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HomeMy WebLinkAboutCity of Tamarac Resolution (137)1 Temp. Reso. #9779 Page 1 of 1 May 1, 2002 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2002-137 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO AWARD BID NO. 02- 07B TO ENSAT CORPORATION FOR INSTALLATION OF A FUEL MONITORING SYSTEM; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH ENSAT CORPORATION; AUTHORIZING AN EXPENDITURE IN AN AMOUNT NOT TO EXCEED $27,880.00; AUTHORIZING BUDGETARY TRANSFERS AS NECESSARY FOR PROPER ACCOUNTING PROCEDURES; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Public Works Fleet Services Division is responsible for providing fuel for the entire City fleet; and WHEREAS, fuel dispensing is provided through a fuel island at Public Services Administration complex and daily leak detection is a major requirement of the Broward County Department of Planning and Environmental Protection (DPEP); and WHEREAS, the only electronic detection system presently installed is one for water monitoring wells, which is defective and obsolete and does not meet compliance requirements any longer; and WHEREAS, the proposed digital replacement system will provide for tank calibration, leak detection, inventory monitoring and reporting, and groundwater monitoring and many other functions; and WHEREAS, the City of Tamarac publicly advertised Bid No. 02-07B for installation Temp. Reso. #9779 Page 2 of 2 May 1, 2002 of a fuel monitoring system, a copy of which is hereto attached as Exhibit 1, on March 17 and March 24, 2002; and WHEREAS, on April 10, 2002, the following four (4) bids were received and reviewed in order to determine cost and responsiveness, a copy of the bid tabulation attached hereto as Exhibit 2; and Bidder Bid Amount ENSAT Corporation $27,880.00 Petroleum Management $28,180.00 Guardian Fueling Technologies $29,606.00 Glasgow Equipment Services $31,139.36 WHEREAS, ENSAT Corporation was found to be the lowest responsive and responsible bidder; and WHEREAS, reference checks were conducted and proved to be satisfactory; and WHEREAS, based upon the results of the bidding process and satisfactory references, it is recommended that the City award Bid No. 02-07B to ENSAT Corporation for installation of a fuel monitoring system in an amount not to exceed $27,880; and WHEREAS, funding is available for said purpose within Fleet Services Fund and Capital Improvement Project; and WHEREAS, the Director of Public Works, Purchasing and Contracts Manager, and Project Manager recommend the award of Bid No. 02-07B to ENSAT Corporation for installation of a fuel monitoring system in an amount not to exceed $27,880; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac to award of Bid No. [7 Temp. Reso. #9779 Page 3 of 3 May 1, 2002 02-07B to ENSAT Corporation for installation of a fuel monitoring system in an amount not to exceed $27,880. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, THAT: SECTION 1: The foregoing "WHEREAS" clauses are HEREBY ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. SECTION 2: The appropriate City Officials are HEREBY authorized to award Bid No. 02-07B to ENSAT Corporation for installation of a fuel monitoring system in an amount not to exceed $27,880. SECTION 3: The appropriate City Officials are HEREBY authorized to execute an Agreement with ENSAT Corporation, a copy of said Agreement attached hereto Ft.7Mi 111MR3 SECTION 4: An expenditure in an amount not to exceed $27,880 is HEREBY authorized. SECTION 5: Budgetary transfers, which may be required for proper accounting purposes and financial control, are hereby authorized. SECTION 6: All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 7: If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or Temp. Reso. #9779 Page 4 of 4 May 1, 2002 application, and to this end the provisions of this Resolution are declared to be severable. SECTION 8: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED, AND APPROVED this 22nd day of May, 2002. ATTEST: MARIO" ENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLU-NION as to form. MYfCHELL"S". K CITY ATTORI' RECORD OF COMMISSION VOTE: MAYOR SCHREIBER A el DIST 1: V/M. PORTNER fl !k DIST 2: COMM. MISHKIN�_ Dill 3: COMM. SULTANOF�_ IST 4: COMM. ROBERTS A e, U:\adm correspondence\agenda\9779RES-Fuel Monitoring System Bid Award.doc u 1-1 EXHIBIT 1 TEMP. RESO. No. 2q9 INVITATION TO BID ■ 1116070. BID #02-0713 INSTALLATION OF FUEL MONITORING SYSTEM City of Tamarac s Purchasing Division 7525 NW 88" Avenue Room 108 s Tamarac, Florida 33321-2401 t (954) 724-2450 t TABLE OF CONTENTS Invitationto Bid..................................................................................................... 2 Instructionsto Bidders..........................................................................................3 General Terms and Conditions............................................................................. 3 SpecialConditions..............................................................................................10 Technical Specifications.....................................................................................17 Bid Coversheet Checklist.................................................................................... 20 Attachment "A" Bid Form...............................................................................1 of 5 Attachment "B" Non -Collusive Affidavit..........................................................1 of 2 Attachment «C" Certification...........................................................................1 of 1. Attachment "D" Offeror's Qualification Statement..........................................1 of 5 Attachment "E" References...........................................................................1 of 1 Attachment "F" Vendor Drug -Free Workplace...............................................1 of 1 • Attachment "G" List of Subcontractors...........................................................1 of 1 Attachment "H„ Bid Bond...............................................................................1 of 2 Attachment "I" Certified Resolution................................................................ 1 of 1 Attachment "J" Application for Payment......................................................... 1 of 1 Attachment "K" Change Order.......................................................................1 of 1 Attachment "L" Final Release of Lien by Contractor ...................................... 1 of 2 Standard Form of Agreement........................................................................1 of 7 1 INVITATION TO BID BID NO.02-07B Sealed bids, addressed to the Purchasing and Contracts Manager of the City of Tamarac, Broward County, Florida, will be received in the Purchasing Office, 7525 NW 88th Avenue, Tamarac, Florida 33321-2401 until Wednesday, April 10, 2002 at 2:00 p.m., at which time bids will be publicly opened and announced for: INSTALLATION OF FUEL MONITORING SYSTEM All bids received after the date and time stated above will be returned unopened to the Bidder. All Bidders are invited to attend the opening. One (1) original and two copies (2) of the bid shall be submitted on an official bid form furnished with the bid package and those submitted otherwise will not be considered responsive. The submittal shall be plainly marked "Bid No. 02-07B, INSTALLATION OF FUEL MONITORING SYSTEM, opening Wednesday, April 10, 2002 at 2:00 p.m." on the outside of the envelope. A 5% Bid Bond must be submitted with each bid. The work to be performed consists of the Contractor furnishing all labor, materials, tools, and equipment necessary as indicated in the specifications herein and generally includes the installation of a new fuel monitoring system for the two underground storage tanks at the City's Public Works Compound fueling island. The City reserves the right to accept or reject any or all bids, or any part of any bid, to waive any informalities, and to award in the best interest of the City of Tamarac. Bid documents will be available for review and may be obtained from the Purchasing Office at the above address. For non -technical inquiries, contact the Purchasing Office at (954) 724-2450; and for technical issues, contact Jean Dupuis at (954) 724-1357. Anne M. Lodato, CPPB Senior Buyer Publish Sun Sentinel: Sunday, 3/17/2002 and 3/24/2002 0 1, K: 1.01 r] L INSTRUCTIONS TO BIDDERS INSTALLATION OF FUEL MONITORING SYSTEM BID NO. 02-07B It is the intent of the City to award this bid to the lowest responsible and responsive bidder. The City reserves the right to accept or reject any or all bids and to waive any informality concerning the bids when such rejection or waiver is deemed to be in the best interest of The City of Tamarac. The City reserves the right to award the bid on a split order basis, lump sum or individual item basis unless otherwise stated. DESCRIPTION OF WORK The City of Tamarac is interested in obtaining proposals from qualified Contractors for the Installation of Fuel Monitoring System within the City of Tamarac, FL. The work consists of furnishing all labor, materials, equipment, tools, service and supervision necessary to properly complete the project. Installation shall be by a licensed Contractor and crew with at least three (3) years of verifiable full-time experience with projects of similar nature or dollar cost. GENERAL TERMS AND CONDITIONS These general terms and conditions apply to all offers made to the City of Tamarac by all prospective Bidders including but not limited to Request for Quotes, Request for Bids and Request for Proposals. As such the words "bid" and "proposal" are used interchangeably in reference to all offers submitted by prospective bidders. SUBMISSION OF THE BID The Bidder is directed to deliver sealed bids to the City's Purchasing Office, City of Tamarac, 7525 N. W. 88th Avenue, Tamarac, Florida 33321, on Wednesday, April 10, 2002 at 2:00 p.m. At this time the bids will be opened, the names of all Bidders will be announced and all bids shall be a matter of public record. All Bidders and their representatives are invited to attend. The Bidder must show the bid number, bid name, time and date of the bid opening on the outside of the sealed bid package. Delivery of the sealed bids to the City Purchasing Office on or before the above date is solely and strictly the responsibility of the Bidder. Late bids will be returned unopened to the Bidder. It is the Bidders responsibility to read and understand the requirements of this bid. Unless otherwise specified the Bidder must use the bid form furnished in the bid packet. Bidders are required to state exactly what they intend to furnish to the City via this Solicitation and must indicate any variances to the terms, conditions and specifications of this bid, no matter how slight. If variations are not stated in the bid, it shall be construed that the Bidders bid fully complies with all conditions identified in this bid. The Bidder shall submit one (1) original and two (2) copies of the bid. The original bid must be manually and duly signed in ink by a Corporate Officer, Principal, or Partner with the authority to bind the bidding company or firm by his/her signature. All quotations must be typewritten or filled in with pen and ink. Bids having erasures or corrections must be initialed in ink by the Bidder. All prices, terms and conditions quoted in the submitted bid will be firm for acceptance for sixty days from the date of the bid opening unless otherwise stated by the City. 2. BONDING An acceptable Bid Bond, Cashier's Check, or Certified Check payable to the City of Tamarac in amount not less than 5 % (percent) of the bid, must accompany the bid. Additional bonding may be required in the Special Terms and Conditions of this invitation. The Bonding must be executed by a surety company authorized to do business in the State of Florida or secured in a manner satisfactory to the City of Tamarac. 3. WITHDRAWAL OF BID Any Bidder may withdraw its bid prior to the indicated opening time. The request for withdrawal must be submitted in writing to the City Purchasing Office. 4. PUBLIC ENTITY CRIMES FORM 0 A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a Contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for Category Two for a period of 36 months from the date of being placed on the convicted vendor list. S. NON -COLLUSIVE AFFIDAVIT Each Contractor shall complete the Non -Collusive Affidavit and shall submit the form with the Proposal. The City considers the failure of the Contractor to submit this document to be a major irregularity and may be cause for rejection of the Proposal. 6. QUANTITIES Quantities shown are estimates only. No guarantee or warranty is given or implied by the City as to the total amount that may or may not be purchased from any resulting contract. The City reserves the right to decrease or increase quantities or add or delete any item from the contract if it is determined that it best serves the interests of the City. is 4 r 0 7. PRICES, PAYMENTS AND DISCOUNTS Bid prices shall be fixed and firm to the extent required under Special Conditions. Payment will be made only after receipt and acceptance of materials/services. Cash discounts may be offered for prompt payment; however, such discounts shall not be considered in determining the lowest net cost for bid evaluation. Bidders are encouraged to provide prompt payment terms in the space provided on the Bid Form. If no payment discount is offered, the Bidder shall enter zero (0) for the percentage discount to indicate net 30 days. If the Bidder does not enter a percentage discount, it is understood and agreed that the payment terms shall be 2% 10 days, net 30 days effective on the date that the City receives an accurate invoice or accepts the product, whichever is the later date. Payment is deemed to be made on the date of the mailing of the check. 8. DELIVERY All items shall be delivered F.O.B. destination to a specific City of Tamarac address. All delivery cost and charges must be included in the bid price. All exceptions shall be noted. Failure to do so may be cause for rejection of the bid. The City reserves the right to cancel orders or any part thereof, without obligation if delivery is not made at the time specified in the bid. Installation shall be completed within 30 days from the Notice to Proceed date. 9. BRAND NAMES Manufacturers' name, brand name, model number or make is used in these specifications for the sole purpose of establishing minimum requirements of quality, performance and design. Approved equal is added to the specifications to avoid ruling out qualified competition. Where equal is bid, the Bidder must submit brochures, specifications in detail and/or samples. The City shall be the sole judge of equality. 10. SAMPLES AND DEMONSTRATIONS When requested, samples are to be furnished free of charge to the City. If a sample is requested it must be delivered within seven days of the request unless otherwise stated in the bid. Each sample must be marked with the bidder's name and manufacture's brand name. The City will not be responsible for returning samples. The City may request a full demonstration of any product or service before the award of a contract. All demonstrations will be done at the expense of the Bidder. 11. CONDITIONS OF MATERIALS All materials and products supplied by the Bidder in conjunction with this bid shall be new, warranted for their merchantability, fit for a particular purpose, free from defects and consistent with industry standards. The products shall be delivered to the City in excellent condition. In the event that any of the products supplied to the City are is found to be defective or do not conform to the specifications, the City reserves the right to return the product to the Bidder at no cost to the City. 5 12. COPYRIGHTS OR PATENT RIGHTS The Bidder warrants that there has been no violation of copyrights or patent rights in manufacturing, producing or selling the goods shipped or ordered as a result of this bid. The seller agrees to hold the City harmless from all liability, loss or expense occasioned by any such violation. 13. SAFETY STANDARDS The Bidder warrants that the product(s) supplied to the City conforms in all respects to the standards set forth in the Occupational Safety and Health Act and its amendments to any industry standards if applicable. In compliance with Chapter 442, Florida Statutes, any toxic substance delivered from a contract resulting from this bid must be accompanied by a Material Safety Data Sheet (MSDS). A Material Safety Data Sheet should also be submitted to the City of Tamarac Risk Management Division, 7525 NW 88t" Avenue, Tamarac FL 33321-2401. 14. PERFORMANCE Failure on the part of the Bidder to comply with the conditions, terms, specifications and requirement of the bid shall be just cause for the cancellation of the bid award. The City may, by written notice to the Bidder, terminate the contract for failure to perform. The date of termination shall be stated in the notice. The City shall be the sole judge of nonperformance. 15. DEFAULT In the event that the Bidder defaults on the contract or the contract is terminated for cause due to performance, the City reserves the right to obtain the materials or services from the next lowest Bidder or other source during the remaining term of the contract. Under this arrangement the City will charge the Bidder any excess cost occasioned or incurred thereby and shall apply to any bid bond required. 16. TERMINATION FOR CONVENIENCE OF CITY Upon seven (7) calendar days written notice delivered by certified mail, return receipt requested, to the Bidder, the CITY may without cause and without prejudice to any other right or remedy, terminate the agreement for the CITY's convenience whenever the CITY determines that such termination is in the best interest of the CITY. Where the agreement is terminated for the convenience of the CITY the notice of termination to the Bidder must state that the contract is being terminated for the convenience of the CITY under the termination clause and the extent of termination. Upon receipt of the notice of termination for convenience, the Bidder shall promptly discontinue all work at the time and to the extent indicated on the notice of termination, terminate all outstanding sub -Contractors and purchase orders to the extent that they relate to the terminated portion of the Contract and refrain from placing further orders and sub- contracts except as they may be necessary, and complete any continued portions of the work. In the event that the Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify the City against loss pertaining to this termination. 6 Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City should the Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Contractor of written notice of such neglect or failure. 17. ASSIGNMENT The Bidder shall not transfer or assign the performance required by this bid without the prior written consent of the City. Any award issued pursuant to this bid and monies that may become due hereunder are not assignable except with prior written approval of the City. 18. EMPLOYEES Employees of the Bidder shall at all times be under its sole direction and not an employee or agent of the City. The Bidder shall supply competent and physically capable employees. The City may require the Bidder to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable. Bidder shall be responsible to the City for the acts and omissions of all employees working under its directions. 19. TAXES The City of Tamarac is exempt from all Federal, State, and Local taxes. An exemption certificate will be provided where applicable upon request. 20. BID PREPARATION EXPENSE The Bidder preparing a bid in response to this bid shall bear all expenses associated with its preparation. The Bidder shall prepare a bid with the understanding that no claim for reimbursement shall be submitted to the City for the expense of bid preparation and/or presentation. 21. SITE INSPECTION It shall be the responsibility of the Bidder to inspect the site before submission of bids. No plea of ignorance by the Bidder of conditions that exist or that may hereafter exist as a result of failure to fulfill the requirements of this contract will be accepted as the basis for varying the requirements of the City or the compensation to the Bidder. 22. OMISSION OF DETAILS Omission of any essential details from these specifications will not relieve the Bidder of supplying such product(s) as specified. 23. INSURANCE REQUIREMENTS Bidder agrees to, in the performance of work and services under this Agreement, comply with all federal, state, and local laws and regulations now in effect, or hereinafter enacted during the term of this agreement that are applicable to Contractor, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. 0 Bidder shall obtain at Bidder's expense all necessary insurance in such form and amount as required by the City's Risk Manager before beginning work under this Agreement. Bidder shall maintain such insurance in full force and effect during the life of this Agreement. Bidder shall provide to the City's Risk Manager certificates of all insurance required under this section prior to beginning any work under this Agreement. Bidder shall indemnify and save the City harmless from any damage resulting to it for failure of either Bidder or any subcontractor to obtain or maintain such insurance. The following are required types and minimum limits of insurance coverage that the Bidder agrees to maintain during the term of this contract: Limits Line of Business/ Coverage Occurrence Aggregate Commercial General Liability $1,000,000 $1,000,000 Including: Premises/Operations Contractual Liability Personal Injury Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Automobile Liability $1,000,000 $1,000,000 Workers' Compensation & Employer's Statutory Liability The City reserves the right to require higher limits depending upon the scope of work under this Agreement. Neither Bidder nor any subcontractor shall commence work under this contract until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of an insurance certificate and endorsement. The Bidder will ensure that all subcontractors will comply with the above guidelines and will maintain the necessary coverages throughout the term of this Agreement. All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and be licensed to do business in Florida. Policies shall be "Occurrence" form. Each carrier will give the City sixty (60) days notice prior to cancellation. The Bidder's liability insurance policies shall be endorsed to add the City of Tamarac as an "additional insured". The Bidder's Worker's Compensation carrier will provide a Waiver of Subrogation to the City. The Bidder shall be responsible for the payment of all deductibles and self -insured retentions. The City may require that the Bidder purchase a bond to cover the full amount of the deductible or self -insured retention. If the Bidder is to provide professional services under this Agreement, the Bidder must provide the City with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. "Claims - Made" forms are acceptable for Professional Liability insurance. 24. INDEMNIFICATION The Bidder shall indemnify and hold harmless the City of Tamarac, its elected and appointed officials and employees from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Bidder or his Subcontractors, agents, officers, employees or independent Contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City of Tamarac or its elected or appointed officials and employees. 25. CLARIFICATION TO TERMS AND CONDITIONS Where there appears to be variances or conflicts between the General Terms and Conditions and the Special Conditions and/or Detailed Specifications outlined in this bid, the Special Conditions and/or the Detailed Specifications shall prevail. The Bidder shall examine all bid documents and shall judge all matters relating to the adequacy and accuracy of such documents. Any inquires, suggestions, request concerning clarification or solicitation for additional information shall be submitted in writing to the City of Tamarac Purchasing and Contract Manager. The City shall not be responsible for oral interpretations given by any City employee or its representative. 26. BID TABULATION Bidders who wish to receive a mailed copy of the bid tabulation should enclose a stamped, self-addressed envelope with their bid, or request a faxed copy by including a fax number. Bid results will not be given out by telephone. The City does not notify unsuccessful bidders of contract awards. 27. RECORDS/AUDITS The Contractor shall maintain during the term of the contract all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Contractor agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract for the duration of the contract and retain them for a minimum period of one (1) year beyond the last day or the contract term. C, SPECIAL CONDITIONS 0 1. ASSIGNMENT OF CONTRACT Neither this contract, nor any portion thereof, shall be assigned, except by formal approval of the City Commission. No such approval will be construed as making the City a part of or to such assignment, or subjecting the City to liability of any kind to any assignee. No subcontract or assignment shall, under any circumstances, relieve the Contractor of his liability and obligation under this contract, and despite any such assignment, the City shall deal through the Contractor only. However, if the company is sold during the life of the contact, the buying agent must provide the City with a letter signed by an officer of the new owner that can legally bind the company, stating that they will continue to perform the requirements of the contract under all the terms, conditions, and specifications so stated in the contract. 2. CONTRACTOR'S RESPONSIBILITY Contractor shall provide sufficient manpower so as to perform work safely and expeditiously with all equipment plainly marked with the company name. All equipment provided pursuant to this agreement shall be in good and proper working order. No work shall be performed before 8:00 AM. Exceptions to this schedule can only be made with the prior approval of the City in writing. The Contractor shall provide a qualified foreman present on the site at all times, as a fully authorized agent of the Contractor, and capable of making on -site decisions. The Contractor shall be aware that the job site is not secure, and as such is subject to pedestrian traffic at all times of the day and night. It shall be the responsibility of the Contractor to secure the job site at all times during and after construction to protect the general public from harm, and remove from the job site and properly dispose of all residues at the end of each and every workday. No unsecured materials or equipment are to be on site at night or over a weekend, unless arrangements have been made with and prior approval obtained from applicable City personnel in writing. No materials or equipment are to be stored so as to restrict traffic lines of sight. Any materials or equipment left on site shall be secured by the Contractor, who is fully and totally responsible for security. Loss of materials or equipment due to theft, vandalism, etc. shall be the responsibility of the Contractor. Any material left on site overnight shall be properly marked and identified in order to ensure public safety. 3. DAMAGE TO PUBLIC AND/OR PRIVATE PROPERTY Extreme care shall be taken to safeguard all existing facilities, site amenities, utilities, irrigation systems, windows, and vehicles on or around the job site. Damage to public and/or private property shall be the responsibility of the Contractor and shall be repaired and/or replaced in equal or better condition at no additional cost to the City. The Contractor shall use all means to protect existing objects, structures and vegetation designated to remain. In the event of damage, immediately make all repairs, replacements and dressings to damaged materials, to the approval of the City, at no additional cost to the City. In the event of damage to public and/or private 10 property, the Contractor shall immediately contact the City's Public Works Is Department by telephone (954) 724-2410 and inform the appropriate staff member about the location and extent of the damages. 4. PERMITS AND LICENSES The Contractor shall be responsible for securing all City Building permits. However, all City permit fees are waived. The Contractor shall submit copies of all permits required for this work. The Contractor shall be responsible to secure the necessary construction permits from other agencies as identified in the Technical Specifications. Cost of permits will be paid for from the bidding and permits allowance included in the bid schedule, if applicable. 5. SITE INSPECTION — CONTRACTOR It shall be the full responsibility of the bidder to visit and inspect the proposed construction site as shown on the engineering plans prior to the submission of a bid. No variation in price or conditions shall be permitted based on a claim of ignorance. Submission of the bid is evidence that the bidder has familiarized himself with the nature and extent of the work, and the equipment, materials, and labor requirements. Should the bidder see any problem, the bidder is to bring the problem to the attention of the City immediately. 6. SITE INSPECTION — CITY All work will be conducted under the general direction of the Public Works Department and is subject to inspection by the appointed inspectors to ensure compliance with the terms of the contract. No inspector is authorized to change any provision of the specifications without written authorization from the Director of Public Works nor shall the presence or absence of an inspector relieve the Contractor from any requirements of the contract. Any work performed past City of Tamarac's normal working hours (M-F, 7:30 AM — 4:00 PM) must be inspected. If any work is done outside of normal working hours, the City inspector is to be compensated by the Contractor at a rate of $55.00/hour. However, if a City contract/consultant inspector is used, the Contractor will compensate that inspector at the same cost as the City's cost. In addition, the City inspector must be onsite at least one (1) hour prior to closing site for each day. If site closure has taken place after 4:30 PM, the City inspector will be compensated at the above provision. 7. SUBMITTALS Contractor shall submit all required forms and documents as required by this contract including but not limited to bonds, insurance certificates and any required drawings within 15 days from the Award. Additionally, Contractor shall apply for all applicable 0 licenses or permits within 15 days of the Award. 11 8. WAIVER OF LIENS 0 Prior to Final Payment of the Contract Sum, a final waiver of lien shall be submitted by all suppliers, subcontractors, and/or Contractors who worked on the project that is subject of the Agreement. Payment of the invoice and acceptance of such payment by the Contractor shall release the CITY from all claims of liability to the Contractor in connection with the Agreement. 9. PAYMENT Payment will be made monthly for work that has been completed, inspected and properly invoiced. A retainage of 10% will be deducted from monthly payment. Retainage monies will be released upon satisfactory completion and final inspection of this project. Invoices must bear the project name, project number, bid number and purchase order number. The City has up to thirty (30) days to review, approve and pay all invoices after receipt. The Contractor shall invoice the City and provide a written request to the City to commence the one-year warranty period. All necessary Release of Liens and Affidavits shall be processed before the warranty period. 10. CONTRACT DOCUMENTS The contract documents shall consist of the Standard Form Of Agreement, Bid Proposal executed and submitted by the Contractor, project specifications, plans and specifications (where applicable), any addendums or change orders, bond(s), insurance certificate(s), and the City Resolution awarding the bid. 11. CHANGE ORDERS Without invalidating the contract, without any monetary compensation, and without notice to any surety, the City reserves and shall have the right to make increases, decreases or other changes to the work as may be considered necessary or desirable to complete the proposed construction in a satisfactory manner. The Contractor shall not start work pursuant to the change order until a change order setting forth the adjustments is approved by the City, and executed by the City and Contractor. Once the change order is so approved, the Contractor shall promptly proceed with the work. CHANGES IN THE WORK/CONTRACT PRICE 12. CONTRACT PRICE The Contract Price constitutes the total compensation (subject to authorized adjustments, if applicable) payable to the Contractor for performing the work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at his expense without change in the Contract Price or Time except as approved in writing by the Project Manager. 12.1 Change Order 0 The Contract Price and/or Time may only be changed by a Change Order. A fully executed change order for any extra work must exist before such extra 12 work is begun. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other party promptly (but in no event later than 15 days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. The amount of the claim with supporting data shall be delivered (unless the Engineer allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts to which the claimant is entitled as a result of the occurrence of said event. No claim for an adjustment in the Contract Price will be valid if not submitted in accordance with this Paragraph. CHANGES IN CONTRACT TIME 13. CHANGE ORDER The Contract Time may only be changed by a Change Order. A fully executed change order must exist prior to extension of the contract time. 13.1 Notice Any claim for an extension of the Contract Time shall be based on written notice delivered by the party making the claim to the other party at least fifteen (15) days prior to the substantial completion date of the project. Notice of the extent of the claim shall be delivered with supporting data and stating the general nature of the claim. Contractor hereby agrees to waive rights to recover any lost time or incurred costs from delays unless Contractor has given the notice and the supporting data required by this Paragraph. 13.2 Basis for Extension Extensions of time shall be considered and will be based solely upon the effect of delays to the work as a whole. Extensions of time shall not be granted for delays to the work, unless the Contractor can clearly demonstrate that such delays did or will, in fact, delay the progress of work as a whole. Time extensions shall not be allowed for delays to parts of the work that are not on the critical path of the project schedule. Time extensions shall not be granted until all float or contingency time, at the time of delay, available to absorb specific delays and associated impacts is used. 14. CITY'S OPTION In the event satisfactory adjustment cannot be reached by the City and the Contractor for any item requiring a change in the contract, and a change order has not been issued, the City reserves the right at its sole option to terminate the contract as it applies to these items in question and make such arrangements as the City deems necessary to complete the work. The cost of any work covered by a change order for an increase or decrease in the contract price shall be determined by mutual acceptance of a lump sum by the City and Contractor. If notice of any change in the contract or contract time is required to be given to a surety by the provisions of the bond, the giving of such notice shall be the Contractor's responsibility, and the amount of each applicable bond shall be adjusted accordingly. The Contractor shall 13 furnish proof of such adjustment to the CITY. Failure of the Contractor to obtain such approval from the Surety may be a basis for termination of this Contract by the CITY. 0 15. LIQUIDATED DAMAGES Upon failure of Contractor to complete the work within the time specified for completions, (plus approved extensions if any), Contractor shall pay City the sum of $100.00 for each calendar day that the completion of the work is delayed beyond the time specified in the contract for completion, as fixed and agreed liquidated damages and not as a penalty. Liquidated damages are hereby fixed and agreed upon between the parties, recognizing the impossibility of precisely ascertaining the amount of damages that will be sustained by City as a consequence of such delay and both parties desiring to obviate any question of dispute concerning the amount of said damages and the cost and effect of the failure of Contractor to complete the contract on time. Regardless of whether or not a single Contract is involved, the above -stated liquidated damages shall apply separately to each portion of the work for which a time of completion is given. City shall have the right to deduct from and retain out moneys which may be due or which may become due and payable to Contractor, the amount of such liquidated damages and if the amount retained by City is insufficient to pay in full such liquidated damages, Contractor shall pay in full such liquidated damages. Contractor shall be responsible for reimbursing City, in addition to liquidated damages or other per day damages for delay, for all costs of engineering, architectural fees, and inspection and other costs incurred in administering the construction of the project beyond the completion date specified or beyond an approved extension of time granted to Contractor whichever is later. These liquidated damages will not prohibit City from recovering ascertainable actual damages incurred as a result of the same delay to which the liquidated damages apply. Contractor may be liable for both liquidated damages as stated herein, and for excess completion costs of this project. In the event Contractor has been either terminated from or has abandoned the project prior to completion, this liquidated damages clause is still applicable to hold Contractor liable for the liquidated damages. 16. BONDS The Contractor shall furnish a 5% bid bond in the amount of the total bid amount as security for the faithful project performance and payment of all of the Contractor's obligations under the contract documents, per City Code Section 10-156. At the completion and formal approval and acceptance of all work associated with the project, a one year warranty period will begin. At this time, a warranty bond in an amount not less than 25% of the final contract amount must be submitted. If the surety on any bond furnished by the Contractor is declared bankrupt or becomes insolvent, or its right to do business is terminated in Florida, the Contractor shall, within seven (7) days thereafter, substitute another bond meeting the requirements outlined above, which must also be acceptable to the City. 14 17. PERFORMANCE PAYMENT AND WARRANTY BONDS All bid bonds must be written by a corporate surety, having a resident agent in the State of Florida and having been in business with a record of successful continuous operation for at least five (5) years. The surety shall hold a current certificate of authority from the Secretary of Treasury of the United States as an acceptable surety on federal bonds in accordance with United States Department of Treasury Circular No. 570. The Bond shall be conditioned that the Successful Bidder performs the contract in the time and manner prescribed in the contract. The Bond shall be conditioned that the Successful Bidder promptly make payments to all persons who supply the Successful Bidder in the prosecution of the work provided for in the contract. They shall indemnify and save harmless the CITY to the extent of any and all payments in connection with the carrying out of said contract which the CITY may be required to make under the law. A Warranty bond shall continue in effect for one (1) year after final payment becomes due except as otherwise provided by law or regulation or by the Contract Documents with the final sum of said bonds reduced after final payment to an amount equal to twenty five percent (25%) of the Contract price, or an additional bond shall be conditioned that the Successful Bidder correct any defective of faulty work or material which appear within one (1) year after final completion of the Contract, upon notification by CITY. The Warranty Bond shall cover the cost of labor as well as materials. 18. LOCATION OF EXISTING UTILITIES Existing utilities may be shown on the drawings. Such information is shown for design purposes and the existing and detail given is information that is obtained during the design period and is not necessarily complete, correct or current. Prior to commencement of construction, the Contractor is responsible to locate existing city utilities affected by the construction in the field. Such utilities include but are not limited to water mains, force mains, gravity sewers, pump stations, storm sewers and drain systems. The City will provide to the Contractor available construction drawings for locating existing utilities. However, the City cannot guarantee the accuracy of drawings or any information related to existing utilities and the City will not assume responsibility or liability for damage resulting from the Contractor incorrectly locating existing utilities. Damage to any of the City's utilities incorrectly located by the Contractor or his agents shall be the responsibility of the Contractor and shall be repaired and or replaced to equal or better condition at the Contractor's expense. The Contractor shall also be liable for all damages and claims against or by the City arising in any way from damage or interference with such utilities. No additional compensation shall be allowed to the Contractor for any delays, inconvenience or damage sustained by him due to interference and/or incorrectly locating such utilities or appurtenances. 15 19. CONFLICT WITH EXISTING UTILITIES 0 Upon completion of locating existing utilities affected by the proposed construction by the Contractor, and prior to commencement of construction, the Contractor shall examine the alignment of proposed utilities to be constructed and identify any conflicts with existing utilities. If such conflicts exist, the Contractor shall undertake accurate surveys to determine elevations of utilities and shall notify the engineer in writing seven (7) working days prior to the scheduled construction. The engineer may revise the proposed design or recommend ways and means to avoid such conflicts. The Contractor may re -schedule his work so that the construction can be completed on time. No claim for down times by the Contractor shall be allowed. 20. CONTINGENCY ALLOWANCE A contingency has been allowed for this project in the amount identified in the Bid Schedule. The Contractor is not to use this contingency allowance without permission from the City and upon written justification to the City for such use. • • 16 . . . • • Technical Specifications Bid 02-07B Installation of Fuel Monitoring System 1.0 Scope of work: The City of Tamarac is looking for a vendor to provide all material, equipment, and labor to install a new monitoring system for two of its underground storage tanks, notably at the Public Works Compound fueling island. This fueling island operates two fiberglass single wall tanks: a 1,000 gallon diesel tank and a 10,000 gallon gasoline tank (Technical Specifications Attachment A). Four water monitoring wells are also be linked to that system. The existing monitoring system is obsolete and does not meet Public Works needs any longer. The new system will use existing conduits (3/4") to run new wirings if necessary. Therefore, trenching to the main building will not be necessary. 2.0 Technical Suecifications: • Supply and install new monitoring system, the Veeder-Root, TLS-350R, or approved equal. • Monitoring console will be located at the fueling island. Connection wiring from fueling island will terminate at the Fleet maintenance building where existing console is. New wiring may have to be run between island and building. • Supply and install PC software • Supply and install following detection devices: o Groundwater sensors (4) o Mag probes (2) o Sump leak sensors (2) Since the fueling island is the primary fueling location for all City vehicles, at times traffic may be troublesome. Nevertheless, disruptions to users must be kept to a minimum. Vendor is encouraged to make arrangements to visit the Public Works site at 6011 Nob Hill Road, Tamarac. Contact persons are Jean Dupuis (724-1357), Project Manager and/or Vince Sciacca (724-1382), Fleet Supervisor. 2.1 Additional Specifications: 2.11 The monitoring console will be housed in a weatherproof enclosure. `rA 2.12 Prior to installing monitoring devices inside the tanks, water and/or residues from bottom of tanks must be removed and disposed of as per Local, State and Federal regulations. A copy of disposal receipt will be provided to City.. 2.13 At the time of bid preparation, the slope of the UST is unknown. However, such slope will need to be calculated at the time of installation to insure proper calibration of installed equipment. 2.14 Bidder will need to install an access port on each of the two (2) tanks to accommodate the installation of the Mag probes. 2.15 Engineering signed and sealed plans will be necessary to comply with permit requirements. 2.16 Bidder will provide City with a set of as-builts plans at completion of project. 2.17 The use of proper -shielded cable for all probes and sensors regardless of conduit material or application will be required. Such measure is meant to ensure the best operating system. 2.18 Monitoring system shall be installed as per manufacturer's recommendations. 2.19 City does not have shop drawings of existing UST. Bidder will be responsible for obtaining such drawings. 0 3.0 Monitoring System Operational Features: 1. Tank calibration 2. Tank -to -meter mapping 3. 0.2 GPH in -tank leak detection 4. Inventory monitoring and reporting 5. Groundwater monitoring 6. RS-232 data communication 7. Site Fax modem: Transmittal of data to computer 8. PC software 9. Console with printer 4.0 Bidder Certification Requirements: In excess of all required Local, State and Federal compliance certifications, Bidder must hold certification from manufacturer of monitoring system to install their system. Bidder must be approved to perform wiring and conduit routing, equipment mounting, probe and sensor installation and all other necessary installation functions as well as troubleshooting. Bidder must provide a one year warranty on the fuel monitoring system and installation thereof. This will include a 25% Warranty Bond that will remain in effect for one year. 18 CITY OF TAMARAC PUBLIC WORKS FACILITY 6011 NOB HILL ROAD TAMARAC, FLORIDA 33321 FOR ILLUSTRATION ONLY li — TECHNICAL SPECIFICATIONS ' ATTACHMENT A UEL ISLAND S1,_TE PLAn EXISTING CONCRE79 7 E 145ALY M��EL /O00 MINI �T Fuw TO 6E PEPAKW 1' BALL VALVI�, AF= SAWCLn 1/�' SALC VALVE .'.r SLBMERSIBLE TLRDINE PL.MP (3/4 TO 1.1/2 µP] .LNCTION doX 3'FIG SECONDARY PIPING T PiG PC:MARY pp()OL C- PIPM To DISPEN;SERs ELnTPICAL 00m,=TION 3' FiG SECONDAR'r P1p(NG SLW (OPTIONAL] T PlG FQWA,.T STAG, n _ VAOOR RECOVERY PIPING TO LtL�EADED O,SF+cN%Q 1503TINGSmA-V "-WALL.'.o GASCI.INP 5TORAGa TANK ZASPNALT PAVE PARKING AIWA % EXISTING VENT PIPING (WITHIN CANOPY COLU\AND rr CANOPY ABOVE HEI ALY MINI -JET VAPOP PLWP III Itt .� _ 1.000 GAL 5,Nt;h5 WALLL:o EX15TING PRODUCT PIPING L _ '7 r -^ - ill I I FIBERGLASS "ERGROUND DIESEL FUEL.. STCQAGE TANK I I r r DIESEL FLU TANK FILL DOUBLE-WAL,LFO FIB5NGLASS STAGE II vAPOa RECOVE�7Y I �LI L � .J I R � .._ GASSOY CARD c2EADER PIPING (Z' PRIMARY AND 3' SECONDARY PIPING) � I LL- LINI-EADE0 POSE IIII IIII C�AS80Y DUAL. FLEL o1spFJv. R 10,000 GAL. ,Si v6tg[ -WALLED I I l l l i l DZZEL HOSE 1`181RGLASS LNDEI7G;ZaJ D GASOLINE ST012AGE TANK L- — J 1 I r ^ I CONCReTC TANC PAD GASMINE TANK FILL I III (I I j 111� Jai IlI CANOPY GOLLWW • PIPE BOLLARD (4 PLACES) COMPLIANCE MONITOR WELL 19 C'10 P y COMPANY NAME: (Please Print): ENSAT Corporation Phone:540-825-9083 Fax: 540-825-9087 --NOTICE--- BEFORE SUBMITTING YOUR BID, MAKE SURE YOU... 1. Carefully read the General Terms & Conditions, Special Conditions and the General Requirements. 2. Carefully read the Detailed Specifications, and then properly fill out the BID FORMS (Attachment "A"). 3. Fill out and sign the NON -COLLUSIVE AFFIDAVIT (Attachment "B") and have it properly notarized. [�] 4. Sign the CERTIFICATION page (Attachment "C"). Failure to do so will result in your Bid being deemed non -responsive. 5. Fill out the BIDDERS QUALIFICATION STATEMENT (Attachment "D"). [� 6. Fill out the REFERENCES page (Attachment "E"). 7. Sign the VENDOR DRUG FREE WORKPLACE FORM (Attachment "F"). 8. Fill out the LIST OF SUBCONTRACTORS (Attachment "G" ). 9. Include a 5% BID BOND. (Attachment "H"). Failure to provide a bond will result In automatic rejection of your bid. E 19. Fill out and sign the CERTIFIED RESOLUTION ( Attachment "I"). [] 11. Include proof of insurance. 12. Submit ONE (1) Original AND TWO (2) Photocopies of your bid, clearly marked with the BID NUMBER AND BID NAME on the outside of the package. [] 13. Make sure your Bid is submitted PRIOR to the deadline. Late Bids will not be accepted. Failure to provide the requested attachments may result in your bid being deemed non -responsive. THIS SHOULD BE THE FIRST PAGE OF YOUR BID. • 20 ATTACHMENT "A" • BID FORM Submitted by: Errgnm rnrpnratj on (Bidder) 4/8/02 _(Date) THIS BID IS SUBMITTED TO: City of Tamarac Purchasing and Contracts Manager 7525 Northwest 88th Avenue Tamarac, Florida 33321 1. The undersigned Bidder proposes and agrees, if this bid is accepted, to enter into an agreement with the City to perform and furnish all Work as specified herein for the Contract Price and within the Contract Period indicated in this bid. 2. This bid will remain subject to acceptance for sixty (60) days after the day of bid opening. Bidder will sign and submit an agreement with the necessary documents required by the City within fifteen (15) days prior to the date of the City's Award. a) Bidder has familiarized itself with the nature and extent of the contract documents, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the Work. b) Bidder has given the City written notice of all conflicts, errors or discrepancies that it has discovered in the contract documents and the written resolution thereof by the City is acceptable to Bidder. c) This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; Bidder has not solicited or induced any person, firm or corporation to refrain from bidding; and Bidder has not sought by collusion to obtain for itself any advantage over any other Bidder or over the City. I 3. Bidder will complete the Work for the prices shown in the "Bid Form". 4. Bidder agrees that the Work will be substantially performed and complete in accordance with the schedules established herein. Attachment A 1 of 5 Bid Form/Agree to Complete ATTACHMENT "A" BID FORM (continued) The City of Tamarac is hereby requesting Bids, from qualified vendors, to provide all material, equipment, and labor to install a new monitoring system for two of its underground storage tanks, notably at the Public Works Compound fueling island. This fueling island operates two fiberglass single wall tanks: a 1,000 gallon diesel tank and a 10,000 gallon gasoline tank (Attachment A). Four water monitoring wells are also be linked to that system. We propose to furnish the following in conformity with the specifications and at the below bid prices. The bid prices quoted have been checked and certified to be correct. Said prices are fixed and firm and shall be paid to Bidder for the successful completion of its obligation as specified in the contract documents. . SCRIPTION I TOTAL COST To Supply and install new monitoring system, the Veeder-Root, TLS-350R, or approved equal. $ Including: • Monitoring console will be located at the fueling island. Connection wiring from fueling island will terminate at the Fleet maintenance building where existing console is. New wiring may have to be run between island and building. • Supply and install PC software • Supply and install following detection devices: o Groundwater sensors (4) o Mag probes (2) o Sump leak sensors (2) NOTE: PLEASE LIST MANUFACTURER OF FUEL MONITORING SYSTEM V E F-JDF-5R /,00T Ej Attachment A Page 2 of 5 Bid Form/Terms/Bid Price M • 11 ATTACHMENT " AO BID FORM (continued) The City reserves the right to reject any bid, if it deems that a vendor has deliberately provided erroneous information. The undersigned declare to have specific and legal authorization to obligate their firm to the terms of this bid, and further, that they have examined the Invitation to Bid, the instructions to Bidders, the Specifications, and other documents included in this bid request, and hereby promises and agrees that, if this bid is accepted, they will faithfully fulfill the terms of this bid together with all guarantees and warranties thereto. The undersigned bidding firm further certifies the product and/or equipment meets or exceeds the specification as stated in the bid package; and also agrees that products and/or equipment to be delivered which fail to meet bid specifications will be rejected by the City within thirty (30) days of delivery. Return of rejection will be at the expense of the bidder. ENSAT Corporation Company Name 15510 Montanus Drive, #B Address Culpeper, VA 22701 City, State, ZIP 2701039751A Contractor's License Number William H. Graves Typed/Printed Name 540-825-9083/540-825-9087 Telephone & Fax Number 54-1527469 Federal Tax ID# Attachment A Page 3 of 5 Bid Form/Company Information Bidders Name: ATTACHMENT "A" BID 'FORM (continued) ENSAT Corporation TERMS: 2 % DAYS: 30 Delivery/completion: calendar days after receipt of Purchase Order To be considered eligible for award, one (1) original and two (2) copies of this bid form MUST be submitted with the Bid. NOTE: Bid submittals without the manual signature of an authorized agent of the Bidder shall be deemed non -responsive and ineligible for award. IF "NO BID" IS OFFERED, PLEASE PROVIDE THE FOLLOWING INFORMATION: Please indicate reason(s) why a Bid Proposal is not being submitted at this time. Return the Bid Form to avoid removal of Bidder from the City of Tamarac's vendor listing. • • C� Attachment A Page 4 of 5 Bid Form/Terms/Completion • Bidder's Name: Variations: ATTACHMENT "A" BID' FORM (continued) ENSAT Corporation The Bidder shall identify all variations and exceptions taken to the Instructions to Bidders, the Special Conditions and any Technical Specifications in the space provided below; provided, however, that such variations are not expressly prohibited in the bid documents. For each variation listed, reference the applicable section of the bid document. If no variations are listed here, it is understood that the Bidder's Proposal fully complies with all terms and conditions. It is further understood that such variations may be cause for determining that the Bid Proposal is non -responsive and ineligible for award: Section Variance N_ Section Variance 0 Section Variance • Section Variance Attach additional sheets if necessary Attachment A Page 5 of 5 Bid FormNanations ATTACHMENT "B" NON -COLLUSIVE AFFIDAVIT State ofyi rai ni a ) )ss. County of Cul2e2er _) William H. Graves being first duly sworn, deposes and says that: 1. He/she is the Principal _ ..-. , (Owner, Partner, Officer, Representative or Agent) of ENSAT Qornor.241-19D, the Offeror that has submitted the attached Proposal; 2. He/she is fully informed respecting the preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal; 3. Such Proposal is genuine and is not a collusive or sham Proposal; 4. Neither the said Offeror nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Offeror, firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from bidding in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Offeror, firm, or person to fix the price or prices in the attached Proposal or of any other Offeror, or to fix any overhead, profit, or cost elements of the Proposal price or the Proposal price of any other Offeror, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work; 5. The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Offeror or any other of its agents, representatives, owners, employees or parties in interest, including this affiant. Signed, sealed and delivered in the presence of: By Wi he C - William H. Graves Witness Printed Name Principal Title Attachment B Page 1 of 2 Non -Collusive Affidavit • E • ACKNOWLEDGMENT NON -COLLUSIVE AFFIDAVIT State of-Flefjda;!`J(- ij'i_lz�- County of On this the day of ✓� , 2002, before me, the undersigned Notary Public of the State of Florida, ppbr onally appeared 01*///'Ltl l�1 �° 1 a ��� � and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: NOTARY PUBLrC,`ST,ATE OF FLIDTU[��Y5f n� �, 1 V ' (Name"6f Notary Public: Print, Stamp, or Type as Commissioned) 1 Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID tak Attachment B Page 2 of 2 Non -Collusive Acknowledgement ATTACHMENT "C" CERTIFICATION THIS DOCUMENT MUST BE SUBMITTED WITH THE BID We (1), the undersigned, hereby agree to furnish the item(s)/service(s) described in the Invitation to Bid. We (1) certify that we(I) have read the entire document, including the Specifications, Additional Requirements, Supplemental Attachments, Instructions to Bidders, Terms and Conditions, and any addenda issued. We agree to comply with all of the requirements of the entire Invitation To Bid. Indicate which type of organization below: INDIVIDUAL ❑ PARTNERSHIP ❑ CORPORATION ® OTHER ❑ If "Other", Explain - Authorized Signature Principal/CFO Title ENSAT Corporation Company Name Culpeper, VA 22701 City/State/zip 540-825-9087 Fax Number William H. Graves Name (Printed Or Typed) 54-1527469 Federal Employer I.D./Social Security No. 15510 Montanus Drive, Ste. B Address 540-825-9083 Telephone Ken Settles Contact Person 0 LJ LJ Attachment C Page 1 of 1 Certification • ATTACHMENT "D" OFFEROR'S QUALIFICATION STATEMENT The undersigned certifies under oath the truth and correctness of all statements and of all answers to questions made hereinafter: SUBMITTED TO: City of Tamarac Purchasing and Contracts Manager ADDRESS: 7525 NW 88th Avenue Tamarac, Florida 33321 Submitted By: Name: Address: Principal Office: Telephone No. Fax No. ENSAT Corporation Wi 1 1 a mm 1d (_rn-trim c Culpeper, Virginia T Culpeper, Virginia 540-825-9083 5_42- 5-9087 Check One ❑x Corporation ❑ Partnership ❑ Individual ❑ Other 1. State the true, exact, correct and complete name of the partnership, corporation, trade or fictitious name under which you do business and the address of the place of business. The correct name of the Offeror is: Environmental Service & Technology Corporation (ENSAT) The address of the principal place of business is: 15510 Montanus Drive, Ste. B, Culpeper, VA 22701 2. If Offeror is a corporation, answer the following: a) Date of Incorporation: OCT 1989 b) State of Incorporation: V i rq i n i a c) President's name: Michael A. Slivinski d) Vice President's name: william H. Qraves e) Secretary's name: Ralph Abbondanza f) Treasurer's name: Kevin Howard g) Name and address of Resident Agent: AC G! 3 T11L AM4 A &EnTS 1333 N bVVAL Sr TALL HASSSEe,'I FL 3;L30a Attachment D Page 1 of 5 Offeror's Qualification Statement 3. If Offeror is an individual or a partnership, answer the following: a) Date of organization: „ h © U 201 _ b) Name, address and ownership units of all partners: ACTT C c) State whether general or limited partnership: 4. If Offeror is other than an individual, corporation or partnership, describe the organization and give the name and address of principals: 5. If Offeror is operating under a fictitious name,. submit evidence of compliance with the Florida Fictitious Name Statute. 6. How many years has your organization been in business under its present business name? _ 1 'i a) Under what other former names has your organization operated? . 7. Indicate registration, license numbers or certificate numbers for the businesses or professions, which are the subject of this Bid. Please attach certificate of competency and/or state registration. a 1057G G 0 t 5Ll C cc, SF_E OcrrAcHmFn - 8. Have you personally inspected the site of the proposed work? J YES EJNO 9. Do you have a complete set of documents, including drawings and addenda? BYES ❑ NO 10. Did you attend the Pre -Proposal Conference if any such conference was held? YES aNO Attachment D Page 2 of 5 . OfferoCs Qualification Statement 11. Have you ever failed to complete any work awarded to you? If so, state when, where and why: NO 12. State the names, telephone numbers and last known addresses of three (3) owners, individuals or representatives of owners with the most knowledge of work which you have performed and to which you refer (government owners are preferred as references). Name Address Telephone see attached list of references 13. List the pertinent experience of the key individuals of your organization (continue on insert sheet, if necessary). See attached resumes 14. State the name of the individual who will have personal supervision of the work: John B. Stanley 15. State the name and address of attorney, if any, for the business of the Offeror: 16. State the names and addresses of all businesses and/or individuals who own an interest of more than five percent (5%) of the Offeror's business and indicate the percentage owned of each such business and/or individual: NONE 17. State'the names, addresses and the type of business of all firms that are partially or wholly owned by Offeror: NONE Attachment D Page 3 of 5 Offeroes Qualification Statement 18. State the name of Surety Company which will be providing the bond, and name and address of agent: Contractors Services, Inc., 3 Talbott Avenue, Ste. 202, Timonium MD 21093 Mick Buchanan 410-453-0925 Florida Agent: Security Bond Associates, Mr. Burton Harris 10131 SW 40th St., Miami, FL 33165 305-552-5414 19. Bank References: Bank Address Telephone Guaranty Ba_nk_1658 State Farm Blvd., Charlottesville, VA22911 Ms. Karen Bobbitt 804-244-6615 20. Attach a financial statement including Proposer's latest balance sheet and income statement showing the following items: a) Current Assets (e.g., cash, joint venture accounts, accounts receivable, notes receivable, accrued income, deposits, materials, real estate, stocks and bonds, equipment, furniture and fixtures, inventory and prepaid expenses): b) Net Fixed Assets c) Other Assets d) Current Liabilities (e.g., accounts payable, notes payable, accrued expenses, provision for income taxes, advances, accrued salaries, real estate encumbrances and accrued payroll taxes). e) Other Liabilities (e.g., capital, capital stock, authorized and outstanding shares par values, earned surplus, and retained earnings): 21. State the name of the firm preparing the financial statement and date thereof: 22. Is this financial statement for the identical organization named on page one? ® YES ❑ NO 23. If not, explain the relationship and financial responsibility of the organization whose financial statement is provided (e.g., parent -subsidiary). I] • n Attachment D Page 4 of 5 Offeror's Qualification Statement 0 I` THE OFFEROR ACKNOWLEDGES AND UNDERSTANDS THAT THE INFORMATION CONTAINED IN RESPONSE TO THIS QUALIFICATIONS STATEMENT SHALL BE RELIED UPON BY OWNER IN AWARDING THE CONTRACT AND SUCH INFORMATION IS WARRANTED BY OFFEROR TO BE TRUE. THE DISCOVERY OF ANY OMISSION OR MISSTATEMENT THAT MATERIALLY AFFECTS THE OFFEROR'S QUALIFICATIONS TO PERFORM UNDER THE CONTRACT SHALL CAUSE THE OWNER TO REJECT THE PROPOSAL, AND IF AFTER THE AWARD TO CANCEL AND TERMINATE THE AWARD AND/OR CONTRACT. (Signature) ACKNOWLEDGEMENT C�]�113�1:��1�L•L�I�L�t�L�1►1��>i�t>i�► f�i�i State of-FI V 1 r1 I /v I County of 1, On this the !day of �' i I 2002 of the State of Florid , per onally appeared ;-6F171 V'e S (Name(s) of individual(s) who appeared before notary) before me, the undersigned Notary Public and whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: it I rv'-- (Narh6 of Notary Public: Print, Stamp, or Type as Commissioned) Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID tak Attachment D Page 5 of 5 Offeror's Qualification Statement � 9 ATTACHMENT "G" LIST OF SUBCONTRACTORS The Bidder shall list below the names and business address of each subcontractor who will perform Work under this Bid in excess of one-half of one percent of the Contractor's Total Bid Price, and shall also list the portion of the Work that will be done by such' "subcontractor. After the opening of bids, no changes or substitutions will be allowed except as otherwise provided by law. The listing of more than one subcontractor for each item of Work to be performed with the words "and/or" will not be permitted. Failure to comply with this requirement will render the Bid as non -responsive and may cause its rejection. Contractor Percent License of Total Subcontractor's Work to be Performed Number Contract Name and Address 2. 3. 4. 5. 6. Attachment G Page 1 of 1 List of Subcontractors in A TACHMENT " H°' ! BID BOND STATE OF FLORIDA) ) ss: COUNTY OF BROWARD) KEnvironmental Service & Technology Corp./ NOW ALL MEN BY THESE PRESENTS, that we, ENSAT as Principal, and Gulf Insurance Com an as Surety, are held and firmly bound unto the City of Tamarac, a municipal corporation Of the State of Florida in the penal sum of: Five Percent of Bid Amount not to exceed $7,500.00 Dollars ($ 7,500.00 ) lawful money on the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION 13 SUCH that whereas the Principal has submitted the accompanying Bid, dated April 10, 2002 , 2002, for: 0 Sid No. 02-07B NOW, THEREFORE, (a) If said Bid shall be rejected, or in the alternate. (b) If said Bid shall be accepted and the Principal shall properly execute and deliver to said City the appropriate Contract Documents, and shall in all respects fulfill all terms and conditions attributable to the acceptance of said Bid, then this obligation shall be void; otherwise, it shall remain in force and effect, it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall in no event exceed the amount of this obligation as herein stated. The Surety, for value received, hereby agrees that the obligations of the said Surety and its bond shall be in no way impaired or affected by any extension of time within which said CITY may accept such Bid; and said Surety does hereby waive notice of any extension. 0 Attachment H Page t of 2 Hid Bond • • AOKNOW DGEMENT Signed and sealed this loth day of April , 20Q2• IN PRESEN Environmental Service & Technology Corporation/ENSAT a/ Principal r!. j 15510 Montanus Drive, Suite B Business Address (AFFIX SEAL) A ST: ecretary ATTEST: Secretary *impress Corporate Seal Attachment H Page 2 of 2 Culpeper, VA 22701-2517 city/State/Zip 540-825-9083 Business Phone Gulf Insurance Company Surety* By Michael J. Buchanan, Attorney -in -Fact Title Attorney -in -Fact* By Bid Bond Acknowledgement TOTAL. P . 06 GULF INSURANCE COMPANY HARTFORD, CONNECTICUT POWER OF ATTORNEY ORIGINALS OF THIS POWER OF ATTORNEY ARE PRINTED ON BLUE SAFETY PAPER WITH TEAL INK. KNOW ALL MEN BY THESE PRESENTS: That the Gulf Insurance Company, a corporation duly organized under the laws of the State of Connecticut, having its principal office in the city of Irving, Texas, pursuant to the following resolution, adopted by the Finance & Executive Committee of the Board of Directors of the said Company on the 10th day of August, 1993, to,wit: "RESOLVED, that the President, Executive Vice President or any Senior Vice President of the Company shall have authority to make, execute and deliver a Power of Attorney constituting as Attorney -in -Fact, such persons, firms, or corporations as may be selected from time to time; and any such Attorney -in -Fact may be removed and the authority granted him revoked by the President, or any Executive Vice President, or any Senior Vice President, or by the Board of Directors or by the Finance and Executive Committee of the Board of Directors. RESOLVED, that nothing in this Power of Attorney shall be construed as a grant of authority to the attorneys) -in -fact to sign, execute, acknowledge, deliver or otherwise issue a policy or policies of insurance on behalf of Gulf Insurance Company. RESOLVED, that the signature of the President, Executive Vice President or any Senior Vice President, and the Seal of the Company may be affixed to any such Power of Attorney or any certificate relating thereto by facsimile, and any such powers so executed and certified by facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond and documents relating to such bonds to which they are attached." Gulf Insurance Company does hereby make, constitute and appoint Leonard E. Callahan James F. Jones Michael J. Buchanan. its true and lawful attorney(s)-in-fact, with full power and authority hereby conferred in its name, place and stead, to sign, execute, acknowledge and deliver in its behalf, as surety, any and all bonds and undertakings of suretyship, and to bind Gulf Insurance Company thereby as fully and to the same extent a _any bonds, undertakings and documents relating to such bonds and/or undertakings were signed by the duly authorized officer of the Gulf Insurance Comp and all the acts of said attorney(s)-in-fact, pursuant to the authority herein given, are hereby ratified and confirmed. - 0 The obligation of the Company shall not exceed five million (5,000,000) dollars. IN WITNESS WHEREOF, the Gulf Insurance Company has caused these presents to he signed by any officer of the Company and its Corporate Seal to be hereto affixed. GULF INSURANCE COMPANY N�3�"cECO. G�p,P°ligp� � SEAL STATE OF NEW YORK SS °MvEcol �° Lawrence P. Minter COUNTY OF NEW YORK Executive Vice President On this 1st day of October, AD 2001, before me came Lawrence P. Miniter, known to me personally who being by me duly sworn, did depose and say: that h0esides in the County of Bergen, State of New Jersey; that he Is the Executive Vice President of the Gulf Insurance Company, the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instruments is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that he signed his name, thereto by like order. o�w '4'91pQ� 4 A ANGIE MAHABIR-BEGAZG STATE OF NEW YORK SS � UB�-� �� Notary Public, State of New Fork COUNTY OF NEW YORK 3 OP N No. 01141A6019988 Qualified in Kings County Commissiop Expires (February 16, 2003 I, the undersigned, Senior Vice President of the Gulf Insurance Company, a Connecticut Corporation, OO HEREBY CERTIFY that the foregoing and attac POWER OF ATTORNEY remains In full force. 0 S�RANCF Dated the loth day of April , 20 02 Signed and Sealed at the City of New York. �N r; God°�rF " SEAL George Biancardi Senior Vice President r ATTACHMENT 64 1" • CERTIFIED RESOLUTION I, Eq rl A bbon d a n a __ (Name), the duly elected Secretary of ENSAT (Corporate Title), a corporation organized and existing under the laws of the State ofyi ra i n i a _ , do hereby certify that the following Resolution was unanimously adopted and passed by a quorum of the Board of Directors of the said corporation at a meeting held in accordance with law and the by-laws of the said corporation. "IT IS HEREBY RESOLVED THAT WilliamH. atayegq (Name)", the duly elected i President (Title of Officer) of ENSAT (Corporate Title) be and is hereby authorized to execute and submit a Bid and/or Bid Bond, if such bond is required, to the City of Tamarac and such other Instruments in writing as may be necessary on behalf of the said corporation; and that the Bid, Bid Bond, and other such instruments signed by him/her shall be binding upon the said corporation as its own acts and deeds. The secretary shall certify the names and signatures of those authorized to act by the foregoing resolution. The City of Tamarac shall be fully protected in relying upon such certification of the secretary and shall be indemnified and saved harmless from any and all claims, demands, expenses, loss or damage resulting from or growing out of honoring, the signature of any person so certified or for refusing to honor any signature not so certified. I further certify that the above resolution is in force and effect and has not been revised, revoked or rescinded. I further certify that the following are the name, titles and official signatures of those persons authorized to act by the foregoing resolution. NAME TITLE S N U Given under my hand and the Seal of the said corporatio (SEAL) NOTE: The above is a suggested form of the type of Corporate Resolution desired. Such form need not be followed explicitly, but the Certified Resolution submitted must clearly show to the satisfaction of the City of Tamarac that the person signing the Bid and Bid Bond for the corporation has been properly empowered by the corporation to do so in its behalf. Attachment I Page 1 of 1 Certified Resolution AcoRQ CERTIFICATE OF LIABILITY INSURANC> pla LE DATE (MMlODhY) NSAT-1 09/27/01 �aOUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ;nsw7an,ce Associates, Inc- HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2 Baltimore Road A,L7ER THE COVERAGE AFFORDED BY THE POLICIES BELOW. .eckville NZI 20850-4124 INSURERS AFFORDING COVERAGE 2$ono. 301-838-9400 Fax:301-838-9095 41- ISURED INSURER A; CCIl'm?.erce and IndUStry Ina. Ca . INsuRFAB: American int,1 StoecialtY Lines//r1-< / Envirar77x1ental Service & INSURERC: Technology Cpxp 15510 I(On anu ]3xiva, Sta. 8 INSURERD: Culpeper VA 22701 INSURER E: ;OVERAGES THE POLICIES OF INSURANCE LISTED 3CLOW HAVE WEN ISSUED TO THE INSVREO NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWfiHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RSSPECT TO WHICH THIS CERTIFICATE MAY UE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED I1YTH$ POLICIES OESCRIEED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM$, R TYPE OF INSURANCE POLICY NUMBER CATS MM10 DATE ►AWD N LIMITS ;. GENERAL LIABILITY X COMMERCIALGENM ALLIAEILITY CLAIMS MADE OCCUR X S5,000 'Ded GL4178501 09103.101 06/01/02 EACH OCCURRENCE S 3.10001000 FIRE OAMA09 (Any OMS to) S 50, 000 MED EXP (MITI/ one Pat -An) $ 5 , 0 0 0 PERSONALLAOVINJURY $ 1, 000, 000 i- GENERAL AGGREGATE S 2, 0 0 0, 000 GEWL AGGREGATE LIMIT APPLIES PEA• POLICY K j�tOT� Mwe PRODUCTS • COMPFOP AEG $ 1 0 0 0 , 0 0 0 # AUTOMOBILE LIABILITY ANYAUTO ALL OWNEO AUTOS SCHEDULED AUTOS HIR20AUTOS NON -OWNED AUTOS CA7667001 Vendor. Date of Review: Acceptable 06/01/01 09/01/02 COMBINED SINCLB LIMIT (Ew�Cant) $3.,a00,000 x 90OLY INJURY 1P6rjoc MR) S aOGlLY INJURY IPer*=Id M 9 ­ A Not Acceptable . GARACGS LIABILITY two -lee 1c)e ANY AUTO EXCESS LIABILITY t x OCCUR ❑ CLJIIws MADE B86yq Ike& Signature DSWC71BLE x AIS ENTION S10,000 WORKERS COMPENSATION AND L EMPLOYE.R.r LIABILITY ! ICoatr 12oll Liab 6i Pralessional Liab ERTIFICATE HOLDER _ MCI=66777/9778 G C7712 GOp52E77810 VVEIiICLEt1EXCLUSiON3 AD060 BY RNDCRSdMENT ADDITIONAL INSURED: INSURER LETTER: SAMpLE1 PROPERTY DAMAGE $ IPeraC=tapltu AUTO ONLY • EA ACCIDENT $ OTHERTHAN LEA ACC S AUTO ONLY: A= S EACH OCCURRENCE 5 5, 0 0 0, 0.0 0 06/01/01 06/01/02 AGGREGATE S 5, 000, 000 5 S Z - xI TORY' 06/01/ol 06.10-1/02 s.L.EACHACCiDENT $1 00o goo - EL. DISEASE - EA PAPLOYES s 1 000 0 o 0 E.L. DISEASE • POLICY LIMIT 8 3. 0100 000 06/03./01 06/Oa/02 Per Claim 3,,D00,000 25,000 PECIAL PROVISION CANCELLATI StlOULO ANY OF=tiFORE THE i trIIRATION DAT OR TO MAIL 3.0 DAYB WRITTEN NoTICS TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT F4ILURE TO Do SO SHALL IMPO86 NO OCLIGATION OR LIABILITY Ow ANY KINO UPON 'MC INSUAMR. ITS AGENTS OR R!'PRls4tiNTATlV69. i 25-S 2 l Fri. May 10, 2002 BA.M. 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ALL RIGHTS RESERVED No part of this information may be distributed in any electronic form or by any means, or stored in a database or retrieval system, without the prior written permission of the A.M. Best Company. Refer to our terms of use for additional details. is 11 Account Ustin • 1, Egbegt Mahan 972-656-5941 WorldCom 2270 Lakeside Blvd., Richardson, TX 75082 2. Thomas Foley, P.E. 703-354-7100 Virginia Concrete Company, Inc. P.O. Box 666, Springfield, VX',.. 22150 3. Jim Succop 703-471-8400 ECS, Ltd. 14026 Thunderbolt Place rte, tgo, Chantilly, VA 20151 • 4. Roger Tancreti 703-323-3551 Northern Virginia Community College System 8333 Little River Turn ike, Annandale, VA 22385 5. Major Daniel J. Leveille 717-861-8652 Pennsylvania Air Natl. Guard Ft. Indian Town Gap, 201 RHF ICEf 142 Gettysburg St. Annville, PA 17003 C FLORIDA DEPARTMENT OF STATE Katherine Harris Secretary of State March 27, 2002 FLORIDA FILING & SEARCH SERVICES, INC. TALLAHASSEE, FL Re: Document Number F01000000508 The Statement of Change of Registered Office and Registered Agent for ENVIRONMENTAL SERVICE AND TECHNOLOGY CORPORATION, a Virginia corporation, was filed on March 26, 2002. Should you have any questions regarding this matter, please telephone (850) 245- 6050, the Amendment Filing Section. Cheryl Coulliette Document Specialist Division of Corporations Account number: FCAOOOOOOO15 Letter Number: 102A00018258 Amount charged: 35.00 • Division of Corporations - P.Q. BOX 6327 -Tallahassee, Florida 32314 STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT. OR BOTH FOR CORPORATIONS Pursuant to the provisions of sections 607.0502, 617.0502, 607.1508, or 617.1504, Florida Statutes, the undersigned corporation organized under the laws of the State of V i r g i n i a submits the following statement in order to change its registered office or registered) agent, or both, in the State of Florida. 1. The name of the corporation Environmental Service and Technology Corporation 15510 Montanus Drive, Ste. B 2. The mailing address of the corporation Culpeper, VA 22701 3. Date of incorporation/qualification: 01 / 2 5/ 01 Document number: _ F 010 0 0 0 0 0 5 0 8 4. The name and address of the current registered agent and office: Capitol Corporate Services Inc. �-1 O N 1333 North Duval; Streets x Tallahassee, FL 32303 5. The name and address of the new registered agent (if changed) and/or registered o nice (if chp ftd): rn (P. O. Box Not Acceptable) m ( - Registered Agents Legal Services, Inc. r-- . 1333 North Duval Street,��, 00W Tallahassee, FL 32302 The street address of its registered office and the street address of the business offi+;e of its registered agent, as changed, will be identical. h than a was authorized by resolutio dull adopt d by its board of directors or by an officer so lori y the board. (Sa tore a an o icer, cha' an o e chairman of theboard) (Date) (Printed or typed name and title) - Having been named as registered agent and to accept service of process for the above stated corporation, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligation of my position as registered agent. ignature o egist gent ate If signing on behalf of an entity: n Michael W. Ashley Vice Pcesident (Typed or Printed Name) (Capacity) * * * FILING FEE: $35.00 * '" ca2045(9/00) DivisION of CORPORATIONS P.O. Box 6327 TAta.AHAmE, FL 32314 No Text • John B. Stanley, POE Petroleum Operations Engineer/Senior Estimator Principal PROFESSIONAL SUMMARY: Mr: Stanley is Senior Estimator for underground and aboveground storage tank services and is a founding member of ENSAT Corporation. Mr. Stanley has over 15 years experience in the design, installation and operation of underground and aboveground storage/piping/dispensing systems in the commercial/industrial/retail markets., His responsibilities include oversight of all project estimating, system design, production of CAD drawings, permitting as well as project management. Range of industries served includes fuel, chemical, water treatment, and fire protection. Prior to joining ENSAT, Mr. Stanley worked as a geological consultant to several major 611 and mining companies. He also owned and operated a full -line petroleum marketing firm in the mid -Atlantic area with annual sales of 13 million gallons. FIELDS OF EXPERTISE Fuel Storage Tank Design Installations Fuel Storage Tank Program Management Geophysical/Geochemical Investigations Mineral Exploration and Development Fleet Vehicle Operations Management Fiber Optic Repeater Site Installations EDUCATION: M.B.A., James Madison University, Harrisonburg, Virginia, 1984 B.S., Geology/Chemistry, College of William and Mary, Williamsburg, Virginia, 1977 PROFESSIONAL TRAINING: EBW Certification, 2000 Veeder Root Level I, II Certification, 1999 Containment Solutions, Fiberglass Tank Installation Technician Installation and Repair of Underground Storage Systems, Hartford Community College, Bel Air, Maryland, Fall 1992 Liquid Storage Tank Installation, University of Wisconsin -Madison, Department of Engineering Professional Development, Madison, Wisconsin, 1990 Groundwater Pollution and Hydrology, Groundwater Associates of Princeton, Princeton, New Jersey, January 1990 Leadership Course for Petroleum Marketing Executives, Petroleum Marketing Education Foundation, University of Virginia, Colgate Darden Graduate School of Business, Charlottesville, Virginia, 1986 REGISTRATIONS/CERTIFICATIONS: State of Utah Contractors License — Class A American Society of Petroleum Operations Engineers 4186 State of California Contractors License - Class A and Hazardous Materials (#778633) PROFESSIONAL/BUSINESS AFFILIATIONS: American Society of Petroleum Operations Engineers National Association of Texaco Wholesalers SELECTED PROJECT EXPERIENCE: Managed installation of multiple underground storage tank and pump installations totaling $750,000 in project costs for petroleum marketing firm. included installation of service station storage tanks and piping, electronic leak detection systems, cathodic protection systems, fuel island canopies, electronic fuel dispensers, and site controller systems. Development and management of underground storage tank program for petroleum marketing firm with ownership of 60 tanks, including installation construction specifications, pollution insurance qualification, closures and upgrades, and management of multiple'remediation projects. Managed projects involving excavation and drilling programs for clients including: Phillips petroleum. Company, Energy Fuels Company, Exmin Corporation, and Gulf Oil Corporation. Conducted mineral exploration programs in the Gulf Coast, Midwest and western United States. Project supervi sion of installation of fiber optic repeater sites along Route 99 from Sacramento to Los Angeles. Project scope consisted of grading, construction of equipment shelter and fuel tank pads, installation of grounding and electrical systems, installation of emergency power systems (Diesel and Propane), and installation of equipment and generator shelters. Project management of installation of underground an aboveground storage systems totalling $4.0 million in 2000 for diesel generators at telecommunications firms throughout the U.S. Included production of CAD drawings, procurement of permits, project management, and report generation. Project management of construction of a $1.3 million Dairy Queen - Texaco restaurant and Convenience stote 1h Stanadsvlllc, VA. Included procurement of project fina-ncing; architectural/civil design oversight, supervision of retail fuel facility installation and selection and procurement of all facility equipment. Project management of construction of $7,000,000 Texaco retail convenience center in Culpeper, VA. Included procurement of retail fuel facility equipment. Project management of underground storage tank closures and underground/ aboveground storage tank installations. Projects ranged in size from $10,000 to $300,000. 0 TECHNICAL PUBLICATIONS: Mr. Stanley has authored numerous articles on a variety of environmental topics for business and professional organizations. Her has also chaired panel discussions for national organizations and made numerous speeches to business organizations. PERSONAL INTERESTS: Open Water Diver (#0002766562) Tennis, Racquetball, Cycling 0 Winston Craig Melson Project Manager 0 PROFESSIONAL SUMMARY: Mr. Melson has over 20 years of experience with Underground and Aboveground Storage Tank installation, management and maintenance. He also has 28-years experience in the Fire Service, five of which were on the Career Service in Henrico County. He also has extensive training in personnel management, hazardous materials, and incident command procedures. FIELDS OF EXPERTISE: UST Installation & Maintenance AST Installation & Maintenance Underground Piping Hazardous Materials Containment Electronic Equipment Maintenance Various Heavy Equipment Operations, e.g., Backhoe and Excavator EDUCATION: Orange County High School Diploma, 1967 P ROFESSIONAL TRAINING: Fire Officer II, State of Virginia, 1992. Fire Service Instructor I, State of Virginia, 1986 Hazardous Materials I, State of Virginia, 1988 Hazardous Materials II, State of Virginia, 1989 Emergency Medical Technician, State of Virginia, 1993 Owens Corning Installation Certification, 1987 Xerxes Installation Certification, 1987 Ameron Piping Certification, 1990 A. O. Smith Piping Certification,1980 Total Containment Piping Certification, 1992 Breathing Apparatus Certification & Instructor, 1982 Fire Service Incident Command, 1982, 1984, 1985, 1988,1989, 1992,1993 Maryland Certification #MDIC 97-1282 Class T Expires 6/l/99 SELECTED PROJECT EXPERIENCE: Wise County, VDOT, 2,000 & 10,000-Gallon Tank & Pump Installation, 1993 Removal of Two 10,000-Gallon Tanks at Southern States, Culpeper, 1993 Removal of 10,000 Gallon Tank, Blue Bell, Madison County, 1993 PROFESSIONAL PROJECT EXPERIENCE: Conducted wetland delineation and obtained, necessary wetland permits for Rappahannock Electric Cooperative proposed 1.5 mile transmission line right-of-way project in Culpeper County, Virginia. Conducted wetland delineation for Rappahannock Electric Coopertive proposed office building project in Louisa County, Virginia. Conducted wetland mapping survey for private landowner in Orange County, Virginia. EMPLOYMENT HISTORY Project Manager — January 31, 1994 to Present ENSAT Corporation 15510 Montanus Drive, Suite B Culpeper, Virginia 22701 Supervisor: Michael A. Slivinski, President (540) 825-9083 1972 —1985 Henrico Fire Department Henrico County, Virginia Contact Person: Rickie McClure Self -Employed Retail Petroleum Industry Installation 1985 —1994 W. C. Melson, Inc. Owner/President Orange, Virginia 22960 Contact Person: Self C� Frank White Project Manager PROFESSIONAL SUMMARY: Mr. White is a Project Manager for the ENSAT Culpeper, Virginia office. He is responsible for mayketing, niaPiLgemetit, and project bidding activities in. the Washifibn Mmopolitwl arch, His duties hiclude manageltiftxt and rdV10w of all pwJects f om bid to AM close-6tit. . White's arch§ of expdfdg@ !t CERC A/itCRA co pllan0, ate Chdif Eterization add disposal, USTIAST system ddgigfl and management. He alb hold§ a District of Columbia, Maryland, and Delaware UST certification for tank removals and installations. FIELDS OF EXPERTISE Environmental Federal Regulations Hazardous Materials & Waste Management Environmental Site Assessments Underground Storage Tank Removal/Installation PCB Transformer & Retrofill PCB Contaminated Material Removal/Clean Up EDUCATION- B.S., Biology/Chemistry, Virginia Polytechnic and State University, Blacksburg, 1986 PROFESSIONAL TRAINING Owens Corning Tank Installer Xerxes Installation Ameron 3000L Fiberglass Pipe Installation Smith Fiberglass Pipe Installation OSHA 40-Hour Hazardous Waste Operations and Emergency Response Course - CFR 1210 Emergency Response and on -scene Incident Commander Confined Space and Confined Space Rescue REGISTRATIONS/CE TIFICATiONS: EPA - Accredited Certification Program: Lead for State of Virginia EBW Auto Stick Certification State of Delaware Department of Natural Resources and Environmental Control for Underground Storage Tanks Certificate #A6682 State of Maryland Department of the Environment Underground Storage System Technician Certification #NIDIC-2001-1278 SELECTED PROJECT EXPERIENCE: Seven years of environmental experience including: management and supervision of ENSAT projects from bid to final close-out, CERCLA/RCRA compliance, waste characterizations and disposal, UST system design and management, and office responsibilities such as financial planning, budget control, marketing, and business development. Managed various pump and tank projects that were over $1,000,000 in value. L .J C, William H. Graves, CHMM Principal PROFESSIONAL SUMMARY: Mr. Graves is the Chief Financial Officer and Principal of ENSAT Corporation. He has over 17 years experience dealing with hazardous waste handling and disposal for our industrial and transportation industry clients. He is responsible for general personnel supervision and marwgoment of remediatio:d projects. FIELDS OF EXPERTISE: Environmental Chemistry HAZMAT Training Residential and Commercial Construction UST Installation/Closure Site Characterization for UST Releases Real Estate Assessments RCRA Compliance Audits DOT Regulations/HAZMAT Transport HAZMAT Emergency Response Operations Hazardous and Nonhazardous Waste Removal and Disposal EDUCATION: M.B.A., Loyola College, 1990 (in progress) B.S., Chemistry, Frostburg State College, Frostburg, Maryland, 1982 Delaware Technical Institute, 1982 REGISTRATIONS/CERTIFICATIONS AHERA Asbestos Certified Building Inspector Maryland Approved Instructor: "Driver Certification for the Transportation of Hazardous Waste" Class "B" Driving Permit Maryland/New Jersey Hazardous Waste Transportation Permit Certified Hazardous Materials Manager accredited by the Institute of Hazardous Materials Managers, Rockville, Maryland SELECTED PROJECT EXPERIENCE: Supervised the disposal of over one-half million pounds and 50,000 drums of hazardous and toxic waste from various facilities in the Mid -Atlantic region. Supervised the largest on -going clean-up Project in Washington, D.C. in 1988 and 1989. r Managed waste disposal operations involving both hazardous and nonhazardous waste within the United States and Puerto Rico. Managed hydrogeologic investigations and contaminant studies related to releases from underground storage tanks including development of remedial action plans. Managed projects involving the development of ground water remediation plans and installation of ground water treatment equipment including dissolved phase treatment via carbon filtration and aeratiob, and fred product separation and remoVWW Manegeg dll PhMes ofprzjift-t W@kk, business &Velopmedt dhd company fliN490dent functions for ENSAT Corporation. Project types include Phase I, II and III environmental assessments, UST closures, waste disposal, and remediation of leaking underground storage tanks. Developed and implemented environmental real estate assessment program for ATEC's Columbia, Maryland office. This included the management of multimillion dollar investigation and remediation programs including the largest on -going remediation project in the District of Columbia for the period of 1988 through 1990. At Eastern Chemical Waste System, Washington, D.C., responsibilities included all facets of managing hazardous waste management transportation, remediation, disposal, and emergency response operations throughout the Mid -Atlantic region. Managed staff of approximately 25 chemists, environmental specialists, field technicians, and drivers. TECHNICAL PUBLICATIONS: Mr. Graves has authored numerous articles on a variety of environmental topics for professional organizations and publications. He also has made numerous presentations pertaining to environmental topics. 0 ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES Reviewed Consolidated Financial Statements December 31, 2000 • CONTENTS ACCOUNTANTS' REVIEW REPORT REVIEWED FINANCIAL STATEMENTS Consolidated Balance Sheet Consolidated Statement of Income and Comprehensive Income Consolidated Statement of Changes in Stockholders' Equity Consolidated Statement of Cash Flows Notes to Financial Statements M OTHER FINANCIAL INFORMATION Consolidated Schedule of Direct Expenses Consolidated Schedule of Indirect Expenses Consolidated Schedule of General and Administrative Expenses 110 PAGE 3 4 5 6 7-8 9-17 19 19 20 ANI� ,COMPANY :` CERTIFIED PUBLIC ACCOUNTANT S LARRY F. STOKES, C.P.A. SCOTT A. WEBB. C.P.A., C.F.F.- MATTHEW F. PENNIMAN. G.P.A. MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS - SEC AND PRIVATE COMPANIES PRACTICE SECTIONS STOKES & COMPANY. P.G- WASHINGTON OPPICS 1275 K. STREET, N.W. SUITE 1201 WASHINGTON. D.C. ROOOS (202) 289.4700 FAX (202) 209-4887 93ALTIMORIE OFFICE EXECUTIVE CENTRE AT HOOKS LANE 6 RESERVOIR CIRCLE SUITE 200 BALTIM�,RE. MD 21 208 (AIO) 488-7975 ACCOUNTANTS' REVIEW REPORT To the Board of Directors Environmental Service & Technology Corporation and Subsidiaries We have reviewed the accompanying consolidated balance sheet of Environmental Service & Technology Corporation and Subsidiaries as of December 31, 2000, and the related consolidated statements of income and comprehensive income, changes in stockholders' equity and cash flows for the year then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Cerdfied.Public Accountants. All information included in these financial statements is the representation of the management of Environmental Service & Technology Corporation and Subsidiaries. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion } regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modification that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. Our review was made for the purpose of expressing limited assurance that there are no material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles. The information included i in the accompanying other financial information is presented only for supplementary analysis purposes. Such information has been subjected to the inquiry, and analytical procedures applied in the review of the basic financial statements, and we are not aware of any material modifications that should be made to it. y} � STOKES & COMPANY, P. U Washington, D.C. May 23, 2001, except for Note J, for which the date is October 17, 2001. • 0 ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 2000 ASSETS Calilt�.iaM►)1.1�� 4� Cash $ 33,663 Accounts receivable - trade 3,116,863 Accounts receivable - other 108,720 Costs and estimated earnings in excess of billings 552,228 Prepaid expenses 77,494 Total current assets 3,888,968 PROPERTY AND EQUIPMENT Leasehold improvements, equipment and furniture & fixtures, net of accumulated depreciation and amortization of $577,702 312,863 OTHER ASSETS Deposits 7,898. Goodwill, net of accumulated amortization of $26,913 71,116 Total other assets 79,014 $ 4,280,845 LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 1,930,350 Accrued salaries 354,127 Accrued shareholders performance bonuses 420,576 Income taxes payable and deferred 89,338 Installment payable 32,216 Billings in excess of costs and estimated earnings 272,669 Notes payable 674,282 Capital lease obligations 5,394 Total current liabilities 3,778,952 LONG-TERM LIABILITIES Notes payable, less current portion 27,804 Capital lease obligation, less current portion 2,407 Deferred tax liability 14,009 3,823,172 STOCKHOLDERS' EQUITY Common stock, no par value; 100,000 shares authorized; 34,879 shares issued and outstanding 32,261 Retained earnings 399,313 Accumulated other comprehensive income 26,099 Total stockholders' equity 457,673 $ 4,280,845 See accompanying notes and accountants' report. 4 ... ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2000 CONTRACT REVENUE DIRECT EXPENSES Gross profit INDIRECT EXPENSES GENERAL AND ADMINISTRATIVE EXPENSES Income from operations OTHER INCOME AND EXPENSE Interest income Interest expense Penalties Loss on sale of assets Other income Net other expense Income before provision for income taxes Provision for income taxes Net income OTHER COMPREHENSIVE INCOME Foreign currency translation adjustments Comprehensive income M $ 12,356,270 9,181,168 3,175,102 1,175,198 1,850,216 3,025,414 149,688 1,880 (105,281) (4,905) (966) 26,237 (83,035) 66,653 52,572 14,081 226 $ 14,307 1�i See accompanying notes and accountants' report. w F �s le • a� u n v G d U � 00 M 64 b M w M U � CFj v � N c' 1 cr1 rtii y � n v ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2000 CASH FLOWS FROM OPERATING ACTIVITIES Contract revenue Interest and other income received Payments to vendors, suppliers and employees Income taxes paid NET CASH PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of subsidiary's assets Purchased goodwill of subsidiary Purchase of property and equipment Sale of property and equipment Refunded deposit NET CASH USED BY INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Cash acquired, from subsidiary Proceeds from loans Loan repayments Payment of dividends Purchase treasury stock Increase in accumulated other comprehensive income NET CASH PROVIDED BY FINANCING ACTIVITIES NET INCREASE IN CASH CASH at beginning of year CASH at end of year $ 10,396,038 285117 (10,384,002) (16,771) 23,382 (410,026) (38,837) (151,477) 3,871 2,850 (593,619) 404,597 8,098,066 (7,902,044) (3,487) (39) 226 597,319 27,082 6,581 $ 33,663 E See accompanying notes and accountants' report. 7 ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) YEAR ENDED DECEMBER 31, 2000 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization - Loss on sale of assets (Increase) decrease in assets: Accounts receivable - trade Accounts receivable - other Costs and estimated earnings in excess of billings Prepaid expense Increase (decrease) in liabilities: Accounts payable and accrued expenses Accrued salaries Accrued shareholders performance bonuses Income taxes payable and deferred Installment payable Subcontractor deposits and retainers Employee advance Billings in excess of costs and estimated earnings Defined contribution plan payable NET CASH PROVIDED BY OPERATING ACTIVITIES See accompanying notes and accountants' report. $ . 14,081 108,783 966 (1,555,011), (108,720) (289,268) (2,581) 1,374,698 191,031 420,576 (40,927) 32,216 (7,233) (1,824) 8,701 (122,106) $ 23,382 H. ENVIRONMENTAL SERVICE & TECHNOLOGY CoRpORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2000 NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of organization Environmental Service & Technology Corporation (ENSAT) was incorporated in the Commonwealth of Virginia on November 7, 1989. The Company was incorporated for the purpose of providing environmental assessments of real property, underground storage tank management programs, groundwater and soil contamination investigations and environmental remediation of contaminated sites. On September 7,1994, ENSAT and MacViro Consultants, Inc. (MacViro) formed Environmental Service and Technology Corporation of Canada, Inc. (ENSAT, Canada), and incorporated it under the Ontario Business Corporations Act. On December 31, 1998, ENSAT acquired MacViro's 50% interest in ENSAT Canada for the price of $1. The excess of ENSAT's original cost over the net book value of the shares of common stock amounting to $59,192, at fhe time of this acquisition, has been recorded to goodwill and is being amortized over five years on the straight-line basis. On July 28, 2000, ENSAT acquired 100% of the outstanding Common stock of Analytical Services, Incorporated (ASI), a Maryland Corporation, which became a wholly owned subsidiary. ASI is in the business of providing consulting services to various government agencies in the areas of environmental and hazardous materials management systems. 0 General policy for accounting for business combinations allocation of purchase price, and ac uisition contingencies The Company assesses each business combination to determine whether the pooling of interests or the purchase method of accounting is appropriate. For those business combinations accounted for under the pooling of interests method, the financial statements are combined with those of the Company at their historical amounts, and, if material, all periods presented are restated as if the combination occurred on the first day of the earliest year presented. For those acquisitions accounted for using the purchase method of accounting, the Company allocates the cost of the acquired business to the assets acquired and the liabilities assumed based on estimates of fair values thereof. These estimates are revised during the allocation period as necessary when, and if, information regarding contingencies becomes available to define and quantify assets acquired and liabilities assumed. The allocation period varies but does not exceed one year. To the extent contingencies such as pre -acquisition environmental matters, litigation, and related legal fees are resolved or settled during the allocation period, such items are included in the revised allocation of the purchase price. After the allocation period, the effect of changes in such contingencies is included in the results of operations in the period in which the adjustments are determined. Princiules of consolidation J. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material inter -company accounts, transactions, and profits are eliminated in consolidation. 9 ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) December 31, 2000 NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Cash and cash equivalents The Company considers deposits that can be redeemed on demand and investments that have. original maturities of less than three months, when purchased, to be cash equivalents. As of December 31, 2000 the Company had no cash. equivalents. Accounts receivable The Company has elected to record bad debts using the direct write-off method. Generally accepted accounting principles require that the allowance method be used to recognize bad debts; however, the effect of using the direct write-off method is not materially different from the results that would have been obtained under the allowance method. Property and equip _meat Property and equipment are recorded at cost. Expenditures for .major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in .the results of operations for the respective period. Items of $1,000 or more are capitalized. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Leasehold Improvements 39 years Construction Equipment 5&7 years Office Furniture and Equipment 5&7 years Depreciation expense for the year ending December 31, 2000 was $93,709. Use of estimates Preparing the Company's consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is 10 LIA ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) December 31, 2000 NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income taxes Continued recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non -current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2000 the Company has recorded deferred tax liabilities in the amount of $52,211, which relate to timing differences in the recognition of depreciation deductions and use of the cash method by ASI. Of this amount, $14,009 is considered to have a long-term effect. Goodwill The excess of acquisition costs over the fair value of businesses acquired is being amortized over five years using the straight-line method. Management believes that there has been no impairment of the goodwill as reflected in the Company's consolidated financial statements of December 31, 2000. .The .Company has adopted- reduced amortization periods reflecting the approximate utility of the purchased goodwill. Cost in excess of net assets, net of amortization, was $71,116 as of December 31, 2000. Amortization expense for the year ended December 31, 2000 was $15,074.. 0 Revenue reco Yition The Company and its subsidiaries recognize engineering, construction and other government prime and subcontract revenues using the percentage -of -completion method, based primarily on contract costs incurred to date compared with total estimated contract costs. Contracts are segmented between types of services, such as engineering and construction and, accordingly, gross profit related to each activity is recognized as those separate services are rendered. The Company also earns revenue on time and materials and cost plus fixed fee contracts, which is recognized as time is spent and costs are incurred. Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined. Claims against customers are recognized as revenue upon settlement. Revenues recognized in excess of amounts billed are classified as current assets under costs and estimated earnings in excess of billings. Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under billings in excess of costs and esthnated earnings. Changes in project performance and conditions, estimated profitability, and final contract settlements may result in future revisions to construction contract costs and revenue. Advertising costs Advertising costs are expensed as incurred. Advertising expense totaled $11,456 for 2000. 11 • ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDL4RIES Notes to Consolidated Financial Statements (Continued) December 31, 2000 NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Com rehensive income Comprehensive income consists of net income and other gains and losses affecting shareholders' equity that, under generally accepted accounting principles are excluded from net income. For the Company, comprehensive income consists entirely of foreign currency translation gains and losses NOTE B — MERGERS AND ACQUISITIONS On July 28, 2000, the Company acquired Analytical Services, Incorporated. The acquisition, which was accomplished through the purchase of 100% of the outstanding Common and Preferred stock, was accounted for under the purchase method of accounting and, accordingly, the results of operations have been included in the Company's consolidated financial statements since the date of acquisition. The purchase price of $448,862 was allocated to the individual. assets acquired and liabilities assumed based. upon their respective fair values at the date of acquisition. The transaction resulted in cost in excess of net assets acquired of $38,836, which was allocated to goodwill and is being amortized over a 5-year period. The acquisition was financed by the payment of $350,000 in cash and the issuance of a short-term installment obligation for five payments of $10,000 plus interest at the rate of 7% per annum, commencing August of.2000; and an additional short term note requiring four equal payments of $12,216 plus interest at the rate of 10% per annum commencing October of 2000. As of December 31, 2000, the Company owed two payments of $10,000 each and one further installment of $12,216 plus the accrued interest thereon. There were no significant transactions between ASI and ENSAT or its subsidiary before the combination and no adjustments were necessary to conform ASI's accounting policies. NOTE C — PROPERTY AND EQUIPMENT Property and equipment are summarized by major classifications as follows: 2000 Leasehold Improvements $ 49,780 Testing Equipment 176,171 Vehicles 365,391 Office Furniture and Equipment 299,223 890,565 Less accumulated depreciation and amortization 577,702 12 ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) December 31, 2000 NOTE D — ACCRUED SHAREHOLDERS PERFORMANCE BONUSES The Company has accrued $420,576 for performance bonuses to its shareholders. It has been the Company's policy to pay these bonuses and then require the shareholders to loan the net funds back to the Company for the purpose of cash management. Management anticipates that it will require the same during 2001. The Company then repays the loan, with interest at the federal statutory rate, as cash from earnings and receivable collections are received during the year. NOTE E — COSTS AND ESTIMATED EARNINGS Costs incurred on contracts $13,045,171 Estimated earnings 5,010,741 18,061,912 Less billings to date (17 782,353) Included in the accompanying balance sheet under the following captions: Costs and estimated earnings in excess of billings $552,228 Billings in excess of costs and estimated earnings 27� 2 669a NOTE F — NOTES PAYABLE The Company had the following debt arrangements in place at December 31, 2000: The Company has available revolving lines of credit with Guaranty Bank (Bank) for the lesser of (a) $1,500,000, or (b) the suns of 75% of eligible domestic trade accounts receivable, defined as those receivables less than 120 days from invoice date plus those receivables over 120 days that have been pre -approved and documented by the Bank. The lines of credit expire on May 30, 2001, unless extended. Borrowings under the lines of credit bear interest at the Bank's daily prime interest rate (9.50% at December 31, 2000) plus .75% and is payable on the first day of each month. Substantially all of the Company's assets and the assignment of life insurance policies on the two principal shareholders, and personal guarantees by the seven largest active shareholders collateralize any borrowings. The outstanding balance on the lines of credit was $626,421at December 31, 2000. Borrowings under the lines are subject to certain financial covenants and restrictions on indebtedness, dividend payments, financial guarantees, business combinations, and other related iteins. As of December 31, 2000, the Company has breached the loan covenant concerning its debt to equity ratio. At December 31, 2000, the ratio is 6.88:1. The covenant provides for a ratio of 3.5:1. The Company exceeded the ratio' because of its accrual of performance bonuses to shareholders. As further discussed in Note D, these will be paid over the next 12 months. Had the Company not accrued the bonuses its debt to equity ratio would have been 3.43:1, prior to any provision for taxes. Balance on line of credit at December 31, 2000 $626 421 13 ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) December 31, 2000 NOTE F — NOTES PAYABLE (Continued) Balance forward $626,421 Note payable to Guaranty Bank due in monthly installments of $320, including interest at 9.5%, secured by a copier. 7,716 Note payable to Wachovia Bank due in monthly installments of $781, including interest at 7.467%, secured by a 1998 Chevrolet Truck. 9,725 Note payable to Wachovia Bank due in monthly installments of $690, including interest at 9.0%, secured by a 1998 Chevrolet Truck. 9,134 Note payable to Wachovia Bank due in monthly installments of $543, including interest at 9.00%, secured by a 1999 Chevrolet Truck. 7,185 Note payable to Wachovia Bank due in monthly installments of $661, including interest at 7.99%, secured by a 1998 Chevrolet Truck. 9,331 Note payable to Guaranty Bank due in monthly installments of $320, including interest at 9.0%, secured by a new Truck. 16,822 Note payable to Guaranty Bank due in monthly installments of $320, including interest at 9.25%, secured by a new Truck. 15,752 702,086 Less current portion of debt 67( 4,282) Long-term debt Maturities of long-term debt are as follows: Year ending December 3.1, 2002 $22,455 2003 5,349 NOTE G — OPERATING LEASE OBLIGATIONS Office leases Effective February 1, 1997, the Company entered into a 36 month non -cancelable lease for office space in Culpeper, Virginia with Culpeper Land Investments, LLC. Rental payments are $2,733 per month. The lease 14 ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) December 31, 2000 NOTE G — OPERATING LEASE OBLIGATIONS (Continued) may be extended for two additional 12-month terms at $1,400 per month. Rent expense for the year ended December 31, 2000 totaled $18,133. Effective December 1, 1997, the Company entered into a 60-month non -cancelable lease for office space in Columbia, Maryland with Crossroads Park Limited Partnership. Rental payments for the first 12 months were $1,950 per month. Payments are scheduled to increase 5% per year for the second and third years and 3% per year for the fourth and fifth years. Rent expense for the year ended December 31, 2000 totaled $25,853. At December 31, 2000, future minimum annual payments required under the operating leases are as follows: Year ending December 31, 2001 $43,428 2002 2—�0 Tong -Term Operating Lease with a Related Puty On January 1, 2000, the Company entered into a lease for office space with an association owned by three of the Company's shareholders. The lease is term is for 24 months ending on December 31, 2001. Prior expiration is, possible with payment of a penalty of $9,000. Subsequent to the original term of the lease the Company can abandon the premises without penalty upon 60 days written notice. The monthly rent is $1,500 per month. During the year ended December 31, 2000, rent expense incurred and paid under this lease was $18,000. At December 31, 2000, the Company was obligated for an additional $18,000 in lease payments. In addition to the office space, the Company leases various items of equipment from a partnership owned by the two principal Company shareholders. NOTE H — CAPITAL LEASE OBLIGATIONS The Company has entered into the following capital lease commitments: Thirty-six month non -cancelable lease of equipment from Technical Safety and Rescue Products commencing April 30, 1999 with monthly payments of $186. Thirty-six month non -cancelable lease of equipment from Inter -Tel Leasing, Inc. commencing July 1, 1999 with monthly payments of $195. Twenty-two month non -cancelable lease of equipment from Inter -Tel Leasing, Inc. commencing August 1, 2000 with monthly payments of $167. 15 ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) December 31, 2000 NOTE H — CAPITAL LEASE OBLIGATIONS (Continued) At December 31, 2000, future minimum annual payments under the above capitalized leases are as follows: Year ending December 31, 2001 2002 Total future minimum lease payments Less estimated executory costs included in capital leases Less amount representing interest Present value of net minimum lease payments Less current maturities Long-term capital lease obligations 0 NOTE I — PROVISION FOR INCOME TAXES $ 6,915 2,177 9,092 433 858 7,801 5,394 $ 2.407 The company is required to pay federal and state taxes on its net income. A provision for taxes has been provided and it consists of the following components: Current taxes $49,846 Deferred taxes 2,726 S52.572 NOTE 7 - DEFINED CONTRIBUTION PLAN The Company sponsors a defined contribution pension plan covering all of its qualified full-time employees. The plan provides for voluntary employee contributions and allows discretionary Company contributions. The Company has made no provision for contributions for the year ended December 31, 2000. NOTE K — RELATED PARTY TRANSACTIONS The Company leases various vehicles and other equipment from B & M Leasing, an entity owned by the Company's two primary stockholders. The leases generally provide that the Company will bear the cost of property taxes and insurance. ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) December 31, 2000. NOTE K — RELATED PARTY TRANSACTIONS (Continued) Details of the principal operating leases with related parties as of December 31, 2000, including the effect of renewals and amendments executed subsequent to December 31, 2000, are as follows: Name of Related Party/ Description of Lease B&M Leasing, LLC: F-350 Ford Truck' F-250 Ford Truck E-61, Haulmark Trailer Copier and Fax Machine Basic Future Annual Minimum Date of Rental Rental Lease Term . Amount Amounts 12-01-00 3 years $9,276 $27,055 12-01-00 3 years $9,276 $27,055 12-01.00 3 years $2,004 $5,845 02-01-00 2 years $3,252 $3,523 Rent incurred and paid to these related parties was $4,694 for the year ended December 31, 2000. Future minimum lease payments to these related parties as of December 31, 2000, are as follows: Year Ending December 31, 2001 $23,808 2002 20,827 2003 18;843 The Company leases administrative offices on a lease from an association comprised of the three of the Company's stockholders. A further discussion of the lease is included in Note G. • • 1-1 17 • OTHER FINANCIAL INFORMATION • r� ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED SCHEDULES OF DIRECT AND INDIRECT EXPENSES YEAR ENDED DECEM13ER 31, 2000 DIRECT EXPENSES Salaries Subcontractors Supplies and materials Fuel oil Equipment rental Commissions Business travel Field office administartion Permits and bonds Legal fees Site security Other direct costs INDMEECT EXPENSES Salaries Maintenance and repair Fuel Insurance and taxes Depreciation Finance charge Interest Lease payment Small tools Consumables Payroll taxes Commissions Travel Field office administration $ 1,370,560 5,272,677 1,651,489 206,656 275,858 23,709 289,129 25,676 58,298 3,729 536 2,851 $ 9,181,168 $ 511,420 53,555 48591 270,8989 57,105 4,260 2,474 862 6,107. 5,830 171,056 204,111 29,160 53,578 $ 1,175,198 • See accountants' report. 19 ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBS]DIARIES CONSOLIDATED SCHEDULES OF DIRECT AND INDIRECT EXPENSES YEAR ENDED DECEMBER 31, 2000 DIRECT EXPENSES Salaries Subcontractors Supplies and materials Fuel oil Equipment rental Commissions Business travel Field office administrrtion Permits and bonds Legal fees Site security Other direct costs 1N MECT EXPENSES Salaries Maintenance and repair Fuel Insurance and taxes Depreciation Finance charge Interest Lease payment Small tools Consumables Payroll taxes Commissions Travel Field office administration $ 1,370,560 5,272,677 1,651,489 206,656 275,858 23,709 289,129 25,676 58,298 3,729 536 2,851 $ 9,181,168 $ 511,420 53,555 48,591 27,089 57,105 4,260 2,474 862 6,107, 5,830 171,056 204,111 29,160 - $ 1,175,198 See accountants' report. 19 . - ENVIRONMENTAL SERVICE & TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES YEAR ENDED DECEMBER 31, 2000 GENERAL AND ADMINISTRATIVE EXPENSES Advertising and promotion $ 50,436 Bad debt 47,595 Bank fees 7,790 Commissions 522,033 Charitable contributions 44,827 Contract labor 1,672 Depreciation and amortization 51,678 Dues and subscriptions 6,702 Employee benefits 235,785 Insurance 69,581 Meals 5,943 Mileage and per diem 3,252 Miscellaneous 7,941 Office expense 52,249 Payroll and other taxes 48,150 Postage and shipping 15,273 Professional fees 7.1,841 Recruiting 917 Relocation 1,366 68,810 Rent ... Repairs and maintenance 37,417 Salaries 288,394 Safety training 7,861 Seminar and training 17,49550,791 Telephone Travel 114,184 utilities 12,837 Vendor service charges 7.396 $ 1,850,216 2 See accountants' report. K11 • 16: 59 FAX 954 724 2408 CITY-TAI l¢J 001 EXHIBIT 2 a 1 EMR RESOr NV..Uzl 2�7� r oa a a o� pn c O m C� r C CD m O n n O mom Q z -a A O r z 0 z 0 �n m N � C Fm �N0 0Z N � m co AGREEMENT BETWEEN THE CITY OF TAMARAC AND ENSAT CORPORATION THIS AGREEMENT is made and entered into this day of 14# , 2002 by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and ENSAT Corporation, a Virginia corporation, with principal offices located at 15510 Montanus Drive, Suite B, Culpepper, Virginia 22701 (the "CONTRACTOR") to provide for the supply and installation of a fuel monitoring system. Now therefore, in consideration of the mutual covenants hereinafter set forth, the CITY and CONTRACTOR agree as follows: 1) The Contract Documents The contract documents consist of this Agreement, all documents included in Bid 02-07B, conditions of the contract (General, Supplementary and other Conditions), drawings, specifications, all addenda issued prior to, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement if attached to this Agreement or repeated therein. 2) The Work The CONTRACTOR shall perform all work for the City required by the contract documents and Bid 02-07B as set forth below: a) The work of this contract consists of Contractor providing all material, equipment, and labor to install a new monitoring system for two underground storage tanks, located at the Public Works Compound Fueling Island which includes the operation of two fiberglass single wall tanks: a 1,000 gallon diesel tank and a 10,000 gallon gasoline tank. Four water monitoring wells are also be linked to the system. b) CONTRACTOR shall clean up and remove each day all debris and material created by the work at the CONTRACTOR's expense. c) CONTRACTOR shall supervise the work force to ensure that all workmen conduct themselves and perform their work in a safe and professional manner. CONTRACTOR shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. CONTRACTOR shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the CONTRACTOR's expense. d) All equipment must be stored in a safe manner when not in operation. The CITY shall not be responsible for damage to any equipment or personal injuries caused by the CONTRACTOR's failure to safely store equipment. e) CONTRACTOR shall provide the CITY with seventy-two (72) hours written notice prior to the beginning of work under this Agreement and prior to any schedule change with the exception of inclement weather. f) CONTRACTOR shall comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the CONTRACTOR, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. 3) Insurance CONTRACTOR shall obtain at Contractor's expense all necessary insurance in such form and amount as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, and all other insurance as required by the City, including Professional Liability when appropriate. CONTRACTOR shall maintain such insurance in full force and effect during the life of this Agreement. CONTRACTOR shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The CONTRACTOR will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. CONTRACTOR shall indemnify and hold the City harmless for any damages resulting from failure of the CONTRACTOR to take out and maintain such insurance. Contractor's Liability Insurance policies shall be endorsed to add the City as an additional insured. CONTRACTOR shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 4) Time of Commencement and Substantial Completion The work to be performed under this Agreement shall be commenced after execution of the Agreement and not later than ten (10) calendar days after the date of the receipt of the official Notice -to -Proceed. The work shall be completed no later than sixty (60) days after the date of the Notice -to -Proceed. 5) Contract Sum The Contract Sum is Twenty -Seven Thousand Eight Hundred Eighty Dollars and no/100 ($27,880.00). 6) Payments The City shall pay in full the Contract Sum to the Contractor upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Contractor for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. 7) Waiver of Liens Prior to payment of the Contract Sum, a final waiver of lien shall be submitted by all suppliers, subcontractors, and/or Contractors who worked on the project that is the subject of this Agreement. 8) Warranty CONTRACTOR shall warrant the installation of the fuel monitoring system for two underground storage tanks for a period of one year from the date of completion of work. In the event that defect occurs during this time, Contractor shall perform such steps as required in Technical Specifications and Terms and Conditions. Contractor shall be responsible for any damages caused by defect to affected area or to interior structure. 9) Indemnification The CONTRACTOR shall indemnify and hold harmless the CITY, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the CONTRACTOR or its officers, employees, agents, subcontractors, or independent contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the CITY or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. 10) Non -Discrimination The CONTRACTOR agrees that it shall not discriminate against any of its employees or applicants for employment because of their age, handicap, race, color, religion, sex, or national origin, and to abide by all federal and State laws regarding non-discrimination. The CONTRACTOR further agrees to insert the foregoing provisions in all subcontracts hereunder except subcontracts for standard commercial supplies or raw materials. Any violation of such provisions shall constitute a material breach of this Agreement. K 11) Independent Contractor CONTRACTOR is an independent contractor under this Agreement. Personal services provided by the CONTRACTOR shall be by employees of the CONTRACTOR and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the CITY. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the CONTRACTOR. 12) Assignment and Subcontracting CONTRACTOR shall not transfer or assign the performance required by this Agreement without the prior written consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 13) Notice Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the following addresses. City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, Florida 33321 With a copy to the City Attorney at the same address. CONTRACTOR William H. Graves Vice President ENSAT Corporation 15510 Montanus Drive, Suite B Culpepper, Virginia 22701 540-825-9083 14) Termination This Agreement may be terminated by City or CONTRACTOR for cause or by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the CONTRACTOR shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONTRACTOR abandons this Agreement or causes it to be terminated, CONTRACTOR shall indemnify the city against loss pertaining to this termination. 4 Default by CONTRACTOR: In addition to all other remedies available to the CITY, this Agreement shall be subject to cancellation by the CITY should the CONTRACTOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by CONTRACTOR of written notice of such neglect or failure. 15) Agreement Subject to Funding This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 16) Venue This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 17) Signatory Authority The CONTRACTOR shall provide the CITY with copies of requisite documentation evidencing that the signatory for CONTRACTOR has the authority to enter into this Agreement. 18) Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The nonenforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 19) Merger; Amendment This Agreement constitutes the entire Agreement between the CONTRACTOR and the CITY, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the CONTRACTOR and the CITY. 5 IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, through its Mayor and ENSAT Corporation, signing by and through its Vice President, duly authorized to execute same. ATTEST: Marion Swe son, CMC City Clerk Date: �5131 , ATTEST: (Corporate Secretary) �AL?N 14Z9o,uDd140. Type/Print Name of Corporate Secy (CORPORATE SEAL) CITY OF TAMARAC e Schreiber, Mayor Date:" Jeffrey L. iller, City Manager Date: a o --A� ENSAT CORP ION ( ignature of Vice President) William H. Graves Type/Print Name of Vice President N. Date: CORPORATE ACKNOWLEDGEMENT STATE OF [146,1 A -- :SS COUNTY OF 4-: I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the Sate aforesaid and in the County aforesaid to take acknowledgments, personally appeared William H. Graves Vice President of ENSAT Corporation, a Virginia Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this day of , 20QJ * n il L-SignAr6of Notary Public,..--- State/q Florida at Large 611rint, Type or Stamp Name of Notary Public Personally known to me or Produced Identification Type of I.D. Produced DID take an oath, or DID NOT take an oath. rI