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#21-7909 (BLX Group, LLC) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management Ge t6/211I21 2. County Attorney Office County Attorney Office fjZle )2,( 4. BCC Office Board of County Commissioners J /1-�-,)I 4. Minutes and Records Clerk of Court's Office ' [1(2ia't el-4/4 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Vanessa Miguel/Purchasing Contact Information 239-252-6020 Contact/Department Agenda Date Item was October 26,2021 Agenda Item Number 16.J.4. Approved by the BCC Type of Document AGREEMENT Number of Original 1 Attached Documents Attached PO number or account N/A 21-7909 BLX Group,LLC number if document is BLX Group, LLC to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be VM signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the VM document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VM signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on October 26,2021 and all changes made at during the meeting have been incorporated in the attached document. The County n op ion for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the • option for Chairman's signature. is line. RECEIVED ` OCT 26 2021 Risk Management FIXED FEE PROFESSIONAL SERVICE AGREEMENT 21-7909 for Arbitrage Rebate THIS AGREEMENT, made and entered into on this . day of OA , 2021 , by and between BLX Group LLC authorized to do business in the State of Florida, whose business address is 777 S Figueroa St, Ste 3200, Los Angeles, CA 90017 ,(the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a three ( 3 ) year period, commencing U upon the date of Board approval; -or n on ,and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a * Purchase Order ❑ Noticc to Proceed I I Wer-k-Or 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of ❑■ Request for Proposal (RFP) ❑ 44witatieR4e Othcr ( ) # 21-7909 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ICI The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 CAO 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): n Lump Sum (Fixed Price): A firm fix ; 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 fix d price contract is authorized. ❑ TG • the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This requirements would most likely change. As a general business practice, these IMF 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). Page 2 of 15 Fixed Price Professional Service Agreement 2021_Ver.l 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "[aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 475 n • Mileage $8445-per- }le greakf Ai.i4are Glass-face rate with a cap of no more than $150.00 per Right Parking Actual cost of parking • • Taxi or Airport Limousine Reimbursable items other than travel expenses shall be limited to the following: receipts. Contractor shall be responsible for all other costs and expc ses 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. Page 3 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 C:AO 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: BLX Group LLC Address: 4300 W. Cypress Street, Suite 360 Tampa, FL 33607 Authorized Agent: Erik B. Dingwall Attention Name & Title: Telephone: (813) 872-6840 E-Mail(s): Edingwall@blxgroup.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Clerk of Court& Comptroller: Crystal K. Kinzel Division Name: Clerk of the Circuit Court -Finance Department Address: 3315 Tamiami Trail East, Ste. 700 Naples, Florida 34112-5324 Administrative Agent/PM: Derek Johnssen Telephone: (239) 252-7863 E-Mail(s): Derek.johnssen@collierclerk.com The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 4of15 Fixed Price Professional Service Agreement 2021_Ver.1 CAO 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION.The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. • Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. ■ Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. ■ Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 1,000,000 for each accident. Page 5of15 Fixed Price Professional Service Agreement 2021_Ver.1 CAO 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 $5,000,000 each claim and aggregate. E. n Cyber Liability: Coverage shall have minimum limits of $3,000,000 per occurrence. • of$ per occurrence. G U Watercraft: Coverage shall have minimum limits of $ per Oeettfrefteer 14, 1 Coverage shall be maintained where applicable to the completion of the work$ per occurrence. t- ❑ • $ per occurrence. n • minimum limits-of$ per occurrence. 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. Page 6 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 CAM 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Clerk of Court Finance Department 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), 111 Exhibit A Scope of Services, Exhibit B Fee Schedule, ■ RFP/ I I !TB/ Other ( ) #21-7909 including Exhibits, Attachments and Addenda/Addendum, n eubcequent quotes, and n Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box (IN ) will 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. Page 7 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 CAO 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: Pub[icRecordRequest[cx7colliercountyfl.gov 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. Page 8of15 Fixed Price Professional Service Agreement 2021_Ver.1 CAD 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 23. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 24. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement Page 9 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 i reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 25. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 26. KEY PERSONNEL. The Contractor's personnel and management to be utilized for competent persons will be utilized in the performance of the Agreement. The timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key pericnce. (2) that the County ■I AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 27. ❑■ ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. n or among the terms of any of the Contract Documents and/or the County's Board the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agrcemcn+ Te+moo o.,+„n+ nn„eeRflin+ ;n +ho terms of the Contract Documents cannot be resolved by application of the 28. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall Page 10 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 29. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. (Intentionally left blank-signature page to follow) Page 11 of 15 C Fixed Price Professional Service Agreement 2021_Ver.l IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of Courts & Comptroller ' By: Y ►' By. , Chair Dated: 120a (SEAL ttest aloe airman's Signature only. Contractor's Witnesses: BLX Group LLC Contractor By: Contractor's FirstcWitness Sfg nat i iti 1 C.. 1 t ✓) ) TType/print signature and titleT TType/print witness namet Contr tor's Sernnd Witness TType/print witness nameT roved as to F rm nd L ality: Cou Attorney Print Name Page 12of15 Fixed Price Professional Service Agreement 2021_Ver.1 Exhibit A Scope of Services ❑■ following this page (containing 2 page/s) ❑ this exhibit is not applicable Page 13 of 15 Fixed Price Professional Service Agreement 2021_Ver.I RFP#21-7909 "Arbitrage Rebate" Exhibit A SCOPE OF SERVICES BACKGROUND Collier County has issued long term, tax exempt bond issues and direct placement bank term loans to finance, or refinance, a variety of activities, such as the construction and/or acquisition of structures and improvements. These issues, which we understand may be subject to the arbitrage rebate requirements contained in Section 148(f) of the Internal Revenue Code of 1986 (the"Rebate Requirement")are enumerated in Schedule A of this scope of services. For the Consultant to perform the arbitrage rebate calculation, the County's Clerk of Court Finance Department will provide the Consultant with the daily expenditures and relevant investment income and investment valuation information, further described under the Evaluation Criteria #3 Business Plan. The County may complete additional financings during the term of the agreement that may be subject to Rebate Requirements and may be added to the work identified under this Agreement. DETAILED SCOPE OF WORK The purpose of this Agreement is for requisite services rendered by a capable Firm/Consultant. The County may elect to contract for some or all of the available services. For each issue,the Consultant is expected to: 1. Verify that the issue is subject to the Rebate Requirement. 2. Calculate the bond yield. 3. Identify and separately account for all gross proceeds including those requiring allocation analysis due to transferred proceeds and/or commingled funds circumstances. 4. Calculate excess investment earnings. 5. Deliver appropriate documentation required to support calculations. 6. Provide various arbitrage rebate reports on the Internal Revenue Service(IRS)required dates(interim or final computation)for each issue and provide an annual "point in time"analysis of cumulative arbitrage rebate liability on September 30 of each year for use in the annual audit during the term of the contract. 7. Provide an executive summary identifying the methodology employed, major assumptions, conclusions and any recommendations for changes in the County's record keeping and investment policy. 8. Prepare a matrix to monitor arbitrage compliance. The matrix should identify key items for each bond issue such as the dates of restriction and/or rebate, the applicable arbitrage yield, any exceptions to rebate,penalty elections,calculations and payment dates. 9. Prepare all necessary IRS forms for rebate payments or refunds of overpayments.Assist the Department as necessary in the event of an IRS audit or inquiry. 10. Advise the Department on new or revised arbitrage regulations and interpretations as to their effect on the County's bond issues. 11. Provide assistance and consultation as necessary regarding arbitrage-related matters and retain records and documentation at least six(6)years after the issue's final maturity. Page 1 of 2 Exhibit A—Scope of Services CAO Schedule A As of May 17,2021,Collier County, Florida has the following issues outstanding and subject to rebate: Issue Dated Date Final Maturity Original Issue Arbitrage Yield Amount Series 2012,Gas Tax Refunding 6/5/2012 6/1/2023 $38,680,000 2.12% Revenue Bonds Series 2014,Gas Tax Refunding 5/29/2014 6/1/2025 $89,780,000 2.33% Revenue Bond Series 2010B,Special Obligation 11/30/2010 10/1/2021 $24,620,000 2.76% Refunding Revenue Bonds Series 2011,Special Obligation 1/9/2012 10/1/2029 $92,295,000 2.46% Refunding Revenue Bonds Series 2013,Special Obligation 4/16/2013 10/1/2035 S73,805,000 3.59% Refunding Revenue Bonds Series 2017,Special Obligation 12/28/2017 7/1/2034 $43,713,000 3.09% Refunding Revenue Bond Series 2020A,Special Obligation 11/3/2020 10/1/2045 $75,100,000 1.81% Revenue Bonds Series 2018,Tourist 12/28/2017 10/1/2048 S62,965,000 3.80% Development Tax Revenue Bonds Series 2013,County Water and 6/27/2013 7/1/2021 $17,769,080 1.47% Sewer Refunding Revenue Bond Series 2015,County Water and 9/30/2015 7/1/2022 $17,687,000 1.75% Sewer Refunding Revenue Bond Series 2016,County Water and 5/26/2016 7/1/2036 $48,105,000 2.22% Sewer Revenue Bonds Series 2016B,County Water and 11/17/2016 7/1/2029 $89,982,000 1.80% Sewer Refunding Revenue Bond (Subordinated) Series 2018,County Water and 2/28/2018 7/1/2029 $3.5,965,000 2.41% Sewer Revenue Bond Series 2019,County Water and 4/17/2019 7/1/2039 $76,185,000 2.94% Sewer Revenue Bonds Page 2 of 2 Exhibit A—Scope of Services CAO Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 14 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 CAO RFP#21-7909 "Arbitrage Rebate" Exhibit B FEE SCHEDULE Service Fee Report Fee for Annual Calculation $1,250 Computation Periods in excess of 12 months* $500 (per additional year or fraction thereof) *This fee only applies if the bond has been outstanding for more than one year and no previous annual calculations have been done. Page 1 of 1 Exhibit B—Fee Schedule (:AU Other Exhibit/Attachment Description: Li following this page (pages through ) • this exhibit is not applicable Page 15 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 CAD ACCORD® CERTIFICATE OF LIABILITY INSURANCE DATE CERTIFICATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH RISK&INSURANCE SERVICES NAME: FOUR EMBARCADERO CENTER,SUITE 1100 (A/c. Ext): FAX No): CALIFORNIA LICENSE NO.0437153 E-MAIL SAN FRANCISCO,CA 94111 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN102668209-BLX2-E&0-20-21 INSURER A:XL Specialty Insurance Company 37885 INSURED INSURER B: BLX GROUP LLC 777 SOUTH FIGUEROA STREET,SUITE 3200 INSURER C: LOS ANGELES,CA 90017 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: SEA-003788606-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INS. WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A PROFESSIONAL LIABILITY ELU171723-20 11/28/2020 11/28/2021 LIMIT OF LIABILITY: 5,000,000 INVESTMENT COMPANY RETENTION: 250,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) REF: EVIDENCE OF PROFESSIONAL LIABILITY COVERAGE Iliii RE:ARBITRAGE REBATE SERVICES-FOR ANY AND ALL WORK PERFORMED ON BEHALF OF COLLIER COUNTY 11111 CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY BOARD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE OF COUNTY COMMISSIONERS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 TAMIAMI TRAIL E ACCORDANCE WITH THE POLICY PROVISIONS. NAPLES,FL 34112 AUTHORIZED REPRESENTATIVE Veva,Red &1 outzeneutee Seu deed ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ACC CERTIFICATE OF LIABILITY INSURANCE DATE5M0/ D/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH RISK&INSURANCE SERVICES NAME: PHFAX FOUR EMBARCADERO CENTER,SUITE 1100 (NCO.No,Ext): (NC,No): CALIFORNIA LICENSE NO.0437153 E-MAIL SAN FRANCISCO,CA 94111 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Chubb Indemnity Insurance Co 12777 INSURED INSURER B: BLX GROUP,LLC — 777 SOUTH FIGUEROA STREET,SUITE 3200 INSURER C: _ LOS ANGELES,CA 90017 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: SEA-003788430-05 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD, POLICY NUMBER LIMITS (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ _ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION 71756264 10/01/2021 10/01/2022 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER _ Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Arbitrage Rebate Services—For any and all work performed on behalf of Collier County CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail E. ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE Neva Red &ladoraaae Serviced ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Client#: 1545435 ORRICHER A CORDT. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 9/15/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT AvonniMcCreary USI Insurance Services, LLC PHONE 9 - FAX (A/C,No,Ext): 25214-0146 (A/c,No): 201 Mission St 11th Fl E-MAIL avonni.mccreary@usi.com San Francisco, CA 94105 ADDRESS: ry@ 628 201-9001 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Great Northern Insurance Company 20303 INSURED INSURER B:Federal Insurance Company 20281 BLX Group, LLC INSURER C:Lloyd's of London NONAIC 405 Howard Street San Francisco, CA 94105 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSRL SUBR WVD POLICY NUMBERPOLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 35821151 06/01/2021 06/01/2022 EACH OCCURRENCE� $1,000,000 CLAIMS-MADE X OCCUR PREMISEES(Ea occu ence) $I,000,000 X Host Liquor Included MED EXP(Any one person) $10,000 X Ind. Contractors PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY JECOT LOC PRODUCTS-COMP/OPAGG $Intl Gen Agg OTHER: $ B AUTOMOBILE LIABILITY 74996569 06/01/2021 06/01/2022(Ea COMBIaccident)NED SINGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ _ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY (Per accident) $ B X UMBRELLA LIAB X OCCUR 79820023 06/01/2021 06/01/2022 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETORJPARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Cyber Liabil B0146CYUSA2000827 12/04/2020 12/04/2021 $10,000,000 $100,000 Retention DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Arbitrage Rebate Services -For any and all work performed on behalf of Collier County. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, OR Collier County are included as an additional insured under the captioned Commercial General Liability and Automobile Liability Policies on a primary and non-contributory basis if and to the extent required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E NAPLES, FL 34112 AUTHORIZED REPRESENTATIVE ) 7 • © 8-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S33288749/M32163710 SYYZP