES 6.1. Normal Request • Vendor shall acknowledge a request for quote via email or phone call within twelve(12)hours from the time the County issued the request. • Vendor shall provide a written quote to the requestor via email within three(3)business days of the initial request from the County. Page 2 of 3 Exhibit A-Scope of Services t • The County may request that the vendor start work within two (2)business days after a valid Purchase Order has been e-mailed to the vendor by an appropriate County Representative. 6.2. Urgent Request • Vendor shall acknowledge an urgent request via email or phone call within one(1)hour of the request being sent by the County. • Vendor shall be on-site within three(3) hours after the County's initial request. A response time that exceeds the three(3)hours must be approved by the County Representative. • The County will provide a valid Purchase Order within forty-eight(48)hours of the initial urgent request. • Vendor shall be paid 1.5x straight time hourly rate for urgent requests regardless of the day or time the work is performed. 6.3. If the vendor fails to respond within the required response times for both Normal and Urgent requests, the County reserves the right to seek services outside of the contract. 7. PERMITS 7.1. The vendor shall be responsible for permit submissions,unless otherwise instructed in writing by the County. Permit fees will be reimbursed at cost,no mark-up shall be allowed. Supporting documentation showing the fee paid must be included with the vendor's invoice. 7.2. If the permit submissions requiring engineering services, the vendor must use a licensed Engineer with all applicable certifications. 8. SAFETY 8.1. The Vendor shall comply with all Occupational Safety and Health Administration (OSHA), Environmental Protection Agency(EPA),the National Institute of Occupational Safety Hazards(NIOSH),the American National Standards Institute (ANSI), the National Fire Protection Association (NFPA), the Crane Manufacturers Association of America, Inc. (CMAA), National Electric Code (NEC), American Society of Mechanical Engineers (ASME), State and County regulations while performing work under the resultant Contract. Vendor 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. 8.2. Barricades shall be provided and utilized by the vendor when work is performed in public areas,or when deemed necessary by the County. 8.3. Hazardous conditions shall be immediately reported to the County. Page 3 of 3 Exhibit A-Scope of Services Exhibit B Fee Schedule following this page (containing 1 pages) Page 16 of 17 Fixed Term Service Agreement 202 1_Ver.I ITB#21-7829 "Overhead Crane & Hoist Preventative Maintenance and Repair" Exhibit B-FEE SCHEDULE Preventative Maintenance&Certification (all-inclusive pricing) Item# Unit Price 1 .5 Ton Crane and Hoist $86.00 2 1 Ton Crane and Hoist $86.00 3 1.5 Ton Crane and Hoist $86.00 4 2 Ton Crane and Hoist $86.00 5 2.5 Ton Crane and Hoist $86.00 6 3 Ton Crane and Hoist $105.00 7 3.5 Ton Crane and Hoist $105.00 8 4 Ton Crane and Hoist $107.00 9 4.5 Ton Crane and Hoist $107.00 10 5 Ton Crane and Hoist $107.00 11 5.5 Ton Crane and Hoist $108.00 12 6 Ton Crane and Hoist $108.00 13 Mobile Crane Lift $86.00 14 Davit Cranes(standard price) $86.00 Repair Services Item # Hourly Rate 15 Project Manager $86.00 16 Field Supervisor $86.00 17 Operator $86.00 18 Specialized Laborer $86.00 19 Laborer $86.00 MARKUP and OVERTIME RATE Equipment and Parts Markup Percent 10% Rental Equipment Markup Percent 10% Subcontractor Markup Percent 15% County Observed Holidays,and Urgent Requests Markup Rate 1.5X Straight Time Hourly Other Exhibit/Attachment Description: Federal Contract Provisions and Assurances ❑■ following this page (containing 12 pages) ❑ this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement 2021_Ver.1 Collier County Solicitati n 21.7829 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract,the Supplemental Conditions shall govern.This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. Pursuant uniform requirements of federal awards (2 CFR Part 200,23)the definition of CONTRACTOR is an entity that receives a Contract/Purchase Order. Compliance with Federal Law,Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded Subaward and Grant Agreement, (ii)the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii)the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement,to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with all applicable Federal law, regulations,executive orders, FEMA policies, procedures, and directives. O 2 C.F.R. Part 200 Uniform Administrative Requirements,Cost Principles, and Audit Requirements for Federal Awards o 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide (Version 4, most recent update, Effective June 1, 2020) EXHIBIT I-1 1/1312021 12:54 PM p,45 ONO,. Collier County Solicitation 21-7829 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES• Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations,excerpts,and transcriptions.(2)The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. (4) In compliance with the Disaster Recovery Act of 2018, the County and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. Changes: To be eligible for FEMA assistance under the non-Federal entity's FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope. DHS Seal, Logo,and Flags:The contractor shall not use the DHS seal(s),logos,crests,or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. No Obligation by Federal Government:The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity,contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract. Administrative, Contractual, or Legal Remedies (over $250,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor,arising out of or relating to this contract, or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Termination: See Standard Purchase Order and/or Contract Terms and Conditions Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5). (1) Overtime requirements.No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph(1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(1)of this section, in the sum of$27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1)of this section. EXHIBIT I-2 1/13/2021 12:54 PM p.46 -., l , Collier County Solicitation 21-7829 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Withholding for unpaid wages and liquidated damages. The County or FEMA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld,from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)of this section. (4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." Rights to Inventions Made Under a Contract or Agreement: Exempt from FEMA Public Assistance Funding Clean Air Act (over$150,000): 1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended,42 U.S.C. §7401 et seq. 2.The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn,report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Federal Water Pollution Control Act (over $150,000): 1. The contractor agrees to comply with all applicable standards,orders, or regulations issued pursuant to the Federal Water Pollution Control Act,as amended, 33 U.S.C. 1251 et seq. 2. The contractor agrees to report each violation to the County and understands and agrees that the County will,in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Suspension and Debarment: (1)This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905)are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2)The contractor must comply with 2 G.F.R. pt. 180,subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4)The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R.pt.3000,subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress,officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any EXHIBIT I-3 1/13/2021 12:54 PM p.47 �v, Collier County Solicitation 21-7829 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." Procurement of Recovered Materials (§200.323) (Over$10,000): 1. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired— a. Competitively within a timeframe providing for compliance with the contract performance schedule; b. Meeting contract performance requirements;or c.At a reasonable price.2. Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program 3. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act." Contracting with small and minority businesses,women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2)Assuring that small and minority businesses,and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4)Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let,to take the affirmative steps listed in paragraphs (1)through (5)of this section. Domestic Preference for Procurements 200.322 (a)As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase,acquisition,or use of goods,products,or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award.(b)For purposes of this section: (1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.(2)"Manufactured products"means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. EXHIBIT I-4 1/13/2021 12:54 PM p•48 Collier County Solicitation 21-7829 { EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES TELECOMMUNICATIONS EQUIPMENT OR SERVICES Prohibition on Covered Telecommunications Equipment or Services (a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy,#405-143-1 Prohibitions on Expending FEMA Award Funds forcovered Telecommunications Equipment or Services As used in this clause— (b) Prohibitions. (1)Section 889(b)of the John S. McCain National Defense Authorization Act for Fiscal Year2019, Pub.L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons. (2) Unless an exception in paragraph (c)of this clause applies, the contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to: (I) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (ii) Enter into, extend,or renew a contract to procure or obtain any equipment, system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology of any system; (iii)Enter into,extend,or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system;or (iv) Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (c) Exceptions, (1)This clause does not prohibit contractors from providing—a.A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or b. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that. such equipment transmits or otherwise handles. (2) By necessary implication and regulation, the prohibitions also do not apply to: a. Covered telecommunications equipment or services that: I.Are not used as a substantial or essential component of any system; and ii. Are not used as critical technology of any system. b. Other telecommunications equipment or services that are not considered covered telecommunications equipment or services. (d)Reporting requirement. (1) In the event the contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the contractor is notified of such by a subcontractor at any tier or by any other source, the contractor shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause: (i) Within one business day from the date of such identification or notification:The contract number;the order EXHIBIT I-S 1/13/2021 12:54 PM p.49 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.(ii)Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended, In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services,and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph(e), in all subcontracts and other contractual instruments. (f) Definitions Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network(e.g.,connecting cell phones/towers to the core telephone network). Backhaul can be wireless(e.g., microwave)or wired (e.g.,fiber optic, coaxial cable, Ethernet) Covered foreign country means the People's Republic of China. Covered telecommunications equipment or services means—a.Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation, (or any subsidiary or affiliate of such entities); b. For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes,video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities);c.Telecommunications or video surveillance services provided by such entities or using such equipment;or d.Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B)or sharing data and other information resources. Roaming means cellular communications services(e.g.,voice,video,data)received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high, Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service. Telecommunications equipment or services means telecommunications or video surveillance equipment or services, such as, but not limited to, mobile phones, land lines, Internet, video surveillance, and cloud servers. EXHIBIT I-6 Collier County Solicitation 21-7B29 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES CONSTRUCTION ACTIVITIES Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60- 1.4. During the performance of this contract, the contractor agrees as follows: (1)The contractor will not discriminate against any employee or applicant for employment because of race, color,religion,sex,sexual orientation,gender identity,or national origin.The contractor will take affirmative action to ensure that applicants are employed,and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment,upgrading, demotion,or transfer;recruitment or recruitment advertising;layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race,color, religion, sex, sexual orientation, gender identity, or national origin. (3)The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4)The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers'representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5)The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6)The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books,records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,and orders. (7)In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part an the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule, regulation,or order of the Secretary of Labor,or as otherwise provided by law. EXHIBIT I-7 1/13/2021 12:54 PM p,51 Collier County Solicitati n 21-7829 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs(1)through(8)in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States, Davis Bacon Act: Exempt under FEMA Public Assistance Funding Copeland Anti-Kickback Act: Exempt under FEMA Public Assistance Funding 1/13/2021 12:54 PM P•SQ,�rt.>` Collier County Solicitation 21-7829 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions,and Grant Clauses Certification This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives. If the Contractor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the County for review and approval. The Contractor agrees to include in the subcontract that(1)the subcontractor is bound by the terms of this Agreement, (ii)the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the County and the Grantor Agency harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement,to the extent allowed and required by law.The County may document in the quarterly report the Contractor's progress in performing its work under this agreement. On behalf of my firm, I acknowledge,the grant requirements identified in this document. Vendor/Contractor Name M&4.ev'i&l HUG 11 ty($`1 1 . Date Authorized Sig ".— f of EXHIBIT I-9 1/13/2021 12:54 PM p.53 -�f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT,SUSPENSION, INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions (I) The prospective subcontractor of the Sub-recipient, Collier County, certifies, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the Sub-recipient's subcontractor is unable to certify to the above statement,the prospective contract shall attach an explanation to this form. CONTRACTOR rf"l, lei t,( 3ielle ;ste J�~'J e, Signatur Pei") r v t lettP4/ arctoc6( Alccoae v-- Name and Titl 2."7 lif/ N.6. Lam% katue Stre dress OW c.c t-f , FL- 3c-l0 City, State, 7 Q Z' DUNS Number Fe tikc,av1 11 ' 1 Date Sub-Recipient Name: Collier County Board of County Commissioners DEM Contract Number: TBD FEMA Project Number: TBD EXHIBIT 1-10 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES --.— . .„ . . COWER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT 1 StatIS AtIII be°:erited. Unvenfibie manes wt-4 tequ re the PP ME to eltbite prate&i revised staler/le/It or Ater:NSe source flocansentatIon that:9°Crates a 1 StPN3 I A. PRIME VENDOR/CONTRACTOR INFORMATION ,11.1 PRIME NAME PRIME FED PLUMBER CONTRACT DOLLAR AMOUNT ,nield 4 / Allail 65-----12.1_ 3 9 JA/5;307, 00 TIK E PRIME A FLORLEIACERTIPIE DI ADVANTAGED, VETERAN V IS THE ACTIVITY OF 7VPS CONTRACT_ 1 MiNORITI OR WOMEN BLAINE ENTERPRISE? C? DEEP V e CONSTRUCTION1 Y iDEEILIEVADE!OR NAVE A SMALL DISADVANTAGED 1 EUSINESS SA CEPTTPICATION PROM THE SMALL ALISINESS "BE' N CONStJtTA'DON? v 63 'ADMINISTRATION? A SEW !!PCE VISA LED VETERAN, WEE? Y co °THEP? 0 SOB SA1 ) N l':.•TH S 5 4.,5 m 5 5-ON A REVISLCIN, V N f IF.S, • B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION Dim miwel SUBCONTRACTOR OR SUPPLIER TYPE OF WORE OR ETIgNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAP° NAME SPECIALTY (See Wow! DOLLAR AMOUNT DOLLARS /t14 .. ... • , C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER -i,knvy Mii100 Fear-1.40,y // 2.Pzi _.,,,... (act-i MAIAtk.eke- EMAIL ADDRESS OF PRIME SuBM1rrEpI TELEPHOPX NUMBER TAX NUMBER Orhydti matiaoge-lotfrileeeN, CALA 07-t/S-0-k3 09 110 7—,,573— 1,0 7-7 NOTE:This issfasissa.ss is used to track and report anticipated DEE or MBA participation In*large-NIB-VI eorktreets, The anticipated DEE or MBE amount is voluntary MI'MB not become pan of the contractual terms. This form must be submitted at time of reepottse to a So6CitatIOTt 4 and when aware/rid a County contract,the prime wilt be asked us update the information for the grant compliance flies ETHEMEITY CODE Eiack American K.Ipa 11c A mer can ( r" Mabee American A`"—filiit: Subtont Alvin Amman SAA AsiaA-Patifir Amman APA reon-minority'in omen NMW Other:riot of any other group listed 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY ZEPAPTMENT NAME :i.I.L.ET CONTRECT Piflvkf P.,,,,-AD PED SPAT PROGPALL)CONTFALT ACCEPTED BY: i-- DATE EXHIBIT I-11 Collier County Solicitation 21-7829 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION (To be submitted with each bid or offer exceeding$100,000) The undersigned{Contractor]certifies,to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,amendment, or modification of any Federal contract, grant, loan,or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee f Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, r cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. i 3.The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. 1 This certification is a material representation of fact upon which reliance was placed when this transaction w's made or entered into. Submission of this certification is a prerequisite for making or entering into this transacti n imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995).Any person who fails to fi e the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,0 0 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Aø&i nit/e 04 - e �Jf / Contractor("irm Name) J --/ Signature . tracto s Authorized Official .0 of M5oii Rat% aida 10V. Name and Ti le of Contractor's Autho {zed Official ft 6( i 1t 2ozr Date EXHIBIT I-12 1/13/2021 12:54 PM p•56 AccoRD CERTIFICATE OF LIABILITY INSURANCE DATE Y)3/1/2021 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 Middle Unit 1 NAME: Setnor Byer Insurance & Risk ,PHONE /c Nn u.Ext): (954)382-4350 FAX (A/C,No): (954)382-2810 900 S. Pine Island Road #300 A-MAIL INSURER(S)AFFORDING COVERAGE NAIC# Plantation FL 33324 INSURER A:National Trust Insurance Co 20141 INSURED INSURER B:FOCI Insurance Company 10178 Material Handling Systems, Inc INSURER C: 2741 NE 4th Avenue INSURERD: INSURER E: Pompano Beach FL 33064 INSURERF: COVERAGES CERTIFICATE NUMBER:2020_1230 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 TYPE OF INSURANCE LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE X OCCUR PR TORENTED PREMISES (RENTED occurrence) $ 100,000 X Y GL1oo065138 1/1/2021 1/1/2022 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JPROECT- LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED _ AUTOS AUTOS X y CA1o0065134 1/1/2021 1/1/2022 BODILY INJURY(Per accident) $ NON-OWNED "PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ UMB100065140 1/1/2021 1/1/2022 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N I A B (Mandatory in NH) y WC0100065141 1/1/2021 1/1/2022 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) General Liability: Additional Insured per form CGL0841013 and CGL0880115, when required by written contract, Primary and Noncontributory per form CG20010413, when required by written contract, Waiver of Subrogation per form CGL0880115, wheen required by written contract. Workers compensation: Waiver of Subrogation per from WC0003130484, when required by written contract. Auto liability: Additional Insured per form CAU0580519, when required by written contract, Waiver of Subrogation per form CAU0580519, when required by written contract. Excess Liability is excess of scheduled underlying. All of the above are subject to policy terms, limitations and conditions. 45 day notice of cancellation, except 10 days for CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East Naples, FL 34112 AUTHORIZED REPRESENTATIVE Daniel Saunders/DANNY ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) COMMENTS/REMARKS non-payment as per Florida statute. OFREMARK COPYRIGHT 2000, AMS SERVICES INC. COMMERCIAL GENERAL LIABILITY CG20010413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Insured Copy POLICY NUMBER: GL100065138-00 COMMERCIAL GENERAL LIABILITY CGL 084(10 13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU - ONGOING OPERATIONS AND PRODUCTS-COMPLETED OPERATIONS This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE (OPTIONAL) Name of Additional Insured Persons or Organizations (As required by written contract or agreement per Paragraph A. below.) Locations of Covered Operations (As per the written contract or agreement, provided the location is within the"coverage territory".) 001 (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II—Who Is An Insured is amended to include as an additional insured: 1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement in effect during the term of this policy that such person or organization be added as an additional insured on your policy; and 2. Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above; and CGL 084(10 13) Includes copyrighted material of the Insurance Services Offices; Inc. with its permission. Page 1 of 3 Copyright 2013 FCCI Insurance Group. insured Copy 3. The particular person or organization, if any, scheduled above. Such person(s) or organization(s) is an additional insured only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury" occurring after the execution of the contract or agreement described in Paragraph 1. above and caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional insured: or 3. "Your work" performed for the additional insured and included in the"products-completed operations hazard" if such coverage is specifically required in the written contract or agreement. However, the insurance afforded to such additional insured(s) described above: 1. Only applies to the extent permitted by law; 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; 3. Will not be broader than that which is afforded to you under this policy; and 4. Nothing herein shall extend the term of this policy. B. The insurance provided to the additional insured does not apply to"bodily injury", "property damage"or "personal and advertising injury" arising out of the rendering 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. C. This insurance is excess over any other valid and collectible insurance available to the additional insured whether on a primary, excess, contingent or any other basis; unless the written contract or agreement requires that this insurance be primary and non-contributory, in which case this insurance will be primary and non-contributory relative to insurance on which the additional insured is a Named Insured. D. With respect to the insurance afforded to these additional insureds, the following is added to Section III— Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.1.; or 2. 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 Declarations. E. Section IV—Commercial General Liability Conditions is amended as follows: The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement must as soon as practicable: CGL 084(10 13) Includes copyrighted material of the Insurance Services Offices, Inc.with its permission. Page 2 of 3 Copyright 2013 FCCI Insurance Group. Insured Copy 1. Give us written notice of an "occurrence" or an offense which may result in a claim or"suit" under this insurance, and of any claim or"suit"that does result; 2. Send us copies of all legal papers received in connection with the claim or"suit", cooperate with us in the investigation or settlement of the claim or defense against the"suit", and otherwise comply with all policy conditions; and 3. Tender the defense and indemnity of any claim or"suit"to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement and agree to make available all such other insurance. However. this condition does not affect Paragraph C. above. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or"suit". F. This endorsement does not apply to any additional insured or project that is specifically identified in any other additional insured endorsement attached to the Commercial General Liability Coverage Form. CGL 084(10 13) Includes copyrighted material of the Insurance Services Offices, Inc. with its permission. Page 3 of 3 Copyright 2013 FCCI Insurance Group. Insured Copy FIRST CHOICE CONTRACTORS LIABILITY ENDORSEMENT TABLE OF CONTENTS DESCRIPTION PAGE Additional Insured Coverage 9 Bail Bonds 9 Blanket Waiver of Subrogation 14 Bodily Injury and Property Damage 1 Care, Custody or Control 3 Contractors Errors and Omissions 6 Contractual Liability(Personal &Advertising Injury) 2 Electronic Data Liability 1 General Liability Conditions 13 Incidental Malpractice 9 Insured 9 Limited Product Withdrawal Expense 3 Limits of Insurance 11 Loss of Earnings 9 Lost Key Coverage 8 Newly Formed or Acquired Organizations 11 Non-Owned Watercraft 1 Property Damage Liability—Borrowed Equipment 1 Tenant's Property and Premises Rented To You 8 Voluntary Property Damage 2 Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FIRST CHOICE CONTRACTORS LIABILITY ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM NOTE:The following are additions, replacements and amendments to the Commercial General Liability Coverage Form, and will apply unless excluded by separate endorsement(s)to the Commercial General Liability Coverage Form. The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended as follows: SECTION I-COVERAGES,COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE is amended as follows: 1. Extended "Property Damage" Exclusion 2.a., Expected or Intended Injury, is replaced with the following: a. "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. 2. Non-owned Watercraft Exclusion 2.g. (2) (a) is replaced with the following: (a) Less than 51 feet long: and 3. Property Damage Liability—Borrowed Equipment The following is added to Exclusion 2.j. (4): Paragraph (4) of this exclusion does not apply to"property damage"to borrowed equipment while at a jobsite and not being used to perform operations. The most we will pay for"property damage"to any one borrowed equipment item under this coverage is$25,000 per"occurrence". The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. 4. Limited Electronic Data Liability Exclusion 2.p. is replaced with the following: p. Electronic Data Damages arising out of the loss of, loss of use of. damage to, corruption of, inability to access, or inability to manipulate"electronic data"that does not result from physical injury to tangible property. The most we will pay under Coverage A for"property damage" because of all loss of"electronic data" arising out of any one"occurrence" is$10,000. We have no duty to investigate or defend claims or"suits" covered by this Limited Electronic Data Liability coverage. The following definition is added to SECTION V—DEFINITIONS of the Coverage Form: "Electronic data" means information,facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 1 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) For purposes of this Limited Electronic Data Liability coverage, the definition of"Property Damage" in SECTION V—DEFINITIONS of the Coverage Form is replaced by the following: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the"occurrence"that caused it; c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate"electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the"occurrence"that caused it. For purposes of this insurance, "electronic data" is not tangible property. SECTION I —COVERAGES, COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY is amended as follows: Paragraph 2.e. Exclusions—the Contractual Liability Exclusion is deleted. SECTION I —COVERAGES, the following coverages are added: COVERAGE D. VOLUNTARY PROPERTY DAMAGE 1. Insuring Agreement We will pay, at your request, for"property damage" caused by an "occurrence", to property of others caused by you, or while in your possession, arising out of your business operations. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: "Property Damage"to: a. Property at premises owned, rented, leased or occupied by you; b. Property while in transit; c. Property owned by, rented to, leased to, loaned to, borrowed by, or used by you; d. Premises you sell, give away, or abandon, if the"property damage" arises out of any part of those premises; e. Property caused by or arising out of the "products-completed operations hazard"; f. Motor vehicles; g. "Your product" arising out of it or any part of it; or h. "Your work" arising out of it or any part of it. 3. Deductible We will not pay for loss in any one"occurrence" until the amount of loss exceeds $250. We will then pay the amount of loss in excess of$250 up to the applicable limit of insurance. 4. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 2 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) The insurance afforded under COVERAGE D is excess over any other valid and collectible property or inland marine insurance(including the deductible applicable to the property or inland marine coverage) available to you whether primary, excess, contingent or any other basis. Coverage D covers unintentional damage or destruction, but does not cover disappearance, theft, or loss of use. The insurance under COVERAGE D does not apply if a loss is paid under COVERAGE E. COVERAGE E. CARE, CUSTODY OR CONTROL 1. Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of "property damage"caused by an "occurrence", to property of others while in your care, custody, or control or property of others as to which you are exercising physical control if the"property damage" arises out of your business operations. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: "Property Damage" to: a. Property at premises owned, rented, leased or occupied by you; b. Property while in transit; c. Premises you sell, give away, or abandon, if the"property damage" arises out of any part of those premises: d. Property caused by or arising out of the"products-completed operations hazard"; e. Motor vehicles; f. "Your product" arising out of it or any part of it; or g. "Your work" arising out of it or any part of it. 3. Deductible We will not pay for loss in any one"occurrence" until the amount of loss exceeds $250. We will then pay the amount of loss in excess of$250 up to the applicable limit of insurance. 4. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance afforded under COVERAGE E is excess over any other valid and collectible property or inland marine insurance (including the deductible applicable to the property or inland marine coverage) available to you whether primary, excess, contingent or any other basis. The insurance under COVERAGE E does not apply if a loss is paid under COVERAGE D. COVERAGE F. LIMITED PRODUCT WITHDRAWAL EXPENSE 1. Insuring Agreement a. If you are a"seller", we will reimburse you for"product withdrawal expenses" associated with "your product" incurred because of a"product withdrawal"to which this insurance applies. The amount of such reimbursement is limited as described in SECTION III - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered. CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc., with its permission. Page 3 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) a. This insurance applies to a"product withdrawal" only if the "product withdrawal" is initiated in the "coverage territory'during the policy period because: (1) You determine that the"product withdrawal" is necessary; or (2) An authorized government entity has ordered you to conduct a"product withdrawal". c. We will reimburse only those"product withdrawal expenses"which are incurred and reported to us within one year of the date the"product withdrawal"was initiated. d. The initiation of a "product withdrawal"will be deemed to have been made only at the earliest of the following times: (1) When you have announced, in any manner, to the general public, your vendors or to your employees (other than those employees directly involved in making the determination) your decision to conduct a"product withdrawal"This applies regardless of whether the determination to conduct a"product withdrawal" is made by you or is requested by a third party; (2) When you received, either orally or in writing, notification of an order from an authorized government entity to conduct a "product withdrawal; or (3) When a third party has initiated a"product withdrawal"and you communicate agreement with the "product withdrawal". or you announce to the general public. your vendors or to your employees (other than those employees directly involved in making the determination) your decision to participate in the"product withdrawal", whichever comes first. e. "Product withdrawal expenses" incurred to withdraw"your products"which contain: (1) The same"defect"will be deemed to have arisen out of the same"product withdrawal"; or (2) A different"defect"will be deemed to have arisen out of a separate"product withdrawal" if newly determined or ordered in accordance with paragraph 1.b of this coverage. 2. Exclusions This insurance does not apply to"product withdrawal" expenses" arising out of: a. Any"product withdrawal" initiated due to: (1) The failure of"your products"to accomplish their intended purpose, including any breach of warranty of fitness, whether written or implied. This exclusion does not apply if such failure has caused or is reasonably expected to cause"bodily injury" or physical damage to tangible property. (2) Copyright, patent, trade secret or trademark infringements; (3) Transformation of a chemical nature, deterioration or decomposition of"your product", except if it is caused by: (a) An error in manufacturing, design, processing or transportation of"your product"; or (b) "Product tampering". (4) Expiration of the designated shelf life of"your product". b. A"product withdrawal", initiated because of a"defect" in "your product" known to exist by the Named Insured or the Named Insured's"executive officers", prior to the inception date of this Coverage Part or prior to the time"your product" leaves your control or possession. c. Recall of any specific products for which "bodily injury"or"property damage" is excluded under Coverage A- Bodily Injury And Property Damage Liability by endorsement. d. Recall of"your products"which have been banned from the market by an authorized government entity prior to the policy period. e. The defense of a claim or"suit"against you for"product withdrawal expenses". CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 4 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) 3. For the purposes of the insurance afforded under COVERAGE F, the following is added to 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS: e. Duties In The Event Of A"Defect"Or A"Product Withdrawal" (1) You must see to it that we are notified as soon as practicable of any actual, suspected or threatened"defect" in "your products", or any governmental investigation, that may result in a "product withdrawal". To the extent possible, notice should include: (a) How, when and where the"defect"was discovered: (b) The names and addresses of any injured persons and witnesses; and (c) The nature, location and circumstances of any injury or damage arising out of use or consumption of"your product". (2) If a"product withdrawal" is initiated, you must: (a) Immediately record the specifics of the"product withdrawal" and the date it was initiated; (b) Send us written notice of the "product withdrawal" as soon as practicable; and (c) Not release, consign, ship or distribute by any other method, any product, or like or similar products, with an actual, suspected or threatened defect. (3) You and any other involved insured must: (a) Immediately send us copies of pertinent correspondence received in connection with the "product withdrawal"; (b) Authorize us to obtain records and other information; and (c) Cooperate with us in our investigation of the"product withdrawal". 4. For the purposes of this Coverage F, the following definitions are added to the Definitions Section: a. "Defect" means a defect, deficiency or inadequacy that creates a dangerous condition. b. "Product tampering" is an act of intentional alteration of"your product"which may cause or has caused "bodily injury" or physical injury to tangible property. When "product tampering" is known, suspected or threatened, a "product withdrawal"will not be limited to those batches of"your product"which are known or suspected to have been tampered with. c. "Product withdrawal" means the recall or withdrawal of"your products", or products which contain "your products from the market or from use, by any other person or organization, because of a known or suspected "defect" in "your product", or a known or suspected "product tampering", which has caused or is reasonably expected to cause"bodily injury" or physical injury to tangible property. d. "Product withdrawal expenses" means those reasonable and necessary extra expenses, listed below paid and directly related to a "product withdrawal": (1) Costs of notification; (2) Costs of stationery, envelopes, production of announcements and postage or facsimiles; (3) Costs of overtime paid to your regular non-salaried employees and costs incurred by your employees, including costs of transportation and accommodations; (4) Costs of computer time; (5) Costs of hiring independent contractors and other temporary employees; (6) Costs of transportation, shipping or packaging; (7) Costs of warehouse or storage space; or CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 5 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) (8) Costs of proper disposal of"your products", or products that contain "your products", that cannot be reused, not exceeding your purchase price or your cost to produce the products; but"product withdrawal expenses"does not include costs of the replacement, repair or redesign of"your product", or the costs of regaining your market share. goodwill, revenue or profit. e. "Seller" means a person or organization that manufactures, sells or distributes goods or products. "Seller"does not include a "contractor"as defined elsewhere in this endorsement. The insurance under COVERAGE F does not apply if a loss is paid under COVERAGE G. COVERAGE G. CONTRACTORS ERRORS AND OMISSIONS 1. Insuring Agreement If you are a"contractor", we will pay those sums that you become legally obligated to pay as damages because of"property damage"to"your product", "your work" or"impaired property", due to faulty workmanship, material or design, or products including consequential loss, to which this insurance applies. The damages must have resulted from your negligent act, error or omission while acting in your business capacity as a contractor or subcontractor or from a defect in material or a product sold or installed by you while acting in this capacity. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. We have no duty to investigate or defend claims or"suits" covered by this Contractors Errors or Omissions coverage. This coverage applies only if the"property damage" occurs in the"coverage territory" during the policy period. This coverage does not apply to additional insureds, if any. Supplementary Payments—Coverage A and B do not apply to Coverage G. Contractors Errors and Omissions. 2. Exclusions This insurance does not apply to: a. "Bodily injury" or"personal and advertising injury". b. Liability or penalties arising from a delay or failure to complete a contract or project, or to complete a contract or project on time. c. Liability because of an error or omission: (1) In the preparation of estimates or job costs; (2) Where cost estimates are exceeded; (3) In the preparation of estimates of profit or return on capital; (4) In advising or failure to advise on financing of the work or project; or (5) In advising or failing to advise on any legal work, title checks, form of insurance or suretyship. d. Any liability which arises out of any actual or alleged infringement of copyright or trademark or trade dress or patent, unfair competition or piracy, or theft or wrongful taking of concepts or intellectual property. e. Any liability for damages: (1) From the intentional dishonest, fraudulent, malicious or criminal acts of the Named Insured, or by any partner. member of a limited liability company, or executive officer, or at the direction of any of them; or (2) Which is in fact expected or intended by the insured, even if the injury or damage is of a different degree or type than actually expected or intended. CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 6 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) f. Any liability arising out of manufacturer's warranties or guarantees whether express or implied. g. Any liability arising from "property damage"to property owned by, rented or leased to the insured. h. Any liability incurred or"property damage"which occurs, in whole or in part, before you have completed "your work." "Your work" will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract or work order has been completed; (2) When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service or maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as complete. i. Any liability arising from "property damage"to products that are still in your physical possession. j. Any liability arising out of the rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both of the following operations: (1) Providing engineering, architectural or surveying services to others; and (2) Providing or hiring independent professionals to provide engineering, architectural or surveying services in connection with construction work you perform. Professional services include the preparing, approving or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications. Professional services also include supervisory or inspection activities performed as part of any related architectural or engineering activities. But, professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you in connection with construction work you perform. k. Your loss of profit or expected profit and any liability arising therefrom. I. "Property damage"to property other than "your product,""your work" or"impaired property." m. Any liability arising from claims or"suits"where the right of action against the insured has been relinquished or waived. n. Any liability for"property damage"to"your work" if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. o. Any liability arising from the substitution of a material or product for one specified on blueprints, work orders, contracts or engineering specifications unless there has been written authorization, or unless the blueprints, work orders, contracts or engineering specifications were written by you, and you have authorized the changes. p. Liability of others assumed by the insured under any contract or agreement, whether oral or in writing. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3. For the purposes of Coverage G,the following definition is added to the Definitions section: a. "Contractor" means a person or organization engaged in activities of building, clearing, filing, excavating or improvement in the size, use or appearance of any structure or land. "Contractor" does not include a"seller" as defined elsewhere in this endorsement. 4. Deductible We will not pay for loss in any one"occurrence" until the amount of loss exceeds $250. The limits of insurance will not be reduced by the application of the deductible amount. CGL 088(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 7 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) We may pay any part or all of the deductible amount to effect settlement of any claim or"suit", and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 5. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance under COVERAGE G does not apply if a loss is paid under COVERAGE F. COVERAGE H. LOST KEY COVERAGE 1. Insuring Agreement We will pay those sums, subject to the limits of liability described in SECTION Ill LIMITS OF INSURANCE in this endorsement and the deductible shown below, that you become legally obligated to pay as damages caused by an `occurrence" and due to the loss or mysterious disappearance of keys entrusted to or in the care, custody or control of you or your"employees" or anyone acting on your behalf. The damages covered by this endorsement are limited to the: a. Actual cost of the keys; b. Cost to adjust locks to accept new keys; or c. Cost of new locks, if required, including the cost of installation. 2. Exclusions This insurance does not apply to: a. Keys owned by any insured, employees of any insured, or anyone acting on behalf of any insured; b. Any resulting loss of use; or c. Any of the following acts by any insured, employees of any insured, or anyone acting on behalf of any insured: 1) Misappropriation; 2) Concealment; 3) Conversion; 4) Fraud; or 5) Dishonesty. 3. Deductible We will not pay for loss in any one"occurrence" until the amount of loss exceeds $1,000. The limits of insurance will not be reduced by the application of the deductible amount. We may pay any part or all of the deductible amount to effect settlement of any claim or"suit"and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. EXPANDED COVERAGE FOR TENANT'S PROPERTY AND PREMISES RENTED TO YOU The first paragraph after subparagraph (6) in Exclusion j., Damage to Property is amended to read as follows: Paragraphs (1), (3) and (4)of this exclusion do not apply to"property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III —Limits Of Insurance. CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 8 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) SECTION I -COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGE A and B is amended as follows: All references to SUPPLEMENTARY PAYMENTS—COVERAGES A and B are amended to SUPPLEMENTARY PAYMENTS—COVERAGES A, B, D, E, G, and H. 1. Cost of Bail Bonds Paragraph 1.b. is replaced with the following: b. Up to$2,500 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. Loss of Earnings Paragraph 1.d. is replaced with 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. SECTION II—WHO IS AN INSURED is amended as follows: 1. Incidental Malpractice Paragraph 2.a.(1)(d) is replaced with the following: (d) Arising out of his or her providing or failing to provide professional health care services. However, this exclusion does not apply to a nurse, emergency medical technician or paramedic employed by you to provide medical services, unless: (i) You are engaged in the occupation or business of providing or offering medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; or (ii) The"employee" has another insurance that would also cover claims arising under this provision, whether the other insurance is primary, excess, contingent or on any other basis. 2. Broadened Who Is An Insured The following are added to Paragraph 2.: Subsidiaries e. Your subsidiaries if: (1) They are legally incorporated entities; and (2) You own more than 50% of the voting stock in such subsidiaries as of the effective date of this policy. If such subsidiaries are not shown in the Declarations, you must report them to us within 180 days of the inception of your original policy. Additional Insureds f. Any person or organization described in paragraphs g. through k. below whom you are required to add as an additional insured on this policy under a written contract or agreement in effect during the term of this policy, provided the written contract or agreement was executed prior to the"bodily injury", "property damage" or"personal and advertising injury" for which the additional insured seeks coverage. However, the insurance afforded to such additional insured(s): (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; (3) Will not be broader than that which is afforded to you under this policy; (4) Is subject to the conditions described in paragraphs g. through k. below; and (5) Nothing herein shall extend the term of this policy. CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 9 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) g. Owner, Lessor or Manager of Premises If the additional insured is an owner, lessor or manager of premises, such person or organization shall be covered only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you and subject to the following additional exclusions: (1) Any"occurrence" that takes place after you cease to occupy those premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. h. State or Governmental Agency or Subdivision or Political Subdivision —Permits or Authorizations If the additional insured is the state or any political subdivision, the state or political subdivision shall be covered only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit or authorization. This insurance does not apply to: (1) "Bodily injury", "property damage", or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (2) "Bodily injury" or"property damage" included within the "products-completed operations hazard". i. Lessor of Leased Equipment If the additional insured is a lessor of leased equipment, such lessor shall be covered only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence" which takes place after the equipment lease expires. j. Mortgagee, Assignee, or Receiver If the additional Insured is a mortgagee, assignee, or receiver of premises, such mortgagee, assignee or receiver of premises is an additional insured only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of the premises by you. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. k. Vendor If the additional insured is a vendor, such vendor is an additional insured only with respect to"bodily injury" or"property damage" caused by"your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded to the vendor does not apply to: (a) "Bodily injury" or"property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in absence of the contract or agreement. (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in "your product" made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 10 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: i. The exceptions contained in Subparagraphs d. or f.; or ii. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization,from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. Newly Formed or Acquired Organizations Paragraph 3. is amended as follows: a. Coverage under this provision is afforded until the end of the policy period. d. Coverage A does not apply to product recall expense arising out of any withdrawal or recall that occurred before you acquired or formed the organization. SECTION III —LIMITS OF INSURANCE is amended as follows: 1. Paragraph 2. is replaced with the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of"bodily injury" or"property damage" included in the"products-completed operations hazard"; c. Damages under Coverage B: d. Voluntary"property damage" payments under Coverage D; e. Care, Custody or Control damages under Coverage E.; and f. Lost Key Coverage under Coverage H. 2. Paragraph 5. is replaced with the following: 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; b. Medical expenses under Coverage C; c. Voluntary"property damage" payments under Coverage D; d. Care, Custody or Control damages under Coverage E; e. Limited Product Withdrawal Expense under Coverage F; f. Contractors Errors and Omissions under Coverage G.; and, g. Lost Key Coverage under Coverage H. because of all "bodily injury" and "property damage" arising out of any one"occurrence". 3. Paragraph 6. is replaced with 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 any one premises, while rented to you, CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc., with its permission. Page 11 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) or in the case of damage by fire or explosion, while rented to you or temporarily occupied by you with permission of the owner. The Damage to Premises Rented to You Limit is the higher of the Each Occurrence Limit shown in the Declarations or the amount shown in the Declarations as Damage To Premises Rented To You Limit. 4. Paragraph 7. is replaced with the following: 7. Subject to Paragraph 5. above, the higher of$10,000 or the Medical Expense Limit shown in the Declarations is the most we will pay under Coverage C for all medical expenses because of"bodily injury" sustained by any one person. 5. Paragraph 8. is added as follows: 8. Subject to Paragraph 5. above, the most we will pay under Coverage D. Voluntary Property Damage for loss arising out of any one"occurrence" is $1,500. The most we will pay in any one-policy period, regardless of the number of claims made or suits brought, is$3,000. 6. Paragraph 9. is added as follows: 9. Subject to Paragraph 5. above, the most we will pay under Coverage E. Care, Custody or Control for "property damage" arising out of any one "occurrence" is $1,000. The most we will pay in any one-policy period, regardless of the number of claims made or suits brought, is $5,000. 7. Paragraph 10. is added as follows: 10. Subject to Paragraph 5. above, the most we will pay under Coverage F. Limited Product Withdrawal Expense for"product withdrawal expenses" in any one-policy period, regardless of the number of insureds, "product withdrawals" initiated or number of"your products"withdrawn is $10,000. 8. Paragraph 11. is added as follows: 11. Subject to Paragraph 5. above, the most we will pay under Coverage G. Contractors Errors and Omissions for damage in any one-policy period, regardless of the number of insureds, claims or"suits" brought, or persons or organizations making claim or bringing "suits" is $10,000. For errors in contract or job specifications or in recommendations of products or materials to be used, this policy will not pay for additional costs of products and materials to be used that would not have been incurred had the correct recommendations or specifications been made. 9. Paragraph 12. is added as follows: 12. Subject to Paragraph 5. above, the most we will pay under Coverage H., Lost Key Coverage for damages arising out of any one occurrence is$50,000. 10. Paragraph 13. is added as follows: 13. The General Aggregate Limit applies separately to: a. Each of your projects away from premises owned by or rented to you; or b. Each "location" owned by or rented to you. "Location" as used in this paragraph means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 11. Paragraph 14. is added as follows: 14. With respect to the insurance afforded to any additional insured provided coverage under this endorsement: 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 CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 12 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) 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 Declarations. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. Subparagraph 2.a. of Duties In The Event Of Occurrence, Offense, Claim, or Suit is replaced with the following: a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. This requirement applies only when the"occurrence" or offense is known to the following: (1) An individual who is the sole owner; (2) A partner, if you are a partnership or joint venture; (3) An "executive officer" or insurance manager, if you are a corporation; (4) A manager, if you are a limited liability company; (5) A person or organization having proper temporary custody of your property if you die; (6) The legal representative of you if you die; or (7) A person (other than an "employee") or an organization while acting as your real estate manager. To the extent possible, notice should include: (1) How, when and where the"occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the"occurrence" or offense. 2. The following is added to Subparagraph 2.b. of Duties In The Event Of Occurrence, Offense, Claim, or Suit: The requirement in 2.b.applies only when the"occurrence" or offense is known to the following: (1) An individual who is the sole owner; (2) A partner or insurance manager, if you are a partnership or joint venture; (3) An "executive officer" or insurance manager, if you are a corporation; (4) A manager or insurance manager, if you are a limited liability company; (5) Your officials, trustees, board members or insurance manager, if you are a not-for-profit organization; (6) A person or organization having proper temporary custody of your property if you die; (7) The legal representative of you if you die; or (8) A person (other than an "employee") or an organization while acting as your real estate manager. 3. The following is added to paragraph 2. of Duties in the Event of Occurrence, Offense, Claim or Suit: e. If you report an "occurrence"to your workers compensation carrier that develops into a liability claim for which coverage is provided by the Coverage Form, failure to report such an "occurrence"to us at the time of the"occurrence" shall not be deemed a violation of paragraphs a., b., and c. above. However, you shall give written notice of this"occurrence" to us as soon as you become aware that this "occurrence" may be a liability claim rather than a workers compensation claim. 4. Paragraph 6. is replaced with the following: 6. Representations CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc.,with its permission. Page 13 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(01 15) By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Any error or omission in the description of, or failure to completely describe or disclose any premises, operations or products intended to be covered by the Coverage Form will not invalidate or affect coverage for those premises, operations or products, provided such error or omission or failure to completely describe or disclose premises, operations or products was not intentional. You must report such error or omission to us as soon as practicable after its discovery. However, this provision does not affect our right to collect additional premium charges or exercise our right of cancellation or nonrenewal. 5. The following is added to paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: However, we waive any right of recovery we may have because of payments we make for injury or damage arising out of your ongoing operations or"your work" included in the "products-completed operations hazard" under the following conditions: a) Only when you have agreed in writing to waive such rights of recovery in a contract or agreement; b) Only as to the person/entity as to whom you are required by the contract to waive rights of recovery; and c) Only if the contract or agreement is in effect during the term of this policy, and was executed by you prior to the loss. 6. Paragraph 10. is added as follows: 10. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the applicable state(s). CGL 088(01 15) Includes copyrighted material of the Insurance Services Office. Inc., with its permission. Page 14 of 14 Copyright 2015 FCCI Insurance Group Insured Copy COMMERCIAL AUTO CAU 058(05 19) AUTO FIRST CHOICE COVERAGE ENDORSEMENT TABLE OF CONTENTS DESCRIPTION PAGE Airbag Coverage 3 Auto Loan/Lease Gap Coverage 3 Broad Form Insured 1 Concealment, Misrepresentation or Fraud 4 Deductible 3 Duties in the Event of Accident, Claim, Suit or Loss 4 Fellow Employee 2 Fire Department Service Charge 2 Other Insurance for Hired Auto Physical Damage Coverage 4 Loss of Earnings 2 Loss of Use Expenses 2 Supplementary Payments 2 Transfer of Rights of Recovery against Others to Us 4 Transportation Expenses 2 CAU 058(05 19) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 0 of 4 Copyright 2018 FCCI Insurance Group Insured Copy COMMERCIAL AUTO CAU 058(05 19) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO FIRST CHOICE COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM NOTE: The following are additions, replacements and amendments to the Business Auto Coverage Form, and will apply unless excluded by separate endorsement(s) to the Business Auto Coverage Form. With respect to coverages provided by this endorsement, the provisions of the Business Auto Coverage Form apply unless modified by this endorsement. The Business Auto Coverage Form is amended as follows: SECTION II —COVERED AUTOS LIABILITY COVERAGE is amended as follows: A. Paragraph 1.Who Is An Insured in section A. Coverage is amended by the addition of the following: d. Any legally incorporated subsidiary of yours in which you own more than 50% of the voting stock on the effective date of this coverage form. However, "insured" does not include any subsidiary that is an "insured" under any other liability policy or would be an "insured" under such a policy but for its termination or the exhaustion of its limits of insurance. In order for such subsidiaries to be considered insured under this policy, you must notify us of such subsidiaries within 60 days of policy effective date. e. Any organization you newly acquire or form during the policy period, other than a partnership or joint venture, and over which you maintain sole ownership or a majority interest. However, coverage under this provision: (1) Does not apply if the organization you acquire or form is an "insured" under another liability policy or would be an "insured" under such a policy but for its termination or the exhaustion of its limits of insurance; (2) Does not apply to"bodily injury" or"property damage" that occurred before you acquired or formed the organization; and (3) Is afforded only for the first 90 days after you acquire or form the organization or until the end of the policy period, whichever comes first. f. Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the"bodily injury" or"property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured"for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. g. Any"employee" of yours using: (1) a covered "auto" you do not own, hire or borrow, or a covered "auto" not owned by an "employee" or a member of his or her household, while performing duties related to the conduct of your business or your personal affairs; or (2) an "auto" hired or rented under a contract or agreement in that"employee's" name, with your permission, while performing duties related to the conduct of your business. However, your "employee" does not qualify as an insured under this paragraph (2) while using a covered "auto" rented from you or from any member of the"employee's" household CAU 058(05 19) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 1 of 4 Copyright 2018 FCCI Insurance Group. Insured Copy COMMERCIAL AUTO CAU 058(05 19) h. Your members, if you are a limited liability company, while using a covered "auto" you do not own, hire or borrow, while performing duties related to the conduct of your business or your personal affairs. B. Paragraphs (2) and (4) under section 2. Coverage Extensions, a. Supplementary Payments are deleted and 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" solely at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Paragraph 5. under section B. Exclusions is deleted and replaced by the following: 5. Fellow Employee "Bodily injury"to: a. Any fellow"employee" of the"insured" arising out of and in the course of a fellow"employee's" employment or while performing duties related to the conduct of your business. However, this exclusion does not apply to your"employees" that are officers or managers if the"bodily injury" results from the use of a covered "auto" you own, hire or borrow. Coverage is excess over any other collectible insurance; or b. The spouse, child, parent, brother or sister of that fellow"employee"as a consequence of Paragraph a. above. SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows: A. Paragraph 4. Coverage Extensions under section A. Coverage is deleted and replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to$50 per day to a total maximum of$1,500 for temporary transportation expense incurred by you due to covered loss to any covered auto. We will pay only for those covered"autos"for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 24 hours after a loss and ending, regardless of the policy's expiration,when the covered"auto" is returned to use or we pay for its"loss". b. Loss of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for hired "autos"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for hired "autos"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for hired "autos". However, the most we will pay for any expenses for loss of use to any one vehicle is $75 per day, to a total maximum of$1,500. B. The following is added to paragraph 4. Coverage Extensions under section A. Coverage: c. Fire Department Service Charge When a fire department is called to save or protect a covered "auto", its equipment, its contents, or occupants from a covered cause of loss, we will pay up to$1,000 for your liability for fire department service charges assumed by contractor or agreement prior to loss. No deductible applies to this additional coverage. CAU 058(05 19) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 2 of 4 Copyright 2018 FCCI Insurance Group. Insured Copy COMMERCIAL AUTO CAU 058(05 19) d. Auto Loan/Lease Gap Coverage The following provisions apply: (1) If a long term leased "auto", under an original lease agreement, is a covered "auto" under this coverage form and the lessor of the covered "auto" is named as an additional insured under this policy, in the event of a total loss to the leased covered "auto", we will pay any unpaid amount due on the lease, less the amount paid under the Physical Damage Coverage Section of the policy; and less any: (a) Overdue lease or loan payments including penalties, interest, or other charges resulting from overdue payments at the time of the"loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not refunded by the lessor; (d) Costs for extended warranties, Credit Life Insurance, Health Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. (2) If an owned "auto" is a covered "auto" under this coverage form and the loss payee of the covered "auto" is named a loss payee under this policy, in the event of a total loss to the covered "auto", we will pay any unpaid amount due on the loan, less the amount paid under the Physical Damage Coverage Section of the policy; and less any; (a) Overdue loan payments at the time of the"loss"; (b) Costs for extended warranties, Credit Life Insurance, Health Accident or Disability Insurance purchased with the loan; and (c) Carry-over balances from previous loans. C. Paragraph 3. under section B. Exclusions is deleted and replaced by the following: 3. We will not pay for"loss" due and confined to: a. Wear and tear, freezing, mechanical or electrical breakdown b. Blowouts, punctures or other road damage to tires This exclusion does not apply to such "loss" resulting from the total theft of a covered "auto". However, this exclusion does not include the discharge of an airbag in a covered "auto"you own that inflates due to a cause other than a cause of"loss" set forth in Paragraphs A.1.b and A.1.c.but only: a. If that"auto" is a covered "auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated We will pay up to a maximum of$1,000 for any one"loss". D. Section D. Deductible is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations subject to the following: Any Comprehensive Coverage deductible shown in the Declarations does not apply to: (1) "Loss" caused by fire or lightning; and (2) "Loss"arising out of theft of your vehicle if your vehicle is equipped with an active GPS tracking system. CAU 058(05 19) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 3 of 4 Copyright 2018 FCCI Insurance Group. Insured Copy COMMERCIAL AUTO CAU 058(05 19) (3) Glass damage if repaired rather than replaced. SECTION IV—BUSINESS AUTO CONDITIONS is amended as follows: A. The following is added to paragraph a. under section A. Loss Conditions, 2. Duties in the Event of Accident, Claim, Suit or Loss: This duty applies when the"accident", claim, "suit" or"loss" is first known to: (a) You, if you are an individual: (b) A partner, if you are a partnership: (c) An executive officer or insurance manager, if you are a corporation; or (d) A member or manager, if you are a limited liability company. B. Condition 5. Transfer of Rights of Recovery against Others to Us under section A. Loss Conditions is deleted and replaced by the following: 5. Transfer of Rights of Recovery against Others to Us If a person or organization to or for whom we make payment under this coverage form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after"accident" or"loss"to impair them. However, if the insured has waived rights to recover through a written contract, or if your work was commenced under a letter of intent or work order, subject to a subsequent reduction in writing of such a waiver with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this coverage form. C. The following is added to Condition 2. Concealment, Misrepresentation or Fraud under section B. General Conditions: However, if you unintentionally fail to disclose any hazards at the inception of your policy, we will not deny coverage under this coverage form because of such failure. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. D. Paragraph b. of Condition 5. Other Insurance under section B. General Conditions is deleted and replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own; (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your"employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any"auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto", nor is any"auto" you hire from any of your"employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. CAU 058(05 19) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 4 of 4 Copyright 2018 FCCI Insurance Group. Insured Copy WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule All persons or organizations that, in a written contract executed by both parties prior to the date of the injury covered by this policy, require you to obtain this agreement from us. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01-01-21 Policy No.WC0100065141-01 Endorsement No. Insured MATERIAL HANDLING SYSTEMS INC Premium $ Inci. Insurance Company FCCI Insurance Company Countersigned By WC 00 03 13 (Ed.4-84) ©1983 National Council on Compensation Insurance. Insured Copy