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#22-7947 (AvFuel Corp.) FIXED TERM SERVICE AGREEMENT # 22-7947 for AVIATION FUEL PURCHASE AND DELIVERY THIS AGREEMENT, made and entered into on this l day of E` ; 20 22 , by and between Avfuel Corp. authorized to do business in the State of Florida, whose business address is 47 West Ellsworth Road, Ann Arbor, MI 48108 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing • upon the date of Board approval; or on and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of • Request for Proposal (RFP) 1 Other ( )..# 22-7947 , 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 17 Fixed Term Service Agreement 2022_Ver.1 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): 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. n • tea or subcontractor) 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 "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2 of 17 Fixed Term Service Agreement 2022_Ver.1 ct,Cq 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4:5 {-cheif—applioabl mbusaable—€Xpers: Travel and Reimbursable Expenses must be approved in advanc . ats. • Mileage $0.44.5 per rile B-Feakfas4 $6 89 $44,40 B+ e $49410 [�.irfare Ae u I tic et cost limited to to iris of oach `lase. fare r-�Tnur�i if P S c"^I-1 t S RS�� TYlT"� Rantal-eaF Actual rental cost limited to compact or standard size vel les Lodging Actual cost of a cap of no more than $150.00 per night Pafki-n-g one • items will be paid only after Contractor has provided all receipts. Contractor shall be undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Avfuel Corp. Address: 47 W. Ellsworth Ann Arbor, MI 48108 Authorized Agent: Joel J. Hirst, Sr. Vice President Attention Name & Title: Ben Spence, Director Truck Logistics Telephone: (734) 633-6466 / (800) 458-0672 E-Mail(s): Jhirst@avfuel.com / Bspence@avfuel.com Page 3 of 17 Fixed Term Service Agreement 2022_Ver.1 All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Name: Airport Authority Division Director: Gene Shue Address: 2005 Mainsail Drive Naples, Florida 34114 Administrative Agent/PM: Andrew Bennett, Executive Manager Telephone: (239) 252-8425 E-Mail(s): Andrew.Bennett@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during Page 4 of 17 Fixed Term Service Agreement 2022_Ver.1 the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of the non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. (■I 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. Al 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. raj 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. 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 $ 1,000,000 each claim and aggregate. E. I■I Cyber Liability: Coverage shall have minimum limits of$ 1,000,000 per claim. F. n Pollution : Coverage shall have minimum limits of $ 1,000,000 per claim/Occurrence. Page 5 of 17 Fixed Term Service Agreement 2022_Ver.1 0:1(7 Gn minimum limits of$ per claim/Occurrence. b : Coverage shall have w+inim im limits of $ peter nlnim/Ooo irronco Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Page 6 of 17 Fixed Term Service Agreement 2022_Ver.1 0 G�' 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 Airport Authority Division 15, CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), 1■1 Exhibit A Scope of Services, Exhibit B Fee Schedule, 1011 RFP/ ITB/❑ Other #22-7947 , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes, and Ii Other Exhibit/Attachment: Aviation Fuel Supply Agreement 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Page 7 of 17 Fixed Term Service Agreement 2022_Ver.1 Opc 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: PublicRecordRequest(ccolliercountyfl.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. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. Page 8 of 17 Fixed Term Service Agreement 2022_Ver.1 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. IiI CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. I■I WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the Page 9 of 17 Fixed Term Service Agreement 2022_Ver.1 particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law, and those more specifically stated in the attached Fuel Supply Agreement at Article 7. 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 Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, Page 10 of 17 Fixed Term Service Agreement 2022_Ver.1 G`- or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. I l KEY this project shall be knowledgeable in their argas of expertise. The County reserves--the as many people as necessary to complete the services on a timely basis, and each person assigned shall be availab! service met: (1) Proposed replaeer eats s far in advance as possible. The Contractor sha pefseonek Page 11 of 17 Fixed Term Service Agreement 2022_Ver.1 G 1U1 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. IN 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 among the terms of any of the Contract Documents and/or the County's Board approved a of precedence over the Agreement. To the extent any conflict in the terms of the Contract the Agreement, the conflict s.hafl be re • 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier Page 12 of 17 Fixed Term Service Agreement 2022_Ver.l 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 Fixed Term Service Agreement 2022_Ver.1 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of the Circuit COLLIER COU , FLORIDA Court and Comptroller By: /L Jr BY: . Willi m L. McDaniel Jr. , Chairman Dated: a i _ w .�a ( E AL) Attest as to f irmaa't� signature Only. Avfuel Corp. Contractor's Witnesses: Contractor By: 1,/, ntractor's First Witness Sign "re • z c5-e4, l/G� tZ '�c�.7L S14d. TType/print signature and titleT TType/prin ' ne s ameT —Contracto ' Second Witn 4 2/ct/ . 2 /2-41-cam 3 TType/print witness nameT proved as to F r d L ality: Cou ty Attorney Print Name Page 14 of 17 Fixed Term Service Agreement 2022_Ver.I °� Exhibit A Scope of Services n following this page (containing 3 pages) n this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement 2022_Ver.1 v�� Request for Proposal (RFP) # 22-7947 "Aviation Fuel Purchase and Delivery" Exhibit A: Scope of Work Final Negotiated Statement of Work The Supplier is required to deliver aviation fuels to the Fuel Farm(s) at all three County Airports (MKY, IMM and XO1) identified in this solicitation. Supplier must adhere to the following minimum requirements: 1. Fuel: The Supplier will ensure that the aviation fuel delivered meets or exceeds the following minimum specifications: 1.1 Jet Fuel: Aviation Kerosene type Jet-A fuel received shall conform to ASTM D-1655 specifications, latest revision. Supplier shall also supply FSII (Anti-Ice, Prist) in 55-gallon barrels for direct injection at the point of sale. 1.2 Avgas: Fuel received shall conform to ASTM D-910 specifications, latest revision, and shall be of the Aviation Gasoline type, 100 Octane, Low Lead (Avgas 100LL) or future replacement. 1.3 Supplier will provide a certificate of analysis on all aviation fuel shipments. Supplier will also provide traceability on all shipments back to refinery. 2. Delivery: 2.1 A twenty-four (24) hour period between order placement and delivery to airport(s) is desired, however Supplier shall guarantee maximum forty-eight (48) hour period between order placement and delivery to airport(s). 3. Credit Card Processing: 3.1 Supplier to provide and maintain a list of credit cards and contract fuel programs accepted including all associated costs. 3.2 Supplier to provide the Authority the amount of time for funds to be deposited in the Authority's accounts and the methods of payment (i.e. electronic transfer, etc.) including all associated costs. 3.3 Supplier must offer a "full-service" web-based Fixed Based Operator (FBO) software solution for processing credit sales which is fully PCI and EMV Chip compliant. Software shall include: fuel sentry/automation compatible with TCS 3000 meters, POS processing, flight scheduling/tracking, and concierge reservation modules. 4. Maintenance,Inspection and Training: 4.1 Supplier to make fuel tenders available to the Authority for use at the Marco Island Executive or Immokalee Regional_Airport in the event County-owned fuel tender is out of service for extended period (ten days or greater), at no cost to the Airport Authority. Minimum forty-eight (48) hour delivery period for replacement tender which shall be in good working order and similar in capacity to those in operation at the County Airports. Page 1 of 3 Scope of Services Request for Proposal (RFP) # 22-7947 "Aviation Fuel Purchase and Delivery" 4.2 Supplier shall provide, at no additional costs, annual inspections of all fuel trucks, regardless of ownership, and annual inspections of the fuel farms at all three (3) airports MKY, IMM, and X01. The inspectors will be qualified and provide written documentation detailing the results of the inspections. 4.3 Supplier shall provide annual Jet-A and Avgas (100LL) fuel filter replacement services on all fuel trucks, regardless of ownership, and the fuel farms at all three (3) airports: MKY, IMM, and X01. Labor rate and material mark-ups must be outlined. 4.4 Supplier shall provide, at no additional cost to purchaser, employee fuel quality assurance training and testing materials (hydrometers, white buckets, water tests, etc.), wind socks, wing mats, line service safety and customer service training either through Supplier or approved third party books, materials, and seminars or combination thereof. 5. Marketing and Advertising: 5.1 Supplier shall include the County Airports in all directory advertising at no cost to the County. 5.2 Supplier shall make funds available for co-operative advertising on a local basis. 5.3 Supplier shall paint and/or decal County-owned fuel tenders and fuel farms cost to purchase and provide free loaner fuel tenders during this period. 5.4 Supplier shall participate in major aviation trade shows such as NBAA and NATA and provide the Airport Authority an opportunity to participate without cost. Additional Negotiated Items 6) International 5,000 Gallon Jet Refueler Truck Avfuel will provide the County at no charge one (1) 5,000-gallon jet refueler truck 2012 or newer, which will be Avfuel unit # 5228, 2020 International HV607, VIN 1HTEJMMR1LH800219, Value $290,000.00, to Marco Island Executive Airport as of the effective date of this contract for the entire term of the contract. Avfuel covers all maintenance except for normal wear items such as fluids, diesel, oil, tires, batteries, lights, fire extinguisher recharge, preventable maintenance items and any damage including excessive wear due to careless operation. Avfuel also covers product filter changes, hoses and fueling nozzles as required. Truck must be equipped with TCS Meters with wireless transmission capability. 7) FSII Additive Avfuel will provide FSII Additive in 55-gallon drums at no additional charge to the County. 8) Meter Calibration and Product Filters Avfuel will pay for meter calibration and testing on Avfuel leased refueler truck(s), Collier County owned refueler trucks and fuel farm meters that require calibration and testing as required by law. Page 2 of 3 Scope of Services Request for Proposal (RFP) # 22-7947 "Aviation Fuel Purchase and Delivery" Avfuel will pay for costs of product filters and installation on Avfuel leased refueler truck(s), Collier County owned refueler trucks and fuel farms as needed per industry standard. 9) Avfuel Training System (ATS) Avfuel will provide access at no cost to the online ATS to all airport employees at no cost for the duration of the contract. All on-site and in-person supplemental fuel safety and quality assurance, customer service, and Avfuel- branded program training will be provided by Avfuel as outlined in their proposal to Solicitation No. 22-7947 10) MyFlightSolutions FBO Point of Sale Software Avfuel will provide MyFlightSolutions FBO software to all three Collier County airport locations including start up training and data migration from Atlas system at no cost. Avfuel will provide the Avfuel HUB web pos and Verifone VX570 at no cost for backup point of sale systems. 11) ARGUS Traq Pak Avfuel will provide ARGUS Traq Pak flight tracking software with AMSTAT tail number look up and ten (10) login passwords at no cost. 12) Avfuel Branding Start Up and Transitions Costs Avfuel will direct purchase or reimburse the County up to $5,000, upon contract execution, to be used towards costs associated with transitioning to the Avfuel. 13) Marketing Support Avfuel will provide marketing support and materials as outlined in Avfuel's response to Solicitation No. 22-7947 Page 3 of 3 Scope of Services Exhibit B Fee Schedule following this page (containing 3 pages) Page 16 of 17 Fixed Term Service Agreement 2022_Ver.l 0`o Request for Proposal (RFP) # 22-7947 "Aviation Fuel Purchase and Delivery" Exhibit B: Fee Schedule 1) Product Prices Jet-A: Previous week average of PLAITS Gulf Coast Jet Waterborne Mean plus a fuel differential of$0.1139 per gallon plus the current full load (7,400 gal min) truck transportation costs including tolls (MKY $0.0819 per gallon; IMM $0.0819 per gallon) when product is delivered from the Primary Supply Terminal —Pt. Everglades, FL. In the event fuel is delivered from a Secondary Supply Terminal,additional charges apply. If delivered from Pt. of Tampa, FL to MKY or IMM an additional charge of$0.1215 per gallon including tolls will apply and if delivered from Cape Canaveral, FL to MKY or IMM an additional charge of$0.1505 per gallon including tolls will apply. Current applicable Federal and State taxes per gallon applied to the purchase of Jet-A fuel: Federal Excise Tax $0.24400 Superfund/Oil Spill Fee $0.00214 FL Special Fuel Tax $0.04270 FL Inland Protection $0.01904 FL Water Quality $0.00119 FL Coastal Protection $0.00048 Taxes and Fees are subject to change as amended by the applicable authority. Avgas IOOLL: Previous week average of PLAITS Gulf Coast Waterborne Premium Unleaded 93 Mean plus a fuel differential of $1.0809 per gallon plus the current full load truck (8,000 gal) transportation costs including tolls (MKY $0.0755 per gallon; IMM $0.0755 per gallon; X01 $0.0830 per gallon) when product is delivered from the Primary Supply Terminal —Pt. Everglades, FL. In the event fuel is delivered from a Secondary Supply Terminal,additional charges apply. If delivered from Pt. of Tampa, FL to MKY or IMM an additional charge of$0.1055 per gallon including tolls and to XO1 an additional charge of $0.1 125 per gallon including tolls will apply. In the event fuel is delivered from Panama City, FL to MKY or IMM an additional charge of$0.3045 per gallon including tolls and to X01 an additional charge of$0.3105 including tolls will apply. In the event an Avgas IOOLL delivery is split with a different airport location, a split load delivery charge of$50 applies per delivery location. Current applicable Federal and State taxes per gallon applied to the purchase of Avgas I OOLL fuel: Page 1of3 Fee Schedule Request for Proposal (RFP) # 22-7947 "Aviation Fuel Purchase and Delivery" Federal Excise Tax $0.19400 Superfund/Oil Spill Fee $0.00214 FL Special Fuel Tax $0.04270 FL Inland Protection $0.01904 FL Water Quality $0.00119 FL Coastal Protection $0.00048 Taxes and Fees are subject to change as amended by the applicable authority. Jet-A and Avgas 100LL: In the event product is not delivered from the Primary Supply Terminal additional charges may apply. Upon arrival at Customer's delivery address, the hauler allows sixty (60) minutes to complete the offloading of product into Customer's fuel storage facility. If offloading time exceeds sixty (60) minutes, then demurrage charges may apply at a rate of$100 per hour and is charged by the quarter hour. The PLATTS weekly average price will be calculated each Monday (or Tuesday when Monday is a holiday) for the previous week (Monday through Friday trading days only) and will be effective the following Tuesday through Monday period. This Price does not include taxes and any other applicable airport fees. In the event that there is a change in Avfuel's cost structure or index basis for the above product, Avfuel reserves the right to amend the above pricing. 2) Avfuel Credit Card, Charge Card and Contract Fuel Processing Rates: Avfuel ProCard, Contract Fuel & Cessna Contract Fuel Card: 0.0% Fuel; 0.0%Non-Fuel Avfuel Retail Card 0.0% Fuel; 0.0%Non-Fuel MasterCard & Visa Qualified 2.1% MasterCard & Visa Non-Qualified 2.5% Discover Card 2.6% American Express 2.7% MultiService/US Bank 2.7% Avcard 2.25% Government AIRCard 0.0% Contracted Items: 3.0% Non-Contracted Item Funds from card processing will be remitted to County on a daily basis (business days only, excluding holidays) as card batches are received and processed. Page 2 of 3 Fee Schedule Request for Proposal (RFP) # 22-7947 "Aviation Fuel Purchase and Delivery" 3) Purchasing Agent and Parts Discount Avfuel will act as a purchasing agent for the County as requested only with regards to purchasing aviation fuel related equipment, repairs and labor from a subcontractor which will be marked up 10%. The 10%mark-up must not be applied to sales tax or freight costs. County will receive a discount of 16% on aviation fueling parts and supplies purchased directly from Avfuel's Parts Department. Documentation will be provided to County as needed which will include at a minimum: quotation with verification of the list price for the item at the date of invoicing. 4) AVTRIP Points (OPTIONAL) Avfuel will pay for the cost of standard points for AVTRIP Points (standard points being $0.01 per point, 2 points per gallon)when awarded on fuel sales and will pay all points associated with a 90-day triple point promotion. Outside of the 90-day triple point promotion, the County will pay for points awarded more than standard points. The County's participation in points awarded more than standard is voluntary at a cost of$0.01 per point awarded. Page 3 of 3 Fee Schedule ChP Other Exhibit/Attachment Description: Aviation Fuel Supply Agreement ❑■ following this page (containing 7 pages) ❑ this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement 2022_Ver.1 ��1 FBO Aviation Fuel Supply Agreement 5. DELIVERY: EXHIBIT TO FIXED TERM SERVICE AGREEMENT#22-7947 5.1. Deliveries shall be made to the Airports listed in Exhibit A: Scope of Work. AVIATION FUEL SUPPLY AGREEMENT Avfuel or its authorized shipping agent("Shipping Agent")shall be provided access to Customer's storage facilities during normal business hours,or at such other times GENERAL TERMS AND CONDITIONS as may be approved by Customer's authorized representative, for the purpose of unloading the Products. Unless otherwise agreed in writing,the minimum delivery of Jet A or Avgas fuel will be a full standard transport tanker load as determined by 1. PURCHASE AND SALE: Subject to the terms and conditions contained herein, the maximum allowable Gross Vehicle Weight between the supply point and the throughout the entire term of this Agreement,Avfuel agrees to sell and deliver,and delivery address. Avfuel reserves the right to impose a surcharge for deliveries of Customer agrees to purchase from Avfuel and pay for, the Customer's entire less than a full tanker load. requirements for all aviation fuel products(the"Products"). 5.2. Delivery shall be into tanks designated by Customer. Such designation shall be 2. TERM: THIS SECTION IS DELETED. construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be 3. PRICE AND PAYMENT: responsible for all unloading operations including the placement of hoses into the proper storage tanks. Customer shall specifically designate and gauge the available 3.1. The price per gallon for Products delivered to Customer shall be as established capacity of the tanks into which the Product shall be unloaded, and shall bear all in Exhibit B:Fee Schedule based on the date and time that Avfuel loads the Products responsibility of spillage or contamination of the Product after it leaves the end of into delivery trucks. Prices shall be F.O.B.the Customer's facilities at the Airports any properly operating hose provided by Avfuel or its Shipping Agent. Access to (each a"Delivery Address")and shall be inclusive of all taxes,fees,surcharges and Customer's tanks shall be furnished in such a manner that Avfuel or its Shipping other charges. Agent can safely and conveniently reach Customer's storage facility with the hoses available, and Avfuel or its Shipping Agent may refuse to complete any delivery 3.2. Unless otherwise agreed in writing or otherwise required by the state law where which Avfuel or the Shipping Agent determines, in its sole discretion,cannot be the Product is delivered,the standard unit of measurement of quantities of Products made safely. purchased and delivered shall be the Net Gallon. The term"Net Gallon"shall mean the volumetric measurement, in U.S. gallons, of a Product actually loaded and 5.3. Customer shall be responsible for all demurrage charges assessed by the measured at the point of shipment,adjusted to the number of U.S.gallons that would Shipping Agent for additional time spent at the Delivery Address(es)_ or any have been loaded at a temperature of sixty degrees Fahrenheit (60°F). The Alternative Location as set forth in Exhibit B,Fee Schedule. conversion ratio shall be from the current American Society for Testing and Materials("ASTM")IP Petroleum Measurement Tables. 5.4. Any claim by Customer of any discrepancy in the quantity of the Product delivered shall be effective only if Avfuel is immediately notified,while Shipping 3.3. Customer agrees to pay in 15 days from the date of invoice for all Products Agent is still present. GIVEN THE NATURE OF THE PRODUCTS,TIME IS purchased hereunder in accordance with the Florida Local Government Prompt OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM Payment Act,Chapter 218,Florida Statutes. SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN 4. TAXES AND OTHER CHARGES: THE SPECIFIED PERIOD. 4.1. Customer shall pay all taxes,assessments,fees and other charges(the"Taxes") 6. FORCE MAJEURE: Except as provided below, neither Party shall be which are imposed by any federal,state or local governmental agency or by any responsible for any failure to comply with the terms of this Agreement due to causes airport authority (collectively,the"Taxing Authorities")based upon the delivery, beyond its reasonable control for the period the effects of such causes continue. sale,importation,inspection,storage or use of the Products purchased by Customer, These causes shall include but shall not be restricted to: fire, storm, flood, excepting Taxes which are imposed upon Avfuel based upon its net income or earthquake,explosion,accident,acts of any local,state or federal authority or agency of exemption applies. or of a public enemy, war, rebellion, terrorism, insurrection, sabotage, epidemic, revenues,or where the Customer's state sales tax certificate quarantine restrictions, labor disputes,transportation embargoes or delays,acts of 4.2. If the Taxing Authorities collect the Taxes directly from Customer, then God and unavailability of the Product. For purposes of this Agreement,the term Customer shall pay all such Taxes on or before their due dates. If the Taxing "unavailable"shall mean that Avfuel,for any reason whatsoever,including but not Authorities require that Avfuel collect the Taxes from Customer at the time of sale, limited to government action, reduced or allocated fuel supplies, lack of Avfuel will use its best efforts to include all such Taxes in its invoices to Customer transportation or the like, is unable to procure and deliver a specific Product on a and Customer shall pay all such invoices on or before their due dates. (In its invoices, commercially reasonable basis within two(2)days of the specific time requested by Avfuel will identify those Taxes as separate items.) If Customer is entitled to an Customer. In that event,and only to the extent of such unavailability,the Parties exemption from any Taxes which the Taxing Authorities require to be collected by hereto shall be relieved of their obligations under the applicable provisions of this Avfuel,then,in order to permit Avfuel not to collect those Taxes,Customer shall Agreement. If and as applicable,Avfuel will comply with any governmental statute obtain and provide to Avfuel current and valid exemption certificates relating to or regulation mandating the allocation of available supplies of Products. The provisions of this Section shall not apply to the failure of a Party to pay any monetary those Taxes. If,subsequent to the issuance of any invoice,the Taxing Authorities or Avfuel advise Customer of additional Taxes payable with respect to the Products amounts when due under this Agreement. covered by that invoice,then Customer shall promptly pay such additional Taxes. 7. LIMITED WARRANTY: 4.3. CUSTOMER ACKNOWLEDGES THAT IT REMAINS 7.1. Avfuel warrants that all Products delivered pursuant to this Agreement will,at SOLELY RESPONSIBLE FOR ALL SUCH TAXES,AND WILL the time of delivery,conform to the then latest revision of following specifications: INDEMNIFY AVFUEL AGAINST ANY LIABILITY FOR SUCH Aviation Gasoline will conform to the ASTM Specification D910;and Jet Fuel will . TAXES EVEN IF AVFUEL FAILS FOR ANY REASON TO conform to the ASTM Specification D1655 and Alternative Products will conform INCLUDE ANY SUCH TAXES IN ITS INVOICES TO to the then current applicable specifications. Avfuel retains the right to revise the CUSTOMER. HOWEVER, AVFUEL WILL INDEMNIFY applicable specifications upon written Notice to Customer. CUSTOMER AGAINST ANY LATE CHARGES, PENALTIES 7.2. THE LIMITED WARRANTY STATED ABOVE IS THE ONLY OR OTHER CHARGES THAT CUSTOMER INCURS IF WARRANTY GIVEN BY AVFUEL REGARDING THE PRODUCTS. AVFUEL'S FAILURE TO INCLUDE ANY TAXES IN ITS AVFUEL DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR INVOICE IS DUE TO GROSS NEGLIGENCE OR WILLFUL IMPLIED, INCLUDING,WITHOUT LIMITATION, ANY WARRANTIES MISCONDUCT. OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 4.4. Customer's obligation to indemnify Avfuel shall extend to any Taxes which are 7.3. Customer shall sample and test each shipment of Product prior to delivery using assessable against Customer as a result of any subsequent change or reinterpretation industry standard test procedures. If Customer determines or suspects non- of the laws relating to those Taxes or any exemptions from those Taxes and to any Taxes for which an exemption had been claimed but which are subsequently assessed conformity then Avfuel must be immediately notified,while the Shipping Agent is by Taxing Authorities based upon its rejection of the claimed exemption for the still present,and the delivery shall not be completed until either Customer accepts Products or Customer. the Product,acknowledging conformity or Avfuel replaces the Product. Customer will permit Avfuel access to Customer's premises and records during normal Rev 09/10/19 Customer's Initials Page 1 of 7 CAO FBO Aviation Fuel Supply Agreement business hours and upon four(4)hours'telephonic or written Notice to Customer for damage resulting from defects in any aviation gasoline and jet fuel that is supplied purposes of investigating any claim of non-conformity. If it is determined that the by Avfuel to the Branded Dealer and resold by the Branded Dealer to end users. Product is non-conforming,Avfuel's sole obligation shall be either(1)replacement of the non-conforming Product with conforming Product,or(2)removal of the non- To participate in this Program and secure this excess coverage,the Branded Dealer conforming Product and cancellation of the invoice for that Product or refund of the must complete and submit to Avfuel the required Application and provide to Avfuel amount paid for that Product,as determined by Avfuel. Avfuel will be reasonably a Certificate of Insurance confirming its primary insurance coverage and naming prompt in its actions hereunder. TIME IS OF THE ESSENCE AND ANY Avfuel as an additional insured. A Branded Dealer becomes an additional insured FAILURE TO FOLLOW THE ABOVE PROCEDURE SHALL VOID THE under Avfuel's Aviation Products Excess Liability insurance coverage on the date LIMITED WARRANTY. that Avfuel delivers Notice to the Branded Dealer that its Application and Certificate of Insurance have been approved by Avfuel and the excess coverage will be 8. COMPLIANCE WITH LAWS.THIS SECTION IS DELETED. applicable to occurrences following that date. 9. INDEPENDENT STATUS.THIS SECTION IS DELETED. Avfuel reserves the right to discontinue this Program or to require the Customer to pay a charge for participation in this Program. But in that event,Avfuel will deliver Notice to the Branded Dealer at least thirty(30)days prior to the effective date of 10. RECIPROCAL INDEMNIFICATION: THIS SECTION IS that discontinuance or cost change so that the Branded Dealer has the ability if it DELETED. chooses to make alternative arrangements. 11. BREACH AND TERMINATION: 13. CUSTOMER CREDIT: 11.1. Failure of a Party to comply with the provisions of this Agreement shall IN THE EVENT THAT AVFUEL CHOOSES TO DELIVER GOODS OR constitute a breach of the Agreement by the non-complying Party. Except as SERVICES THAT HAVE NOT BEEN PAID FOR IN FULL BY WIRE otherwise permitted under this Agreement,the non-breaching Party shall provide TRANSFER PRIOR TO THE TIME OF THAT DELIVERY, AVFUEL Notice of that breach to the other speeding the alleged breach and the period within SHALL BE CONSTRUED AS HAVING EXTENDED CREDIT TO which the breach must be cured which,except as provided in Section 11.2,shall be CUSTOMER AND THE TERMS AND CONDITIONS IN THIS SECTION at least ten (10) business days, or as otherwise set forth in Fixed Term Service SHALL APPLY. Agreement# 22-7947 ("Agreement#22-7947". The Party receiving such Notice shall respond thereto in writing within three(3)business days. If the breach is not 13.1. Credit terms may not be used during any period in which the Customer is in cured or the dispute resolved in accordance with Agreement#22-7947's Dispute breach of its obligations under this Agreement. In addition to the provisions of Section Resolution procedures,the Party claiming breach,by further written Notice,at its 11 of the General Terms and Conditions,for the specific purposes of this Customer election,may affirm this Agreement and initiate appropriate legal actions to require Credit Program, the Customer will be in breach if(a) any amount charged to the the other Party to remedy that breach or may immediately terminate this Agreement. Customer's account is not paid in accordance with the agreed upon payment terms;(b) In either instance, the Party claiming the breach may by appropriate legal if and for so long as the Customer is in breach of any of its obligations under any proceedings seek and secure recovery of any damages resulting from that breach. Agreement with Avfuel or any of its subsidiaries;or(c)if Avfuel determines that there is any misrepresentation or breach of a warranty by the Customer under or with respect 11.2. The provisions of Section 11.1 to the contrary notwithstanding,if the breach to any Agreement with Avfuel. The credit is limited to$250,000.00 for this Agreement. is of the Customer's obligation to make a payment to Avfuel when due,then Avfuel No purchase may be made which would cause the total amount owed under this may declare all amounts owed to it under this Agreement immediately due and Agreement to exceed that credit limit. payable, and Avfuel, in addition to all other rights hereunder, may suspend its performance or terminate this Agreement forthwith and without giving Customer 13.2. Upon termination of this Agreement,Customer shall have no right to credit terms Notice or the opportunity to cure. for new purchases,but all obligations incurred prior to the termination,as well as all remedies provided for default or breach, shall survive. If Avfuel, intentionally or 11.3. The waiver of any breach shall not constitute a waiver of any subsequent unintentionally,permits any purchases on credit after termination,then the terms of this breach of the same or any other term or condition. Any failure of either Party to Agreement shall pertain to those charges. enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent 13.3. Subject to the approval by Avfuel at its offices in Michigan,all purchases by breach by the other Party. Customer for which Avfuel does not receive payment at or prior to the time of delivery to Customer shall be charged as principal to Customer's account. Avfuel 12. INSURANCE: may require Customer or Customer's authorized representative, as a condition of delivery or at any time thereafter,to give receipt for all deliveries in writing and to 12.1. Customer shall secure and at its cost shall thereafter maintain in effect during sign sales slips and other documents in Avfuel's opinion necessary to record or the term of this Agreement the following insurance and furnish Avfuel a Certificate substantiate any or all transactions resulting in a charge to Customer's account. of Insurance evidencing: (1)aviation general liability insurance,including products and completed operations liability, with limits not less than one million dollars 13.4. Avfuel shall invoice Customer for all Products delivered to Customer or to ($1,000,000.00)combined single limit for bodily injury and property damage;and Customer's designees. Invoices shall include the selling price of the Products (2) automobile liability insurance with limits not less than one million dollars delivered,taxes,duties,and any other charges as separate line items. Each invoice ($1,000,000.00)combined single limit for bodily injury and property damage;(3) will be payable in full on or before that due date specified in that invoice. workers compensation covering all employees of Customer and(4)physical damage coverage covering the value of any leased Equipment. Insurance policies shall be 13.5. Unless otherwise determined by Avfuel in its discretion,all payments received issued by insurance companies acceptable to Avfuel(whose acceptance may not be will be applied by Avfuel(subject to collection of remittance if other than cash)first unreasonably withheld), shall name Avfuel,or its subsidiary, as applicable,as an to the unpaid principal balance owed upon such account in direct calendar order of additional insured and/or loss payee,and shall provide for at least thirty(30)days' due date. written Notice to Avfuel prior to cancellation or modification.Prior to the Effective Date stated in the Summary,and from time to time thereafter as requested by Avfuel, 13.6. Customer agrees to pay to Avfuel upon demand a fee of$50.00 for each check, Customer shall furnish Avfuel a Certificate of Insurance evidencing compliance with draft or other form of remittance that is not honored by the drawee upon due this Section. presentment by Avfuel or its agents. 12.2.THIS SECTION IS DELETED. 13.7. From time to time,Avfuel may send Customer a statement of Customer's account for Customer's information showing in summary,or in such detail as Avfuel may deem 12.3. Avfuel currently offers to qualifying customers that participate in Avfuel's appropriate,current transactions Avfuel posted to Customer's account to date thereof,the Brand Program ("Branded Dealers") the opportunity to participate in Avfuel's amount of interest(if any)which has accrued,and the balance owing thereon;however, Excess Aviation Liability Insurance Program. To qualify,a Branded Dealer must the failure of Avfuel to furnish any such statement shall not relieve Customer of the maintain as its primary insurance coverage an Airport Liability Policy with premises, obligation to make payment against invoices when due in accordance with the other products and completed operations coverage of$1,000,000(combined single limit) terms of this Agreement. Customer agrees to review all statements promptly after issued by an insurer acceptable to Avfuel. This Program currently allows qualifying receipt,and shall have fifteen(15)days from date of receipt to notify Avfuel in writing Branded Dealers,at no charge,to be designated as additional insured parties under of any discrepancies. If no such Notice is given,such statement shall be conclusively an Excess Aviation Liability Insurance Policy secured by Avfuel, with excess presumed correct. coverage in the amount of$50,000,000 against claims for bodily injury or property Rev 09/10/19 Customer's Initials Page 2 of 7 FBO Aviation Fuel Supply Agreement 13.8. In the event that any invoice is not paid in full by the due date the unpaid emergency processing only and are not accepted under most circumstances. Higher amount of the invoice shall bear interest in accordance with Chapter 218, Florida discount rates apply for manual Card Transactions and electronic Card Transactions Statutes. Notwithstanding anything in this Agreement to the contrary, Customer not settled and received daily by 11 pm Central Time. shall never be obligated to pay and Avfuel shall never be entitled to receive any interest upon any indebtedness incurred by Customer pursuant hereto in excess of 14.3. Upon receipt from the Customer of a properly prepared and processed the maximum contract rate of interest authorized by applicable law for business Vouchers,Avfuel shall,on its normal schedule, remit to Customer or,as Avfuel may purposes,and it is expressly understood and agreed that if Avfuel shall render any elect,credit Customer's fuel purchase account with Avfuel,in an amount equal to the charge for the payment of usurious interest,such charge shall be automatically and total face amount of all such Vouchers less such discounts as applicable according unconditionally reduced to the maximum non-usurious amount, and the excess, if to Avfuel's then current Accounts Receivable Discounts Schedule("ARDS")issued paid,shall be applied as credit to Customer's account. If such application results in to Customer by Avfuel and subject to adjustments and chargebacks as provided in a credit balance in Customer's said account, such balance shall be refunded to Section 14.7 below and less any fees for AVTRIP point awards. In addition to any Customer or applied to the next due amount in such account as Customer shall direct. lien rights which Avfuel might otherwise possess as a result of services provided to the Cardholder,upon Customer's receipt of the payment or credit from Avfuel for 13.9. If,at any time during the term of this Agreement,the financial responsibility the Vouchers generated from the Customer's sales to that Cardholder,the Customer of Customer becomes impaired or unsatisfactory to Avfuel,in the sole judgment of automatically and irrevocably transfers to Avfuel any lien rights that Customer has Avfuel, Avfuel, effective immediately upon delivery of Notice to Customer, may or may have with respect to any property owned by the Cardholder arising from the require the advance cash payment or other security satisfactory to Avfuel for any Card Transaction(s) for which those Vouchers were issued. Avfuel's ARDS is shipment of fuel and shipment may be withheld until such payment or security is subject to change upon five(5)days prior written Notice. received. 14.4. Customer acknowledges merchant processing instructions and rules and 13.10. For the purpose of securing a payment of all indebtedness of Customer to Avfuel regulations established by the issuers of the Accepted Cards(the"Issuers") in the from time to time outstanding(including,without limitation,any amounts due under Issuers' websites that are included in or referenced in Avfuel's website at this Agreement or any other agreement or instrument between Avfuel and the Avfuel.com and agrees to abide by these instructions, rules and regulations, as Customer) grants to Avfuel a purchase money security interest in and to all of updated from time to time by the Issuers. Furthermore,Customer agrees to comply Customer's inventory of the Products purchased from Avfuel. Customer warrants that with all Data Security Standards and Data Security Policies of the Issuers (the the purchase money security interest granted herein is and shall remain superior to any "PCl/DSOP Requirements")and certifies to Avfuel that it is and will continue to be other security interests granted by Customer to any other entity. For so long as this compliant with those PCl/DSOP Requirements. To the extent limited by law as a Agreement is in effect,all of Customer's inventory of aviation fuels will be presumed sovereign entity,Customer shall defend, indemnify and hold harmless Avfuel and to be Products purchased pursuant to the Agreement and subject to the purchase money its credit card processor from any claims based on Customer's non-compliance with security interest granted by this Agreement. Customer hereby authorizes Avfuel to sign Customer's commitments in this Section including but not limited to penalties,fines, and record all financing statements and other instruments which Avfuel may reasonably and any costs incurred in responding to any action alleging such non-compliance. require in order to create,perfect and continue in force said security interest and first Customer understands that failure to be fully compliant with the PCl/DSOP priority lien.Customer authorizes Avfuel to file a true copy of this Agreement in lieu Requirements may result in loss of right to process Card Transaction under the of any financial statement. The rights and obligations of Avfuel and the Customer Payment Acceptance Program. under and with respect to the security interest and first priority lien created by this Section shall be interpreted in accordance with the Uniform Commercial Code in effect 14.5. Customer acknowledges receipt of, and agrees to observe, Avfuel's current in the state of the Billing Address of the Customer as stated in the Summary. instructions for recording and processing Card Transactions that are included in Avfuel's website at Avfuel.com. Avfuel reserves the right to amend any and all instructions in its website and to add new instructions to its website from time to 14.CREDIT,CHARGE CARD,AND PAYMENT ACCEPTANCE: time,and Customer agrees to be bound by all such amendments and new instructions. Avfuel also reserves the right to issue new or revised forms,POS Machines,software 14.1. Customer is participating in Avfuel's Credit, Charge Card, and Payment and imprinters from time to time,and to issue instructions regarding their use to be Acceptance Program (the "Payment Acceptance Program") Accordingly, unless effective upon five(5)days prior written Notice. otherwise agreed in writing,Customer must use Avfuel's platform and gateway for all its payment processing needs and Customer shall honor any valid credit or charge 14.6. Customer shall be solely liable and responsible for charging and subsequent card or other non-card based payment modality listed as accepted in the most current remittance of all taxes to the proper authorities for all Card Transaction regardless of Acceptable Card and Payment List("ACL")issued by Avfuel and published from whether charged to purchaser. Avfuel does not assume any responsibility for the time to time on its website at Avfuel.com(the"Accepted Cards")for the purchase setup, tax rate, reporting or payment of any tax applicable to sales or other by the party to which that card/payment method is issued (the "Cardholder") of transactions resulting in credit card accounts receivable and Customer shall defend, products and services if the purchase has been specifically approved by Avfuel. To indemnify and hold harmless Avfuel from any such claims. CUSTOMER IS the extent that a non-card payment modality is not listed among the Approved Cards SOLELY RESPONSIBLE FOR KNOWING THE TAXES THAT MUST BE on the ACL,Customer shall be allowed to process such payment outside of Avfuel's CHARGED FOR EACH CARD TRANSACTION AND FOR PROPER SETUP gateway until such payment modality is included among the Approved Cards on the FOR TAXES IN ANY ELECTRONIC SYSTEM AND THE MAINTENANCE OF ACL. THAT ELECTRONIC SYSTEM. 14.2. Customer shall prepare a voucher for each transaction(a"Card Transaction") 14.7. Without limiting the generality of other provisions of this Agreement or in with an Accepted Card (a"Voucher") and shall promptly submit that Voucher to Avfuel's website at Avfuel.com pertaining to charge backs, it is specifically Avfuel. The term "Voucher" means an electronically prepared credit card slip or understood and agreed that Avfuel may decline to accept or, if accepted, may other written record of a credit sale in form acceptable to Avfuel that has been fully subsequently charge back to Customer any Voucher: completed by Customer and for which Customer is retaining a copy signed a person authorized to use that Accepted Card(an"Authorized User"). Each Voucher must 14.7.1. Where any of the required information is omitted or illegible; be submitted electronically by means of an approved point of sale machine or point of sale software system (a "POS Device") in accordance with the instructions 14.7.2. That is imprinted or processed with an expired credit card; contained in the then current edition of Avfuel's Manual that can be viewed or downloaded at Avfuel's website at Avfuel.com or according to the approved point 14.7.3. Covering a purchase not authorized by the Cardholder or involving fraud or of sale software vendors instructions. In all Card Transactions, the Customer is any misuse of a credit card by the purchaser with or without Customer's knowledge; responsible for making sure that the card presented is an Accepted Card and is not expired and that the person signing the Voucher is an Authorized User. In Card 14.7.4. Covering a transaction that has not been authorized by Avfuel or does not Transactions where the Voucher is first prepared manually, the Customer is also carry a valid authorization code; responsible to make sure that the Voucher is complete and legible.If imprinted and hand written amounts on a Voucher do not agree the lesser amount shall be presumed 14.7.5. Covering a transaction or series of related transactions(constituting in the to be correct. The Customer shall make a manual imprint of all cards electronically reasonable opinion of Avfuel a single sale transaction)the aggregate face amount of processed but requiring that the card number be entered manually,in order to prove that exceeds any of the single sale limitations to which the parties hereto may agree; that the card was present at the time of sale. "Promptly"means batches of Vouchers should be submitted(settled)at least once per day and by 11:00 PM Central Time 14.7.6. That becomes the subject of a dispute between Customer and Cardholder, but in no case any less frequently than once every 72 hours. Customer must keep including but not limited to cases where the Customer did not conspicuously post at copies of signed Vouchers and summaries for a period of seven(7)years and supply its facility and print on a work order signed by the Cardholder the Customer's return Avfuel with duplicates if requested. Manual Card Transactions are for pre-arranged policy for goods and services. Rev 09/10/19 Customer's Initials Page3of7 FRO Aviation Fuel Supply Agreement 17.3. Avfuel reserves the unilateral right to amend, suspend, or terminate any 14.7.7. Where the Authorized User has not received a copy of the Voucher; Program at any time effective upon written Notice to the Customer. Termination of Customer's participation in any one Program shall not be construed as terminating 14.7.8. For which Customer has received or will receive any payment or the Agreement or Customer's participation in another Program. reimbursement from any person other than Avfuel; 18. EXCLUSIVE JURISDICTION:THIS SECTION IS DELETED. 14.7.9. Where Customer has granted any right of ownership or security interest to any person other than Avfuel unless the invoice is accompanied by a written waiver 19. EXCLUSIVE GOVERNING LAW: THIS SECTION IS DELETED. of such interest; 20. SEVERABILITY: In the event that any court of competent jurisdiction shall 14.7.10. Presented by Customer to Avfuel more than ten (10) days after the determine that any provision of this Agreement shall be unenforceable, then that transaction date; provision shall be deemed to be null and void and the remaining provisions hereof shall remain in full force and effect. 14.7.11. If the Card Transaction occurred or was settled after the date of expiration or termination of this Agreement; 21. ENTIRE AGREEMENT/AMENDMENTS: This Agreement,including all of its parts,sets forth the entire agreement between Avfuel and Customer with respect 14.7.12. Created by any person other than Customer,or in any transaction other than to the subject matter hereof and there are no other terms or conditions,oral or written, a Card Transaction in which Customer has sold merchandise or services to a express or implied,relating to or otherwise affecting such subject matter. No term purchaser presenting an Accepted Card for use in payment for that Card Transaction; or condition of this Agreement shall be changed,supplemented,cancelled or waived unless in writing and signed by both Avfuel and Customer. Avfuel reserves the right 14.7.13. That are charged back to Avfuel or rejected for processing by an Issuer or at any time and from time to time to amend these General Terms and Conditions and processor for any reason at all;or the Programs. 14.7.14. That in any other manner does not conform to this Agreement or with Avfuel's or Issuer's instructions for recording and processing Card Transactions in its website at Avfuel.com. BRAND PROGRAM: 14.7.15 Where Customer has processed a post authorization transaction with no authorization,a fake authorization or an authorization received from anyone other 1. Customer has been invited and has elected to participate in Avfuel's Brand than the company issuing the card Program. Accordingly, Avfuel hereby licenses Customer as a dealer ("Branded Dealer")to use Avfuel's Brand Names and Trademarks subject to the provisions set 14.8. In the event that a charge back exceeds the credit balance in Customer's fuel forth herein. All trade names, trademarks, service marks, logos and other purchase account then carried by Avfuel,Customer agrees to pay such excess within commercial symbols that Avfuel either owns or has the right to sub-license (the three(3)days after notice that such excess is due. Upon reimbursement,title to the "Intellectual Property")shall be and remain the property of Avfuel. Further all signs, Voucher(s)that include such excess and the indebtedness represented thereby(to the decals,graphic materials and other tangible property supplied by Avfuel which bear extent of such excess) shall pass to Customer. If any funds come into Avfuel's or are imprinted with any of the Intellectual Property or are used to imprint or display possession for any voucher that has previously been charged back to Customer, the same(the"Branded Property")and all replacements thereof shall be and remain Avfuel will promptly credit the full amount thereof to Customer's account. Avfuel's the property of Avfuel. Any use of the Intellectual Property or the Branded Property charge back rights and rights of recourse against Customer shall survive the by the Customer otherwise than as expressly authorized by this Agreement is hereby termination of this Agreement. expressly prohibited. Upon termination of Customer's participation in the Brand Program Customer shall, at its expense, de-install and return to Avfuel all 14.9. Cash advances may not be charged on any Accepted Card and charges for fuel salvageable signage and return or destroy all other items that identify Customer as a in Vouchers shall only include charges for fuels from stocks delivered by and branded Avfuel dealer. purchased from Avfuel. 2. Avfuel agrees to supply to Customer,for Customer's use and possession during 14.10. From time to time,Avfuel will send Customer a Credit Card Remittance the term of this Agreement such signs,decals,and other graphic materials as Avfuel Summary for Customer's information showing in such detail as Avfuel may deem deems necessary in order to identify Customer as an Avfuel Branded Dealer. Unless appropriate the Card Transactions and amounts that have been credited to Customer's otherwise agreed in writing,Avfuel will bear all costs of such materials. account or paid to Customer during the period since the last report. The failure of Avfuel to furnish a Summary shall not relieve Customer of any obligations under the 3. Customer shall be responsible for obtaining all necessary permits and for Payment Acceptance Program. Customer agrees to review all such Summaries installation of all Branded Property including(without limitation),and shall make promptly after receipt. In any event,Customer shall be solely responsible for making sure that all installations shall comply with all brand specifications and with all sure that it has received proper payment for each Card Transaction submitted. applicable state and local codes,ordinances and governmental regulations(if any). Customer shall have forty-five(45)days from the date of a Card Transaction to provide No signage shall be installed so as to become a fixture upon real property. The use Avfuel Notice that the Card Transaction has not been properly accounted for or that of color schemes and Intellectual Property painted on facilities and equipment owned payment has not been received. If no such Notice is given,such Card Transaction shall by Customer or others and used in the conduct of Customer's business,shall comply be conclusively presumed to have been settled and closed. with particular and displayed specifications. Customer shall be responsible for maintenance and upkeep of Branded Property and Paint-ons,and agrees to keep and 15. ASSIGNMENT: THIS SECTION IS DELETED. maintain the same at all times in a good, clean, safe, operative and first-class condition,neatly painted and displayed. If any of such installation or maintenance 16. NOTICES: THIS SECTION IS DELETED. is performed by Avfuel,Customer agrees to remit upon demand all costs thereof, including(without limitation)all expenditures for labor,materials and the like. If 17. PROGRAM PARTICIPATION: any Branded Property is damaged, lost or destroyed while in Customer's use, possession or control,or if Customer shall deliver any of such property to anyone 17.1. The provisions of these General Terms and Conditions will apply to the not herein expressly authorized to use or possess it, Customer agrees to repair, BRAND PROGRAM, AVTRIP PROGRAM, AVSURANCE PRIMARY recover or replace such property forthwith,at Customer's expense. COMMERCIAL INSURANCE PROGRAM,CONTRACT FUEL PROGRAM,and EQUIPMENT LEASE PROGRAM that are described in the subparts below(each a 4. Customer shall keep all Branded Property insured at all times against loss,theft, "Program")except to the extent these provisions are inconsistent with the provisions fire or physical damage,up to the full replacement cost thereof,designating Avfuel in the subpart describing that Program. as the loss payee. The Customer shall pay when due all personal property taxes and assessments assessed against the Branded Property,if applicable,and shall neither 17.2. If the Customer participates in any Program,whether by formally electing to suffer nor permit any lien or encumbrance or any attachment against any of such participate in that Program by selection in the Summary or by informally electing to Branded Property. participate in that Program by taking part in the benefits of that Program, the Customer will be bound by and subject to the provisions in the subpart relating to 5. Customer agrees that it will not use or display any Branded Property or that Program, as supplemented by the provisions of these General Terms and Intellectual Property: (a) in a manner which causes or is calculated to cause Conditions. confusion among patrons of Customer or the general public as to the type, characteristics, quality, manufacture or sponsorship of any fuel or other product Rev 09/10/19 Customer's Initials Page 4 of 7 `, FBO Aviation Fuel Supply Agreement which Customer offers for sale;(b)for the purpose of selling or promoting the sale of aviation fuel other than fuels supplied by Avfuel;or(c)for the purpose of selling CONTRACT FUEL DEALER PROGRAM: or offering for sale any product which has been diluted or adulterated, whether intentionally or not. Customer further agrees that it will at all times maintain its facilities and conduct its operations in compliance with those standards and 1. Customer has been invited and has elected to participate in Avfuel's Contract procedures established from time to time by Avfuel and applicable to aviation fixed Fuel Dealer Program(the"CFD Program"). Accordingly,Customer agrees to sell base operators displaying any of the Intellectual Property. Such standards and and deliver to clients who participate in Avfuel's Contract Fuel Program(the"CFCs" procedures may include(without limitation)image quality standards for the brand or a CFC"as the context may require)aviation fuel supplied by Avfuel and other displayed,quality control and refueling procedures for products bearing such brand, products and services supplied by the Customer. A CFC is a person or entity that and standards for services offered and facilities utilized by Customer in conjunction has executed a Contract Fuel User's Agreement with Avfuel or that is specifically with such products. Avfuel may,but shall be under no obligation to conduct periodic authorized in writing,in accordance with authorization procedures established from tests and inspections as it may deem appropriate to evaluate compliance with this time to time by Avfuel,and is included in a listing of purchasers eligible to purchase Agreement. Copies of all test and inspection reports shall be given to Customer. It aviation fuel and other products and services under the CFD Program.The Customer is expressly understood that the purpose of any such tests or inspections is to assist will secure authorization from Avfuel before completing a sale to a CFC and the Customer in complying with the standards set for a Branded Dealer. By performing failure to obtain such authorization may result in Avfuel's dishonor of the invoice such tests or inspections Avfuel assumes no responsibility for Customer's failure to for that sale. comply with the Standards or for safety hazards, latent or patent, created or maintained by Customer. If Avfuel determines,in its sole discretion,that Customer 2. Subject to agreement between Customer and Avfuel,Products supplied hereunder is or has violated this provision,then Avfuel may suspend or terminate Customer's shall be supplied from either Avfuel inventory on site or from Customer inventory. right to use Avfuel's Brands and or Trademarks. If,as a convenience to Customer,Avfuel maintains inventory at Customer's facility then Customer agrees to the following:(a)if Avfuel's inventory is held separately in a segregated storage facility,Customer will withdraw fuel from that facility only to AVTRIP PROGRAM: supply authorized CFCs and (b) if Avfuel's inventory is comingled with the inventory of the Customer (and, if applicable, third parties) in unsegregated facilities,Customer will not use or permit others to use Avfuel's inventory to supply 1. Customer has been invited and has elected to participate in Avfuel's AVTRIP parties other than authorized CFCs and to that end Customer shall not at any time Program a marketing incentive program intended to reward pilots who choose to make or permit withdrawals from that facility that would reduce the fuel in such purchase fuel and services from participating Avfuel dealers. facilities below the level of Avfuel's inventory(and,if applicable,the inventories of third parties). Customer shall measure Avfuel's inventory and reconcile that 2. Customer will: inventory on an ongoing basis. Reconciliation reports, in a form satisfactory to Avfuel,shall be delivered to Avfuel no later than the 5th day following the end of 2.1.Use its best efforts to enroll pilots in the AVTRIP Program; each month. If Avfuel's inventory is commingled in an unsegregated storage facility,gains and losses shall be allocated proportionally to the parties sharing the 2.2.Award all participating pilots two AVTRIP Points for each U.S.gallon of fuel storage facility based on receipts of fuel during the month and losses shall be limited purchased from Customer and,at Customer's discretion,a minimum of one point for to no more than'/.%of total receipts for per annum. Book inventory shall be adjusted each U.S.dollar,or part thereof,spent by a participating pilot for parts and services to coincide with actual inventory each month. Unless the Products are contaminated at Customer's facilities; by an act or omission of Dealer,Avfuel will be liable if the Products do not conform to specifications. If the Products are supplied from the Customer's inventory,the 2.3. Pay to Avfuel,by deduction from amounts due to Customer or in cash if no Customer will be liable if the Products do not conform to specifications. Customer amounts are due Customer, $.01 for each AVTRIP point awarded over standard shall maintain Avfuel's inventory level in accordance with Avfuel's guidelines and points which is 2 points per gallon (Avfuel pays cost of first 2 points on fuel shall specify when ordering fuel whether that fuel is for Customer's or Avfuel's purchases when points are awarded.) inventory(which is subject to approval by Avfuel). 2.4.Maintain complete records of all points earned by participating pilots; 3. Under the CFD Program,all aviation fuel delivered by the Customer to a CFC will be deemed sold by Avfuel and will be at the prices and terms independently 2.5.Train its personnel in the operation of the AVTRIP Program,and prominently established between Avfuel and the CFC If Avfuel maintains an inventory of post written materials relating to AVTRIP in and around its facilities in order to aviation fuel at the Customer's facilities,then aviation fuel supplied by the Customer encourage pilot participation in the program;and to CFCs will be drawn from Avfuel's inventory. If Avfuel does not maintain an inventory of aviation fuel at the Customer's facilities,then aviation fuel supplied to 2.6.Promptly send all enrollments to Avfuel so that the enrollee can be added to the a CFC is drawn from the Customer's inventory and Avfuel will account for that list of AVTRIP participants. Not less frequently than every two weeks,Customer aviation fuel by issuing a credit to the Customer equal to the Customer's cost for that will send Avfuel copies of all records pertaining to points earned by pilots that have aviation fuel,including applicable taxes,based upon the Customer's cost for the last not been previously reported via POS transmission,and remit to Avfuel all sums due load of aviation fuel purchased from Avfuel prior to the date of supply to the CFC. hereunder. 4. The charges for all aviation fuel supplied to the CFC will be payable solely to 3. Avfuel will: Avfuel. Avfuel will be responsible for collecting and remitting any taxes imposed thereon by any local,state or federal taxing authority. Avfuel will invoice and collect 3.1.Act as the administrator of the AVTRIP Program;and those charges and taxes from the CFC. Avfuel, as the seller of all aviation fuel supplied to the CFC,will be the holder of and have the sole right to exercise all lien 3.2.Include the AVTRIP Program in its local,national and international marketing rights under applicable law on the aircraft into which that aviation fuel is supplied. and advertising efforts as it deems appropriate to encourage pilot participation in the In addition to any lien rights which Avfuel might possess as a result of services AVTRIP Program. provided to a CFC, upon Customer's receipt of the credit from Avfuel for the vouchers generated from the Customer's deliveries of fuel to that CFC,the Customer 4. The price charged to any pilot for fuel,parts or service shall not be based on automatically and irrevocably transfers to Avfuel any lien rights that Customer has whether a pilot participates in the AVTRIP Program. or may have with respect to any equipment or other property owned by the CFC arising from such deliveries of fuel. 5. Avfuel reserves the unilateral right to amend,suspend,or terminate the AVTRIP Program at any time effective upon written notice to the Customer. Avfuel also 5. In all sales of aviation fuel drawn from Avfuel's inventory,title to that aviation reserves the right to terminate any individual's participation at any time for misuse fuel will be retained by Avfuel until the point in time that the aviation fuel enters of the AVTRIP card,violation of the rules of the program,or inactivity for a period into the aircraft of the CFC,at which point in time title will pass to the CFC. In all of twelve (12) consecutive months. Customer may withdraw from this Program sales of aviation fuel drawn from Customer's inventory,title to that aviation fuel will upon ninety(90)days'Notice to Avfuel. Termination of Customer's participation be retained by the Customer until the point in time that the aviation fuel enters into in this Program shall not be construed as terminating the Agreement or Customer's the aircraft of the CFC,at which point in time title will pass instantaneously first to participation in any other program. Avfuel and then to the CFC. The risk of loss or contamination of aviation fuel will be borne at each point in time by the party who or which holds title to that aviation fuel at that point in time. If,while Avfuel holds title,any aviation fuel is lost or contaminated as a result of the acts or omissions of the Customer,then the Customer will be liable to Avfuel for that loss or contamination. Rev 09/10/19 Customer's Initials Page 5 of 7 t �. FBO Aviation Fuel Supply Agreement 6. The into-wing services provided by the Customer in delivering the aviation fuel EQUIPMENT USE PROGRAM: to the CFC and any other services or products other than aviation fuel to the CFC for which a fee is charged will be deemed sold by the Customer to the CFC. The 1. Customer has elected to participate in Avfuel's Equipment Use Program. Customer's fees to CFC's for into-wing services will be at a charge equal to the Accordingly,Avfuel,either for its own account or through one of its subsidiaries, lowest charge imposed by the Customer to any other purchaser of aviation fuel at the agrees to deliver for Customer's use the equipment identified in Exhibit C: FBO, less the discount that would be applicable to that charge under Avfuel's Additional Negotiated Items,#1,(the"Equipment")to Customer for its sole use. In Payment Acceptance Program(in that Avfuel will incur the discount in collecting the event any additional equipment or replacement equipment delivered to Customer that charge from the CFC). All other services and products will be supplied at the for its sole use but not listed in Exhibit C:Additional Negotiated Items,#1,shall also Customer's normally established rates. Such other products may include,without constitute Equipment subject to the provisions of this Section. Unless otherwise limitation,lubricants,spare parts,food and other amenities. Such other services may agreed,the term of the Equipment Use of each item of Equipment shall correspond include,without limitation,flowage fees,tie-down services, catering services and to the term of Fixed Term Agreement#22-7947. similar services that expedite deliveries and facilitate arrangements for the CFC. No cash advances will be permitted as"other products or services". The Customer will 2. Avfuel will pay the costs for the transport of the Equipment from the Avfuel supply all such other products or services as an independent contractor to the CFC facility to the Customer's facility. and not as an agent or a subcontractor of Avfuel. 3. Customer shall inspect the Equipment and shall make written notes as to any 7. All other products and services that are supplied by Customer to CFCs will be defects that are observed. A copy of all such notes shall be faxed or emailed to provided in accordance with procedures and quality standards that are commercially Avfuel within forty-eight (48) hours after the Equipment is delivered to the reasonable and that comply with all legal requirements in the jurisdiction where the Customer. The failure to make and deliver those notes within that period will Customer's facilities are located. Customer will be solely liable if such other constitute the Customer's acknowledgement that there were no defects in the products and services do not conform to such standards,procedures or requirements. Equipment at the time delivered to the Customer. 8. The charges for all other products and services supplied by the Customer to the 4. Avfuel warrants that it has all necessary rights to lease said Equipment to CFC will be payable solely to the Customer. The Customer will be responsible for Customer. Further,the parties agree that as between themselves,Avfuel has title to collecting and remitting any taxes imposed thereon by any local, state or federal the Equipment and Customer shall keep the Equipment free of liens and shall not do taxing authority, if applicable. Customer may directly invoice and collect such or permit anything to be done that will prejudice the title of Avfuel,or it's rights in charges from the CFC. Alternatively, at the Customer's option, Customer may the Equipment. Each item of Equipment shall bear a legend denoting it as the assign to Avfuel for collection the account receivable from the CFC for other property of Avfuel and Customer shall not remove or deface that legend under any products and services supplied by the Customer (a "CFC Receivable"). If the circumstances. Customer also agrees and understands that Avfuel may file such Customer assigns a CFC Receivable to Avfuel,then Avfuel will issue a credit to the evidence of its ownership of the equipment as may be necessary in the state where Customer's account for the amount of that CFC Receivable and Avfuel will the equipment is located. thereafter invoice,collect and retain those charges from the CFC. 5. AVFUEL MAKES NO WARRANTY, EXPRESS OR IMPLIED, 9. Any fees for any services supplied by the Customer in the delivery of aviation REGARDING DEFECTS IN MATERIAL, WORKMANSHIP, DESIGN, fuel to a CFC,including,without limitation any flowage fees or into-wing fees,will CAPACITY, MERCHANTABILITY OR FITNESS OF THE EQUIPMENT be earned by the Customer only after it has completed delivery of the entire load of FOR ANY PURPOSE,OR WHICH EXTEND BEYOND THE DESCRIPTION aviation fuel into the aircraft of the CFC and title to that aviation fuel has passed to OF THE EQUIPMENT THAT APPEARS IN EXHIBIT C: ADDITIONAL the CFC. Initial into-wing fees are established by the Customer,subject to the"most NEGOTIATED ITEMS. favored customer"provision in Paragraph 6,Customer may change those fees upon seven(7)days written Notice to Avfuel. 6. Any of the Equipment that is used to store or transport Products shall be used solely for storing or transporting aviation fuel supplied to Customer under this 10. Customer will generate an electronic written record(a"Ticket")of all aviation Agreement. fuel supplied to a CFC at the Customer's facility. Each Ticket will include the following information: the CFC's name; the authorization number; pilot's name; 7. The Equipment is not licensed or titled for use on public roads. The Equipment aircraft registration number;flight or ID number provided by the CFC if applicable, shall not be moved from the facility to which it was delivered nor operated on any transaction date(s);and type and quantity of fuel products provided,as measured in public road without the prior written consent of Avfuel. U.S.gallons. In addition,if the Customer assigns to Avfuel the CFC Receivable for other products and services supplied by the Customer to the CFC,the Customer will 8. Customer will comply with all laws,ordinances and regulations applicable to the include in the Ticket the type and quantity of such other products or services and the possession,operation or use of the Equipment and will demonstrate compliance upon charges payable by the CFC for such other products or services. Any charges for request. such other products or services must be separately stated and clearly identified as fees charged by the Customer that are separate from and independent of the amounts 9. The maintenance obligations with regard to the Equipment are as follows. charged by Avfuel for aviation fuel. The pilot or other responsible representative of the CFC shall sign and be given a copy of the completed Ticket. 9.1.Except as set forth in Section 9.2 below,Customer will maintain the Equipment in as good a condition as it was on the day of delivery,normal wear and tear excepted. 11. The Ticket(or all information required to be shown on the Ticket)for each sale Customer shall,at its sole expense,provide all preventative maintenance(including to a CFC shall be delivered to Avfuel by POS Transmission within twenty-four(24) but not limited to lubrication,oil and engine filter changes,etc.),rotable and wear hours following the completion of that sale. The original Tickets shall be kept on items necessary to preserve the Equipment in good operating condition and in file by Customer for a period of five(5)years from the invoice date and will be sent compliance and in conformity with all laws,rules,regulation,and industry standards to Avfuel upon request. Avfuel will from time to time provide Customer with which are applicable to the operation of the Equipment. Customer shall also be instructions for processing these transactions and may provide the forms for doing responsible for and all tire maintenance,repair,and replacement. CHANGING A so. Avfuel reserves the right to change these procedures upon seven(7)days written TIRE ON A REFUELER TRUCK IS VERY DANGEROUS AND MUST NOT Notice to Customer. BE ATTEMPTED BY UNTRAINED PERSONNEL. CUSTOMER AGREES THAT IT WILL PERMIT TIRES TO BE CHANGED ONLY BY AN OUTSIDE 12. The total amount due with respect to each Ticket shall be paid or credited to CONTRACTOR WHO IS PROFESSIONALLY TRAINED TO DO SUCH Customer's by Avfuel within ten(10)days following Avfuel's receipt of the Ticket. WORK. Customer shall keep complete and accurate maintenance records and Avfuel is entitled to inspect the Equipment and the maintenance records at any time 13. Except as provided herein, all Tickets will be accepted by Avfuel without during regular business hours. At Avfuel's option,any item of repair or maintenance recourse. The exceptions are:a)Customer warrants the validity of all charges,and that would be the responsibility of Customer may be performed by Avfuel and billed any charge that is disputed by the CFC,correctly or incorrectly,on grounds that the back to Customer. Customer shall not make any alterations or modifications to the charge is invalid or inaccurate or that the aviation fuel,products or services supplied Equipment of any kind including but not limited to painting,mounting of radios or were unsatisfactory, not performed or not delivered may be charged back to antennas,applying decals or lettering without the prior express written consent of Customer at Avfuel's option;b)charges not previously authorized by Avfuel may Avfuel. be charged back to Customer at Avfuel's option;and c)any Ticket that is incomplete, illegible, or is otherwise not prepared in accordance with Avfuel's processing 9.2.Avfuel shall be responsible for the following refueler truck repairs when,in its instructions may be charged back to Customer at Avfuel's option. opinion,repair is necessary:overhauls or replacement of the engine,transmission, differential, belly valve and any other repairs that are not the Customers Rev 09/10/19 Customer's Initials Page6of7liiii) FBO Aviation Fuel Supply Agreement responsibility in 9.1. Avfuel shall be permitted access to the Equipment at any reasonable time in order to perform the repairs and modifications, which are its obligation hereunder. Repairs and maintenance to be performed by Avfuel shall be completed within a reasonable time after it learns of the need for such repairs. Avfuel assumes no responsibility for loss of use or any other items of ancillary damage, which may be caused by, or result to Customer by reason of the fact that the Equipment becomes inoperable. If any such repair or maintenance is required as the result of intentional conduct,negligence,or failure to perform repair or maintenance on the part of Customer or any of Customer's agents or employees,Customer shall be liable for all costs associated with performing such repairs and/or maintenance. 10. If applicable, Customer shall be responsible for all Federal, State, and local taxes, fees, etc. that are assessed on the use or value of the Leased Equipment, including but not limited to,personal property,sales,and use taxes. 11. Customer shall secure insurance against any damage to or loss of the Equipment with coverage equal to the actual cash value of the Equipment and with the limitation of that coverage not less than the amount specified for that Equipment in the Special Terms and Conditions, Insurance policies shall be issued by insurance companies acceptable to Avfuel(which acceptance may not be unreasonably withheld),shall name Avfuel,or its subsidiary as loss payee,and shall provide for at least thirty(30) days'written Notice to Avfuel prior to cancellation or modification. Customer shall maintain such policies in full force and effect for the equipment for so long as Customer continues to lease that Equipment. Proof of being self insured by Customer shall suffice this insurance requirement. 12. TO THE EXTENT LIMITED BY FLORIDA LAW, CUSTOMER AGREES TO INDEMNIFY AND HOLD AVFUEL AND/OR THE OWNER OF THE EQUIPMENT HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,LIABILITIES,LOSSES,EXPENSES(INCLUDING ATTORNEY'S FEES),OBLIGATIONS AND CAUSES OF ACTION FOR INJURY TO OR DEATH OF ANY AND ALL PERSONS, OR FOR DAMAGE TO OR DESTRUCTION OF ANY OR ALL PROPERTY ARISING OUT OF OR RESULTING FROM THE CONDITION, EXISTENCE, USE OR MAINTENANCE OF THE EQUIPMENT. THE FOREGOING INDEMNIFICATION SHALL NOT CONTITUTE A WAIVER OF SOVEREIGN IMMUNITY BEYOND THE LIMITS SET FORTH IN FLORIDA STATUTES, SECTION 768.28, NOR SHALL THE SAME BE CONSTRUED TO CONSTITUTE AGREEMENT FOR CUSTOMER TO INDEMNIFY FOR AVFUEL'S NEGLIEGENT, WILLFUL OR INTENTIONAL ACTS OR OMISSIONS. 13. Upon termination of any Lease,at any time and for any reason,Customer shall (a)return the Equipment to Avfuel in as good condition as when Customer received it,normal wear and tear excepted,(a)pay for any necessary repair and replacement of any damages or missing Equipment,and(c)pay all costs for the transport of the Equipment from the Customer's facility to Avfuel's facility. If Customer breaches any of these commitments, Avfuel invoice the Customer for those costs and the Customer will pay that invoice within twenty(20)days. Rev 09/10/19 Customer's Initials Page7of7 �.....N AVFUCOR-03 AVSUR ,4�oRO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 5/5/2022 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 Avsurance CSR NAME: 47 W Avsurance Ellsworth Rd.tion PHONE I FAX (A/C,No,Ext):(800)472-7090 (A/C,No):(734)663-8296 Ann Arbor,MI 48108 n DAalEss:aysurance@avfuel.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Underwriters Lloyds of London 15792 INSURED INSURER B:Travelers Property Casualty Co 36161 Avfuel Corporation INSURERC:Starr Indemnity&Liability Co 38318 47 West Ellsworth Road INSURER D: National Interstate Insurance Co. 0084 Ann Arbor,MI 48108 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRINSD WVD ,IMM/DD/YYYYI IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR B0180AV2100771 7/1/2021 7/1/2022 DAMAGE TO RENTED 500 000 PREMISES(Ea occurrence) $ X Aviation Products MED EXP(Any one person) $ 50,000 X Completed Operations X PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 1,000,000 X POLICY PRO- LOC 1,000,000 JECT PRODUCTS-COMP/OPAGG $ OTHER: On Airport Auto $ 1,000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 2,000,000 (Ea accident) $ X ANY AUTO BA7N0296182191G 10/1/2021 10/1/2022 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS X BODILY INJURY(Per accident) $ X AUTOS ONLY X AUUTOS ONLYY PROPERTY accidentDAMAGE $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N 100 0002147 5/1/2022 5/1/2023 X STATUTE ER 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (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 $ p Pollution HAT0010916 $1,000,000 10/1/2021 10/1/2022 A Cyber C-4LPX-219909-CYBER-2022 3/15/2022 3/15/2023 $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners is additional insured under the captioned commercial general liability and automobile policies on a primary and non-contributory basis for any and all work performed on behalf Collier County per contract#22-7947 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of CountyCommissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trial East Naples, FL 34112 AUTHORIZED REPRESENTATIVE _ SE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A CERTIFICATE OF LIABILITY INSURANCE DATE A E(MWD2022) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Avsurance Corporation PHONE (630)572-7133 FAX (630)572-7121 (A/C.No.Ertl: (A/C,No): 47 W.Ellsworth Rd. EMAIL ADDRESS: Ann Arbor,MI INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Landmark American Insurance Company 33138 INSURED INSURER B: Capitol Specialty Insurance Company 10328 Avfuel Corporation INSURER C: 47 West Ellsworth INSURER D: Ann Arbor,MI 48108 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. INSRADDL TYPE OF INSURANCE R SUBR POLICY NUMBER (MM/DDIYYYY) (MM POUCY EFF POLICY EXP LTR /DD/YYYY) LIMITS LT GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO LOC $ jrEC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea_accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS _ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/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 $ Professional Liability LHR792954 & $10,000,000 Limit, $25,000 12/17/2021 12/17/2022 Deductible 12/17/2001 Retro Date IA20201768-02 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Collier County Board of County Commissioners is additional insured under the captioned commercial general liability and automobile policies on a primary and non-contnbutory basis for any and all work performed on behalf of Collier County per contract#22-7947 CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 Tamiami Trial East THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE ITH THE POLICY PROVISIONS. AUTHORIZED REPRE NTATIVE Jame • nt Vet Y(-'51de i /nrx Mr)C C © 988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered m ks of ACORD ACORDs provided by Forms Boss.www.FormsBoss.com;(c) Im essive Publishing 800-208-1977