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2014-074 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made this ,c301--b day of 2014, between the City of Clermont, a Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY") and PDCS, LLC., whose address is 3361 Rouse Road, Suite 210, Orlando, FL 32817 (hereinafter referred to as "CONTRACTOR"). WITNESSETH WHEREAS, the City is in need of qualified, professional services to assist the City with building plans review and inspections; and WHEREAS, CONTRACTOR has entered into an agreement with Sumter County Florida dated June 11, 2013 to provide similar services and the City desires to utilize that agreement with Sumter County Flonda, in accordance with the City's Purchasing Policy; and WHEREAS, the agreement between CONTRACTOR and Sumter County Florida was entered into in accordance with the public procurement policies of Sumter County. NOW THEREFORE, in consideration of the covenants, representations and agreements herein contained, the parties agree as follows: 1. SCOPE OF SERVICES: The CITY agrees to and does engage CONTRACTOR to perform the professional services as more particularly described and set forth in the June 11, 2013 agreement between Sumter County Florida and CONTRACTOR attached hereto and incorporated herein as Exhibit "A". To the extend of conflict between the terms and conditions of Exhibit "A" and the body-of tis Agreement,the body of this Agreement shall prevail and control, and further agrees: 2. AUTHORIZATION TO PROCEED: CONTRACTOR shall only be authorized to proceed upon receipt of a written notice to proceed or purchase order by CITY. It is acknowledged and agreed by CONTRACTOR, that the services contemplated herein are on an as needed basis and this Agreement does not guarantee and assignment of work or services to be performed to CONTRACTOR. Further that the services are intended to supplement the services provided by CITY personnel and other consultants as determined by CITY in its sole discretion. 3. COMPENSATION FOR SERVICES: a. CITY shall compensate CONTRACTOR in accordance with the compensation schedule set forth in Exhibit "A" attached hereto and incorporated herein. As a condition precedent to receiving payment, CONTRACTOR shall have been authorized to proceed by CITY for the authorized_ tasks, shall not be in default of any of the terms and conditions of this Agreement and shall provide to CITY an invoice. All invoices submitted for compensation shall include a statement by CONTRACTOR that states as follows: "This statement sets forth only actual time spent by the firm's employees 1 and does not contain any unit billing, multipliers, or other devices that permit payment for more than actual time spent." b. CITY shall pay all valid, approved and undisputed invoices within thirty(30)days of receipt from CONTRACTOR. In the event that CITY disputes any invoice submitted, it shall advise CONTRACTOR in wnting and said invoice shall not be deemed due and payable under this agreement. Neither the CITY's review approval or acceptance of, nor payment for, any services provided hereunder shall be construed to operate as a waiver of any rights under this Agreement and the CONTRACTOR shall be liable to CITY for any and all damages to CITY caused by the CONTRACTOR's negligent or wrongful performance of any of the services furnished under this Agreement. c. CONTRACTOR agrees to assign competent professionals to perform the assigned responsibilities and duties faithfully, intelligently, and to the best of their ability, and in the best interest of CITY dunng the term of this Agreement. All services provided shall be performed in accordance with this Agreement and with any and all applicable law, professional standards and guidelines. CITY may request CONTRACTOR to make changes in the scope of services or make revisions to the work performed. Any changes or revisions requested by CITY that are not due to CONTRACTOR's error, omission or negligence will be incorporated into the scope of services by written amendment to this agreement and CONTRACTOR may be entitled to additional compensation upon the agreement of the parties. 4. TERM. This Agreement shall take effect when executed by both parties and shall continue until the Agreement is terminated by Sumter County Florida or as provided in Section 5 below. 5. TERMINATION. a. The non-breaching party upon breach of the terms and conditions contained herein may immediately terminate this Agreement. b. Additionally, CITY shall have the right to terminate the agreement, for any reason, upon thirty (30) days written notice to CONTRACTOR. In the event of termination by the CITY pursuant to this section 5b, CONTRACTOR shall be compensated in accordance with the services completed and accepted, as of the date of the termination and as set forth in the Scope of Services. 6. RESPONSIBILITIES OF CONTRACTOR. In addition to all other responsibilities provided herein, CONTRACTOR expressly understands and agrees that, through the above- referenced assigned personnel, it shall perform all of the services required in the Scope of Services, and further agrees as follows: a. CONTRACTOR may retain subcontractors to provide any of the services contemplated herein. Said subcontractors shall be used at the sole expense of CONTRACTOR, under the direct supervision of CONTRACTOR and with the pnor written approval of CITY. b. CONTRACTOR expressly acknowledges that any and all documents, plans, 2 designs, reports, and specifications related to the project and acquired or created by CONTRACTOR shall "remain, at all times the property of CITY and CONTRACTOR. CONTRACTOR, therefore, shall preserve and maintain said records and shall immediately provide copies of them to CITY upon termination of this Agreement. 7. RESPONSIBILITIES OF CITY. The City shall provide full information, as reasonably directed by CONTRACTOR, regarding the requirements of the project. 8. AUTHORIZED REPRESENTATIVE OF THE CITY. During the term of this Agreement, the City Manager shall designate a representative authonzed to act on behalf of the CITY, as provided by law,with respect to the project. 9. INSURANCE PROVIDED BY CONTRACTOR. a. CONTRACTOR shall provide and maintain the insurance coverage as set forth in Exhibit"A"hereto. b. Proof of Insurance. Upon CITY's request, CONTRACTOR agrees to provide to CITY reasonable proof of the aforementioned policies of insurance, or certificates of the issuance thereof, as evidence of the compliance by the CONTRACTOR with the terms and provisions contained herein. c. Loss of Insurance. If during the period which an insurance company is providing the coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of Authority, 2) no longer comply with any applicable Florida Law, or 3) fail to maintain the Best Rating and Financial Size Category, CONTRACTOR shall, as soon as it has knowledge of any such circumstance, immediately notify CITY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to CITY, CONTRACTOR shall be deemed in default of this Agreement. d. Insurance Coverage Not Limitation of Liability. The maintenance of insurance coverage as provided herein shall not be construed to limit or have the effect of limiting CONTRACTOR's liability to CITY under the provision of any clause or paragraph contained in this Agreement. 10. INDEMNIFICATION. CONTRACTOR agrees to hold harmless and indemnify, including attorney fees, CITY, its officers, employees and agents against any and all claims, losses, damages or lawsuits for damages, arising from or related to negligent acts, errors or omissions of CONTRACTOR. 11. INDEPENDENT CONTRACTOR. The parties agree that at all times and for all purposes within the scope of this Agreement, the relationship of CONTRACTOR and CITY is that of an independent contractor. 12. FORCE MAJEURE. With regard to the performance hereunder, CONTRACTOR shall not be deemed to be in default of this agreement, or have to failed to comply with any term or 3 conditions herein if, for reasons beyond CONTRACTOR's reasonable control (including, without limitation, acts of God, natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions or requirements for obtaining licenses, permits or other compliance with applicable laws, rules and regulations), such performance is not reasonably possible within such time periods, then the time_ for such performance shall be extended until removal of such reasons beyond CONTRACTOR's reasonable control, provided that CONTRACTOR commences such performance as soon as reasonably possible and diligently pursues such performance. 13. NOTICES. All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight couner service tO the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: PDCS, LLC. 3361 Rouse Road, Suite 210 Orlando, FL 32817 CITY: Darren Gray, City Manager City of Clermont 685 W. Montrose Street Clermont, FL 34711 14. PROHIBITION AGAINST CONTINGENT FEES. CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this agreement and that it has not paid or agreed to pay any-person, company, corporation, individual, or firm, other than a bona fide employee/contractor working solely for CONTRACTOR any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of making of this agreement. For breach or violation of this provision, in addition to any and all remedies available to CITY, CITY shall have the right to terminate this agreement without liability and to deduct from the contract pnce, or otherwise recover, the full amount of such fee, commission, percentage,gift or consideration. 15. GENERAL PROVISIONS. a. Assignment and Disclosure of Intellectual Property. All original works of authorship that are made by CONTRACTOR or its representatives (solely or jointly with others), within the scope of, those described as works for hire and dunng the period of CITY'S agreement with the CONTRACTOR and that are protectable by copyright as that term is defined in the United States Copyright Act and that the CONTRACTOR will be considered the author thereof. b. Pre-suit Mediation. Prior to, and as a condition precedent to the commencement of any lawsuit or administrative proceeding to resolve any disputes arising out of this Agreement the parties agree that the dispute first shall be summited to non-binding mediation for a minimum of eight hours before a business mediation organization approved by the parties. Such mediation shall 4 be held at the CITY's offices at the address set forth in this Agreement. The part shall bear the costs of the mediation equally. c. Waiver. The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. d. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. e. Amendment. Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. f. Entire Agreement. This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by CONTRACTOR. g. Assignment. This Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of CITY. h. Venue. The parties agree that the sole and exclusive venue for any cause of action ansing out of this Agreement shall be Lake County, Florida. i. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Flonda. J. Public Records. CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Flonda's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 5 (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes herein expressed on the date first above written. Attest: CITY OF CLERMONT,FLORIDA B 41111.-.):P4 Tracy Ackroyd, ity Clerk Haro d S. Turville,Jr., . Attest: PDCS, LLC. BY: _ BY: 1411404414/4 I 44464-044r Corporate Se k retary A 10.6104 S. 64v+q41 ow Printed Name/Ti e Printed Name/Title 14040.411,4.1 rovitivele 6 EXHIBIT A AGREEMENT BETWEEN SUMTER COUNTY, FLORIDA AND PDCS, LLC FOR INSPECTION SERVICES This Agreement for Inspection Services ("Agreement"), is made and entered into on 3 tA.•�At. (I ,2013,by and between Sumter County,a political subdivision of the State o Florida, (hereinafter referred to as the "COUNTY") and PDCS, LLC (hereinafter referred to as the "CONTRACTOR"), and in consideration of the mutual covenants and promises contained herein, COUNTY and CONTRACTOR (the "PARTIES") hereto agree as follows: Section 1—Term— This Agreement shall be deemed to commence on October 1, 2013, and shall expire at 11:59 p.m. on September 30,2015. Section 2—Scope of Services— The CONTRACTOR shall provide residential and commercial inspections for compliance with the Florida Building Code, State Statues, and local codes and ordinances. The inspection services shall include new and existing (non-new) residential and commercial construction outside of The Villages of Sumter Development of Regional Impact, Tri- County Villages of Sumter Development of Regional Impact, and The Villages of Wildwood Development of Regional Impact (herein collectively referred as ("THE t VILLAGES DRI"). The COUNTY shall assign all residential and commercial inspections, under the conditions set forth herein, to the CONTRACTOR and other work or inspections as determined by the Building Official or his/her designee. The CONTRACTOR shall provide residential and commercial plan review for compliance with the Florida Building Code, State Statutes, and local codes and ordinances. Plan review services shall be provided for any construction throughout the entire service area of the COUNTY, including THE VILLAGES DRI. Any additional services will be assigned to the CONTRACTOR on an as needed basis as determined by the Building Official or his/her designee. All work shall be performed in accordance with generally accepted professional standards in the construction industry. Section 3—Compensation— In exchange for the performances by Contractor of the Services contemplated in Section 2 of this Agreement, COUNTY agrees to pay the CONTRACTOR according to the terms and conditions contained in Exhibit "A", attached hereto and incorporated herein in haec 1 I 00396209 verba. it is expressly agreed by the Parties that the flat rate listed in Exhibit "A" includes all expenses of CONTRACTOR Furthermore, the provisions of Florida Statutes §218.70 through §218.79, also known as the"Local Government Prompt Payment Act", are hereby incorporated into this Agreement, as if fully restated herein.. Section 4—Laws,Permits and Regulations— Prior to the performance of any work hereunder, the CONTRACTOR shall obtain and pay for all licenses as required for performing the services of this Agreement, CONTRACTOR shall at all times comply with all appropriate laws, regulations, codes and ordinances applicable to the services provided under this Agreement. Section 5—Non-Assignment— The CONTRACTOR shall not assign, sublet, or subcontract all or any part of this Agreement without prior written consent of the COUNTY, which consent shall not be unreasonably withheld. Section 6—Notices— Except as otherwise provided herein, all notices and other communications provided for hereunder shall be in writing and sent by certified mail, return receipt requested,or by hand delivery, and shall be deemed effective if mailed when deposited in a United States Postal Service mailbox with postage prepaid or if hand delivered, when personally handed to the Party to whom the notice of other communication is addressed, with signed proof of delivery. The COUNTY'S and the CONTRACTOR'S representatives for notice purposes are: CONTRACTOR: PDCS, LLC 3361 Rouse Road, Suite 210 Orlando, FL 32817 COUNTY: Sumter County Board of County Commissioners County Administrator 7375 Powell Road Wildwood,FL 34785 A copy of all notices to the COUNTY hereunder shall also be sent to: Building Official Sumter County Department of Building Services 7375 Powell Road Wildwood, FL 34785 Section 7—Amendments— This Agreement may only be amended by mutual written agreement of both PARTIES. 2 1 00396209 Section 8—Indemnification— The CONTRACTOR shall indemnify, defend, and hold harmless the COUNTY, its officers, employees, and agents from and against any and all suits, claim, losses or liability or actions of every name and descnption, including attorney's fees and costs, brought against the COUNTY based on personal injury,bodily injury(including death) or property damages received or claimed to be received or sustained by any person or persons, including CONTRACTOR'S own employees, arising from or in connection with any negligent act, omission, or failure of the CONTRACTOR or its employees, officers, or agents in performing the services set forth herein. Section 9—Insurance— Insurance requirements are contained in Exhibit`B"to this Agreement, attached hereto and incorporated herein,in haec verb. Section 10—Independent Contractor— In the performance of this Agreement, the CONTRACTOR will be acting m the capacity of an Independent Contractor and not as an agent, employee, partner, joint venture, or associate of the COUNTY and as such, shall have no authority to bind the COUNTY. However, with regard to the actual inspection and plan review services to be performed by the CONTRACTOR,the CONTRACTOR shall have the limited authority under County Codes and regulations to render inspections and plan review and make findings as provided in Florida Statutes, Section 553.791 which will be binding on the COUNTY unless done in violation of such codes and regulations, or otherwise,done in violation of Florida law. The CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, and procedures utilized by the CONTRACTOR in the full performance of this agreement as well as all expenses and costs incurred by CONTRACTOR. Section 11—County Responsibility— The COUNTY will notify the CONTRACTOR in writing, within thirty (30) calendar days of any change in the CONTRACTOR's scope of services to be performed pursuant to this Agreement. Section 12—Default/Termination— This contract may be terminated without cause by either Party, by the terminating party providing the other party with notice, not less than thirty (30) calendar days before the effective date of any such termination. A default of any provision of this Agreement may result in the termination of this agreement for cause. The party alleging default shall provide the other party, alleged to be in default, with written notice describing the alleged default, and provide no less than fifteen (15) calendar days to cure the default. Failure to cure the default within the time prescribed, as evidenced by a written notice, shall result in immediate termination of the agreement. 3 I 00396209 Section 13—Timely Performance— All work will commence upon authorization from the COUNTY'S authorized representative. All work contemplated by this Agreement will proceed in a timely manner. Furthermore, it is acknowledged that time is of the essence with regard to the performance of services contemplated by this Agreement. Section 14—Claims and Disputes— All claims, disputes, and other matters in question arising out of, or relating to, this Agreement or the breach thereof shall be resolved in the County or Circuit Court of Sumter County, Florida, and each of the Parties hereto specifically waives any venue privileges they may have in any other junsdiction. The prevailing party in any litigation arising out of this Agreement shall be entitled to recover from the non-prevailing party, and and all costs and expenses incurred in maintaining or defending such an action, including reasonable attorney's fees, at the trial court and appellate court levels, . It is acknowledged and agreed that nothing contained in this Agreement shall be interpreted as a waiver of COUNTY's sovereign immunity rights. Section 15-County Status— COUNTY shall schedule the CONTRACTOR'S employees for meeting daily workloads. CONTRACTOR shall hold the staffing and equipment needs of the COUNTY as first pnonty on a daily basis. Section 16—Access to Date/Software— COUNTY agrees to provide access to building permit data needed by CONTRACTOR to fulfill its inspection and plan review obligations, and to provide the necessary licenses of the permitting software used by COUNTY for building permit inspections and plan review, without cost to the CONTRACTOR. Section 17—Equipment— The COUNTY shall provide access to computer hardware within the COUNTY'S offices located at 7375 Powell Road,Wildwood,'FL 34785 and 237 East Anderson Avenue, Bushnell,FL 33513, for the CONTRACTOR. The CONTRACTOR shall provide its employees with all vehicles and other equipment necessary for the performance of the services contemplated by this Agreement at no additional cost to the COUNTY. Section 18—Unauthorized Alien Workers- The E-Verify system has been established by the U.S. Department of Homeland Security to determine the immigration and work-eligibility status of prospective employees. The CONTRACTOR agrees to certify to COUNTY that they are in compliance with the federal E-Venfy program;this includes obtaining written certification from all subcontractors who will participate in the performance of this Agreement. All subcontractor certifications must be kept on file by the CONTRACTOR and made available to the state and/or the COUNTY upon request. The Sumter County Board of 4 1 00396209 County issioners reserves the right to take action against the CONTRACTOR for non-compliance with the E-Verify system;potential actions may include,but are not limited to,cancellation of the Agreement and/or suspending or barring the I CONTRACTOR from performing services for the COUNTY. The COUNTY will not intentionally award publicly-funded contracts or enter into Agreements with any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 USC, Section I 1324a(e) and(Section 274A(e)of the Immigration and Nationality Act ("INA"). The I COUNTY shall consider the employment by the CONTRACTOR of unauthorized aliens a violation of Section 274A (e)of the INA. Such violation by the recipient of the employment provisions contained in Section 274A (e)of the NA shall be grounds for unilateral cancellation of this Agreement by the COUNTY. IN WITNESS WHEREOF,COUNTY AND CONTRACTOR have executed this Agreement as of the day and year first above written. ATTEST: BOARD OF SUMTER COUNTY �.��� °,.'l•., lerk of Circuit Court COMMISSIONERS OF SUMTER Comm. COUNTY, FLCJDA t'l il %eputy Clerk Connie Webb Doug ilp C an I Reviewed as to form and content for the Reliance of Sumter County,Florida,only: Ct .':— 0 - George G.Angeliadis.Esq The Hogan Law Firm Sumter County Attorney PDCS LLC By 1.141411.4.4.e-S . 14 A .,- Attest: 4 -'.//-- Michael S Kraftsow, Printed Name: Paul C. Smith Managing Partner State of Florida,County of ineiNde ,on this the Of day of 20 L heap me The undersigned Notary Public of the State of Florida,personally appeared i C 9ea 6 kerst qi1 Who is personally known to me or produce identification No._ a d he/she/they acknowledge that he/she e ecuted R. Signature of Notary y� /1090 4� ,,es... E DONADO SMITH Printed Name 6t-9/4...e. 5iv f/, .''c MY COMMISSION t�DO999652 / -r. EXPIRES June 08,2014 (or;3960153 Floridalaterieerviccoorn 5 I 00396209 Exhibit"A" PDCS,LLC. FY 2013-2014 October 1,2013 to September 30,2016 Service Rate • Licensed Plans Examiner, Residential and/or Commercial $75.00/hour • Inspection Services Residential and/or Commercial $70.00/hour • Supplemental Inspection Services(at Request of County) $70.00/hour Supplemental Inspection and Plan Review Services are those based on specialized need, as determined and requested by the County's Building Official. The above rates are based on a Forty(40)hour week. Overtime(over 8 working hours in one day) and/or weekend rates are 1.5 times the listed rates. Holiday(COUNTY)rates are 2.0 times the listed rates with a two hour mimmum. All travel and expenses are included in the listed standard rates. No additional charges for travel or expenses. The hourly rate shall not apply until the CONTRACTOR arnves at the COUNTY offices or the first Inspection. The hourly rate shall not be paid by the COUNTY after the CONTRACTOR leaves the last Inspection or the COUNTY Office. 6 1 00396209 Exhibit"B" INSURANCE REQUIREMENTS The Contractor shall maintain, on a primary basis and at its sole expense, at all times during the term of this Agreement, or the performance of work hereunder, the following insurance coverage's, limits, and endorsements described, herem, The requirements contained herein, as well as the County's review or acknowledgement, is not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the Contractor under this contract Financial Rating of Insurance Companies All insurance companies must have financial ratmg of A- or higher by A.M. Best. Commercial General Liability The Contractor shall maintain Commercial General Liability at a limit of liability not less than $1,000,000 Each Occurrence and $2,000,000 Annual Aggregate. The coverage shall not contain any endorsement(s) excluding nor limiting Product/Completed Operations, Independent Contractors, Broad Form Property Damage, X-C-U Coverage, Contractual Liability or Cross Liability. The self-insured retention or deductible shall not exceed $25,000. Business Automotive Liability The Contractor shall maintain Business Automobile Liability at a limit of liability not less than $1,000,000 Each Occurrence. Coverage shall include liability for Owned, Non-Owned & Hired automobiles. In the event the Contractor does not own automobiles, the Contractor shall maintain coverage for Hired & Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. Worker's Compensation Insurance & Employers Liability The Contractor shall maintain its own Worker's Compensation Insurance & Employers Liability in accordance with Florida Statue Chapter 440. - 1 Professional or E&O Liability) The Contractor shall maintain a Professional Liability or E&O policy at a limit of liability no less than $2,000,000. The Contractor shall endorse the County as an "Additional Insured" on the Professional and/or E&O Liability Additional Insured The Contractor shall endorse the County as an Additional Insured on the Commercial General Liability with ,a CG2010 Additional Insured — Owners. Lessees, or Contractors, or CG2026 Additional Insured — Owners, Lessees, or Contractors —Scheduled Person or Organization endorsement, or similar endorsement providing equal or broader Additional Insured coverage. Deductibles, Coinsurance Penalties, & Self-Insured Retention The Contractor shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, coinsurance penalty, or self-insured retention; including any loss not covered because of the operation of such deductible, coinsurance penalty, self-insured retention, or coverage exclusion or limitation. For deductible amounts that exceed the amounts stated herein that are acceptable to the County, the Contractor shall, when requested by 7 00396209 the County, maintain a Commercial Surety Bond in an amount equal to said deductible amount Waiver of Subrogation The Contractor shall provide a Waiver of Subrogation m favor of the County, Contractor, subcontractor, architects, or engineers for each required policy providmg coverage during the life of-this Contract. When required by the insurer, or should a policy condition not permit the Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then the Contractor shall notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery. Against Others, or an -equivalent endorsement. This Waiver of Subrogation requirement shall not apply to any policy which includes a condition specifically prohibiting such an endorsement,or voids coverage should the Contractor enter into such an agreement on a pre-loss basis. Right to Revise or Reject The County reserves the right, but not the obligation, to review and revise any insurance requirement, not limited to limits, coverage's and endorsements based on insurance market conditions affecting the availability or affordability of coverage,or changes in the scope of work 1 specifications affectmg the applicability of coverage. Additionally, the County reserves the right, but not the obligation, to review and reject any insurance policies failing to meet the criteria stated herein, or any insurer(s) providing coverage due to its poor financial condition or failure to operate legally. In such events, the County shall provide the Contractor written notice of such revision or rejections. No Representation of Coverage Adequacy The coverage's, limits or endorsements required herein protect the primary interests of the County, and these coverage's, limits or endorsements shall in no way be required to be relied upon when assessing the extent or determining appropnate types and limits of coverage to protect the Contractor against any loss exposures,whether as a result of the Project or otherwise. Certificate(s) of Insurance The Contractor shall provide the County with Certificate(s) of insurance clearly evidencing that all coverage's, limits and endorsements required herein are maintained and in full force and effect. A minimum thirty (30) day endeavor to notify due to cancellation or non-renewal of coverage shall be identified on each Certificate of Insurance. In the event the County is notified that a required insurance coverage will cancel or expire during the period of this Contract,the Contractor agrees to furnish the County prior to the expiration of such insurance, a new Certificate of Insurance evidencing replacement coverage. When notified by the County, the Contractor agrees not to continue work pursuant to this Contract, unless all required insurance remains m effect. The County shall have the right, but not the obligation, of prohibitmg the Contractor from entenng the Project site until a new Certificate of Insurance is provided to the County evidencing the replacement coverage. The Contractor agrees the County reserves the right to withhold payment to the Contractor until evidence of reinstated or replacement coverage is provided to'the County. If the Contractor fails to maintain the insurance as set forth herein, the Contractor agrees the County shall have the nght,but not the obligation, to 8 I 00396209 - purchase replacement insurance, which the Contractor agrees to reimburse any premiums or expenses incurred by the County The Contractor agrees the Certificate(s)of Insurance shall: 1 Clearly indicate the County has been endorsed on the Commercial General Liability with a CG 2010 Additional hl sured-Owners, Lessees, or Contractors, or CG 2026 Additional Insured Owners Lessees or Contractors Scheduled Person or Organization endorsement or similar endorsement providing equal or greater Additional Insured coverage. 2. Clearly indicate the County is endorsed as. an Additional Insured, when applicable, on the Commercial Umbrella/Excess Liability as required herein 3. Clearly identify each policy's limits, flat & percentage deductibles,sub limits, or self-insured retentions, which exceed the amounts or percentages set forth herein. 4. Clearly indicate a minimum thirty(30)day endeavor to notify requirement in the event of cancellation or non-renewal of coverage. 5 Forward original to and clearly mdicate Certificate Holder and Additional Insured as follows: Sumter County Board of County Commissioners Attention. Financial Services 7375 Powell Rd, Suite 206 ' Wildwood,FL 9 00396209