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Agenda 07/13/2021 Item #16E 1 (Assumption Agreement w/Commercial Energy Specialists)07/13/2021 EXECUTIVE SUMMARY Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to Commercial Energy Specialists, LLC, under Agreements #20-041-NS “BECS Chemical and Pool Filtration Systems” and #18-7376 “Non-Bulk Chemicals, Reagents, and Pool Supplies.” OBJECTIVE: To assign Agreements #20-041-NS and #18-7376 from Commercial Energy Specialists, Inc., a Florida corporation, to Commercial Energy Specialists, LLC, a Delaware limited liability company registered to do business in Florida. CONSIDERATIONS: On September 11, 2018 (Agenda Item 16D16) the County awarded Agreement No. 18-7376, “Non-Bulk Chemicals, Reagents, and Pool Supplies,” to Commercial Energy Specialists, Inc., and on July 14, 2020 (Agenda Item 16D21) the County awarded Agreement No. 20-041-NS, “BECS Chemical and Pool Filtration Systems,” to Commercial Energy Specialists, Inc. Both agreements are to provide various chemicals and equipment for the maintenance and upkeep of pools throughout various Parks and Recreation locations. Commercial Energy Specialists, LLC (“CES LLC”) represents and warrants to the County that through a corporate conversion and the execution of an Agreement and Plan of Conversion dated April 8, 2021, CES LLC is now the successor in interest to Agreements #20-041-NS and #18-7376. Staff obtained documentation from CES LLC to confirm acquisition and the necessary business documents from assuming vendor which have been reviewed and accepted by the County Attorney’s Office. Staff is recommending approval of an Assumption Agreement with Commercial Energy Specialists, LLC assuming all rights, duties, benefits, and obligations under Agreements #20-041-NS and #18-7376. FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval.-SAA RECOMMENDATION: To approve an Assumption Agreement assigning all rights, duties and benefits and obligations to Commercial Energy Specialists, LLC, under Agreements #20-041-NS “BECS Chemical and Pool Filtration Systems” and #18-7376 “Non-Bulk Chemicals, Reagents, and Pool Supplies,” and authorize the Chair to sign the attached Assumption Agreement. Prepared by: Sue Zimmerman, Procurement Contracts Manager, Procurement Services Division ATTACHMENT(S) 1. [Linked] 20-041-NS & 18-7376 Assumption Agreement Vendor Signed (PDF) 16.E.1 Packet Pg. 1996 07/13/2021 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.1 Doc ID: 16222 Item Summary: Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to Commercial Energy Specialists, LLC, under Agreements #20 -041- NS “BECS Chemical and Pool Filtration Systems” and #18-7376 “Non-Bulk Chemicals, Reagents, and Pool Supplies.” Meeting Date: 07/13/2021 Prepared by: Title: Planner – Procurement Services Name: Sue Zimmerman 06/09/2021 5:45 PM Submitted by: Title: Manager - Procurement – Procurement Services Name: Sandra Herrera 06/09/2021 5:45 PM Approved By: Review: Procurement Services Caroline Blevins Level 1 Purchasing Gatekeeper Completed 06/10/2021 11:31 AM Agenda Clerk Preview Michael Cox Agenda Clerk Preview Completed 06/10/2021 11:59 AM Procurement Services Sandra Herrera Director Review Completed 06/11/2021 8:57 AM County Attorney's Office Sally Ashkar Level 2 Attorney Review Completed 06/11/2021 10:02 AM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 06/11/2021 11:00 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/11/2021 1:29 PM Office of Management and Budget Laura Wells Additional Reviewer Completed 06/13/2021 7:52 PM County Manager's Office Sean Callahan Level 4 County Manager Review Completed 06/30/2021 8:41 AM Board of County Commissioners Geoffrey Willig Meeting Pending 07/13/2021 9:00 AM 16.E.1 Packet Pg. 1997 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this of , 2021 by and between Commercial Energy Specialists, LLC ("CES LLC") and Collier County, a political subdivision of the State of Florida ("County"). WHEREAS, on September 115 2018 (Agenda Item 16D16) the County awarded Agreement No. 18-7376, "Non -Bulk Chemicals, Reagents, and Pool Supplies," to Commercial Energy Specialists, Inc., and a copy of the Award Letter and Executive Summary are attached hereto as Exhibit "A" (hereinafter referred to as "Agreement 18-7376"); and WHEREAS, on July 14, 2020 (Agenda Item 16D21) the County awarded Agreement No. 20-041-NS, "BECS Chemical and Pool Filtration Systems," to Commercial Energy Specialists, Inc., and a copy of said agreement is attached hereto as Exhibit "B" (hereinafter referred to as "Agreement 20-041-NS"); and WHEREAS, on April 8, 2021, Commercial Energy Specialists, Inc., a Florida for profit corporation ("CES, Inc."), converted into Commercial Energy Specialists, LLC, a Delaware limited liability company ("CES, LLC"), and CES, LLC acquired all of CES, Inc.'s assets, as memorialized in attached Exhibit "C;" and WHEREAS, CES, LLC, hereby represents to Collier County that by virtue of the conversion and acquisition of CES, Inc.'s assets, it is the successor in interest in relation to the Agreements; and WHEREAS, the parties wish to formalize CES, LLC's assumption of rights and obligations under the Agreements effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. CES, LLC accepts and assumes all rights, duties, benefits, and obligations of CES, Inc. under the Agreements, including all existing and future obligations to pay and perform under the Agreements. 2. CES, LLC will promptly deliver to County evidence of insurance consistent with the Agreements. 3. Further supplements to, or modifications of, the Agreements shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to CES, LLC shall be directed to: [21-PRC-04659/ 1634800/ 1 ] Page 1 of 2 CONSULTANT: Commercial Energy Specialists, LLC 952 Jupiter Park Lane, Suite 1 Jupiter, FL 33458 Phone: 800-940-1557 Attention: Maurice DiTrapani, CFO 5. The County hereby consents to CES, LLC's assumption of the Agreements in order to continue the services provided under Agreements No. 18-7376 and No. 20-041-NS. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat CES, LLC as it would have CES, Inc. for all purposes under the Agreements. Except as provided herein, all other terms and conditions of the Agreements remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: Crystal K. Kinzel, Clerk & Comptroller By: , Deputy Clerk Approved as to Form and Legality: By: Assistant County Attorney CES, LLC's Witnesses: OFi-st . itness TType/print witness nameT UZ Q — - Second Witness M-'�VZk6. 2 B VMA) TType/print witness nameT [21-PRC-04659/ 163 4800/ 1 ] Page 2 of 2 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Penny Taylor, Chair Commere a Energy Specialists, LLC, a Delaware 1 i ited liability company By: Signature A-P -0 ' G=0j CMf s , TType/print signature and titleT EXHIBIT A Collier County Administrative Services Department Procurement Services Division NOTICE OF AWARD Mr. Alvaro Mendoza, President Commercial Energy Specialists 952 Jupiter Park Lane Jupiter, FL 33458 Via Email: rbake1ia ceswatergualitv.com RE: Contract # 184376 "Non -Bulk Chemicals, Reagents, and Pool Supplies" Dear Mr, Mendoza: This letter serves as notification that you have been recommended for award of the above Bid # 18-7376 "Non -Bulk Chemicals, Reagents, and Pool Supplies" furnishing service, materials, and equipment in accordance with the terms, conditions and the specifications of the solicitation. A formal contract for this service will not be necessary. The Collier County department will forward a purchase order which will serve as the County's agreement to your proposal. It is necessary you furnish Proof of insurance coverage by providing "Certificate(s) of Insurance" per the requirements outlined on the attachment. In the event that the award of this solicitation is made, either by the Board of County Commissioners or the Procurement Services Director, without a signed bilateral signed agreement by both parties, this award, and any resultant purchase orders may be terminated at any time by the County upon thirty (30) days written notice to the awarded vendor(s) pursuant to the Board's Procurement Ordinance. Thank you for your interest in Collier County, and congratulations on the award of this solicitation. If there are any questions, please do not hesitate to contact Kristofer Lopez, Procurement Strategist, at 239-252-8944. Regards, Opal Vann Procurement Technician c: Matt Catoe, Parks &Recreation ProwmmentSeruices ONisbn• 3327 Tamiaml Trail East •Naples, Florida 34112-4901 •239-252A407•wvx✓.colliergov.neUprocuremenlservices CAO 09/ I 1 /2018 EXECUTIVE SUMMARY Recommendation to award Invitation to Bid (ITB) #18-7376 "Non -Bulk Chemicals, Reagents, and Pool Supplies" to multiple awardees: Category I - Non -Bulk Chemicals to Hawkins, Inc.; Category 2 - Reagents to Commercial Energy Specialist; and Category 3 - Pool Supplies to Recreonics, Inc. OBJECTIVE: To provide non -bulk chemicals, reagents, and pool supplies to the pools and water features at all Collier County Pool Facilities, which includes Sim-N-Fun Lagoon at North Collier Regional Park, Golden Gate Community Park, Immokalee Sports Complex, Eagle Lakes Community Park, Vineyards Community Park, and any future parks or water features. CONSIDERATIONS: The Parks and Recreation Division maintains the County's pools and water park facilities. Each facility needs a regular supply of chemicals, reagents, pool supplies, and equipment to maintain proper safety conditions for the public. On May I, 2018, the Procurement Services Department released ITB #18-7376 to 2,115 vendors for the Non -Bulk Chemicals, Reagents, and Pool Supplies. Vendors downloaded forty-three (43) bid packages, and the County received four (4) bids by May 21, 2018. Staff is recommending awarding to the following responsive and responsible bidders: Hawkins, Inc. for Category 1, Commercial Energy Specialist for Category 2, and Recreonics, Inc., for Category 3. Staff found Leslie's Poolmart, Inc. non -responsive for taking exception to and modifying County required terms and conditions. Respondents: Company Name City County State Bid Amount Responsive/Responsible Hawkins, Inc. Apopka Orange FL Category 1: $579 Y/Y Category 2: $344,10 Category 3: No -bid Commercial Jupiter Palm FL Category 1: No -bid Y/Y Energy Specialist Beach Category 2: $165,94 Category 3: No -bid Recreonics, Inc. Louisville Jefferson KY Category l: No -bid Y/Y Category 2: No -bid Category 3: 2-10% off catalog pricing Leslies Poolmart, Phoenix Maricopa AZ Category 1: $349.61 Non -Responsive Inc. Category 2: $175 A Purchase Order, with the County's standards terms and conditions, will be issued for this award. The award is far three (3) years with two (2) one (()year renewal options, and prices shall remain firth for the nitial term of the award. FISCAL IMPACT: Funds to maintain aquatic facilities are available within various cost centers in General Fund (001), Unincorporated Area General Fund (1 I l), and Parks CIP Fund (306). GROWTH MANAGEMENT IMPACT: There is no growth management impact. LEGAL CONSIDERATIONS: This Item is approved as to form and legality and requires majority vote for Board approval. -SRT 16.D.16 09/I1/2018 RECOMMENDATION: To award ITB #18-7376 "Nan -Bulk Chemicals, Reagents, and Pool Supplies" to multiple awardees: Category 1 - Non -Bulk Chemicals to Hawkins, Inc.; Category 2 - Reagents to Commercial Energy Specialist; and Category 3 - Pool Supplies to Recreonics, Inc. Prepared By: Matthew Catoe, Operations Analyst, Parks and Recreation Division ATTACHMENT(Sl 1. IS-7376 Solicitation (PDF) 2. Recreonics_Inc Bid Docs (PDF) 3. Commercial Energy Specialist Inc Bid Does (PDF) 4. Hawkins —Inc submittal (PDF) 5. 18-7376 Bid Tabulation (PDF) 6. NORA Signed (PDF) GENERAL SERVICE AGREEMENT (NON•SOLICI I A 11UNI # 20-041-NS for BECS CHEMICAL AND POOL FILTRATION SYSTEMS THIS AGREEMENT, made and entered into on this between Commercial Enerqv Specialist, Inc., a Flol authorized to do business in the is 952 Jupiter Park Lane, Suite 1, Jupiter "Contractor") and Collier County, a politic 33458 day of 20 20 , by and loraton 14 f3 , whose business address subdivision of the State of Florida, (the "County"): WITNESSETH: AGREEMENT TERM. The Agreement shall be fora five ( 5 )year period, commencing [K upon the date of Board approval OF ❑ " and terminating on five 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 VA (_) additional N/A (_) 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,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 ❑Q Purchase Order ❑Notice to Proceed. 3, STATEMENT OF WORK. The Contractor shall provide services/products in accordance with the terms and conditions of this Agreement, ❑ €xkft�it-l�-Ssepe-ef�eFviees, att e,hed4e4his- ent FN� Exhibit B - Fee Schedule, attached to this Agreement and made an integral part of this Agreement. Services/products acquired through this Agreement have been authorized through the approval of a � Single Source Waiver, ❑ Sele�et�ree-WaiveF, ❑ ExeFr3pNarr-frer�-the 6empeiitwe44eeess; ❑ 94h Pagc 1 nl' 17 Oencuil Service Agrecmcnl Non•tiollcltelinn NI(117OUJ (Vci ?1 3A This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. � The County shall pay the Contractor for the performance of this Agreement based on Work performed pursuant to the quoted price offered by the Contractor in response to a specific Request for Quotations. Contractor's quotes that include equipment(s) will be based on units/services furnished per Exhibit B- Equipment and Material Lists, 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. Slats', otherwise known as the "Local Government Prompt Payment Act". Act'= 20�OA1-NS ae MEN111 NIR - e.. a eec e . 6f- 4.1 Price Methodology (as selected below): 0 Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. ❑ Time are arty -agrees to -pay -the cer�trasts�fer-the-amount-ef-lalaer Pnge 2 or 17 (icncrol ticrvicc Agrcnncnr Non-tinlintmim+ N?I117.00J (Vcr ? ) e� ho,drs wef�cad-a+�d-hitliag 6imeksaping or reimbursable doci lmeatatisn-for the -project, 01 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 'lathes" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 44 ❑ Travel and Reimbursable.-Expenses;-Traue! and Reimbursable €xpanses must be approved 4-expenses-skull-be reimbursed as per 2ectk^^ "' n41 Fig. 2tRts Page 3 ofl7 General Service Agrecnuvn Nun-Snlieianlun N2017-OU41 Vert) 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 # 85-8015966531 C, 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Commercial Energy Specialists, Inc. Address: 952 Jupiter Park Lane, Suite 1 Juoiter, FL 33458 Authorized Agent: Mark E. Robinson Attention Name & Title: Telephone: (800)940-1557 or (561)746-5898 E-Mail(s): mrobinson@ceswaterguality.com All Notices from the Contractor to the County shalt be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Barry Williams Division Name: Parks and Recreation Address: 15000 Livingston Road Naples, FL 34109 Administrative Agent/PM: Matt Catoe, Operations Analyst Telep hone: 239-252-4059 E-Mail(s): Matthew.Catoe@Colliercountyfl.gov The Contractor and the County may change the above mailing address at any lima upon giving the other party written not(fication. All notices under this Agreement must be in writing. 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. 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. Pnge 4 of 17 (icnernl Service A$nement NanSolicimlion N2017-0M 1Ver.�l ;�, O C`lrl Payment for all such permits issued by the County shall be processed internally by the County. All non -County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. in the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination, The Contractor shall not be entitled to any other or further recovery against the County, Including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11, NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to raceI sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows; A. EM] Commercial General Liability: Coverage shall have minimum limits of $1,000,000.00 Per Occurrence, $2,000,000.00 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 $1,000,000.00 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Page 5 of 17 (ieneml \en,ce Agreement Non-Solicilatinn IIlU I'/-UIIJ (Ver.2) Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -Ownership. C. Q 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 $1.000.000.00 for each accident. D. ® Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement, Contractor waives its right of recovery against County as to any claims under this insurance, Such insurance shall have limits of not less than $2,000,000,00 each claim and aggregate. E, ❑ CCyber-L4ab!Utv- erage-shall-have-miairnum limits-ef4 eFelaim, F. JR Pollution : Coverage shall have minimum limits of $1,000,000,00 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, Page G of 17 i,icncral S¢rvicc ,\kreancnl Nnntinllcilollon AI017.004 }Vcr 1} 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 finaijudgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Parks and Recreation 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: ❑ Gentfaeters-4aFeflese{, 0 Insurance Certificate(s), ❑ E•xkr{b# A Scepe et Sef3Aees, A Exhibit B Fee Schedule, ❑ subsequent quotes, and ❑■ Other ExhibiVAttachment: waiver 17. APPLICABILITY. Sections corresponding to any checked box (W 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 Page 7 of 17 Gcncnil Fcnicc ,\grtwmem Numtinlictnnion N2017d)Od fVcr.2) individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c, immediate termination of any Agreement held by the individual and/or firm for cause, 20. COMPLIANCE WITH LAWS• By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended: taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS ATa Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service, 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, Pare R of 17 cencn,l ticrvicc ngrcentent NunSoli�•ilulinn H2O17-004 (Vcr.2) the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any Application for Payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The 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; (a) reasonable indication that the Work will not be completed within the Contract Time; (0 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 Countyafter 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. 01 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. 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 Plrge 4 of 17 (.icneral Serv--ice Agreemmn NomSoLci�ntinn a?U 17dtliJ I Ver.: ) deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, 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. # PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due to Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall Page 10 of 17 Gene nil Service ndrcemenl Non-Sol,ciUn,nn 02017-001 (Ver1) ,UAO 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 pro ducta mate, a form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK, The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification: No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to 6e void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain In effect. 31. ADDITIONAL ITEMSISERVICES. Additional items andlor 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. ❑ Page I of 17 (iencral Serricc Agrce.mem NonSolici�ntian N2017-004 (Vera CC x e •e - - :a - :- x. c No oat t 14 Mr WIV Onto C 0 WIN Q AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. � ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Oe urnents, the tefms-ef-setisitatieR the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Deeuments shall take precedence. the-Agr�m�;T-the-sonflict�ha ryes+Rg--the--f+iefe�trist-er-costly Gb gaR-t#R�£` ;,-� i oSRt06u en upeH--the-i V71 6t0r et-i a"n y�S-dlSefetlBR. 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 w,se-ra or-aa 6YYMln�iCHYCIY�IMI!1nPHM�:N11-FHIiCI W IInl1'11v�41{7-11{I�{�Cf-}{ maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov,net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. 38. 0 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 Gcmm�i ticmrcr rgrt•cmem �nnSahcn;nion N.U17-OOJ (Vcr 21 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: Crystal Kinzee, of Courts & Compt fgitc r %B 4. y. "1 ofitractor's First Witness TType/print witness name'T Contractor's 81ond Witness �TType/print witness nameT BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA e By. � /W &W BURT L SAUNDERS Chairman Commercial Energy Speclalisl, Inc. Contractor Si nature CV 11 Cam- • RUt?tn fsQA1 TType/print signature and titleT Page 14 of 17 Genttal Service Agreement NanSnlicitollon N2017.004 (Vec2) 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 Facii(ties Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. 38. � 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 Oenerxl Service A6rcemwr NomSolieilalion A2019.00J (Ver.2) maintain records on each employee and make them available to the County for at least four (4) years, All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties, Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business, The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per Incident. 38. � SAFETY, Ail 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 General Service Agreement NomSolicimiion N2UI7�0Ud (Ver).) Exhibit A Scope of Services ❑ following this page (pages _ through _) this exhibit is not applicable Pt�ge IS of 17 liPnl(111 SCf\'IBC /\6fl'C�lll'I11 i�i111-ti0�11'IIiII�()If 11?(�17-iu),I (V1:f?) (c Exhibit B Fee Schedule ❑! following this page (pages through 28 ) ❑ this exhibit is not applicable The Vendor has agreed to extend a 15%discount off the attached list prices. Page l G o f i 7 GcncaJ Acnicc A�.rcun�em N°n-Snlici�ali°n N?017-GGd (Vcr2� Part # 5.50 SCFH BECSys CO2 Feeder Data Sheet ENG-6749-DOC 2018 Trade Price Office Use Code 2100298- BECSys CO2 MO SCFH Feed System $700A0 B 2100298 Injection Type 01 D Diffuser Assembly ID E Eductor Assembly $100400 IE X No Injector -$25.00 IX Input Voltage Selection 02 1 1115 VAC Input Power 01 2 1230 VAC Input Power 02 Example Part Number 2100298 - D 1 BECSys CO2 5-50 SCFH Feeder with diffuser injection assembly for 115 VAC input power. Part # 20-200 SCFH BECSys CO2 Feeder Data Sheet ENG-5749-DOC Toad Trade Price office Use Code 2100299- BECSys CO2 20-200 SCFH Feed System $800000 B 2100299 Injection Type 01 D Diffuser Assembly ID E Eductor Assembly $100200 IE X No Injector 425.00 IX Input Voltage Selection 02 1 115 VAC Input Power 01 2 1230 VAC Input Power 02 Example Part Number 2100299 - E 1 BECSys CO2 20-200 SCFH Feeder with eductor Injection assembly for 115 VAC Input power Wednesday, February 28, 2018 2018-0O2,xlsx - CO2 Feeders Part # CO2 Accessories Data Sheet ENGo5749-DOC 2018 Trade Price Office Use Code 9680043 Single Tank Regulator $580*00 8 9680045 120VAC Heater $460400 B 9680046 240VAC Heater $460,00 B 2210343 Dual Tank Regulator (Manual) $1,460*00 B 9680044 lAutomatic Dual Tank Regulator $11400,00 B 8060884 ICO2 8mm (5116") tubing converter $6.00 A Wednesday, February 28, 2018 2018-fO2.xlsx - fO2 Accessories Part # CO2 Feeder Replacement Parts Data Sheet ENG-5749-DOC 2018 Trade Prlce Office Use Code 8060956 5-50 SCFH flow control meter $200.00 B 8060753 20-200 SCFH flow control meter $220.00 B 2210306 120VAC COz solenoid valve $240,00 B 2210309 240VAC COZ solenoid valve $240.00 B 2210326 Diffuser Assembly $60.00 B 2220678 Diffuser (formerly PN 8060794) $15,00 B 2220353 Diffuser Bushing, 1/2" NPT $15,00 B 8060792 Check Valve, 1/4" NPT $25.00 B 8060767 1/4" NPT Straight Adapter, 3/8" Tube $5.00 B 2210327 Eductor Assembly $200.00 B 8060795 Eductor $160.00 B 8060796 3/4NPT x 1/2NPT Reducer Coupling $7.00 B 8060797 Compression Fitting, 1/2NPT x 5/8 Tube $8.00 B 8060789 Push Fitting 3/8 Stem x 3/8 Tube Elbow $8.00 B 8060958 Push Fitting 3/8 Tube x 3/8 Tube Bulkhead Union $12.00 B 8060798 5/8 OD Tubing, per foot 1 $2.00 B 8060768 3/8 OD Tubing, per foot 1 $1.00 B Wednesday, February 28, 2018 2018-0O2.xlsx - CO2 Replacement Parts pH Sensors 2018 Office Trade Use Part # Data Sheet ENG-4321-DOC Price For use with Code 9660013 BECSys pH Sensor, 36" cable $250.00 BECSys2,3,5,7 D 9660010 BECSys pH Sensor, 10' cable $260.00 BECSys2,3,5,7 D ORP Sensors office Trade Use Part<# ' Data Sheet .ENG-4317•DOC Price For use with Code 9660022 BECSys ORP Sensor, platinum band, 36" cable $310.00 BECSys2,3,5,7 D 9660023 BECSys ORP Sensor, platinum band, 10' cable $320.00 BECSys2,3,5,7 D 9660038 BECSys ORP Sensor, solid gold band, 36" cable $550.00 BECSys2,3,5,7 D 9660040 BECSys ORP Sensor, solid gold band, 10' cable $560600 BECSys213,5,7 D pH/ORP Sensor Accessories Office Trade Use Part # Price For use with Code 4/KCI solution (pint); recommended for long-term all pH and ORP 8500061 storage of sensors $56,00 sensors B 8680015 %" wetting cap for pH and ORP sensors $10.00 all pH and ORP B sensors 9520229 BNC 5' Extension Cable $132.00 all pH and ORP A sensors Remote Probe Module; requires Interface Board all pH and ORP 1100179 (1200531) when using with BECSys controllers. $500.00 B Call BECS tech support for details. sensors 1200531 Remote Probe Module Interface board $100900 BECSys5, BECSys7 8 Monday, March 05, 2018 2018-Sensors.xlsx - pH-ORP Temperature Sensors 2018 office Trade Use Part # ' Data Sheet ENG4327-DOC Price For use with Code 8660016 Temperature Sensor, 30" cable (formerly PN $90.00 BECSys3,5,7 C 9660016) 9660003 Temperature Sensor, 10' cable $95,00 BECSys3,5,7 C Conductivity/TDS Office Trade Use Part # Data Sheet ENG4313•DOC Price For use with Code BECSys Conductivity Sensor 9660012 (Adding conductivity to a BECSys5 requires an $600.00 BECSys5,7 C input board change - call for details.) 2210389 Conductivity sensor add -on kit; includes "T" fitting $40.00 Conductivity Sensor A and parts for installing sensor Turbidimeter office Trade Use Part #- ` Data Sheet ENG-4350•DOC Price For use with Code 1210261 BECSys Turbidimeter $6,000.00 BECSys5,BW,7 B 9680023 Primary Calibration Kit, 0,02 & 10 & 100 NTU $600.00 1210261 B 9680024 Desiccant Tray - Refill $150.00 1210261 B Monday, March 05, ZOSS 2018-sensors.xisx - temp-TDS-turbidity Free chlorine (Uftl) 2018 Office Trade Use Part # Data Sheet ENG4066•DOC Price For use with Code CP-1 Sensor, LH (CCW) wind, for use with LFC, 2210422 Includes beads and O-rings. $700600 LFC PN 2210452 B NOTE: For CP-1 LFC upgrade kits (to add the CP-1 sensor to an LFC) refer to the Flow Cell Price List. Free Chlorine Sensor with CCFC2 flow cell, 2210402 including flow assembly and port for Total $11300.00 BECSys517, C and BECSys3 Chlorine sensor CP-1 Sensor, RH (clockwise) wind, for use with 2210457 CCFC2. Includes beads and O-rings. MOM CCFC2 PN 2210402 B 2210444 Replacement glass cleaning beads $5.00 GP-1, both versions C 8060808 CP-1 Sensor O-Ring 3/32x0.987 ID; $2,00 2210422, 2210457 B (also used for Total Chlorine sensor) Flow meter used in Free & Total Chlorine Flow Free & Total 8060671 Cell $160,00 Chlorine Flow Cell C Monday, March 05, 2018 20183ensors,xlsx -free chlorine (CP-1) Free chlorine (membrane) 2018 Office Trade Use Part # Data Sheet ENG&4349-DOC Price For use with Code Free Chlorine Sensor with flow cell, including flow BECSys5,7, 2210328 and psi restrictor assembly and port for Total $1,850.00 and BECSys3 C Chlorine sensor 9660005 Free Chlorine Sensor only, no flow cell $1,300*00 BECSys5j71 and BECSys3 C 8680016 Replacement Membranes (2 pieces) $220.00 Free Chlorine Sensor C for Free Chlorine Sensor 9660005 8680017 Electrolyte (50 ml) for Free Chlorine Sensor $130*00 Free Chlorine Sensor C 9660005 Flow rneter used in Free & Total Chlorine Flow Free & Total C 8060671 Cell $160200 Chlorine Flow Cell 2220363 Free chlorine probe nut $20,00 Free Chlorine Sensor C Free Outlet Tank office Trade Use Part # Data Sheet: ENG4349•DOC Price For use with Code Free Outlet Tank for membrane Chlorine Sensors Membrane chlorine 1100346 (free and total) $1,800000 sensors B Replacement pump (direct replacement for pump 1210279 used prior to 2012); $550.00 1100346 6 Sunset Status March 2018 Pump upgrade kit (includes continuous duty 2210364 pump, used in 2012 model, and retrofit kit) $1,200.00 1100346 B 2210363 Replacement continuous duty pump $1,150,00 1100346 B Monday, March 05, 2018 2018-Sensors.xlsx -free chlorine (membrane) Total/Combined chlorine with 2018 Office membrane PPM sensor/CCFC Trade use Part #'. Data Sheet ENo4669-130C Price For use with Code Combined Chlorine System, includes Membrane 2210329 Free Chlorine and Total Chlorine Sensors $4,600,00 BECSys5,7 B and CCFC Flow Cell Total Chlorine upgrade kit for CCFC; Adds Total 2210363 Chlorine sensor to CCFC with membrane free $3,000.00 BECSys5,7, CCFC B chlorine sensor. Office Total/Combined chlorine with Trade use Part # CPA PPM sensor/CCFC2 Price For use with Code Combined Chlorine System, includes CP-1 Free 2210421 Chlorine Sensor, Membrane Total Chlorine $41300.00 BECSys547 B Sensors and CCFC2 Flow Cell 2210423 Total Chlorine upgrade kit for CCFC2; Adds Total $3,000.00 BECSys5,7, CCFC2 B Chlorine sensor to CCFC2 with CP-1. Office Total/Combined chlorine for Trade use Part # CP-1 PPM sensor/LFC Price For use with Code Total Chlorine upgrade kit for LFC; Adds CCFC2 2210564 with Total Chlorine sensor to a Lighted Flow Cell $3,600.00 BECSys5,7, LFC B with CP-1. Office Common Total Chlorine Parts Trade use Part # Data Sheet ENG4659-DOC Price For use with Code Total Chlorine Sensor only (replacement), no flow BECSys5,7, CCFC, 8660044 cell or cable $2,600.00 CCFC2 B Total Chlorine Sensor 8520232 Replacement cable for Total Chlorine Sensor $240,00 8660044 B Replacement Membrane for Total Chlorine Sensor Total Chlorine Sensor 8680055 8660044 $250.00 8660044 B 8680066 Electrolyte for Total Chlorine Sensor 8660044 $180*00 Total Chlorine Sensor B 8660044 2220362 Plug for Total Chlorine Sensor spot in flow cell $15600 CCFC, CCFC2 B 8060810 O-ring for Total Chlorine Sensor plug $2,00 CCFC, CCFC2 B 2220369 Total chlorine sensor probe ring $15.00 CCFC, CCFC2 B 2220360 Total chlorine sensor probe nut $20400 CCFC, CCFC2 B 2220361 Total chlorine sensor O-ring retainer $20,00 CCFC, CCFC2 B 8060808 Total Chlorine Sensor O-Ring 3/32x0.987 ID; (also $2,00 CCFC, CCFC2 B used for CP-I sensor) 8060809 Total Chlorine Sensor O-Ring 3/32x1.174 ID $2.00 CCFC, CCFC2 B 2016-Sensors.xlsx - total -combined chlorine Free Outlet Tank office Trade Use Part # Data Shoat ENG4349-DOC Price For use with Code Free Outlet Tank for membrane Chlorine Sensors Membrane chlorine 1100346 (free and total) $1,800400 sensors B Replacement pump (direct replacement for pump 1210279 used prior to 2012); $550A0 1100346 B Sunset Status March 2018 2210354 Pump upgrade kit (includes continuous duty $10200400 1100346 B pump, used in 2012 model, and retrofit kit) Monday, March 05, 2018 2018-Sensors.xlsx - total -combined chlorine Pressure 2018 Office Trade Use Part # Data Sheet ENG-4314•DOC Price For use with Code Pressure transducer with 100' cable 8660067 (requires one Loop Power Supply channel) $370,00 BECSys5,BW07 D Formerly PN 8660031 Pressure transducer with 50' cable 8660066 (requires one Loop Power Supply channel) $350.00 BECSys5,BW,7 D Formerly PN 8660030 Pressure transducer only, no cable 8660064 (requires one Loop Power Supply channel) $300.00 BECSys5,BW,7 D Formerly PN 8660029 Vacuum Office Trade Use Part # Data Sheet ENG4319•DOC Price For use with Code Vacuum transducer with 100' cable 8660069 (requires one Loop Power Supply channel) $370.00 BECSys5,BW,7 C Formerly PN 8660035 Vacuum transducer with 50' cable 8660068 (requires one Loop Power Supply channel) $350.00 BECSys5,BW,7 C Formerly PN 8660034 Vacuum transducer only, no cable 8660066 (requires one Loop Power Supply channel) $300.00 BECSys5,BW,7 C Formerly PN 8660033 Swichgage office Trade Use Part # Data Sheet ENG4319•DOC Price For use with Code 9660019 Vacuum Swichgage 0-30 in HG $280.00 BECSysBW,7 A Murphy A20V-30 9660020 Pressure Swichgage 0-50 psi $170.00 BECSysBW,7 A Murphy A20P-HL-50 8660021 Differential Swichgage 0-50 psi $310.00 BECSysBW,7 A Murphy A20DP-50 (formerly PN 9660021) Loop power supplies are available on BECSys7, 5 and BW Ordering Guides and on BECSys Service Board Price List (PN 1200494 or 1200445) Monday, March 05, 2018 2018-Sensors.xisx -psi-vac Part # Flowmeters and Saddles Data Sheet ENG=4320-DOC 2018 Trade Price For use with Office Use Code 8660008 Flowmeter ('/2" - 411) $600.00 BECSys5,BW17 B 9660009 Flowmeter (5" - 811) $640.00 BECSys5,BW,7 B 9660004 Flowmeter (10" - 36") $650,00 BECSys5,BW,7 B $680040 2.5" PVC Clamp -on Saddle $230.00 9660008 B 8680021 3" PVC Clamp -on Saddle $280*00 9660008 6 9680001 4" Iron Strap -on Saddle $325*00 9660008 B 9680002 4" PVC Clamp -on Saddle $330M 9660008 B 9680005 5" Iron Strap -on Saddle $396,00 9660009 B 9680006 6" Iron Strap -on Saddle $430.00 9660009 B 9680003 6" PVC Clamp -on Saddle MOM 9660009 B 9680004 8" PVC Clamp -on Saddle $490400 9660009 B 9680007 8" Iron Strap -on Saddle $480.00 9660009 B 9680008 10" PVC Glue -on Saddle $660600 9660004 B 9680012 10" Iron Strap -on Saddle call 19660004 1 8 9680009 12" PVC Glue -on Saddle $750,00 9660004 B 9880013 12" Iron Strap -on Saddle call 9660004 B 9880038 14" Iron Strap -on Saddle call 9660004 B Saturday, February 24, 2018 2018-Sensors.xlsx -flow LFC • Lighted Flow Cell (aka CCFC3) 2018 Office Trade Use Part # Data Shoot ENG4073-DOC Price For use with Code Lighted Flow Cell with port for CP-I Sensor. 2210516 Assembled. Does not include CP-1 sensor PN $1,300900 BECSys7, 5, 3 B 2210422 or sample stream kit 2210529, Formerly PN 2210452, Lighted Flow Cell without CP-1 Sensor port. 2210515 Assembled. Does not include sample stream $1,100.00 BECSys7, 5, 3 B kit 2210529, Formerly PN 2210456. LFC Modules and Upgrade Kits Part # (current 2 bolt design) Trade For use with OUC 2210583 Lighted Flow Cell CP-1 module. Does not $400.00 LFC 2 bolt design B include CP-1 sensor PN 2210422, 2210584 Lighted Flow Cell end plate (no CP-1). Used $80.00 LFC 2 bolt design B when removing a CP-1 module. Lighted Flow Cell Upgrade Kit to add CP-1 port for a BECSys5 or BECSys7. Includes BECSys7, BECSys5 2210585 LFC CP-1 module (2210583) and CP-1 $1,100.00 B sensorwith glass beads. NOTE: Adding a CP- LFC 2 bolt design 1 to a BECSys5 or 7 may also require an InpuUCPU board change. Lighted Flow Cell Upgrade Kit to add CP-1 BECSys3 2210586 port for a BECSys3. Includes LFC CP-1 $1,300,00 B module (2210583), CP-1 sensor with glass LFC 2 bolt design beads, and CP-1 option board. LFC Modules and Upgrade Kits Part # (original 1 bolt design) Trade For use with OUC 2210535 Lighted Flow Cell CP-1 module. Does not $400.00 LFC 1 bolt design B include CP-1 sensor PN 2210422. Lighted Flow Cell Upgrade Kit to add CP-1 port for a BECSys5 or BECSys7. Includes BECSys7, BECSys5 2210551 LFC CP-1 module (2210535) and CP-1 $19100000 B sensor with glass beads. NOTE: Adding a Cl LFC 1 bolt design 1 to a BECSys5 or 7 may also require an inpuUCPU board change. Lighted Flow Cell Upgrade Kit to add CP-1 BECSys3 2210652 port for a BECSys3. Includes LFC CP-1 $11300.00 B module (2210535), CP-1 sensor with glass LFC 1 bolt design beads, and CP-1 option board. Part # LFC Components Trade For use with OUC 2210618 Flow switch float including metal insert $10.00 LFC B 8060717 White compression fitting $6,00 2210516, 2210515 B 2220532 Acrylic cover; flow switch area $15.00 A 2220533 Acrylic cover; main sensor area $30.00 A 2220534 Acrylic cover,CP-1 area $30.00 A 2018-Flow_Cell.xlsx -lighted 8060927 O-ring; CP-1 front face $2.50 2210516 B 8061071 O-ring; flow switch front face $2.50 2210516 B 8061073 0-ring; main sensor front face $2,50 2210516 B 8061072 O-ring; CP-1 rear face $2,50 2210516 B 8061092 O-ring; CPA cable receptor $2.50 2210516 B 8060669 O-ring; main (10) PCB cavity (rear) $2,50 2210516 B 8061148 X-ring; small circle on side of CP-1 module $2.50 2210516 B 8061149 X-ring; large circle on side of CP-I module $2,50 2210516 B 8060899 O-ring; passage to non CP-1 module formerly PN 8061150 $2,50 2210516 B 8061106 screw; CP-1 module to main LFC module $1.00 2210516 B 8060173 screw; CP-1 receptor $0.30 2210516 B 8060189 screw; CP-1 acrylic front $0920 2210516 B $060626 screw; back plates for main LFC module and CP-I module $0 90 2210516 B 8061107 screw; non CP-1 to main LFC module $1.00 2210515 B 8061086 screw; main (10) PCB, flow switch PCB $1,00 8061100 Silicone Foam $6.00 2210516 B 8520303 LFC cable, main body to CP-1 module $40,00 2210516 B 8520306 LFC cable, internal CP-1 module $20.00 2210516 B 2210629 Sample stream kit for Lighted Flow Cell, includes Premium Pressure Gauge, Ball Valves, Sample Valve and fittings. $100.00 2210516, 2210515 B 2210688 Needle valve & fiowmeter upgrade kit; to replace the flow restrictor valve on older Lighted Flow Cells, $240,00 2210516 B 8061180 Flowmeter used with Lighted Flow Cell (part of the Needle valve & fiowmeter upgrade kit 2210588) $150.00 LFC B 8061181 Needle valve used with Lighted Flow Cell (part of the Needle valve & fiowmeter upgrade kit 2210688) $30,00 LFC B Tuesday, March 13, 2018 2018-Plow_Cell.xlsx -Lighted Round Flow Cell 2018 Office Trade Use Part # Data Sheet EN0.4315•DOC Price For use with Code Round Flow Cell kit includes 1 Body 1220210L 1 Acrylic Cover 1220205, 1 O-Ring All BECSys and 1210147 80606266 1 Mounting Plate 120207, 4 Screws $175*00 Strantrois E 8060626 and 4 Screws 9060189; does not include any plugs for unused holes. 1220210 Round PVC Body, with two %" ports and two $125.00 1210147 E AA ports for sensors 1220206 Acrylic Cover for Round Flow Cell $30.00 1210147 E 8060626 O-Ring for Round Flow Cell $2,50 1210147 E 1220207 PVC Mounting Plate for Round Flow Cell $20.00 1210147 E 8060625 Screws - Mounting Plate (25 piece minimum) $0,20 1210147 E Sample stream kit for round flow cell, includes 1210148 Reed Flow Switch, Premium Pressure Gauge, $195.00 1210147 B Ball Valves, Sample Valve and fittings (does not include Round Flow Cell Kit 1210147) Sample stream kit for round flow cell, includes Rotary Flow Switch, Check Valve, Premium 1210149 Pressure Gauge, Ball Valves, Sample Valve $426,00 1210147 B and fittings (does not include Round Flow Cell Kit1210147) Monday, March 05, 2018 2018-Flow Cell.xisx -Round Part # Common Flow Cell Components 2018 Trade Price For use with Office Use Code 8060189 Screws - Acrylic Cover; 25 piece minimum $0.20 All BECSys B 8060623 Elbow, 900 PVC $5.00 All BECSys B 8060624 Elbow, 450 PVC $9.00 All BECSys B 8060638 Plug,'W PVC $4,00 All BECSys B 8060541 Nipple, %:" Close $2,00 All BECSys B 8060621 Sample valve, %" Ball Cock $32.00 All BECSys B 8060646 Ball Valve, Y" PVC (formerly PN 9060546) $18.00 All BECSys B 9060549 S80 Bushing, PVC % x % $3.30 All BECSys B 9060644 Premium Oil -filled Pressure Gauge $24.00 BECSys3,5,7 B 8060673 Pressure Regulator $160600 Membrane PPM Flow Cell B 8061140 In Line Strainer, 80 Mesh, 1/2" FNPT $30.00 All BECSys B 8061203 In Line Strainer replacement so(reen, 80 Mesh $9,00 6061140 B Monday, March 05, 2018 2018-Flow Cell.xlsx -Parts rj WO 2018 Office Flow Switches Trade Use Part # ' Data Sheets ENGA328-DOC, ENGA329•DOC Price For use with Code 9660006 Reed Flow Switch $80.00 BECSys2,3,5,7 C 2100419 Rotary Flow Switch with Directional Detection $180.00 BECSys2,3,5,7 C (replaces PN 9660007) 9060547 Spring Check Valve $80,00 9660007; Not needed B with 2100419 Rotary Flow Switch replacement kit includes 1 2210550 Pin, 1 Cover, 1 Wheel, 1 O-ring $35.00 Rotary Flow Switch B (formerly PN 8680019) 8060863 Rotary Flow Switch replacement Pin (formerly $7.00 Rotary Flow Switch B PN 8060663) 8480205 Rotary Flow Switch replacement Cover $12.00 Rotary Flow Switch B (formerly PN 8060664) 2220332 Rotary Flow Switch replacement Wheel $17,00 Rotary Flow Switch B (formerly PN 8060665) 8060810 Rotary Flow Switch replacement 0-ring $2,00 Rotary Flow Switch B (formerlyPN 8060666) 8060866 Low flow adapater for Rotary Flow Switch $1.00 Rotary Flow Switch A Monday, March OS, 2018 2018-Flaw Cell.xlsx -Flow switches 2018 Office pH Sensors Trade Use Part # Data Sheet ENG4321-DOC Price For use with Code 9660013 BECSys pH Sensor, 36" cable $250.00 BECSys2,3,5,7 D 9660010 BECSys pH Sensor, 10' cable $260.00 BECSys2,3,5,7 D ORP Sensors Office Trade Use Part # Data Sheet ENG4317•DOC Price For use with Code 9660022 BECSys ORP Sensor, platinum band, 36" cable $310.00 BECSys2,3,5,7 D 9660023 BECSys ORP Sensor, platinum band, 10' cable $320.00 BECSys2,3,5,7 D 9660038 BECSys ORP Sensor, solid gold band, 36" cable $550,00 BECSys2,3,5,7 D 9660040 BECSys ORP Sensor, solid gold band, 10' cable $560.00 BECSys2,3,5,7 D pH/ORP Sensor Accessories office Trade - Use Part # ' Price_ ` For use with Code 8500061 4/KCI solution (pint); recommended for long-term $66.00 all pH and ORP B storage of sensors sensors 8680016 Y:" wetting cap for pH and ORP sensors $10.00 all pH and ORP B sensors 9620229 BNC 5' Extension Cable $132.00 all pH and ORP A sensors Remote Probe Module; requires Interface Board all pH and ORP 1100179 (1200531) when using with BECSys controllers. $500.00 B Call BECS tech support for details. sensors 1200531 Remote Probe Module Interface board $100400 BECSys5, BECSys? B Monday, March 05, 2018 2018-Sensors.xlsx - pH-DRP k 0 Temperature Sensors Office ad Trrade Use Part # Data Sheet ENG4327•DOC Price For use with Code 8660016 Temperature Sensor, 30" cable (formerly PN $90.00 BECSys3,5,7 C 9660016) 9660003 Temperature Sensor, 10' cable $95,00 BECSys3,517 C Conductivity/TDS office Trade Use Part # '' Data Sheet ENG4313•DOC Price For use with Code BECSys Conductivity Sensor 9660012 (Adding conductivity to a BECSys5 requires an $600,00 BECSys5,7 C input board change - call for details,) 2210389 Conductivity sensor add -on kit; includes "T" fitting $40.00 Conductivity Sensor A and parts for installing sensor Turbidimeter Office Trade Use Part # Data SheetENG-4350.DOC Price For use with Code 1210261 BECSys Turbidimeter $6,000.00 BECSys5,BW,7 B 9680023 Primary Calibration Kit, 0,02 & 10 & 100 NTU $600.00 1210261 B 9680024 Desiccant Tray - Refill $150.00 1210261 B Monday, March 05, 2018 2018-Sensors.xlsx - temp-TDS-turbidity Free chlorine (CM) 2018 Office Trade Use Part`# Data Sheet ENO.8066•DOC Price For use with Code 2210422 CP•l Sensor, LH (CCW) wind, for use with LFC. $700.00 LFC PN 2210452 B Includes beads and O-rings. NOTE: For CP-1 LFC upgrade kits (to add the CPA sensor to an LFC) refer to the Flow Cell Price List, Free Chlorine Sensor with CCFC2 flow cell, BECSys5,7, 2210402 including flow assembly and port for Total $11300.00 and BECSys3 C Chlorine sensor 2210457 CPA Sensor, RH (clockwise) wind, for use with $700.00 CCFC2 PN 2210402 B CCFC2. Includes beads and O•rings. 2210444 Replacement glass cleaning beads $5.00 CP-1, both versions C 8060808 CP-1 Sensor O-Ring 3/32x0.987ID; $2.00 2210422,2210457 B (also used for Total Chlorine sensor) Flow meter used in Free & Total Chlorine Flow $160000 Free & Total C 8060671 Cell Chlorine Flow Cell Monday, March 05, 2018 2018-Sensors.xlsx •free chlorine (CP-I) Free chlorine (membrane) Toad office Trade Use Part # Data Sheet ENG-4349•DGC Price For use with Code Free Chlorine Sensor with flow cell, including flow BECSys5,7, 2210328 and psi restrictor assembly and port for Total $11860,00 and BECSys3 C Chlorine sensor 9660006 Free Chlorine Sensor only, no flow cell 300.0 $1,0 and BEGS Sys3 and BE C 8680016 Replacement Membranes (2 pieces) $220900 Free Chlorine Sensor C for Free Chlorine Sensor 9660005 8680017 Electrolyte (50 ml) for Free Chlorine Sensor $130.00 Free Chlorine Sensor C 9660006 Flow meter used in Free & Total Chlorine Flow $160.00 Free & Total C 8060671 Cell Chlorine Flow Cell 2220363 Free chlorine probe nut $20.00 Free Chlorine Sensor C Free Outlet Tank Office Trade Use Part # Data Sheet ENG4349-100c Price For use with Code Free Outlet Tank for membrane Chlorine Sensors $ 1' 800.00 Membrane chlorine B 1100346 (free and total) sensors Replacement pump (direct replacement for pump 1210279 used prior to 2012); $560.00 1100346 B Sunset Status March 2018 2210354 Pump upgrade kit (Includes continuous duty $11200.00 1100346 B pump, used in 2012 model, and retrofit kit) 2210363 Replacement continuous duty pump $1,150.00 1100346 B Monday, March 05, 2018 2018-Sensors.xlsx -free chlorine (membrane) Total/Combined chlorine with 2018 office membrane PPM sensor/CCFC Trade Use Part # Data Sheet ENG4659•DOC Price For use with Code Combined Chlorine System, includes Membrane 2210329 Free Chlorine and Total Chlorine Sensors $4,600.00 BECSys5,7 B and CCFC Flow Cell Total Chlorine upgrade kit for CCFC; Adds Total 2210363 Chlorine sensor to CCFC with membrane free $3,000600 BECSys5,7, CCFC B chlorine sensor. Office Total/Combined chlorine with Trade Use Part # ICPftI PPM sensor/CCFC2 Price For use with Code Combined Chlorine System, includes CP-I Free 22210421 Chlorine Sensor, Membrane Total Chlorine $4,300.00 BECSys5,7 B Sensors and CCFC2 Flow Cell 2210423 Total Chlorine upgrade kit for CCFC2; Adds Total $3,000.00 BECSys5,7, CCFC2 B Chlorine sensor to CCFC2 with CP-I. Office Total/Combined chlorine for Trade Use Part # CP4 PPM sensor/LFC Price For use with code Total Chlorine upgrade kit for LFC; Adds CCFC2 2210554 with Total Chlorine sensor to a Lighted Flow Cell $3,600.00 BECSys5,7, LFC B with CP-1. Office Common Total Chlorine Parts Trade Use Part # Date Sheet ENG4659•DOC Price For use with Code Total Chlorine Sensor only (replacement), no flow $2,600.00 BECSys5,7, CCFC, B 8660044 cell or cable CCFC2 8520232 Replacement cable for Total Chlorine Sensor $240.00 Total Chlorine Sensor 8660044 B Replacement Membrane for Total Chlorine Sensor $250.00 Total Chlorine Sensor B 8680055 8660044 8660044 8680056 Electrolyte for Total Chlorine Sensor 8660044 $180000 Total Chlorine Sensor 8660044 B 2220362 Plug for Total Chlorine Sensor spot in flow cell $15,00 CCFC, CCFC2 B 8060810 0-ring for Total Chlorine Sensor plug MOO CCFC, CCFC2 B 2220369 Total chlorine sensor probe ring $15,00 CCFC, CCFC2 B 2220360 Total chlorine sensor probe nut $20.00 CCFC, CCFC2 B 2220361 Total chlorine sensor 0-ring retainer $20,00 CCFC, CCFC2 B 8060808 Total Chlorine Sensor O-Ring 3/32x0.987 ID; (also $2.00 CCFC, CCFC2 B used for CP-1 sensor) 8060809 Total Chlorine Sensor O-Ring 3/32xl,174 ID $2.00 CCFC, CCFC2 B 2018-Sensors.xisx - total -combined chlorine Free Outlet Tank office Trade Use Part # Data Shoat ENG4349-DOC Price For use with Code 1100346 Free Outlet Tank for membrane Chlorine Sensors $1,800*00 Membrane chlorine B (free and total) sensors Replacement pump (direct replacement for pump 1210279 used prior to 2012); $550.00 1100346 B Sunset Status March 2018 Pump upgrade kit (includes continuous duty 2210364 pump, used in 2012 model, and retrofit kit) $1,200.00 1100346 B Monday, March 05, 2018 2018-Sensors.xlsx -total-combined chlorine Pressure 2018 Office Trade Use Part # Data Sheet ENG4314400C Price For use with Code Pressure transducer with 100' cable 8660067 (requires one Loop Power Supply channel) $370.00 BECSys5,BW,7 D Formerly PN 8660031 Pressure transducer with 50' cable 8660066 (requires one Loop Power Supply channel) $350.00 BECSys5,BW,7 D Formerly PN 8660030 Pressure transducer only, 110 cable 8660064 (requires one Loop Power Supply channel) $300,00 BECSys5,BW,7 D Formerly PN 8660029 VacuumOffice Trade Use Part# Data Sheet ENG-4319-DOC Price For use with -Code Vacuum transducer with 100' cable 8660069 (requires one Loop Power Supply channel) $370,00 BECSys5,BW,7 C Formerly PN 8660035 Vacuum transducer with 50' cable 8660068 (requires one Loop Power Supply channel) MOM BECSys5,BW,7 C Formerly PN 8660034 Vacuum transducer only, no cable 8660066 (requires one Loop Power Supply channel) $300.00 BECSys5,BW,7 C Formerly PN 8660033 Swichgage office Trade Use Part # Data Sheet ENG4319•DOC Price For use with Code 9660019 Vacuum Swichgage 0-30 in HG $280600 BECSysBW,7 A Murphy A20V-30 9660020 Pressure Swichgage 0-50 psi $170.00 BECSysBW,7 A Murphy A20P•HL-50 8660021 Differential Swichgage 0-50 psi $310,00 BECSysBW,7 A Murphy A20DP-50 (formerly PN 9660021) Loop power supplies are available on BECSys7, 5 and BW Ordering Guides and on BECSys Service Board Price List (PN 1200494 or 1200445) Monday, March 05, 2018 2019-Sensors.xlsx -psi-vac Part # Flowmeters and Saddles Data Sheet ENGA320•DOC 2018 Trade Price For use with office Use Code 8660008 Flowmeter (%" • 41f) $600.00 BECSys5,BW,7 B 9660009 Flowmeter (5" - 8") $640,00 BECSys5,BW,7 8 9660004 Flowmeter (10" - 361k) $650.00 BECSys5,BW,7 B 8680040 245" PVC Clamp -on Saddle $230.00 9660008 B 8680021 3" PVC Clamp -on Saddle $280,00 9660008 B 96800o1 4" Iron Strap -on Saddle $325.00 9660008 B 9680002 4" PVC Clamp -on Saddle $330,00 9660008 B 9680005 5" Iron Strap -on Saddle $395,00 9660009 B 9680006 6" Iron Strap -on Saddle $430,00 9660009 B 9680003 6" PVC Clamp -on Saddle $400.00 9660009 B 9680004 8" PVC Clamp -on Saddle $490.00 9660009 B 9680007 B" Iron Strap -on Saddle $480.00 9660009 B 9680008 10" PVC Glue -on Saddle $660.00 9660004 B 9680012 10" Iron Strap -on Saddle call 9660004 B 9680009 12" PVC Glue -on Saddle MOM 9660004 B 9680013 12" Iron Strap -on Saddle call 9660004 B 9680038 14" Iron Strap -on Saddle call 9660004 B Saturday, February 24, 2019 2018-Sensors.xisx -flow ii ;; F L U 1 ANOLTANK - HORIZONTAL FILTERS 2020 US List Pricing Pricing Effective 01/01/2020 Cvnffdenla l n2Jormnl2on- VaRoof Parts Manufacturer Part A Manufacturer Name DasclPOop E0201I5TPPICF 6,699 OB 2,866.12 12,255.24 14,020 >5 171344 19,3101b 24,245.31. F Lm U I D H A CILTANK - HORIZONTAL FILTERS 2020 US List Pricing Pricing Elleclive Ol/Ol/2070 -Coti ffden tiol I of ormD tion- Venddt Petlq MaiiufacDlret Portp M4nulazt9rer Nente 'tlascrlptlan IPI 702.0 LISTPBICE 02582 02582 FLUIDRAUSA Cepex 3"Butterfly Valves, EPOM Seats, Zinc Strait $ 160.14 O Z377U 02372U FEMORA LI5A PVC SCH 8034 Flange. Kit w/Zinc Hardware $ 113.43 3V0060 KII-1 3VB060.9IT1 FLUIDRAUSA Electric Actuator, 120V, 60 1-12, for 3"Butterfly ValVIs $ 2.091,79 D2583 02593 FLUIDRA USA Cepex 4"Butterfly Valves, EPDMSC41S. ZInC Shaft $ 117.65 02373U 02313U FLUIDRAUSA PVC SCH 804"Flange Mil w/Zinc Hardware 5 145.96 4VB110 KIT -I 4V8I 10-KIT-1 FLUIDRAUSA Electric AcUlalar, 12OV, 60 Hit, for 4" ButtoUly Valve $ 20344,51 07586 02586 fl.UIDRAuSA Capes 6'lAUerily Valvca. EPDM Seals, ZIA( Shaft $ 253.55 02376U D2376V Ft UIDRA U5A PVCSCH806"Flange Kit w/Zinc Hardware 5 196.00 6V0190-KIT11 GV0190.KIT1 ftUIORAUSA Electric Actuator, 12OV, 60111, for 6"Butterfly Valve $ 2,384.54 02587 02587 FLUIDRALISA Ceres8"eutterny Valves, EPDM5ealc. Zinc Shaft 5 376,99 0237SU 0237Rt1 FLUIDRAUSA PVC 5f.11808"Flange Kity./Sint Hardware 5 739.37 AV019MIT4 SVO190-KIT-I FLUIDRALISA Clectuc Actuator, 120V,fr01471 Farg"Butterfly Valve $ 2,384.S11 0584250SMD 05842505MD FLUIDRAUSA Capac 10'Butleeny Valves, EPOMSeals, Zinc Shaft 5 97834 02379U 02379U FLUIDRAM PVCSCII 80101"flange KU w/Zinc Hardware $ 106A4 1OV0350-KIT4 1OVDA50 KIT-1 it UIDRA USA Electric Actuator, 120V, 00117, for 10" Butterfly Valve $ 2,720.66 05843155MD OS843155MD FLUIDRA USA Copes 12"Butterfly Valves, EPDMSPals, Stainless Steel Shaft 5 1,612.21 0238OU 02380U FLUIDRAUSA PVC SCH 8012" Fiantle Kitw/Zinc Hardware $ 706,44 I ZEA575-KIN 12EA575KIT-1 FLUIDRAUSA Electric Actuator, 120V,6111-7, for 12"Rutlerfly Valve $ 44799A4 F L U I D R Al POLTANK m HORIZONTAL FILTERS 2020 US List Pricing Prking Effective 0110112020 con/lidenunnnformation Vowli a M{nulPPidaerlalp MmUstretwoolleme oeacrlpVan 1020 Sip PAIR( IF a141', lop Piped, 3lnele foolo Syalem -0B06 tit 4115746061{ tLUOMAWCA i c on JIM KI connection 14'goo (of I lint lop piped fynedw/ I5.)ir'frllrallnn NnA. 5 ,31031 {21150606.1.1 4221.56Go661 L1rin,ml.6" lank➢onopndn 16 inay Il'Inptl w' IrIPetian N[4. r 1oll S TIFF? 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Sole source refers to a procurement where the selection of one particular supplier to the exclusion of all others may be based on having only one supplier in the market place, proprietary technology, copyright, patent, or a supplier's unique capability. Single source refers to a procurement directed to one source because of standardization, warranty, geographic territory, or other factors, even though other competitive sources may be available. Requester Name: Scott Holtrey Division: Parks and Recreation Item/Service: BEGS Chemical and Pool Filtration Systems vendor Name: Commercial Energy Specialist ICES) Historical Count Itlo Yw Average $200,000 Requested miaow-9uoaoan Not to Exceed '300 00o is there an agreement associated with this waiver to be reviewed b Contracts? y Spend: I date range: per fiscal Year: P ❑ Yes ❑✓ No ❑ sole Source 7 ✓❑ single source ❑ One Time Purchase ❑✓ Multiple Purchases Description of Purchase: Enter a description of the item(s) that will be purchased under this waiver. BECSys7 Chemical Controllers, replacement parts associated with BECSys7 controllers, and other related equipment associated with controller operations. In addition, parts and services associated with commercial pool operation proprietary filtration systems. Purpose: Describe in detail, the public purpose of the requested ilenr(s) and why it is essential to County operations. To procure and maintain specialized BECS chemical and pool filtration systems, warranty repair, parts, and materials to ensure the safety of the public by complying with Health Department regulations with proper chemical control systems. Information Technology: Select yes if the products/services are related to Information Technology, If yes, please provide the Purchasing Compliance Code (PCC) number or email approval documentation. 21 Yes ❑ No If yes, provide the PCC number: SASWO1 Justification: Identify the criteria that qualifies this purchase as a sole or single source. Select from the list below. Check all that apply (if box is checked, please make sure to provide an explanation WWI: ❑ Sole Source ❑ Only Authorized Vendor or Distributor: Is this vendor the only vendor authorized to sell this product/service? If yes, explain below and provide documentation from the manufacturer confirming claims made by the distributors. ❑ No comparable Product or Service: Is there another vendor who can provide a similar product/service, regardless of cost, convenience, timeliness, etc.? ❑ Product Compatibility: Does this product/service provide compatibility with existing equipment that prohibits switching to another comparable brand/vendor? If yes, provide the detailed explanation below. including what would occur If the other brandIvendor were used. ❑ Proprietary: Is this product/service proprietary? If yes, provide a detailed explanation below on how its use is restricted by patent, copyright or other applicable laws and provide documentation validating (list claim. ❑✓ Slnale Source ❑ Standardization: Is this product/service pad of a purchase that the County has already standardized on? if yes, please provide the detailed information below. Date of BCC Standardization: BCC Agenda Item number: ❑ Warranty: Is this the only vendor able to complete factory -authorized warranty services on County owned egwpnrent? 1I yes, provide the documentation verifying the warranty Q Geographic Territory: Is this vendor the only vendor authorized to sell this product/service in our region? It yes, provide documentation from the manufacturer confirming those claims. ❑ Other Factors: Any other reason not listed above, explain below. Explain: Haw does this purchase most the identified sole or single source criter/a listed above? Controller systems associated with Collier County Parks and Recreation Aquatics use BECS Technology controllers. Commercial Energy Specialists, Inc., 952 Jupiter Park Lane, Jupiter, FL 33458 is BECS Technology, Inc.'s single source for sales, service and warranty administration, in the Florida region. How was the decision made to use this vendor? Describe in detail if a formal standardization process was performed via Procurement or if there is a historical precedence established for the use of the product, please explain purchase and use history and the current level of County investment in the product. When the Sun-N-Fun Lagoon Water Park at North Collier Regional Park was constructed; the controller system originally installed was Slranco-Strantrol Systems which was manufactured by BECS Technologies. In 2005, BECS ceased supplying aquatics controllers and replacement parts through Stranco-Strantol and introduced the BECSys line of aquatic controllers. SECS Technologies has regional Distributors associated with the sales and servicing of these controller/filtration systems. For Florida, Commercial Energy Specialist. Inc. is the single source for sales, service and warranty administration within the Florida and Caribbean region for the BECSys line of controllers. Other Distributors exist, but they are geographically removed from the southwest Florida region. CES is the single source for replacement parts and service for the BECSys7 Chemical Controllers used by Collier County Parks and Recreation Aquatic Facilities, SECS Technologies were also used within the design of Big Corkscrew Island Regional Park Aquatics Facility, In 2014. the Immokalee Sports Complex facility was also upgraded to the BECSys7 Chemical Controllers system. Explain why It Is In the County's best interest to use this product/servlce rather than issuing a competitive solicitation: What are the benefits from the continued use? Are there costs that would be ineurmd if a different vendodproduct was used? What would occur if another brand/vendor was used? The BECSys7, which is the system that we currently have in our aquatic facilities, provides for comprehensive mechanical room control for operators. The features associated with the BECSys5, which we also have in our facilities, are included, along with full configurable automatic filter backwash control. The BECSys7 connects up to 5 filters as a standard feature adn is expandable up to 16, This is important due to the size of the filtration system associated with Sun N Fun Lagoon. The automatic backwash feature also provides drain overflow protection, water -save mode and full data logging of backwash operation. The controller gives fully integrated water chemistry, filtration and circulation control and comes with a five year electronics/two year sensor warranty. CES is the Master Distributor throughout the South East United States and the Caribbean for water treatment equipment in the commercial aquatic industry. Because of the propietary nature of the BECS Technologies, factory -trained technicians authorized by BECS must perform all service to keep the manufacturers' warranties intact, Explain how this pricing compares to other vendors/products and is it considered to be fair and reasonable: Provide information on historical use and whether pricing has increased/decreased, If sole source and no othor product is available, provide the cost for addressing the needs via an alternate approach, Pricing for comparable technologies have not been sought, The current systems associated with Collier County Parks and Recreation Aquatics were chosen when the aquatics (acuities were first designed as well as conversion o(exisling facilities using this technology. Operator familiarity with systems have encouraged use of this technology. BECS is known within the aquatics industry for their propriety water chemistry controller The system is simple to operate and supported by BECSys by Windows software, which provides operational data logs, graphs and event calendars, which assist staff to comply with both regulatory and risk management needs of the Division. Given the historical use of BECS Technologies for these systems it is estimated that a significant amount of funds would be required to competitively price and replace this existing equipment as well as to alter a change in the design of the newest aquatic facility. This would also affect service levels and require closure of the facility to facilitate a change in equipment. Staff will work with Procurement staff to assess the BECS Technology in current aquatics operations and determine if cost savings through competitively bidding on different systems can be achieved. This will occur before the conclusion of this waiver request. Will this purchase obligate the County to future ancillary products or services? Either in terms of maintenance or standardization. 121 Yes ❑ No If yes, explain what types.' Single source for sales, service, and warranty administration within the Florida and Caribbean region for the BECSys line of controllers associated with Collier County Parks and Recreation Aquatic Facilities. Market research and market alternatives: When was the last time a market evaluation was performed to determine if either the technology or vendor offerings have changed? Based on the lire expectancy of the product, when do you anticipate evaluating the market again? Please attach a detailed market evaluation report should the complexity, duration and dollar amount of the purchase be a hiah ris While the amount of funds expended for this single source waiver are not insignificant, they are within a reasonable amount of funds to maintain current operations until a more formal evaluation can be completed. Staff did an analysis for these products and services in 2014, 2015, and 2017 and found no discernible difference in costs associated with other like systems. BECS Technologies has been designing and manufacturing water chemistry controllers and filtration systems for approximately 20 years. Staff will conduct a market evaluation before the conclusion of this waiver. It is a felony to knowingly and Intentionally circumvent a competitive process for cammoditles or services by fraudulently specifying sole source to obtain a benefit for any person or to cause unlawful harm to another. Florida Statute 838.22(2), Requested byMatthew Catoe Signature: CatoeMatthew°;aomol"°" oipe.ev .renea by Date, 2020.01,16,1=='Se Date, osoo Division Director: Barry Williams Sig nalure: �/illiamsBarryoo«„n°y,s,a°�°=°et°n�.nn 4 4San„y Ieer,1 "iu�e Date: Requ defoHer 5o,000Steve Carvell Signature:carnell Date: .SO°•=°="no:oo;r°nr Procurement Strategist: Sara Schneeberger Si nature: g Schneeber erS g 0 'a"$1 nod by e�n°'°°'°'i2°'° oa. =barge,So aae,n Date: are .0$W Procurement Director Catherine Bigelowromk Signature:Cat Bigelow Date: Or designee ❑� Approved ❑ Requesting Additional Information ❑ Current FY _ Approval � Multi -Year Approval ❑ Requires RFlllntent to Sole Source start Date; 01/29/2020 End ❑ ReJected 09/30/2024 '��'¢`� CERTIFICATE OF LIABILITY INSURANCE MrOWYYY GIN ei0 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICER. THIS tPOLIC1:E3 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THBELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the eart10cate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions Or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, cartel" Panels& may require all endorsement. A sWlament on this certl0cale does not confer rights to the certificate holder In Ileu of such endonament(s). PRODUCERONTAct Aon Risk Services, Inc Of FloridaFloridd 7650 Courtney Campbell Causeway suite 1000 Tampa FL 33607 USA tFy"C Na. (Sb6) 783-7127 FAIL (600) 363-0705 e.MNI ADORE" INSURER(S) AFFORDING COVERAGE SAID sulain INSUReaA. Aspen Specialty Insurance Company 10717 Commercial Energy Specialists, Inc. 952 Jupiter Park Lane Suite 1 INSURER D: Liberty insurance Corporation 42404 INSURER c: Employers Insurance Company Of Wausau 21458 Jupiter FL 33458 USA INSURED I; LHsI•/i:r_ic1 �'�NG:! 1Iy[N_\aN THIS I$ TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW 1{AVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR CT POLICY PERIOD DOCUMENT WITH RESPECT TO L WHICH THIS INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTS DESCRIBED CERTIFICATE MAY N ISSUED OR SUCH PERTAIN THE INSURANCE HAVERE BY THE POLICIES DESCRIBED HEREIN IS SUBJECT is ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS Limits shown are as Requested ABOVE INSR TYPE OF 114SUMNCE�Jelig AOIDL SUOR me at IT POUCY EXP 3 TI 21 Llvlra A GENERAL LMRIUFY CRACCC 2 03 T 20 00 EAc EHCE E5 5110006000 tCOMMIURI CLAIMS -MADE ❑x OCCUR DAMAGE AMA RE)yTLE�,An PREMIStREG S300,000 EXP IMF the Pmeem $25,000 PERSONAL A ADS INJURY S1,000,000 PAGG GATe UMITA UE�L« 1�—II Cr GENEPALAGGREGAE 52,ODO,ODO X PnODIGI6. COMPA)PAGG S21000,000 nmlu„nAn I,AHMF S110001000 mMORRE LIABILITY V A57-7.11-0037145-020 03/31/2020 03/31/2021 comoynni SINGLEUMn S110006000 x ANY AUTO PORMY INAJRYI Per pumonl OWNED Ec'IEOrREO NGN-0VINED AwEGonuINO9 wpto 010 R ROgI.V IRA TRY (Po, auNlanN OPERM1 OnNAGE 0Wenfl sReLIALIAU .< OCCUP EXACCCA20 03/31/2020 03/31/2021 EAcn accumENCE S2,000,000 EXCESS UPS MAIMS -MADE AOTRFGAIE S2,000,000 DE01 1mysNT1Pv WORxEHSCOMPENSAnONANO EMPLOYERS'LAURLIFY WCCZ11C037W5010 3/31/2020 03/31/2021 X PEn atqurE Ei EACHACCmENT jilloo0,000 PROPRIETORANY PART IRS I URVE IMFnmOFPICEroy nNlqMBEA �tL DESCRIPYGROFOPENAIIUNSaWev NIA EL wsEAseuEMPLmEE S10000l000 TEL DSFASEAPOUCYLIWl S3 000,000 A Pollution ERACCC920 03131/2020 0313112021 81.000.000 $101000 bed'" DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES tACORD UK AdOmonal RXmorha echaauls, may m auAA«I n mma span- is museum Collier county Board of county Commissioners OR Board of county Commissioners in Collier County OR Collier County Government, OR CGlliier County are included as Additional insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. The General Liability evidenced herein is Primary and Non -Contributory to other insurance available to an Additional insured, but only in accordance with the policy's provisions. Excess Liability coverage is follow form over General Liability, Professional Liability III Automobile Liability CERTIFICATE HOLDER CANCELLATION IOULO ANY OF IIIE E POLICICB ME HHIEo, amrlcE aver aE eELIvraeo IN AceOno,NCE BEFORE wn11 INE POLICY PROVISIONS.3295 n Collier County Board of Cammt ssioners nmRGEB eEPREaaxrnrrvE Tami ami Trail F Naples FL 34112 USA a� t/Lb'frC �GCYI.'W E�qA O�e�ill�i 01988-2016 ACORD CORPORATION. All rights reserved. ACORO 26 (2016103) The ACORD name antl logo are registered marks of ACORD c90 EXHIBIT C AGREEMENT AND PLAN OF CONVERSION OF COMMERCIAL ENERGY SPECIALISTS, INC. (a Florida corporation) WITH AND INTO COMMERCIAL ENERGY SPECIALISTS, LLC (a Delaware limited liability company) THI5 AGREEMENT AND PLAN OF CONVERSION ("Aereemenf� of Commercial Energy Specialists, Inc., a Florida corporation ("Company"), is entered into and adopted as of April 8, 2021. RECITALS WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Florida; WHEREAS, the Sole Shareholder (the "Sole Shareholder") and the board of directors (the Board') of the Company deem it advisable that the Company convert into a Delaware limited liability company with the name "Commercial Energy Specialists, LLC" (the "LLC' upon the terms and conditions set forth herein and in accordance with the laws of the State of Delaware (the "Conversion"); and WHEREAS, the Sole Shareholder and the Board of the Company have approved this Agreement and the Conversion. NOW, THEREFORE, the parties hereto agree as follows: 1. The Conversion At the Effective Time (as defined in Section 6 below) of the Conversion, the Company shall be converted into LLC on the terms and conditions hereinafter set forth and in accordance with the applicable provisions of the Delaware Limited Liability Company Act, as amended ("DLLCA'), and the Florida Statutes, as amended ("FL Statutes"). At the Effective Time, the Company shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the LLC. The Conversion shall have the further effects set forth in the DLLCA and the FL Statutes. 2. Certificate of Formation The Certificate of Formation of the LLC, as filed with Secretary of State of the State of Delaware at the Effective Time, shall continue to be the Certificate of Formation of the LLC from and after the Effective Time, until thereafter amended as provided therein or by applicable law. vrinsoss�zoe 3 Officers The officers, if any, of the Company immediately prior to the Effective Time shall be and remain the officers of the LLC from and after the Effective Time, until the earlier of their death, resignation, removal or otherwise ceasing to be the officers of the LLC or until their respective successors are duly elected and qualified, as the case may be. 4. Effects of the Conversion At and after the Effective Time, the Conversion will have the effects as set forth in the FL Statutes and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company shall vest in the LLC, and all debts, liabilities and duties of the Company shall become the debts, liabilities and duties of the LLC. 5. Manner and Basis of Conversion At the Effective Time, all of the shares of capital stock of the Company ("Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into One Hundred Percent (100%) of the membership interests of the LLC. Each share of Common Stock held in treasury by the Company shall be cancelled without consideration. 6. Effective Time of the Conversion The Conversion shall become effective (the 'Effective Time") under the DLLCA and FL Statutes at 12:01 A.M. CST, on April S, 2021. 7. Principal Place of Business of the LLC The principal place of business of the LLC shall be 952 Jupiter Park Lane, Suite 1, Jupiter, FL 33458, 8. Miscellaneous (a) Amendment. At any time prior to the filing of the Certificate of Formation, this Agreement maybe amended in a written agreement executed by the parties hereto. (b) Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. (c) Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida. [SIGNATURE PAGE FOLLOWS] vr�asas3noe Signature Page to Agreement and Plan of Conversion (Commercial Energy Specialists, Inc. to Commercial Energy Specialists, LLQ IN WI MESS WHEREOF, the Company has executed and delivered this Agreement on and as of the date first written above, COMMERCIAL ENERGY SPECIALISTS, INC., a Florida corporation Name: Alvaro G. Mendoza Title: President and CEO VP/gS0337106