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Backup Documents 07/13/2021 Item #16E12
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO b E 2 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 7/13/2.1 2. County Attorney Office County Attorney Office [ � 1 IN/ 1.' �rJ 4. BCC Office Board of County .x.) Commissioners J 7 4. Minutes and Records Clerk of Court's Office ql2C) 12,t 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Jessica Suarez/PURCHASING Contact Information 239-252-8407 Contact/ Department Agenda Date Item was July 13` 2021 Agenda Item Number 16.E.12 Approved by the BCC Type of Document ASSUMPTION Number of Original 1 Attached Documents Attached PO number or account N/A 20-7750 T UNIVERSAL number if document is UNIVERSAL CONTROLS to be recorded CONTROLS INSTRUMENT INSTRUMENT SERVICES, INC SERVICES, INC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JS signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JS document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JS signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 07/13/2021 and all changes made during — N/A is not the meeting have been incorporated in the attached document. The County AlEcE t...a ion for Attorney's Office has reviewed the changes,if applicable. 1 is me. 9. Initials of attorney verifying that the attached document is the version approved by the 1 112$not BCC,all changes directed by the BCC have been made,and the document is ready for the option for Chairman's signature. is line. aft. I lent 1 6E12 MEMORANDUM Date: July 20, 2021 To: Jessica Suarez, Procurement Services From: Teresa Cannon, Sr. Deputy Clerk Minutes & Records Department Re: Assumption Agreement #20-7750 Contractor: T Universal Controls Instrument Services, Inc. Attached for your records is a scanned copy of the referenced document above, (Item #16E12) adopted by the Board of County Commissioners on Tuesday, July 13, 2021. The Board's Minutes & Records Department has kept the original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-8411. Thank you. Attachment 16E12 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this , of 2021 by Universal Controls Instrument Services, Inc. ("Universal Controls" or "Contra ") and Collier County, a political subdivision of the State of Florida(the "County"). WHEREAS, on February 9, 2021 (Agenda Item No. 16.C.3), the County entered into Agreement#20-7750,"Instrument Calibration,Repair and Replacement Services",with Gossamer Bay, Inc., d/b/a Universal Controls Instrument Service Company (hereinafter referred to as the "Agreement" and attached hereto as Exhibit"A"); and WHERAS, UNIVERSAL CONTROLS represents and warrants to the County that through a purchase acquisition, UNIVERSAL CONTROLS is now the successor in interest to the Agreement with the County (see Asset Purchase Contract and Receipt, attached as Exhibit "B"); and NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. UNIVERSAL CONTROLS accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement, as amended, including all existing and future obligations to pay and perform under the Agreement. 2. UNIVERSAL CONTROLS will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Notices required under the Agreement to be sent to UNIVERSAL CONTROLS shall be directed to: Universal Controls Instrument Services, Inc. 4925 Cross Bayou Blvd New Port Richey, FL 34652 Attn: Sharon Forrester, VP Main Phone: (863) 965-2053 Email: Sharon@universalcontrols.net 4. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 5. The County hereby consents to UNIVERSAL CONTROLS assumption of the Agreement in order to continue the services provided under Agreement#20-7750. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat UNIVERSAL CONTROLS as the Contractor for all purposes under the Agreement. 6. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. Page 1 of 2 Assumption to Agreement#20-7750 cq� 16E12 IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. Contractor's Witnesses: Universal Controls Instrument Services, Inc. Wi.›iees7Signatur ature Print/Type witne name St(Tt ) Print/Type Name e_ tness Signatu e ���� Title _54•KS F .( ,14 ,( , Print/Type witness name ATTEST: BOARD F COUNTY COMMISSIONERS clyst41ApKinzel, Clerk of Courts COLLIE NTY. FLORIDA :Comptrol'ler, By: B = .I . ENNY T OR, Chair f Deputy Clerk ;•, A6Va eharritates %w. grInt4Ve only. Approved as to form and legality: —dr\/ )\/9‘ Sate (-Stn i icTR.N f R I itza# Print Name/Title (*--hri AltOrtiu Agenda lit 5121 Date t pat0 g Page 2 of 2 Assumption to Agreement 020-7750 r EXHIBIT A 1 6 E 1 2 FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT # 20-7750 for Instrument Calibration, Repair and Replacement Services ( THIS AGREEMENT, made and entered into on this "1ac day of -Q 'U1* 20 2k , by and betweenY, Gossamer Ba Inc. d/b/a Universal Controls Instrument Service C npany , authorized to do business in the State of Florida, whose business address is 1906 Lake Ariana Blvd, Auburndale, FL 33828 , (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 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 ail 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 iJ Purchase Order ❑Not+oe-too--P oceeEL 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request-for—Proposal (RFP) II Invitation to Bid (ITB) Other- ( )# 20-7750 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. III The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 I i.\ed Term Service Multi-Contractor Agreement 2017.008(Ver.() 16E12 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 • The procedure for obtaining Work under this Agreement is outlined in Exhibit A— Scope of Services attached hereto. 3.3 I • b Other Exhibit/Attachment: • 3,4n 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): Lum p-S u-11144 40t • reject; the-asks are transferred from the satisfy s#ie the fixed price centfact isautherized, II Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work(number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. U 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). Page 2 of 17 Fixed Term Service Multi-Contractor Agreement 2017,008(Ver.1) E12 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. I (epee if--ap aliedel )T avef-and--Rei rsabfe--€ -pe s : Travel-and R.eime-ur-sabie€-xpensec must--beapptoved-ie advanee-tr l-uw g--b -the-6e+ Travel exp +e4-1 -061 Fla. Stats- Re+ csements shall beat the-following-rate6 Mileage $ per mile -Breakfast $6:00 Lunch $4-4,00 Dinner $49-00 Airfare Actual-ticket--cost-limited--to---tourist-or-leach Glass-fate -. Rental-Gat A al--r - east-Ilr itee—to—cam t--Of standard-size-venieles kedging Actu-al-cost-e€ledg+eg-at-s g4e-oscup-aracy to 44 -a-•Gap-e#1ae-na Par-king .flg t sir?•e ,dal-eerst of either ax+-er-airpor duo e Re+mbursable-items eiherr-tl-an-ttravel expensees,-shall-be4itniteel-to-tlae-fo4lewiag--tele-p4aer;e long-di ce-ages fa- #afges- hetoeopying-c#atges and-pestag e+mbursable iterns-w�+l tr�cter�laas-p ev+ded--all-receipts----Oontractor-shall-be fated-wi leitatiehs tndertal�en-puant to this-Agr-eemeRt- 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Page.3 oil7 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) (CA 6) 16Ei2 Gossamer Bay, Inc. Company Name: d/b/a Universal Controls Instrument Service Company Address: 1906 Lake Ariana Blvd Auburndale, FL 33828 Authorized Agent: Sharon O. Forrester, President Attention Name & Title: Telephone: 863-965-2053 E-Mail(s): SharonAuniversalcontrols.net All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Beth Johnssen Division Name: Wastewater Division Address: 4370 Mercantile Ave Naples, FL 34112 Administrative Agent/PM: Frank Inzano, Manager Telephone: 239-252-2597 E-Mail(s): Frank.lnzano ancolliercountyfl.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. Page 4 o117 Fixed"Fenn Service Multi-Contractor Agreement 2017 008(Ver.1) 16E12 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. ICI 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. ICI Business Auto Liability: Coverage shall have minimum limits of $500,000 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. II 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. Page5o117 Pixcd"Penn Service Multi-Contractor Agreement 2017 008(Ver.I) 16E12 D. E 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. urn limits of$ per claim. 4 P :--Gevchrag +omits-of $ per ela+m- 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. Page 6 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) 16E12 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Wastewater 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), I Exhibit A Scope of Services, Exhibit B Fee Schedule, RFP/ ■ ITB/ Other #20-7750 , including Exhibits, Attachments and Addenda/Addendum, _ eubse ewient q totesraed — 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 l'age7of17 Fired Term Service Multi. ontractor Agreement 2017.00g(Ver.I) 1 6E12 located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 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. Palo 8 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) 16E12 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. • 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. III 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 Multi-Contractor Agreement 2017 008(Ver.1) 16E12 particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. Ili 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. I PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due to Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall 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 Page 10 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 16E12 foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. — KEY PERSONNEL. The-C. ntractor's personnel and manageent--te-be-utiti-zed-#ef o -rho r flags-.project-s.hall-be-k- w�edgeable--in-thei areas-of-ex{ t�L- -rt.-fe uety-reserue-s-t e 0-pe ee ed-necessar e s e-that c•+ pet personc-will-be ut. tla cter-shall-assign as-+many-_people-as-necessa e-complete-#fie-selaiees-on-a-ti ely-basify and-each-persona assigned-shall be ava+lable-for-ac eunt of-time-aciewarte-te--eaeet the r da4ec. The Ge t aetar-6all-net change-KeYRer nnel-unless the-fatioM g-conditieRs-afe •et: (1) Pr-open ubstan lly--the same or better-qualifications afad-fer--exper-ien . is--netified+n writ+gag as far-in-adva e-es-passible- The--Gentra lady--reasonable e#erts-te-r�eti#y Colder-Geunt +thin seven-{-mays of the change--he-County-retains-final-approvat--a#Deposed--r-eplacement personnel- Page II of 17 Fixed Term Service Multi-Contractor Agreement 2017 00S(Ver.l) \, i 16E12 • 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. Ill 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. ORDER—OF PRECE-D NCE-(Grant-Fundet4--In-the-eve+*of-any--oonfliot-between-or among -Documents andlo Executive many, the terms of the Agreement shall--take prceedeRoe- ve-td e-4ef f all-athew-Cant t-the-terms-ef-any-Supplements end+t+ons-shall-take precedence-eveT-the-Agreement. To-the-extent-any--conflict-1 set Doeurnents cx Rnat--be--resolved-by-ap{ ation of the-Suppler ae -of the.-. hall be resolved-by-imposing posing the more st+et-GF-se&tly ntract-Docume+ p n-the--Contras 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 Multi-Contractor Agreement 2017.008(Ver.I) �t w 16E12 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 Multi-Contractor Agreement 2017.008(Ver.1) 16E12 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 Courts & COLLI C NTY, FLORID Comptroller By: By: (.1/46mot LL . .,,..4 ,y c3 Penny Taylor, Chairperson - (SEAL ` $ tQd;,, .,i - t Gossamer Bayt Inc. Witnesses: Contractor U ' al Controls Instrument Service Company BA 4 tbfelial C.„1.N6 L 4) 6 U. By; , _ , , ,, Contractor's Fir§f Witness San r Sharon �.eForrester,President BobbiJo Whiting TType/print signature and titleT TType/print witness nameT ont t�Second Witness f Randy Balevre TType/print witness namet Approved so Form and Legality: r 1 '\ ` ! TP Jt Ounty Attorney u fc ww Print lame (e ` aba' Page 14 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 16E12 Exhibit A Scope of Services • following this page (pages 1 through 4 ) fl this exhibit is not applicable Page 15or17 Fixed 1 erm Service Multi-Contractor Agreement 2017.008(Ver,1) 16E12 ITB# 20-7750 Instrument Calibration, Repair and Replacement Services EXHIBIT A-SCOPE OF SERVICES This Contract seeks to establish Contractor(s)to provide instrument calibration(or revalidation), repair and replacement services for planned and urgent work. This contract is awarded on a Primary/Secondary basis per category basis. Should the Primary Contractor fail to respond or perform per the contract requirements, the County will engage the Secondary Contractor. The County reserves the right at any time to use other contractors for the services described by requesting additional quotes or bids from other vendors(per the Board's Procurement Ordinance). The Contractor and employees shall comply with all Occupational Safety and Health Administration (OSHA)safety standards, rules and regulations, as well as all applicable Federal, State and local laws and regulations. The Contractor will supply all required safety equipment and employees who have completed a training class conforming to OSHA Confined Space Standard 29 CFR 1910.146 for performing work in confined space areas where applicable. The Contractor and employees shall keep the work site area free of debris and trash. Line items for each category include the following: • A unit price for Calibration/Revalidation • A unit price for confined Space Entry Fee • Labor Rate for Normal Business Hours • Labor Rate for outside of Normal business Hours • Discount Rate off of List Price for replacement instrument purchases 1. Calibration/Revalidation Services The Contractor(s) shall be required to provide annual, biannual, monthly, weekly and as-needed instrument calibrations, to be performed per the manufacturer and industry specifications for the instruments that will be calibrated. The below table is provided herein as a reference and includes the quantity,category of instrument,and frequency of calibration required for the instruments. Quantities and categories are subject to change as the utility system evolves. The County will provide updated information to the Contractor as required. Calibration Frequency-total number per Category Line Item Category Annual As Needed Monthly Quarterly Semi-Annual Weekly Grand Total 1 Analyzer 30 6 20 20 12 15 103 2 Flow Meter 27 215 32 - 274 3 Level Control 7 16 23 4 Pressure 13 26 39 Grand Total 77 221 20 20 86 15 439 The Contractor shall submit its proposed calibration schedule to the County for approval. The Contractor shall ensure that a certified calibration technician performs the calibration services. The Contractor shall furnish proof of the technician's certification upon request of the County. Page I of 4 Exhibit A-Scope of Services 16E12 The Contractor will submit, example(s) of their calibration fonn(s) for each of the four (4) categories of instruments as listed above. Calibration forms should meet or exceed State and Local requirements for validation. The Contractor shall report any instrument performance issues immediately to the appropriate County Representative. The report shall be in writing describing the issue and digital images shall be included to support the issue(where appropriate). The Contractor shall provide within fourteen(14)calendar days after the service,a calibration certificate with each calibration to include the following information: serial number, manufacturer, location and all valid National Institute of Standards and Technology(N1ST)traceable documentation concerning the measurement and test equipment used in the instrument calibration. 1.(a) Price Methodology and Invoicing for Calibration/Revalidation Calibration and Revalidation will be performed for the Unit Price as listed on Exhibit B Fee Schedule. The Unit Price for Calibration/Revalidation will be inclusive of labor,materials parts,equipment,travel and all necessary resources needed and any required certification reports. A confined space entry fee may be added in addition to the Unit Price for calibration/revalidation services,(where appropriate). Invoice shall reference Purchase Order number, Facility, instrument location, category of the instrument and unit price (as referenced on Exhibit B-Fee Schedule),date the calibration/revalidation was completed. 2. Repairs and Replacement installation Services The Contractor shall provide all labor,tools,material,travel, equipment and safety items for repairing and replacing the various types of instruments, including all requirements for confined spaces (where applicable). Repair and replacement services may include,but not be limited to,field repair,removal,pick-up and delivery,replacement,disassembly,loaner equipment,inspection, condition report, failure analysis, start-up and training, calibration or revalidation with factory approved certification documentation, including all test results and the associated Inspection and Reporting as listed below. Loaner Equipment specifications must be submitted with the quote and approved in writing by the appropriate County Representative. Inspection: Inspect and test for electrical, mechanical and physical defects to the instrument equipment, support structures, conduits, grounds, electrical panels, cabinet locks, paint condition, or any other issues that may affect the reliability of the equipment. Report: Determine cause of failure and provide written reports on findings including test results and measurement. Provide written repair quote using the price structure on the Bid Schedule. The quote shall include a written recommendation with appropriate justification on whether to repair or replace the equipment to the County Representative. The Contractor shall supply the County all manufacturers documentation related to installation, maintenance, programming, instrument specifications, testing and OEM certifications as well as new calibration certificates within five (5) days after installation. Start-up and training shall be provided after the initial inspection, when requested by the County. Repairs and replacements shall be commence after receipt of an approved Purchase Order from the County. Repairs are to be completed within the time outlined below in Section 3 (Response Time) unless an appropriate County Representative approves an extension of time. The repair time extension approval must be in writing, signed and dated by the appropriate County Representative and a copy of this signed and dated approval should be submitted with the invoice. The Contractor shall install new components that meet or exceed OEM specifications,when required. Recalibrations or revalidations shall be performed,and the results provided to the County within five(5)business days after each repair or replacement. Page 2 of 4 Exhibit A-Scope of Services 16E12 2(a)Price Methodology and Invoicing for Repairs and Replacement Repairs and replacement work shall be quoted per the pricing structure on the Bid Schedule. Miscellaneous parts and supplies may be included on the quote. Markup for miscellaneous parts and supplies shall not exceed 15%. Copies of purchase receipts for individual items exceeding$100.00 must accompany the Contractor's invoice submitted to the County for payment. Proof of list price of the new Instrument must be provided at invoicing. The invoice shall clearly reflect the discount off of list price value of the new instruments. A confined space entry fee may be added to the quote for repairs and replacements,(where appropriate). Markup shall be limited to 10%for subcontractor fees. Subcontractor fees must be in accordance with the Bid Schedule or lower. A copy of the subcontractor quote or invoice must accompany the Contractor's invoice submitted to the County for payment. invoice shall reference Purchase Order number, Facility, instrument location, category of the instrument (as listed on the Bid Schedule). The date of completion and whether the service was for a repair and/or replacement instrument(s). If the work was requested as an Urgent,this should be noted on the invoice. The invoice should clearly show costs as well as total hours multiplied by the hourly rate as listed on Exhibit B- Fee Schedule of this Agreement. Documentation supporting the invoice charges such. as receipts/ subcontractor invoices or quotes, proof of list price, County signed and dated approvals for Urgent work shall be attached to the invoice. 3. Response Time: Normal business hours: Monday - Friday, 7:00am-5:00pm,except for County observed holidays. Non-Urgent(during normal business hours) • Contractor shall respond via phone call and/or email within two (2) hours after the request from the County has been sent. • inspection and written repair estimate/quote report shall be provided to the County within three(3) business days after the initial request from the County was sent. • Repairs shall be completed within three (3) business days after the issuance of an approved Purchase Order unless additional time is approved in writing by the requesting County Representative. Urgent(outside of normal business hours) • The Contractor(s) shall provide an Urgent phone number to the County. The Contractor(s) shall update the County if this phone number should change. A representative of the Contractor(s)shall be available to return.Urgent calls 24 hours per day,365 days per year. • Contractor shall respond via phone call and/or email within thirty (30) minutes after the request from the County has been sent. • Inspection and written repair estimate report shall be provided to the County within twenty-four (24) hours after the request from the County was sent. A notation shall be made on the report clearly stating"Urgent"work. • Repairs shall be completed within twenty-four (24) hours after the issuance of an approved Purchase Order unless additional time is approved in writing by the requesting County Representative. 4. Warranty: The Contractor shall warranty all repairs /replacements performed by the Contractor, including material and workmanship, to operate within acceptable levels(as determined by the County)for a period of at least one(1)year from the date of the completed repair/replacement. Any repaired/replaced equipment by the Contractor which fails to operate accordingly for the duration of the warranty period shall be repaired or replaced by the Contractor without any additional cost to the County. The Contractor shall furnish,without cost to the County,all parts and labor necessary to complete a warranty repair. Page 3 of 4 Exhibit A-Scope of Services 16E12 5. Assignment of Work: The County will issue a Purchase Order(or blanket purchase order). No work shall be performed until the Contractor is in receipt of an approved Purchase Oder. A Purchase Order shall survive the Contract expiration to allow work to be completed. No new services will be requested after the expiration of the Contract. 6. Performance Measures: Time is of the essence. Any delay in performance, not approved in writing by an appropriate County Representative shall constitute a material breach of the contract. Page 4 of 4 Exhibit A-Scope of Services 1 6E12 Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) C 1 6 E , 2 ITB#20-7750 INSTRUMENT CALIBRATION, REPAIR AND REPLACEMENT SERVICES EXHIBIT B-FEE SCHEDULE Gossamer Bay,Inc.dba Universal Controls Instrument Service Co. Contractor is will serve as Primary Contractor for category B Contractor is will serve as Secondary Contractor for categories C and D CATEGORY A:ANALYZER Not Awarded CATEGORY B:FLOW METERS CATEGORY B:FLOW METERS Line Item Unit Price 1 Flow Meters $ 122.50 2 Confined Space Entry Fee $ 595.00 Line Item Time&Material Rate 3 Repair and Replacement Labor Rate-Normal Business Hours $ 105.00 4 Repair and Replacement Labor Rate-Urgent $ 195.00 5 Discount off of List Price for new instrument purchases N/A CATEGORY C:LEVEL CONTROL CATEGORY C:LEVEL CONTROL Line Item Unit Price 1 Level Control $ 122.50 2 Confined Space Entry Fee $ 595.00 Line Item Time&Material Rate 3 Repair and Replacement Labor Rate-Normal Business Hours $ 105.00 4 Repair and Replacement Labor Rate-Urgent $ 195.00 5 Discount off of List Price for new instrument purchases N/A CATEGORY D:Pressure Calibration CATEGORY D:PRESSURE CALIBRATION Line Item Unit Price 1 Pressure $ 122.50 2 Confined Space Entry Fee $ 595.00 Line Item Time&Material Rate 3 Repair and Replacement Labor Rate-Normal Business Hours $ 105.00 4 Repair and Replacement Labor Rate-Urgent $ 195.00 5 Discount off of list Price for new instrument purchases N/A Unit Price for calibration/revalidation will be inclusive of labor,materials parts,equipment,travel and all necessary resources needed and any required certification reports Markup for Subcontractor fees 10% Markup for miscellaneous parts and supplies 15% GAO 16E12 Other Exhibit/Attachment Description: (l following this page (pages through ) (I this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) S _____.1 GOSSBAY-01 1 MCISH 1 2 A�RIO CERTIFICATE OF LIABILITY INSURANCE �DATE(MM/DD/YYYY) 1/8/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in Ileu of such endorsement(s). CONTACT Barbie Humbert PRODUCER Mulling Insurance Agency,Inc. PH(A/ONE ,Eat):(863)967-4454 I FAX ►:(863)967-7592 P.O.Brnd le8 barbieh mullin insuranc�.com Auburndale,FL 33823 mass: � 9 -..-- __...._...__.,_INSURER(S)AFFORDING COVERAGE melds INSURER A:Southern Owners Insurance Co. 10190 INSURED INSURER B:Auto-Owners Ins.Co. 18988 Gossamer Bay Inc.,Dba Universal Controls Instruments INSURER c:Underwriters At Lloyd's 15792 Service Company 1906 Lake Ariana Blvd. INSURER D____ Auburndale,FL 33823 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 ADOL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD wVD POLICY NUMBER IMM/DD/YYYYI tIAMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE _ $ 1,000,000 I CLAIMS-MADE X'OCCUR X 72696000 5/1/2020 5/1/2021 PRDAMAGEISES(TOFa RENTED occurrence) $ . I 300,000 EM ._ MED EXP(Any one person) $ 10,000 - PERSONAL&ADV INJURY $ .__ 1,000,000 GEN'L AGGR ATE LIMITRo_APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PELT 1 —I LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ COMBIND B AUTOMOBILE LIABILITY Ea accidentSINGLE LIMIT $ 1,000,000 X ANY AUTO X 4223137301 4/1/2020 4/1/2021 BODILY INJURY(Par person) 3 _ AUTOSA ONLY AUTOS SSWULNEEDp BODILYO INJURY(Per accident) $ HIRES ....._... AUTOSONLY Per aEcad nt�AMAGE $ AUTOS ONLY , $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB I—CLAIMS-MADE 4223137300 5/1/2020 5/1/2021 AGGREGATE _DED il I X7 1,000,000 'I RETENTIONS 10,000 S PER OTH- ANDEMRL EMPLOYERS'COMPENSATION STATUTE ER AND EMPLOYERS'LIABILITY Y/N ANYp PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT _ X (Mandatory iin NH EXCLUDED? E.L.DISEASE-EA EMPLOYEEj If yes,describe under DESCRIPTION OF OPERATIONS below ,E.L.DISEASE-POLICY LIMIT $ C Prof Liability 'PGOSS000420 1/5/2021 1/5/2022 Each Claim/Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ACORD 101,AddltIonal Remarks Schedule,may be attached if more space is required) 1 For any and all work performed on behalf of Collier County. Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County,OR.Collier County Government,OR,Collier County are included as an additional insured with respect to General Liability and Automobile Liability Policies on a primary and non-contributory basis if and to the extent required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E. Naples,FL 34112 AUTHORIZED REPRESENTATIVE Ir 'i( ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16E12 Ate- GOSSA-1 OP ID:JH 16111 — CERTIFICATE OF LIABILITY INSURANCE I DATE(MWDO/YYYYt 06/16/2020 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 INSURERIS), 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 Dershimer Insurance Agency NAME: Cheri Steigmeyer 190 Ave A NW °HONE 863-299-8330 FAX Winter Haven,FL 33881 E Lott (ac,Nol:863-299�79 MAIL Dave Dershimer 4201tE85 _. — INS URER(SI AFFORDING COVERAGE *VC. INSURERA:FCBI ... ... INSURED Gossamer Bay,Inc.- — DBA Universal Controls INSURERS: Instrument Service Co. INSURER C: Sharon Forrester INSURER O: 1906 Lk Ariana Blvd INSURER Ey_ Aubumdale,FL 33823 I —_ 1 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.LMRS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ADOCtUef_ — — — __ ._ ._ -_ .. -- -- .... L TYPE OP INSURANCEIC SURANCE INSD 4WD POCKY NUMBER IM TRMJDWYYYY) /MMDO1YYYY) LIMITS COMMERCIAL GENERAL LABILITY CLAIMS-MADE (.._7 OCCUR I EENCE DAAAGETOACH RRItERit:O -- PREMISEllEaocaanncld S — MED EXP(Any ono person) S i _7_ _ PERSONAL a ADV INJURY $ GENL AGGREGATE UNIT APPLES PER: GENERAL AGGREGATE $ lPOLICY 1•..+ F'R0. 1_ lOC `—' PRODUCTS-COMP/OP AGO S OTHER - —- -- __.__. ._._ 5 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (.aaccident) _ S ANY AUTO GODLY INJURY(Per peon) $ ALL OWNED SCHEDULED — AUTOS _ AUTOS BODILY INJURY(Per acCION S S I O ROPE _HIRED AUTOS _ AUTOS DAMAGES i l $ UMBRELLA UAB OCCUR EACH OCCURRENCE S EXCESSLIIAAB CLAIMS ADE AGGREGATE S RETENTION OE I._. j RETENS 1 — — '--- $ WORKERS COMPENSATION AND EMPLOYERS'LIAaNY YIN .X tATATUTE 1 J'T A ANY PROPRIETORPARTNERIE)CECUTIVE 10848817 03/21/2020 03/21/2021 S 1,000,000 OFFICER/MEMBER EXCLUDED' , NIA E.L.EACH ACCIDENT (Mandatory In NH) I _E.L.DISEASE-EA EMPLOYEE $ 1,000,000 IIyyeess destine Or DESCRIPTION Or OPERATIONS below EL DISEASE-POLICY MR S 1,000,000 I DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule.may be attached Amon space Is mooed) CERTIFICATE HOLDER CANCELLATION COLLIER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County ACCORDANCE WITH THE POLICY PROVISIONS. Board of County Commissioners 3295 Tamiaml Trail East AUTHORIZED REPRESENTATIVE Naples,FL 34112 Dave Dershimer , ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 16E12 EXHIBIT B ASSET PURCHASE CONTRACT AND RECEIPT Date: October 30, 2020 UNIVERSAL CONTROLS INSTRUMENT SERVICES, INC., aFloridacorporation(hereinafter referred to as"Buyer")and GOSSAMER BAY, INC., a Florida corpora tion,(hereinafter referred to as "Seller")doing business as "UNIVERSAL CONTROLS INSTRUMENT SERVICE Co." hereby agree that, upon acceptance of this Contract,Seller shall sell and Buyer shall purchase the assets of the business known as Universal Controls Instrument Services Company, located at 1906 Lake Ariana Blvd., Auburndale, FL 33823, including equipment, tools, goodwill, and general intangibles,(the tangible assets are set forth in Schedule"A")pursuant to the terms and conditions of this Asset Purchase Contract and Receipt and any addenda or amendments (collectively the "Contract") A. Purchase Price: Includes assets, including inventory in vehicles, due upon closing date. Wire funds, cashier's check, or other preferable payment method specified by the Seller, B. C. 16E12 IT IS HEREBY AGREED THAT: 1. Acceptance of Offer and Counteroffer:Buyer's offer shall remain open for Seller's written acceptance on or before 5:00 p.m. on September 15,2020, Seller shall accept this offer by execution and delivery of this Asset Purchase Contract. 2. Closing Date:The undersigned hereby agree to execute any and all documents necessary to close this transaction.The Closing Date for this sale shall be on or before October 30,2020. Any extension of this Closing Date must be in writing and signed by Buyer and Seller. 3. Bill of Sale:Seller shall deliver to Buyer at the closing an Absolute Bill of Sale for all of the assets to be purchased pursuant to this Contract, to include assets set forth on the attached Schedule"A".Seller warrants that it has good and marketable title to the assets transferred by the Bill of Sale, free and clear of all liens and encumbrances, except any liens or encumbrances specifically set forth on the Bill of Sale. 4. Accounts Receivable: The accounts receivable of the Business for work done or goods sold prior to and including the date of closing (hereinafter,Seller's Accounts Receivable)shall remain the property of Seller.Buyer will forward to Seller payments received by Buyer with respect to Seller's Accounts Receivable, and will cooperate with Seller in providing all correspondence or other documents received by Buyer with respect to Seller's Accounts Receivable and will otherwise cooperate with Seller to enable Seller to collect Seller's Accounts Receivable. 5. Warranty: Seller warrants that all outstanding liabilities of the Business, except as specifically set forth herein,shall be paid in Lull on or before the closing of this sale,and that Buyer shall receive the assets of the Business free and clear of any encumbrances other than any security interest which may be created pursuant to the terms of this transaction. 6. Accounts Payable: All accounts payable of the Business accruing up to and including the date of the closing shall remain the responsibility of the Seller. Immediately from and after the closing,all incurred accounts payable shall be the sole responsibility of the Buyer. 7. Assignment/Assumed Liabilities:Seller shall assign to Buyer at closing the unrestricted use of the name "Universal Controls Instrument Service Company", the business telephone numbers of 863-513-0521, 863-738-0354, and 561-315-1126,and all prepaid advertising,social media sites,website domain names,customer contracts,supplier agreements,and vendor lists,to the extent same are assignable.Buyer shall assume all warranty obligations of the Seller under current assigned contracts. Seller represents and warrants that there are no judgments, liens, actions, arbitrations,decrees,investigations or proceedings which are pending or threatened before any court or before any federal,state,municipal,or other governmental body,commission or agency against Seller or relating to the Business, its properties or business activity, including,but not limited to automobile accidents,worker compensation claims and general or employee litigation which have not been disclosed in writing to the Buyer. 8. Buyer's Acknowledgment: Buyer hereby acknowledges that Buyer is relying solely on 2 Cc. 1 6E12 Buyer's own inspection of the Busines and the representations of Seller regarding the prior Business operating history,the value of the assets being purchased and all other material facts. 9 Employee Retention/Transition of Operations:From and after the date hereof and through the date of closing Seller agrees to continue to bid on new work opportunities,and to build and maintain a backlog of work to ensure no additional downturn of business revenue occurs during Buyer's transition period.Buyershall analyze the organizational structure of the business with concentration on costs and benefits, and shall retain employees and subcontractors in its reasonable discretion. Administrativestaffand service staff shall be subject to background checks and drug screening and such other evaluations as deemed necessary by Buyer.Seller agrees in good faith to assist Buyer in the orderly transition of operation of the business and to cooperate with Buyer's new management staff.In connection therewith,it is agreed as follows: a. James Michael Harper shall remain employed by Buyer for a period of not less than 120 days at an annual salary of Said employment may be extended indefinitely under mutual agreement. 10. Condition of Equipment:All equipment and other personal property included in this sale,as set forth on Schedule"A",are being purchased on an"AS IS"basis,without warranties of its merchantability or fitness for any particular purpose.However,at the time of closing,all equipment shall be in working condition except as disclosed in writing by Seller to Buyer. It is the Buyer's sole responsibility to inspect the equipment prior to closing to determine that the equipment is in working condition. 11. Loss or Damage:In the event there is any loss or damage to the Business assets or equipment included in this sale at any time prior to closing, the risk of loss shall be upon Seller. Immediately from and after closing,all risk of loss or damage shall be upon Buyer. 12 Business Deposits:Any and all amounts currently on deposit for the benefit of the Business for utility services,leases,insurance,etc.,are and shall remain the sole property of Seller and are not included as part of the Purchase Price.Buyer shall,as of the date of closing,deposit such monetary amounts as is necessary to continue the operation ofthe Business or the Seller shall receive a credit for such deposits at closing. 13. Operation of the Business before Closing: Seller hereby agrees,from the date of execution of this Contract to the Date of Closing,to carry on the business activities and operations of the Business diligently and in substantially the same manner as has been customary in the past. 14. Targeted Closing Date:The targeted c losing date shot lbe October 30,2020,with areasonable effort to close earlier. 15. Business Mail: After closing,Seller agrees that all mail they receive relating to the Buyer shall be immediately forwarded to Buyer,and Buyer agrees to immediately forward to Seller any personal mail of Seller. 3 oe 16E12 16. Business Records:At closing, Seller shall deliver such records to include copies of those documents necessary to conduct business with suppliers, vendors, manufacturers and customers of the Business. 17. Business Trade Name:Seller hereby grants Buyer,effective with the closing of this sale,any and all rights held by Seller in the trade name:"UNIVERSAL CONTROLS INSTRUMENT SERVICE COMPANY"and any variations thereof.Seller hereby waives anyrights thereto, and shall not directly or indirectly,after closing,make use of such name.If the corporate and business trade names of the Seller are the same or similar,the Seller shall be obligated to change its corporate name to a name unrelated to the Business name within ninety(90)days from the Date of Closing. 18. Formation of Business Entity by Buyer:It is acknowledged and agreed that Buyer may elect to form a business entity. In such event,the Buyer shall assign this Contract to the newly formed business entity.Buyer shall cause the business entity to ratify and adopt the terms and conditions of this Contract.The original Buyer shall continue to be personally liable for the performance of the terms, covenants and conditions herein. In the event the Buyer is a business entity,the signatory to this Agreement shall, in addition to the business entity,be personally liable for the performance of the terms, conditions and covenants contained herein. 19. Authority:The undersigned have full authority to enter into this Contract and to conclude the transaction described herein. This Agreement has been duly authorized, executed and delivered by Seller and Buyer, and constitutes a legal, valid and binding obligation, enforceable against each of them in accordance with its terms.The execution,delivery and performance of this Agreement by Seller and Buyer will not constitute a violation of its articles of organization,bylaws,operating agreement,or any other formation documents or third party agreement. 20. Governing Law:This Contract shall be governed by the laws of the State of Florida.The parties hereby consent to personal jurisdiction and venue for any action arising out of a breach of threatened breach of this Agreement in the Circuit Court in and for PASCO County, Florida.The parties hereby agree that any controversy which may arise under this Agreement would involve complicated and difficult factual and legal issues,therefore,any action brought by either party,alone or in combination with others,whether arising out of this Agreement or otherwise, shall be determined by a Judge sitting without a jury. Any breach of this Agreement shall result in the prevailing party being entitled to receive from the other party all of its reasonable attorneys' fees,costs,and expenses incurred at both the trial and appellate levels. 21. Waiver:No waiver of any provisions of this Contract shall be effective unless it is in writing, signed by the party against whom it is asserted and any such waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing waiver. 4 C 16E12 22 Paragraph Headlines:Captions and paragraph headlines in this Contract arc for convenience and reference only and do not define, describe, extend or limit the scope or intent of this Contract or the provisions herein. 23. Binding Effect;Survival of Provisions:This Contract shall bind and inure to the benefit of the successors,assigns,personal representatives,heirs and legatees of the parties hereto,The parties acknowledge that this Contract,including all covenants,representations,warranties and agreements,shall survive the closing of this transaction. 24. Entire Agreement:Time is ofthe Essence.This Contract constitutes the entire agreement and understanding of the parties and cannot be modified except in writing executed by all parties. 25. Severability:In the event that any of the terms,conditions or covenants of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction,the validity and enforceability of the remaining provisions,or portions thereof,shall not be affected thereby and effect shall be given to the remaining provisions. 26. Typewritten or Handwritten Provisions:Typewritten or handwritten provisions inserted in this form and acknowledged by the parties by their initials shall control all printed provisions in conflict therewith. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD,SEEK THE ADVICE OF AN ATTORNEY PRIORTO SIGNING.BUYER AND SELLER ARE ADVISED TO VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL FOR LEGAL ADVICE. Additional terms agreed to by Parties: t OFFER;Buyer offers to purchase theyrOp rty on the above terms and conditions.Unless acceptance is signed by Seller and a signed copy tvered to Buyer or Buyer's agent no later than 5:00 p.m.on October 30,2020,Buyer i r ' e this,offer. f� J,; Buyer: -7". Dated: / -� , 2 e) Name:Gary De er 5 O.d 16E12 ACCEPTANCE:Seller accepts Buyer's offer and agrees to sell the above described business and assets on the terms and conditions of the contract outlined above.Seller acknowledges fully reading, understanding and receiving a copy of this document. 11 fij�0):4/ Ilki�:. L ,. Dated:ilf_AZAIDO Sharon O.Forrester Gossamer Bay, Inc. 6 16E12 Schedule"A" The following two(2)vehicles: I. VIN IGCRCREC8GZ110760-2016 Chevrolet 2. VIN KNDMC5C18G6148060-20I6 Kia The current contracts to be assigned: • City of Cocoa—PO#74823 o Expires 07/07/2020—Renewal pending • City of St. Petersburg—PO#204529 o Expires 09/30/2020—Renewal pending • City of West Palm Beach ECR—Contract#25136 o Expires 04/30/2021 • Palm Beach County—Contract#15062D o Expires 08/17/2020—Renewal pending • Pinellas County—Contract#145-0192-B(LN) o Expires 10/20/2020—Renewal pending • Sarasota County—Contract#1917770100 o Expires 07/21/2022 • Town of Jupiter Island—IFB#191777J o Expires 11/04/2022 (Instrument List attached) 7 Od J Detail by Entity Name Page 1 of 2 16E12 Florida Department of State DIVISION OF CORPORATIONS 1t `�' l of 41-4.org CUr)Pr.) <\-rfc (� lowssu....7.01011,m0.11114% fin ,lli,HI/;fur..,,/IIwtfLI,,,f,,f Department of State I Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation UNIVERSAL CONTROLS INSTRUMENT SERVICES, INC. Filing Information Document Number P20000080081 FEI/EIN Number 85-3537810 Date Filed 10/05/2020 Effective Date 10/15/2020 State FL Status ACTIVE Principal Address 4925 CROSS BAYOU BOULEVARD NEW PORT RICHEY, FL 34652 Changed: 02/10/2021 Mailing Address 4925 CROSS BAYOU BOULEVARD NEW PORT RICHEY, FL 34652 Changed: 02/10/2021 Registered Agent Name&Address DEREMER,GARY 4925 CROSS BAYOU BOULEVARD NEW PORT RICHEY, FL 34652 Officer/Director Detail Name&Address Title CEO, P DEREMER, GARY A 4925 CROSS BAYOU BOULEVARD NEW PORT RICHEY, FL 34652 Title CFO RUPE, KAYCEE 4925 CROSS BAYOU BOULEVARD NEW PORT RICHEY, FL 34652 file:///C:/Users/PRISCI-1/AppData/Local/Temp/Low/CIDH644T.htm 5/6/2021 Detail by Entity Name Page 2 of 2 I6E12 Title VP SALIBA, CHRISTOPHER 4925 CROSS BAYOU BOULEVARD NEW PORT RICHEY, FL 34652 Title VP BALEVRE, RANDY 4925 CROSS BAYOU BOULEVARD NEW PORT RICHEY, FL 34652 Title VP FORRESTER, SHARON 0 1906 LAKE ARIANA BOULEVARD AUBURNDALE, FL 33823 Annual Reports Report Year Filed Date 2021 02/10/2021 2021 02/19/2021 Document Images 02/19/2021--AMENDED ANNUAL REPORT View image in PDF format 02/10/2021—ANNUAL REPORT View image in PDF format 10/05/2020—Domestic Profit View image in PDF format Flortoa Department of State,Division of Corporations file:///C:/Users/PRISCI-1/AppData/Local/Temp/Low/CIDH644T.htm 5/6/2021 16E12 A�RD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/26/21 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 LOU MORRISON LOUIS MORRISON rA .N FAz— — (ac0.Eat1:888-494-9844 Lac,No):407-809-5283 LOUIS MORRISON C&C CONSULTANTS E-MAIL o IESS:HALMORRISON@HOTMAIL.COM P.O. BOX 701340 INSURER(S)AFFORDING COVERAGE NAIC 0 ST.CLOUD, FL 34770-1340 INSURER A:PHILADELPHIA INDEMNITY INS.CO. 18058 INSURED INSURER B:CRUM&FORSTER SPECIALTY INS.CO. 44520 UNIVERSAL CONTROLS INSTRUMENT SERVICES, INC. INSURER C: 4939 CROSS BAYOU BLVD INSURER D: NEW PORT RICHEY, FL 34652 INSURERS: 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 ADDL'SUBR LTR TYPE OF INSURANCE INSR I WVD POLICY NUMBER POLICY EFF POLICY EXP X COMMERCIAL GENERAL LIABILITY (MMIDDIYYVY) (MMlDDIYYYYI LIMITS ; PHPK2206464 11/30/20 11/30/21 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE i, OCCUR DAMAGE TO RENTED I , PREMISES(Ea occurrence) $ 1,000,000 i MED EXP(Any one person) $ 10,000 --- PERSONAL&ADV INJURY I$ 1,000,000 GENII-AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 POLICY I JE T I LOC PRODUCTS-COMP/OPAGG $ 3,000,000 OTHER: $ AUTOMOBILE UABIUTY COMBINED SINGLE LIMIT $ ANY AUTO .(Ea accident BODILY INJURY(Per person) i$ OWNED SCHEDULED — AUTOS ONLY — AUTOS BODILY INJURY(Per ac ident) $ HIRED NON-OWNED PROPERTY DAMAGE $ — — AUTOS ONLY _ AUTOS ONLY , Per accident__, I $ A . UMBRELLA LIAR X OCCUR PHUB746293 11/30/20 11/30/21 .EACH OCCURRENCE $ 10,000,000 X EXCESS LIAB CLAIMS-MADE EXCESS OF CGL,AUTO LIABILITY -- —" r -1-1 - ---- &EMPLOYERS LIABILITY AGGREGATE $ 10,000,000 i I DED I RETENTION$ - $ WORKERS COMPENSATION PER OTH- • AND EMPLOYERS'LIABILITY Y IN STATUTE I ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ $ OFFICER/MEMBER EXCLUDED? I E.L.EACH ACCIDENT NIA (Mandatory in NH) I E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 5 CONTRACTORS POLLUTION LIABILITY iPKC-110432 11/30/20 11/30/21 '$5,000,000 LIMIT $5,000,000 AGG PROFESSIONAL LIABILITY $2,000,000 LIMIT $2,000,000 AGG I DESCRIPTION OF OPERATIONS 1 LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more apace is required) "FOR ANY AND ALL WORK PERFORMED ON BEHALF OF COLLIER COUNTY. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS, OR, BOARD OF COUNTY COMMISSIONERS IN COLLIER COUNTY, OR,COLLIER COUNTY GOVERNMENT,OR, COLLIER COUNTY ARE INCLUDED AS ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY POLICIES AND NON-CONTRIBUTORY BASIS IF AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT." CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY BOARD OF COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE COMMISSIONERS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 TAMIAMI TRAIL E. NAPLES, FL 34112 AUTHORIZED REPRESENTATIVE c<10.4,07,44091 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 16E12 Client#: 1922268 569USWAT ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 4/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CON TACT NAME: Tricia Byrne McGriff Insurance Services (A/C,No,Ext):813-682-1510 X888-632-8451 12485-28th Street North E-MAIL —_—_ (A/C,No): — ADDRESS: Patricia.byrne@mcgriff.com Saint Petersburg,FL 33716 —_-__ 727 327-7070 INSURER(S)AFFORDING COVERAGE NAIL p INSURER A:Great American Alliance Insurance Co. 26832 INSURED INSURER B:Philadelphia Indemnity Insurance Co. 18058 Universal Controls Instrument Services, — — — ------ Inc. INSURER C: 4939 Cross Bayou Blvd INSURER D: — — — --- New Port Richey, FL 34652-3434 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 ADDL SUER POLICY EFF POLICY EXP —— LTR TYPE OF INSURANCE — I—_ -- INSR WVD POLICY NUMBER CMM/DD/YVYyl(MM/DD/YYYY) — UMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ I CLAIMS-MADE r I OCCUR PREMISES(Ea occurrence) $ --- --.— MED EXP(Any one person) $ -- -- — PERSONAL&ADV INJURY $ GEM_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 1 POLICY Cl JECTT [I LOC PRODUCTS-COMP/OP AGG $ OTHER: B AUTOMOBILE LIABILITY X PHPK2206462 11/30/2020 11/30/2021 oa acB.clideD)INGLE LIMIT $1,000,000_ XI ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED -- — ----------- AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X AUTOSUT ONLY X AUTOS ONLY PROPERTY DAMAGE $ — (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED 1 RETENTION$ $ A WORKERS COMPENSATION N WCE54616201 10/31/2020 10/31/2021 X PER �OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE - OFFICER/MEMBER EXCLUDED? I N/A E.L.EACH ACCIDENT Si OOO,OOO (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1 00O 000 If yes,describe under r , DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County,OR, Collier County Government,OR,Collier County are included as additional insured with respect to Automobile Liability Policies and non-contributory basis if and to the extent required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East Naples, FL 34112 AUTHORIZED REPRESENTATIVE 44 M M wit„ ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S27831071/M26827000 ------- This page has been left blank intentionally. 6 E 1 2