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HomeMy WebLinkAbout2024-436-E-Solid Waste-JetClean America-Jet Cleaning of Leachate linesRevised 01/24 1 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 30th day of July , 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and JetClean America, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): The cleaning of leachate lines at the closed MSW landfill located at 1514 Eubanks Rd Chapel Hill, NC 27516 as setforth on Attachment 1. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB Revised 01/24 2 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB Revised 01/24 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): The cleaning of leachate lines at the closed MSW landfill located at 1514 Eubanks Rd Chapel Hill, NC 27516 as setforth on Attachment 1. 4. Duration of Services a. Term. The term of this Agreement shall be from July 30, 2024 to September 30, 2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be no earlier than July 30, 2024. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Sixteen Thousand, four hundred Dollars ($16,400.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Robert Williams) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB Revised 01/24 4 Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB Revised 01/24 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB Revised 01/24 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB Revised 01/24 7 functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Director, Solid Waste JetClean America P.O. Box 8181 1660 Sea Breeze Drive Hillsborough, NC 27278 Tarpon Springs, FL 34689 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ County Manager By: __________________________________ Ralph Calistri, Managing Partner Printed Name and Title Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB Managing Member Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: JetClean America, LLC Vendor Contact Person: Ralph Calistri Phone: 813-267-7821 Address: 1660 Sea Breeze Drive City Tarpon Springs State: Florida Zip: 34689 Department: Solid Waste Management Amount: $16,400.00 Purpose: Jet Cleaning of Leachate lines Budget Code(s): 50351020-805000 Vendor # N/A Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date July 30, 2024 End Date Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prio r to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have alread y begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for D ocusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB 7/26/2024 7/29/2024 7/29/2024 7/29/2024 JETCLEAN AMERICA ------------------------------------------------------------------------ HIGH PRESSURE WATER JETTING – EXPLOSION PROOF INSPECTIONS PIPE LOCATING – NO DIG POINT REPAIRS – VACUUM TRUCK SERVICES ------------------------------------------------------------------------ 1660 Sea Breeze Drive TEL : 800-226-8013 Tarpon Springs, FL 34689 FAX : 813-926-4616 www.jetcleanamerica.com PROPOSAL DATE : 7/16/2024 TO : Bruce Woody – Orange County Solid Waste FROM : Ralph Calistri (jetcleanamerica@yahoo.com) SUBJECT : Orange County LF – Existing LCS Piping - Jet/Video Project Proposal Thank you for your inquiry. We confirm our capability and interest in carrying out this work for Orange County Solid Waste in Chapel Hill, NC. JETCLEAN AMERICA specializes in leachate collection system maintenance and inspection, and has developed a considerable amount of specific expertise in this field over the last 35+ years. Our company has worked at an extensive number of landfills in Florida, Georgia, the Carolinas, Delaware, and westward to Arkansas. We have worked with most engineering companies active in this field, and have also fostered excellent working relationships with the regulatory authorities. We use modified jetting equipment designed to achieve extended pipe distances found in landfill environments and our explosion proof camera equipment complies with all OSHA and DENR mandates for methane piping. Substantial references are available on request. Based upon our prior work in the existing piping, we propose as follows: High-pressure water-jetting and explosion-proof video-inspection of roughly 9,500 LF (17 pipes) of existing HDPE leachate collection piping at the above location in Chapel Hill, NC $ 16,400.00 (Including Mob / Demob) Subject to:  Additional quantities over those quoted above at prorated amount of $1.73 / LF.  An adequate, no charge, water supply for jetcleaning via high flow source.  Exposed and opened cleanouts at ground level.  2 wheel drive vehicle access within 10’-15’ of each pipe access location.  No debris pumping or removal is included, throughput from pipe jetting will be directed downstream toward pump stations and/or sumps.  Our equipment and procedures fully meet OSHA and DEQ requirements. In particular our video inspection equipment is certified Class 1, Division 1, Gas Groups C & D (i.e. explosion proof). This is required by in methane piping. ATTACHMENT 1 Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB  Current technology limitations may preclude the use of tractor video systems (range of up to 1,350’ in ideal conditions) in lines restricted to cleanout access. If a push video system has to be used, we will be limited to a maximum 300’– 500’ from each point of entry.  All video-inspections will begin at available access locations and continue into the pipes as far as possible. Additional access may be required for complete coverage.  Standby time for delays not of our making (site training, access problems, etc) at $250.00 per hour.  Pipes affected by heavy non-routine silting, requiring more than 1 pass of the jet nozzle for removal, will require additional hourly billing for extended jetcleaning and video-inspection time.  Pricing is unrelated to actual or achieved footages but on the number of setups required and the time we anticipate being on site.  Payment: Net 30 days Regards, Ralph Calistri - Jetclean America – 800-226-8013 Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/16/2024 Wallace Welch &Willingham,Inc. 300 1st Ave.So.,5th Floor Saint Petersburg FL 33701 727-522-7777 727-521-2902 certificates@w3ins.com Colony Insurance Company 39993 JETCOFA-01 FCCI Ins.Co.10178JetcleanAmerica,LLC 1660 Sea Breez Dr Tarpon Springs FL 34689 Auto-Owners Insurance Company 18988 Owners Ins.Co.32700 2082598923 A X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X X PACEP4266976 12/12/2023 12/12/2024 5,000,000 C 1,000,000 X X X 5460863201 7/12/2024 7/12/2025 PIP 10,000 A X 2,000,000 X EXC4266977 12/12/2023 12/12/2024 2,000,000 B X N WC010006381803 12/12/2023 12/12/2024 1,000,000 1,000,000 1,000,000 A A D Pollution Liability Professional Liability Auto Liability -NC PACEP4266976 PACEP4266976 5460863200 12/12/2023 12/12/2023 7/12/2024 12/12/2024 12/12/2024 7/12/2025 Aggregate Each Wrongful Act CSL -Each Accident 1,000,000 1,000,000 1,000,000 Automatic additional insured applies in favor of Orange County,its officers,agents and employees if required by written contract,subject to terms,conditions, and exclusions of the policies,per attached blanket endorsement forms. Automatic waiver of subrogation applies Orange County,its officers,agents and employees if required by written contract,subject to terms,conditions,and exclusions of the policies,per attached blanket endorsement forms. Excess follows form applies excess of General Liability,Automobile Liability and Employer's Liability. Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough NC 27278 Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB EPACE001-0415 Page | 47 Misrepresentation or concealment by one insured shall not prejudice the interest or coverage for another insured under this Policy, except where such latter insured is a parent, subsidiary, or affiliate of the insured that committed such misrepresentation or concealment. For the purposes of this condition, an “affiliate” means an entity that directly or indirectly is controlled by, or is under common control with, the insured that committed such misrepresentation or concealment. Notwithstanding the forgoing, nothing stated herein shall preclude us from seeking and obtaining rescission of this Policy in the event of a material misrepresentation in the application for insurance. In addition, nothing stated herein shall operate to increase the limit(s) of liability provided hereunder. 16. Sole Agent The first named insured shall act on behalf of all insureds for the payment of the Deductible, payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, giving and receiving notice of cancellation, and the exercise of the rights provided in section XXIV. EXTENDED REPORTING PERIODS. 17. Subrogation In the event of any payments made pursuant to this Policy, we shall be subrogated to any insured’s rights of recovery against any person, entity or organization. The insured shall execute and deliver instruments and papers and do whatever is necessary to secure and perfect such rights. No insured shall do anything to prejudice such rights. Any recovery obtained as a result of subrogation, after such expenses incurred in the subrogation proceedings are deducted by us, shall accrue first to the insured to the extent of any payments in excess of the Limit of Liability; then us to the extent of any payments made under this Policy; and then to the insured to the extent of its Deductible. However, solely with respect to Coverage Part 1 or Coverage Part 2, if the insured has waived rights of recovery against any person, entity or organization prior to a loss or claim, we waive any right to recovery we may have under the policy against such person, entity or organization. 18. Voluntary Payments The insured shall not settle any claim or suit or, with the exception of emergency expenses, make any voluntary payments without our prior written consent. If we recommend a settlement, the insured shall have the opportunity to consent to it, such consent not to be unreasonably withheld or delayed. If we recommend a settlement that is acceptable to a claimant for a total amount in excess of the applicable Deductible and within the applicable Limits of Liability and the insured refuses to consent to such settlement, then our liability for loss shall be limited to that portion of the recommended settlement, and the legal defense costs incurred as of the date of the insured’s refusal, which exceeds the Deductible and falls within the applicable Limit of Liability. XXIV. EXTENDED REPORTING PERIODS This section XXIV. applies to Coverages 2C, 2D and 3 only. 1. We will provide one or more Extended Reporting Periods, as described below, if this Policy is terminated for any of the following reasons: a. Cancellation by us for any reason other than failure to pay a premium when due or fraud or material misrepresentation; Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB EPACE001-0415 Page | 45 where the claim arose or is being defended. In addition, we may exercise our right to require that such counsel: a. meet certain minimum qualifications with respect t o competency, including possessing a minimum of five (5) years experience in defending claims similar to those asserted against the insured; b. maintain suitable errors and omissions insurance coverage; and c. agree, in writing, to respond in a timely manner to our requests for information regarding the claim . An insured may, at any time, waive any right it may have to select independent counsel. 13. Inspection and Audit With reasonable notice to you, we shall be permitted, but not obligated, to inspect, sample and monitor on a continuing basis your property, equipment and/or operations. Neither our right to make inspections, sample and monitor, nor the actual undertaking thereof, nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of you or others, to determine or warrant that such property or operations are safe, healthful or conform to acceptable engineering practice or are in compliance with environmental laws, or any other law, rule or regulation. Further, the first named insured agrees on behalf of all insureds, to grant us both the right to interview, and access to, any insured whom we reasonably believe may have relevant information pertaining to any claim or pollution condition potentially covered under this Policy. 14. Other Insurance If other valid and collectible insurance is available for any loss subject to coverage under this Policy, our obligations are limited as follows: a. Primary Insurance Except as provided in paragraph b. below, this insurance is primary. When this insurance is primary, our obligations are not affected unless any of the other insurance is also primary, in which case we will share with all other primary insurance by the method described in paragraph c. below. However, in the event that a written contract, written agreement or permit requires this insurance to be primary for any person or organization that you agreed to insure, and provided such person or organization is an insured under this Policy, this insurance will be primary and we will not seek contribution from any other insurance issued to such person or organization. b. Excess Insurance This insurance is excess over: (1) Any other insurance, whether primary, excess, contingent or on any other basis that is: (i) Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for your work; (ii) Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) insurance applicable to loss arising out of the maintenance or use of aircraft, autos or watercraft; Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule All persons or organizations that,in a written contract executed by both parties prior to the date of the injury covered by this policy,require you to obtain this agreement from us. NOTE:This endorsement does not apply to any work completed at job sites located in Kentucky. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12-12-23 Policy No.WC0100063818-03 Endorsement kJ/. Insured JETCLEAN AMERICA LLC Erbium $Ijzcl . Insurance Company FCCI Insurance Company Countersigned By / WC 00 03 13 (Ed.4-84) ©1983 National Council on Compensation Insurance. Insured Copy Docusign Envelope ID: 06AB3B5F-54E7-44B0-87A0-CF612E1799BB