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Contract 2019-69 AGREEMENT FOR OVERHEAD DOORS AND GATES PREVENTATIVE MAINTENANCE, REPAIR, AND REPLACEMENT SERVICES THIS AGREEMENT, is made and entered into this 11 day of Se,potianittt. 2019, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street,Clermont, Florida, (hereinafter referred to as "CITY"), and D.H. PACE COMPANY, INC., d/b/a D.H. PACE DOOR SERVICES whose address is: 3839 St. Valentine Way, Orlando, FL 32811, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the Lake County B.C.C. through the public procurement process awarded an Agreement for overhead doors and gates preventative maintenance, repair, and replacement services, Lake County B.C.C. Contract Number 19-0434; WHEREAS, CITY desires to utilize the above-referenced awarded bid,CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS,CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the Lake County B.C.C. Contract Number No. 19-0434. WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I—SCOPE OF WORK The CONTRACTOR shall furnish overhead doors and gates preventative maintenance, repair, and replacement services as described in the Lake County B.C.C. Contract Number 19-0434, which is attached hereto and incorporated herein as Exhibit "A" and shall do everything required by this Agreement and the other Agreement Documents contained in the specifications, which are a part of these Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. To the extent of a conflict between this Agreement and Exhibit"A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE II—THE CONTRACT SUM CITY shall pay CONTRACTOR,for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Price Schedule as set forth in Exhibit `B', attached hereto and incorporated herein. ARTICLE III —TERM AND TERMINATION 1. This Agreement is to become effective upon execution by both parties,and shall remain in effect until August 4, 2020,unless terminated or renewed as provided by the Lake County B.C.C. 1 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c) CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. 3. Upon mutual Agreement of the parties, this Agreement may be renewed for four(4) additional year term. ARTICLE IV—COMMENCEMENT AND COMPLETION OF WORK The CONTRACTOR shall provide all items in the timeframe as set forth in the applicable purchase order or notice to proceed. ARTICLE V— PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted and undisputed services provided, within thirty (30) calendar days of receipt of the invoice. ARTICLE VI — DISPUTE RESOLUTION - MEDIATION 1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont,Lake County,Florida,unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 2 ARTICLE VII—INSURANCE AND INDEMNIFICATION RIDER 1. Worker's Compensation Insurance - The CONTRACTOR shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 2. CONTRACTOR's Public Liability and Property Damage Insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows: (a) CONTRACTOR's Comprehensive General, $1,000,000 Each ($2,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $, 1,000,000 Each Bodily Injury&Property Damage Occurrence, Combined Single Limit (c)Products-Completed Operations, $2,000,000 (d)Personal &Adv. Injury, $1,000,000 (e) Professional Liability, $1,000,000 Each Occurrence, Combined Single Limit (0 Fire Damage, $50,000 (g) Medical Expense, $5,000 Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3. SubCONTRACTOR's Public Liability and Property Damage Insurance-The CONTRACTOR shall require each of his subCONTRACTORs to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subCONTRACTORs in his policy, as specified above. 4. Indemnification Rider 3 (a) To cover to the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death,or to injury to or destruction of tangible property(other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subCONTRACTOR, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable,regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers'or workmen's compensation acts,disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE VIII—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 courier 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: D.H. Pace Company Inc.,d/b/a D.H. Pace Door Services 3839 St. Valentine Way Orlando, Florida 32811 Attn: John Nale, Area Manager CITY: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 4 ARTICLE IX— MISCELLANEOUS 1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 2. 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. 3. 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. 4. 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. 5. 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. 6. Assignment. Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, 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. 7. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 8. 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 Florida. 9. 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: 5 (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 Florida'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. (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. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352)241-7331. ARTICLE X—AGREEMENT DOCUMENTS The Agreement Documents,as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 2. Purchase Order/Notice to Proceed 3. All documents contained in the Lake County B.C.C. Contract/Bid No. 19-0434. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 1Vday of ,20l 9. ' _ le�;yl,t , . Dar'ra i Yf+age Attest: Tracy Ackroyd Ho e, City Clerk D.H. Pace Company, Inc. By: an. -i C9u�t9 (Name Printed or Typed) Title Attest: !1 4 ) y Corporate Secretary 3enri (Name Printed or Typed) 7 • EXHIBIT A AGREEMENT BETWEEN LAKE COUNTY,FLORIDA ANI) D.H.PACE COMPANY,INC. FOR OVERHEAD DOORS AND GATES PREVENTATIVE MAINTENANCE,REPAIR,AND REPLACEMENT SERVICES RFP#19-0434 This is an Agreement between Lake County, Florida, a political subdivision of the State of Florida (the COUNTY), by and through its Board of County Commissioners, and D. H. Pace Company, Inc., a for profit corporation authorized to do business in the State of Florida,its successors and assigns(the CONTRACTOR). WITNESSETH: WHEREAS, the COUNTY publicly submitted a Request for Proposal (RFP) #19-0434 seeking to provide the COUNTY with full maintenance, repair, and new replacement services to the interior and exterior roll-up doors,overhead doors,sliding doors,and gates with or without automatic openers,on an as-needed basis; and WHEREAS,the CONTRACTOR desires to perform such services subject to the terms of this Agreement; and WHEREAS, the provision of such services will benefit the parties and the residents of Lake County, Florida. NOW, THEREFORE, IN CONSIDERATION of the mutual terms, understandings, conditions, promises,covenants and payment set forth in this Agreement,and intending to be legally bound,the parties hereby agree as follows: Article 1. Recitals 1.1 The above recitals are true and correct and incorporated in this Agreement. Article 2. Purpose 2.1 The purpose of this Agreement is for the CONTRACTOR to provide the COUNTY with full maintenance, repair,and new replacement services to the interior and exterior roll-up doors,overhead doors,sliding doors,and gates with or without automatic openers,on an as-needed basis(the Service). Article 3. Scope of Professional Services 3.1 On the terms and conditions set forth in this Agreement, the COUNTY hereby engages the CONTRACTOR to provide all labor, materials and equipment to complete the Service in accordance with the Scope of Services,attached and incorporated by reference as Attachment A. It is understood that the Scope of Services may be modified by change order as the Service progresses,but to be effective and binding, any such change order must be in writing, executed by the parties, and in accordance with the COUNTY's Purchasing Policies and Procedures. A copy of these policies and procedures will be made available to the CONTRACTOR upon request. 3.2 The term of this Agreement is as follows: The CONTRACTOR and the COUNTY acknowledge that this Agreement is for a twelve(12) month term and that the CONTRACTOR shall complete the work as specified in the Scope of Services. The COUNTY has the Page 1 of 38 S:\DOCOMEN1\20191PROCUREMENT\19-0434\1 9-0434 Overhead Doors DHPaceCo Agr 20190710.docx option to renew this Agreement for up to four (4) additional one(1) year periods. The prices set forth in this Agreement will prevail for the full duration of the initial contract term unless otherwise indicated elsewhere in this document. Prior to completion of each exercised contract term,the COUNTY may consider an adjustment to price based on changes as published by the U.S. Department of Labor,Bureau of Labor Statistics. It is the CONTRACTOR's responsibility to request any pricing adjustment in writing under this provision. The CONTRACTOR's written request for adjustment must be submitted thirty(30)calendar days prior to expiration of the then current contract term and clearly substantiate the requested increase. The written request for adjustment must not be in excess of the relevant pricing index change. If no adjustment request is received from the CON 1 RACTOR,the COUNTY will assume that the CONI RACTOR has agreed that the optional term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new option period will not be considered The COUNTY reserves the right to reject any written price adjustments submitted by the CONTRACTOR and to not exercise any otherwise available option period based on such price adjustments. Continuation of the contract beyond the initial period,and any option subsequently exercised,is the COUNTY's prerogative, and not a right of the CONTRACTOR This prerogative will be exercised only when such continuation is clearly in the best interest of the COUNTY. Ail work must be performed in accordance with good commercial practice. The work schedule and completion dates must be adhered to by the CONTRACTOR except in such cases where the completion date will be delayed due to acts of God, strikes, or other causes beyond the control of the CONTRACTOR. In these cases, the CONTRACTOR shall notify the COUNTY of the delays in advance of the original completion so that a revised delivery schedule can be appropriately considered by the COUNTY. No additional days will be granted for rain delays. 3.3 The CONTRACTOR will be solely responsible for obtaining all necessary approvals and permits to complete the Service. 3.4 Although this Agreement identifies specific facilities to be serviced,it is hereby agreed and understood that any department or agency facility of the COUNTY may be added to this Agreement at the option of the COUNTY. When required by the pricing structure of the Agreement, the CONTRACTOR will be invited to submit price quotes for these additional facilities. Any additional sites will be added to this Agreement by formal modification. The COUNTY may obtain price quotes for the additional facilities from other vendors in the event that fair and reasonable pricing is not obtained from the CONTRACTOR or for other reasons at the COUNTY's discretion. Although this Agreement identifies specific facilities to be serviced,it is hereby agreed and understood that any department or agency of the COUNTY may delete service for any facility when such service is no longer required,upon fourteen(14)calendar day's written notice to the CONTRACTOR. • 3.5 The CONTRACTOR acknowledges that it has sufficient understanding of the nature and location of the work; the general and local conditions,including but not limited to,those bearing upon transportation, disposal, handling and storage of materials; availability of labor, water, electric power, and roads; and uncertainties of weather or similar physical conditions at the site;the character of equipment and facilities needed preliminary to and during the completion of the Service. The CONTRACTOR further acknowledges that the CONTRACTOR has satisfied itself as to the character, quality and quantity of surface and subsurface materials, obstacles or conditions of the site. Any failure by the CONTRACTOR to acquaint itself with any aspect of the work or with any of the applicable conditions will not relieve the CONTRACTOR from responsibility for adequately evaluating the difficulty or cost of successfully performing the work required,nor will it be considered a basis for any claim for additional time or compensation. The COUNTY assumes no responsibility for any conclusions or interpretations made by the CONTRACTOR on the basis of the information made available by the COUNTY. The COUNTY also assumes no responsibility for any understanding or representations made by its officers or agents during or prior to the execution of this Agreement,unless such understanding or interpretations are made in writing and incorporated in this Agreement by reference. Page 2 of 3 8 S:1DOCUMENT'2019\PROCUREMEN1119.0434\19-0434 Overhead Doas_DHPaceCo Ad_20190710.docac 3.6 In the event of any conflict between any drawings and specifications contained within this Agreement, the following will govern: A. Addenda will supersede all other contract documents to the extent specified in the addenda. Subsequent addenda will supersede prior to addenda only to the extent specified in subsequent addenda. 3.7 The CONTRACTOR shall utilise the U.S. Department of Homeland Security's E-Verify system in accordance with the terms governing use of the system to confirm the employment eligibility of all new persons hired by the CONTRACTOR during the term of this Agreement_ The CONTRACTOR shall include in all contracts with subcontractors performing work pursuant to any contract arising from this Agreement an express requirement that the subcontractors utilize the U.S. Department of Homeland Security's E-Verify system in accordance with the terms governing use of the system to confirm the employment eligibility of all new employees hired by the subcontractors during the term of the contract. 3.8 The CONTRACTOR acknowledges and agrees that,in accordance with Section 255.099,Florida Statutes, if the Service assigned to the CONTRACTOR is being supported in whole or in part by State funding, the CONTRACTOR shall give preference to the employment of State residents in the performance of the work on the Service if State residents have substantially equal qualifications to those of non-residents. If the CONTRACTOR is required to employ State residents,the CONTRACTOR shall contact the Department of Economic Opportunity to post Federal the employment needs in the State's job bank system. However,in work involving the expenditure of aid funds, this section may not be enforced in such a manner as to conflict with or be contrary to Federal law prescribing a labor preference to honorably discharged soldiers,sailors,or marines,or prohibiting as unlawful any other preference or discrimination among the citizens of the United States. Article 4. Payment 4.1 The COUNTY shall pay and the CONTRACTOR shall accept as full and complete payment for the timely and complete performance of its obligations under this Agreement as provided in the Pricing Schedule which is attached and incorporated by reference as Attachment B. A fixed lump sum price represents the CONTRACTOR's base bid plus the optional portion of the Service, including all applicable taxes, materials, labor, supervision, fuel,permits, licenses, management and overhead, unless a duly authorized change order has been issued in accordance with the COUNTY's purchasing policies and procedures. Any hourly rate quoted will be deemed to provide full compensation to the CONTRACTOR for labor,supervision, equipment use, travel time, and all other costs associated with providing the services needed to satisfactorily complete all work provided. This rate is assumed to be at straight-time for all labor,except as otherwise noted. All incidental parts and materials that have a cost of$25.00 or less, needed to complete the work as specified within the Scope of Service, will be considered part of overhead and will be included in the CONTRACTOR's hourly labor rate. At no time will there be a charge less than $25.00 showing on an invoice. In the event that the CONTRACTOR needs to rent a piece of equipment to complete the work being assigned, prior approval from the Project Manager must be obtained. The cost of the rental must be indicated on the estimate • and the invoice. A copy of the invoice for the rental equipment must be included with the invoice. The CONTRACTOR will be allowed to assess a percentage of up to fifteen(15)percent over the cost of the rental. A copy of the rental invoice to the CONTRACTOR will accompany the invoice being submitted to the COUNTY. There will be no allowance for rental if it is reasonably ascertained that the equipment is needed to complete the work as outlined in the scope of work. Page 3 of 38 S:'DOCUMENTP2019\PROCUREMENT119-0434\I9-0434 Overhead Doors DliPaceCo Agr 201907t0.docx The CONTRACTOR shall submit an original invoice to the COUNTY's Project Manager after each service has been completed. Submittal of these invoices must not exceed ten(10) calendar days beyond the date the service was completed. Under no circumstances may the invoices be submitted to the COUNTY in advance of the delivery and acceptance of the items or service. All invoices must be accompanied by the PDF documentation required in the record keeping portion of this Scope of Services. The pricing section must include the hours of labor, labor rate(based on the bid price),and total cost for the hours worked. The invoice must also include the price of the part to the CONTRACTOR,the percentage of markup,the total percentage markup cost,and the total of the part. The example below must be included on all invoices from the CONTRACTOR to include any from a subcontractor: Widget =25.00 10%markup = 2.50 Total Part cost —27.50 Labor hours =2 Hour rate =20.00 Total labor cost =40.00 Total invoice =67.50 A job ticket must accompany the invoice. This ticket must show the: Date Location time Complete description of service Parts used • 4.2 The CONTRACTOR shall submit progress invoices no later than the tenth (10th) of each month to Facilities and Fleet Management Department, 32400 C.R. 473, Leesburg, Florida 34788. All invoices must contain the solicitation number, date and location of delivery or service,purchase order number,confirmation of acceptance of the goods or services by the appropriate COUNTY representative, and a detailed description of services provided. If parts/materials of a value of more than the$25.00 minimum allowable charge are used as • part of the Service and are shown on the invoice, they must be accompanied with a copy of the invoice to the CONTRACTOR from its supplier. A service ticket must be included showing the name of the technicians, the • date the work was completed, the start and completion time of the service, the service rendered, and the parts/materials installed. The CONTRACTOR shall also submit with their invoice a completed"Certification of Payment to Subcontractors and Suppliers"form. Failure to submit invoices in the prescribed manner will delay payment, and the CONTRACTOR may be considered in default of contract and this Agreement may be terminated. Final invoices must include an original,completed"Certification of Payment to Subcontractors and Suppliers"form,if applicable. Service Greater than$25,000: The CONTRACTOR may receive periodic payments on a thirty(30)day interval for Service tasks completed during that period by the CONTRACTOR and approved by the COUNTY's Project Manager. Retention of funds will be held in accordance with Florida Prompt Payment Act. In order for the COUNTY to provide payment, the CONTRACTOR shall submit a fully documented invoice that provides the basic information set forth below. 43 The COUNTY shall make payment on all undisputed invoices in accordance with the Florida Prompt Payment Act, Part VII,Chapter 218,Florida Statutes. The COUNTY will not make payment on partial delivery of supplies,services,or materials. 4.4 In the event any part of this Agreement or the Service, is to be funded by Federal, State, or other local agency monies,the CONTRACTOR hereby agrees to cooperate with the COUNTY in order to assure compliance with all requirements of the funding entity applicable to the use of the monies,including providing access to and the right to examine relevant documents related to the Service and as specifically required by the Federal or State Page 4 of 38 S:IDOCUMEN'I120191PROCUREMEN1119-0434119-0434 Overhead Doors_DIiPaceCo Ag.20190710.docx granting agency, and receiving no payment until all required forms arc completed and submitted. A copy of the requirements will be supplied to the CONTRACTOR by the COUNTY upon request. Article 5. County Responsibilities 5.1 The COUNTY shall designate a COUNTY staff member to act as COUNI'Y's Project Manager. It is agreed to by the parties that the COUNTY's Project Manager will decide all questions, difficulties, or disputes, of whatever nature, which may arise relative to the interpretation of the plans, construction, prosecution and fulfillment of the Scope of Services, and as to the character, quality, amount and value of any work done, and materials furnished, under or by reason of this Agreement. The COUNTY's Project Manager may appoint representatives as desired that will be authorized to inspect all work done and all materials furnished. 5.2 The COUNTY shall pay in accordance with the provisions set forth in this Agreement. 5.3 The COUNTY retains the right to inspect all work to verify compliance with the contract documents. Such inspection may extend to all or any part of the work and to the manufacture,preparation or fabrication of the materials to be used. Article 6. Facilities Provisions 6.1 Intent of the Contract Documents. A. For purposes of this Agreement, the term "contract documents" includes all bid documents, drawings, the Statement of Work, attachments to this Agreement, and provisions within this Agreement, along with any change orders or amendments to this Agreement. B. It is the intent of the contract documents todescribe a functionally complete Service which defines the scope of work. Any work, materials, or equipment that may reasonably be inferred from the contract documents as being required to produce the intended result must be supplied whether or not specifically called for. When words which have a well-known technical or trade meaning are used to describe work, material or equipment,such words must be interpreted in accordance with that meaning. Reference to standard specifications, • manuals or codes of any technical society, organization or association or to the laws or regulations of any governmental authority having jurisdiction over the Service, whether such reference be specified or by implication, will mean the latest standard specification,manual, code,law or regulation in effect at the time the work performed,unless specifically stated otherwise in this Agreement. C. The contract documents and all referenced standards cited in the contract documents are essential parts of the contract requirements. A requirement occurring in one is binding as though occurring in all. D. Drawings and specifications are intended to agree and be mutually complete. Any item not contained within the drawings,but contained in the specifications, or vice-versa,must be provided and executed as shown in either the drawing or specification at no extra costs to the COUNTY. Should anything not included in either the drawing or the specifications be necessary for the proper construction and operation of the Service as specified in this Agreement,or should any error or disagreement between the specifications and drawings exist or appear to exist, the CONTRACTOR may not derive any unjust benefit,or use such disagreement counter to the best interests of the COUNTY. The CONTRACTOR shall immediately notify the COUNTY's Project Manager of any discrepancy and await the Project Manager's direction before proceeding with the work in question. 6.2 Errors and Omissions. The CONTRACTOR shall not take advantage of any apparent error or omission in the contract documents. If any error or omission appears in the contract documents,the CONTRACTOR shall immediately notify the COUNTY in writing of such errors or omissions. In the event the CONTRACTOR knows or should have known of any error or omission and failed to provide such notification, the CONTRACTOR will Page 5 of 38 S:\DOCUN ENT12019\PROCUREMENT119-0434\19-0x34 Overhead Doors_DHPaceCo Agr 20190710.docx be deemed to have waived any claim for increased time or compensation the CONTRACTOR may have had and the CONTRACTOR will be responsible for the results and the costs of rectifying any such error or omission. 63 Contractor Personnel. A. The CONTRACTOR. shall assure that all personnel are competent, careful and reliable. All personnel must have sufficient skill and experience to perform their assigned task properly and satisfactorily and to operate any equipment involved, and must make due and proper effort to execute the work in the manner prescribed in the contract documents. B. When the COUNTY determines that any person is incompetent, unfaithful, intemperate, disorderly or insubordinate, such person will be immediately discharged from the Service and will not again be employed on the Service without the written consent of the COUNTY. Should the CONTRACTOR fail to remove such person or persons,the COUNTY may withhold all payments which are or may become due,or may suspend the work with approval of the COUNTY until such orders are complied with. C. The CONTRACTOR shall at all times have at the Service site as its agent a competent superintendent capable and thoroughly experienced in the type of work being performed, who will receive instructions from the COUNTY. The superintendent shall supervise all trades, direct all Service activities, establish and maintain installation schedules,and provide the COUNTY's Project Manager with progress reports as requested. The superintendent shall have full authority to execute the orders or directions of the COUNTY, and if applicable to promptly supply any materials,tools,equipment,labor and incidentals which may be required Such superintendent must be furnished regardless of the amount of work sublet. The CONTRACTOR's superintendent shall speak,write,and understand English and shall be on the job site during all working hours. D. No alcoholic beverages or drugs are permitted on any COUNTY properties. Evidence of alcoholic beverages or drug use by an individual will result in immediate termination from the job site. E. The CONTRACTOR shall maintain a dress code for their employee's with a minimum of shirts, pants, and work shoes/boots,in decent condition,at all times while the work is being performed. Additionally, there may be times in which the COUNTY will require all workers on a particular individual Service to wear ID badges. The COUNTY shall supply the ID badges. If ID badges are necessary,the CONTRACTOR will ensure that all workers employed for that particular Service, whether employed by the CONTRACTOR or a subcontractor, are scheduled, prior to assignment, for an appointment during the COUNTY's normal working hours with the COUNTY's Project Manager,to process and receive ID badges. All new workers must be assigned an ID badge prior to starting work for that Service. The CONTRACTOR shall be aware that it may take up to one(1)week to receive ID badges after required information has been received and pictures have been taken. F. If required by the COUNTY for the Service,the CONTRACTOR shall provide the COUNTY's Project Manager(the person managing the specific Service from the Facilities&Fleet Management Department) with all requested documentation for all personnel, subcontractors, and representatives of the CONTRACTOR that will be utilized for the Service. Documentation must be provided within five(5)working days of the request and must be submitted electronically in PDF format.This information must also be provided when new personnel, subcontractors,and representatives of the CONTRACTOR are hired at any time during the contract period for the Service. The information supplied will be used to run background checks and to provide identification badging, proximity cards,and keys. All documentation required below must be supplied in one(1)PDF attachment that must be titled with the company's name, the person's name, and the person's birthdate. Example: ACME Plumbing-John H. Smith- 10/10/96.The documentation must include the following: I. Full name 2. Address 3. Email address Page 6 of 38 S:\DOCUMEN'I\20191PROCUREMENi119-0434\19-0434 Overhead Doors_DHPaceCo Agr 20190710.docx 4. Telephone number 5. Copy of driver's license/State of Florida identification card/valid passport/valid work visa 6. A current,clear,color photo(head shot)taken with a plain background. 7. Building names and addresses of the facilities where the individual will be working 8. Any additional information that may be requested by the Lake County Sheriff's Office G. Criminal Justice Information Services (CJIS). When advised by the COUNTY's Project Manager, the CONTRACTOR's personnel, subcontractors, and representatives will be required to complete an online training class that includes testing in order to have access to some secure areas of COUNTY facilities. Finger printing may also be required and will be performed by the Lake County Sheriffs Office at no expense to the CONTRACTOR H. Background Check 1. Background checks will be performed by the Lake County Sheriff's Office for projects and services being done at the Lake County Courthouse at no expense to the CONTRACTOR On sites other than the Lake County Courthouse, all personnel, subcontractors,and representatives of the CONTRACTOR will be required to submit to the Florida Department of Law Enforcement (1-850-410-8109) for a "Certified Background Check". The CONTRACTOR will be responsible for all costs associated with the "Certified Background Check". A copy of the "Certified Background Check" must be supplied to the COUNTY'S Project Manager prior to any work starting. 2. The Lake County Sheriff's Office will have the ultimate decision-making authority as to the approval or denial of all personnel, subcontractors, and representatives of the CONTRACTOR. 3. The COUNTY's Project Manager shall notify the CONTRACTOR electronically of approved and denied background checks. Reasons for denials will not be provided. Identification Badging/Proximity Cards/Keys 1. The CONTRACTOR's personnel, subcontractors,and representatives that are approved to work in restricted areas will receive an identification badge which will also act as a proximity card. 2. All approved personnel, subcontractors,and representatives of the CONTRACTOR will be issued identification badges and will be required to wear them at all times while on the COUNTY's property. At no time will personnel,subcontractors,and representatives of the CONTRACTOR be allowed to work on the COUNTY's property prior to being given approval by the Facilities Maintenance Division Manager and the assignment of a CONTRACTOR identification badge. 3. For facilities that do not have proximity card readers, keys will be issued to approved personnel,subcontractors,and representatives of the CONTRACTOR. 4. The Facilities Maintenance Division Manager will notify the CONTRACTOR by email that identification badges,proximity cards,and keys are ready for pickup,and will have the CONTRACTOR complete a release forms and then distribute them to the CONTRACTOR for disbursement to their personnel,subcontractors,and representatives. The COUNTY's Project Manager must be copied on the email. J. Lost/Stolen/Damaged Identification Badges/Proximity Cards/Keys 1. In the event that an identification badge,proximity card or key is lost,stolen or damaged, the CONTRACTOR shall immediately email the Facilities Maintenance Division Manager and the COUNTY's Project Manager. Page 7 of 38 S:\DOCUME1l'20191PROCUR MEN7\1904341194434 Overhead Doors_DHPacxCo Ag_20190710.docx 2. Personnel, subcontractors, and representatives of the CONTRACTOR must be temporarily substituted by the CONTRACTOR with a suitable replacement until the Contractor has obtained a new identification badge/proximity card. 3. The CONTRACTOR will be assessed a$25.00 fee for each lost,stolen,or damaged card and key in order to reimburse costs incurred by the COUNTY. All fees due will be deducted from the CONTRACTOR's next invoice. K. Reports. The CONTRACTOR shall provide an initial report within thirty(30)business days of the start date and then a quarterly report due the first week of the month in January,April,July, and October for all employees currently being utilized for the Service. All additions and changes must be highlighted in yellow. The COUNTY's Project Manager will provide a standardized Excel form at contract initiation that will be used Reports must be provided for the duration of the Service. Reports must be delivered electronically in PDF format to the Lake County Sheriff's Office Representative, the Facilities Maintenance Division Manager, and the COUNTY's Project Manager. Reports must include the following information: 1. Individual's name,birthdate, and driver's license number. 2. Identification badge/proximity card number. 3. All facilities where the employee works. 4. All facilities accessible by proximity card or key. 5. The date the identification badge/proximity card was issued. 6. Dates of subsequently issued identification badges/proximity cards due to loss,theft,or damage. 7. The date that the individual left employment of the contractor and the identification badge/proximity card was returned. L. Worker Dismissal/Leave Reporting 1. The CONTRACTOR shall immediately email the Facilities Maintenance Division Manager and the COUNTY's Project Manager upon the dismissal or permanent leave of any personnel, subcontractors, and representatives of the CONTRACTOR that are utilized for projects or services for the COUNTY. 2. The CONTRACTOR shall contact the Facilities Maintenance Division Manager to arrange to drop off identification badges, proximity cards, and keys of a dismissed workers within three(3)working days of dismissal or leave. M. Service Completion 1. At the completion of the Service, the CONTRACTOR shall, within three (3) business days, arrange to meet with the Facilities Maintenance Division Manager to return all identification badges,proximity cards,and keys. 2. The CONTRACTOR will be assessed a$25.00 fee for each missing identification badge, proximity card,and key in order to reimburse costs incurred by the COUNTY.All fees due will be deducted from the CONTRACTOR's final invoice. 6.4 Subcontractors. A. In the event that the CONTRACTOR needs to hire a subcontractor to complete the work being assigned, prior approval from the Project Manager must be obtained. The cost of the subcontractor must be indicated on the estimate and the invoice. The CONTRACTOR may assess a percentage of up to fifteen (15) percent above the actual cost of the subcontractor. A copy of the subcontractor's invoice to the CONTRACTOR must accompany the invoice being submitted to the COUNTY. Within five(5)calendar days after the award of any subcontract,the CONTRACTOR shall deliver to the COUNTY a statement setting forth the name and address of the subcontractor,a summary description of the work subcontracted and a copy of the subcontract. Page 8 of 38 5:\DOCUMENT\20191PROCUREMENT\19-0434\19-0434 Ovid Doors_DHPaceCo Ag 20190710.docx B. The CONTRACTOR will be fully responsible to the COUNTY for the acts and omissions of the CONTRACTOR's subcontractors and of persons either directly or indirectly employed by them. C. All subcontractors,for as long as the subcontractor is working on the job site,must have at least one supervisor/foreman on the job site that speaks and understands English. D. The CONTRACTOR shall cause its subcontractors and suppliers to comply with the Service schedule and applicable sub-schedules. 6.5 Completion of the Scope of Services. The CONTRACTOR shall give the work the attention necessary to assure the scheduled progress and shall cooperate fully with the COUNTY and with other contractors on the job site. All work must be done in accordance with the contract documents. When not specifically identified in the technical specifications, such materials and equipment must be of a suitable type and grade for the purpose. All material,workmanship,and equipment will be subject to the inspection and approval of the COUNTY. 6.6 Emergencies. If required by the Scope of Services,the CONTRACTOR must have a responsible person available at,or reasonably near,the Service on a twenty-four(24)hour basis,seven(7)days a week,who may be contacted in emergencies and in cases where immediate action must be taken to maintain traffic or to handle any other problem that might arise. The CONTRACTOR's responsible person for supervision of emergencies must speak and understand,both verbally and in writing,the English language. The CONTRACTOR shall submit to the COUNTY's Project Manager,the phone numbers and names of personnel designated to be contacted in cases of emergencies. Included in this list must be a twenty-four(24)hour contact phone number for all subcontractors, if any,performing work under this Agreement. This list must contain the name of their supervisors responsible for work pertaining to this Agreement. In the event of an emergency affecting the safety or protection of persons,or the work or property at a Service site or adjacent to a Service site,the CONTRACTOR,without special instruction or authorization from the COUNTY, is obligated to act to prevent threatened damage,injury or loss. The CONTRACTOR shall contact the COUNTY as soon as possible by telephone and with written notice as soon as feasible after the emergency,but no later than twenty-four(24)hours after the occurrence of the emergency,if the CONTRACTOR believes that any significant changes in the work or variations from the contract documents has occurred. If the COUNTY determines that a change in the contract documents is required because of the action taken in response to an emergency,a change order request will be issued to document the consequences of the changes or variations. If the CONTRACTOR fails to provide written notice within the twenty-four(24) hour limitation noted above,the CONTRACTOR will be deemed to have waived any right it otherwise may have had to seek an adjustment to the contract amount or an extension to the contract time. 6.7 Safety. A. The CONTRACTOR shall initiate, maintain, and supervise all safety precautions and programs in connection with the work, and shall comply with all requirements of the Occupational Safety and Health Administration (OSHA) and any other industry,Federal,State or local government standards,including the National Institute of Occupational Safety Hazards (NIOSH), and the National Fire Protection Association (NFPA). The CONTRACTOR shall take all necessary precautions for the safety of,and shall provide the necessary protection to prevent damage,injury or loss to persons or property. The CONTRACTOR shall be aware that while working for the COUNTY, representatives from agencies such as OSHA are invitees and need not have warrants or permission to enter the work site. Any fines levied by the above-mentioned authorities for failure to comply with these requirements will be borne solely by the CONTRACTOR. B. The CONTRACTOR certifies that all material,equipment,etc.to be used in an individual Service meets all Occupational Safety and Health Administration (OSHA) requirements. The CONTRACTOR further Page 9 of 38 S:\DOCUMENT\2019\PROCJREMENT119-0434\19-0434 Overhead Doors DHPaceCoAgr 20190710.docx certifies that if any of the material,equipment,etc.is found to be deficient in any OSHA requirement in effect on the date of delivery, all costs necessary to bring the material, equipment, etc. into compliance with these requirements will be borne by the CONTRACTOR All standard equipment,work operations,safety equipment, personal protective equipment, and lighting required or mandated by State, Federal, OSHA, or Americans with Disabilities Act(ADA)regulations must be provided and used by the CONIRACTOR and its employees. C. All safety devices installed by the manufacturer on equipment utilized by the CONTRACTOR on the jobsitc must be in place and in proper working order at all times. If the COUNTY determines that the equipment is deficient in safety devices,the CONTRACTOR will be notified immediately. The CONTRACTOR shall immediately repair,or remove the equipment from service until the deficiency is corrected to the satisfaction of the COUNTY. D. The COUNTY may periodically monitor the work site for safety. Should there be safety or health violations,the COUNTY will have the authority,but not the duty,to require the CONTRACTOR to correct the violation in an expeditious manner. If there is any situation that is deemed unsafe by the COUNTY,the Service will be shut down immediately upon notice and will not resume work until the unsafe condition has been remedied. E. Should the work site be in a hazardous area,the COUNTY shall take reasonable actions to furnish the CONTRACTOR with information concerning hazards such as the types or the identification of known toxic material, machine hazards, Material Safety Data Sheets, or any other information that would assist the CONTRACTOR in the planning of a safe work site. The CONTRACTOR retains the ultimate responsibility to ensure all work is performed in a manner consistent with all applicable safety standards and directives. F. The CONTRACTOR shall erect and maintain, as required by existing conditions and contract . performance,safeguards for safety and protection such as ban-icades,danger signs,a construction fence,and other warnings against hazardous conditions. G. The CONTRACTOR shall remove all surplus material and debris from the Service site at the end of each work day. All costs associated with clean-up and debris removal must be included in the lump sum price stated elsewhere in this Agreement. The CONTRACTOR shall leave the site clean and neat. All work must be cleaned up prior to the next day of business. At no time may the specified work interfere with the regular operating hours of Lake County. The CONTRACTOR must have ample cleaning supplies and a minimum of two (2) vacuum cleaners on-site for clean-up. At no time may the CONTRACTOR use COUNTY cleaning supplies or equipment. Upon final completion,the CONTRACTOR shall thoroughly clean-up all areas where work has been involved as mutually agreed with the COUNTY's Project Manager. PLEASE NOTE: If at any time the CONTRACTOR fails to clean up the work area to acceptable levels, the COUNTY may retain outside cleaning services and the actual costs for this service will be deducted from the CONTRACTOR's final payment with the minimum cost of$50.00 to offset the COUNTY's time for securing services to properly clean and inspect the site. H. The CONTRACTOR shall confine all equipment,materials and operations to the Service site and areas identified in the contract documents. The CONTRACTOR shall assume all responsibility for any damage to any such area resulting from the performance of the work. I. The CONTRACTOR is responsible for notifying the COUNTY of any hazardous materials used on the work site and providing the COUNTY a copy of the Material Safety Data Sheets (MSDS). Any spillage of hazardous chemicals or wastes by the CONTRACTOR shall be reported immediately to the COUNTY and cleaned up in accordance with all State and Federal Regulations. The cost of cleanup of any spillage of hazardous chemicals or wastes caused by the CONTRACTOR will be the sole responsibility of the CONTRACTOR and the COUNTY will share no responsibility of these costs. The CONTRACTOR shall provide a copy of the complete report showing compliance with local, State,and Federal agencies to the COUNTY. If any hazardous chemicals or conditions are discovered during the normal operation, it is the responsibility of the CONTRACTOR to Page 10 of 38 S:\DOCUME1 T2019\PROCUREMENT119-0434\19-0434 Overhead Doors DIIPaceCo Agr 20190710_docx immediately contact the COUNTY with a description and location of the condition. The MSDS must include the following information: 1. The chemical name and the common name of the toxic substance. 2. The hazards or other risks in the use of the toxic substance, including the potential for fire,explosion,corrosiveness,and reactivity. 3. The known acute and chronic health effects of risks from exposure,including the medical conditions which are generally recognized as being aggravated by the exposure to the toxic substances. 4. The primary route of entry and symptoms of exposure. 5. The proper precautions,handling practices,necessary personal protective equipment,and other safety precautions in the use of or exposure to the toxic substances, including appropriate emergency treatment in case of overexposure. 6. The emergency procedure for spills, fire,disposal and first aid. 7. A description in lay terms of the known specified potential health risks posed by the toxic substance intended to alert any person reading this information. 8. The year and month, if available, that the information was compiled, and the name, address and emergency telephone number of the manufacturer responsible for preparing the information. J. The CONTRACTOR shall designate a competent person of its organization whose duty will be the prevention of accidents. This person must be literate and able to communicate fully in the English language because of the necessity to read job instructions and signs, as well as the need for conversing with management personnel. This person will be the CONTRACTOR's superintendent unless otherwise designated in writing to the COUNTY's Project Manager. All communications to the superintendent will be as binding as if given to the CONTRACTOR. 6.8 Maintenance of Traffic. A. In the event that any of the work is conducted within any public right of way,the CONTRACTOR shall provide proper Maintenance of Traffic(MOT). Unless otherwise specified,the standard specifications to be used for the Service will be the strictest and latest edition as promulgated by the Florida Department of Transportation(FDOT)or the Federal Highway Administration(FHWA). B. Maintenance of traffic will be the responsibility of the CONTRACTOR, is part of the CONTRACTOR's proposal price, and must conform to FDOT's most current editions of "STANDARD SPECIFICATIONS FOR ROAD AND BRIDGE CONSTRUCTION," 2015 edition (or latest edition), or FDOT "ROADWAY AND TRAFFIC DESIGN STANDARDS," 2015 (or latest edition), or FDOT "MANUAL OF UNIFORM MINIMUM STANDARDS FOR DESIGN, CONSTRUCTION AND MAINTENANCE FOR STREETS AND HIGHWAYS,"2015(or latest edition), Federal Highway Administration(FHWA)"MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES (MUTCD)," 2015 (or latest edition), and all supplemental specifications. These documents can be ordered from FDOT,Maps and Publications Department,605 Suwannee Street, Tallahassee, Florida, 32399-0450, or by going to the FDOT website at: www.dot.state.fl.us/mapsandpublications. C. All costs associated with MOT must be included in the CONTRACTOR's proposal price. No separate line items for MOT will be included in the cost estimate. If the CONTRACTOR does not comply with all of the FDOT and the FHWA standards (i.e. signs, qualified flaggers, and barricades), the COUNTY reserves the right to direct the CONTRACTOR to cease operation until deficiencies are corrected. In addition, no road closures will be allowed except in the case of emergencies. Page 11 of 38 S:\DOCUMENl\2019\PROCUREMEN7'19-0434\19-0434 Overhead Doors_DI1PaceCo Ag_20190710.docx D. If the CONTRACTOR feels that assistance from an off duty police officer is needed,it will be the responsibility of the CONTRACTOR,at the CONTRACTOR's sole cost and expense,to hire and pay for this service. E. All lane closures must have the prior approval of the COUNTY. F. These requirements are to be considered a minimum and the CONTRACTOR's compliance will in no way relieve the CONTRACTOR of final responsibility for providing adequate traffic control devices for the protection of the public and the CONTRACTOR's employees throughout the work area. G. The use of public roads and streets by the CONTRACTOR must provide minimal inconvenience to the public and traffic. Furthermore, if the CONTRACTOR is utilizing a road by driving slow moving equipment, the operator must allow no more than three (3) vehicles to be backed up behind them at any time before pulling to the side to let traffic pass. 6.9 Underground Utilities. Any required ground digging or subsurface work must be done in accordance with Chapter 556,Florida Statutes. It will be the responsibility of the CONTRACTOR to have all underground utilities located before any work may begin. This can be done by contacting Sunshine State One Call. They may be reached by calling 1-800432-4770. The repairs of any damaged underground utilities as a result of the work being performed by the CONTRACTOR will be the responsibility of the CONTRACTOR. The CONTRACTOR shall contact the proper utility company immediately to expedite the repairs, if damage has occurred. The COUNTY must also be notified by telephone at the earliest opportunity and must be followed up with a written explanation of the incident within two(2) calendar days. 6.10 General Inspection Requirements. A. Due to the nature of this Agreement, the COUNTY will, at the time of establishment of need, require the CONTRACTOR to become fully informed as to the nature and extent of the work required and its relation to any other work in the area,including possible interference from other site activities. Arrangement for the CONTRACTOR's inspection of facilities or sites and activity schedules may be secured from the user COUNTY department.. Failure to visually inspect the facilities or sites may be cause for disqualification of the CONTRACTOR on that individual Service. B. The CONTRACTOR shall furnish the COUNTY with every reasonable accommodation for ascertaining whether the work performed and materials used are in accordance with the requirements and intent of the contract documents. If the COUNTY so requests, the CONTRACTOR shall, at any time before final acceptance of the work, remove or uncover such portions of the finished work as may be directed. After examination,the CONTRACTOR shall restore the uncovered portions of the work to the standard required by the specifications. Should the work so exposed or examined prove unacceptable in the opinion of the COUNTY,the uncovering or removal, and the replacing of the covering or making good of the parts removed,will be at the CONTRACTOR's expense. However,should the work thus exposed or examined prove acceptable in the opinion of the COUNTY, the uncovering or removing and the replacing or the covering or making good of the parts removed,will be paid for as unforeseen work. C. If, during or prior to construction operations, the COUNTY should fail to reject defective work or materials,whether from lack of discovery of such defect or for any other reason, such initial failure to reject will in no way prevent the COUNTY's later rejection when such defect is discovered,nor obligate the COUNTY to final acceptance or payment, and the CONTRACTOR will make no claim for losses suffered due to any necessary removals or repairs of such defects. D. If,during or prior to construction operations,the COUNTY rejects any portion of the work on the • grounds that the work or materials are defective,the COUNTY shall give the CONTRACTOR notice of the defect, Page 12 of 38 S:IDOCUMEN'I\20191PROCUREMENI\19-0434\19-0434 Ovethead Doors_DHPaceCo Agr 20190710.docx which notice may be confirmed in writing. The CONTRACTOR will then have seven(7)calendar days from the date the notice is given to correct the defective condition. If the CONTRACTOR fails to correct the deficiency within the seven (7) calendar days after receipt of the notice, the COUNTY may take any action necessary, including correcting the deficient work utilizing another contractor, returning any non-compliant goods to the CONTRACTOR at the CONTRACTOR's expense or terminating the contract. The CONTRACTOR may not assess any additional charges for any conforming action taken by the COUNTY. The COUNTY will not be responsible to pay for any product or service that does not conform to the contract specifications. B. Should the CONTRACTOR fail to remove and renew any defective materials used or work performed, or to make any necessary corrections in an acceptable manner and in accordance with the contract requirements,within the time indicated in writing,the COUNTY will have the authority to cause the unacceptable or defective materials or work to be corrected as necessary at the CONTRACTOR's expense. Any expense incurred by the COUNTY,whether direct,indirect or consequential,in making these repairs,removals,or renewals will be paid for out of any monies due or which may become due to the CONTRACTOR. A change order will be issued,incorporating the necessary revisions to the contract documents,including an appropriate decrease to the contract amount. Such costs will include,but not be limited to,costs of repair and replacement of work destroyed or damaged by correction, removal or replacement of the CONTRACTOR's defective work and additional compensation due the COUNTY. The CONTRACTOR will not be allowed an extension of the contract time because of any delay in performance of the Service attributable to the exercise by the COUNTY of the COUNTY's rights and remedies under this Agreement. If the CONTRACTOR fails to honor the change order,the COUNTY may terminate this Agreement for default. F. All work performed and all materials furnished must be in reasonably close conformity with the tolerances indicated in the specifications. In the event the COUNTY's Project Manager finds the materials or the finished product in which the materials are used and not within reasonably close conformity to the specifications, the COUNTY's Project Manager will then make a determination if the work will be accepted and remain in place. In this event,the COUNTY's Project Manager will document the basis of acceptance by a Change Order that will provide for an appropriate deduction as needed in the contract price for such work or materials as the COUNTY's Project Manager deems necessary to conform to the determination based on the COUNTY's Project Manager's professional judgment. G. When the United States Government or the State of Florida is to pay a portion of the cost of construction,the work will be subject to such inspection by Federal or State representatives as deemed necessary, but such inspections will in no case make the United States Government or the State of Florida a party to this contract. 6.11 Service Materials and Storage. A. Unless otherwise specified within the contract documents, all materials to be used to complete the Service,except where recycled content is specifically requested,must be new,unused,of recent manufacture, and suitable for its intended purpose. All goods must be assembled,fully serviced and ready for operation when delivered. In the event any of the materials supplied by the CONTRACTOR are found to be defective or do not conform to specifications: (1) the materials may be returned to the CONTRACTOR at the CONTRACTOR's expense and this Agreement may be terminated or(2)the COUNTY may require the CONTRACTOR to replace the materials at the CONTRACTOR's expense. 13. Materials must be placed to permit easy access for proper inspection and identification of each shipment. Any material which has deteriorated,become damaged,or is otherwise unfit for use,as determined by the COUNTY,must not be used for the Service,and must be removed from the site by the CONTRACTOR at the CONTRACTOR's expense. Until incorporated into the work, materials will be the sole responsibility of the CONTRACTOR and the CONTRACTOR will not be paid for such materials until incorporated into the work. If Page 13 of 38 S:IDOCUMENI\2019PROCUREMENT\1 9-0434119-0434 Overhead Doors_DHPaceCo Ag 20190710.docx any chemicals,materials or products containing toxic substances are to be used at any time,the CONTRACTOR shall furnish a Material Safety Data Sheet to the COUNTY prior to commencing such use. C. When not specifically identified in the technical specifications,materials and equipment must be of a suitable type and grade for the purpose which they are used. D. All unusable materials and debris must be removed from the premises by the CONTRACTOR at the end of each workday and disposed of in an appropriate manner. 6.12 Time for Completion and Extensions. A. Purchase orders will be issued for Services to the CONTRACTOR Issuance of a purchase order is not a directive to begin work unless otherwise specified. A written Notice to Proceed is required for the CONTRACTOR to schedule or begin work. Email notice is acceptable. B. The CONTRACTOR shall diligently pursue the completion of the work and coordinate the work being done on the Service by its subcontractors and material suppliers,as well as coordinate the CONTRACTOR's work with the work of other contractors so that the CONTRACTOR's work or the work of others will not be delayed or impaired. The CONTRACTOR will be solely responsible for all construction means, methods, techniques, sequences and procedures, as well as coordination of all portions of the work under the contract documents. The time for completion requirements are contained in Article 3.2 above. C. Should the CONTRACTOR be obstructed or delayed in the completion of the work as a result of unforeseeable causes beyond the control of the CONTRACTOR, and not due to the CONTRACTOR's fault or neglect, the CONTRACTOR shall notify the COUNTY in writing within twenty-four (24) hours after the commencement of such delay, stating the cause or causes of the delay, or be deemed to have waived any right which the CONTRACTOR may have had to request a time extension. D. If the CONTRACTOR complies with the twenty-four (24) hour notice requirement, the COUNTY will ascertain the facts and the extent of the delay being claimed and recommend an extension to the contract time when, in the COUNTY's sole judgment, the findings of fact justify such an extension. The CONTRACTOR shall cooperate with the COUNTY's investigation of the delays by providing any schedules, correspondence or other data that may be required to complete the findings of fact. Extensions to the contract time may be granted only for those delays which impact the CONTRACTOR's construction schedule. Extensions of contract time,if approved by the COUNTY,must be authorized by written change order. 6.13 Changes in the Scope of Services. A. The COUNTY may at any time, by written change order, in accordance with the COUNTY's Purchasing Policy and Procedures,increase or decrease the scope of the work. For changes in work requested by the CONTRACTOR, the CONTRACTOR must prepare and submit change order requests for the COUNTY's approval. Each change order will include time and monetary impacts of the change,whether the change order is considered alone or with all other changes during the course of the Service. Both the COUNTY and the CONTRACTOR must execute the change order for the order to become effective. B. The value of such extra work or change will be determined by the contract unit values, if applicable unit values are set forth in this Agreement. The amount of the change will be computed from such values and added to or deducted from the contract price. C. If the COUNTY and the CONTRACTOR are unable to agree on the change order for a requested change, the CONTRACTOR shall, nevertheless, promptly perform the change as directed in writing by the COUNTY. If the CONTRACTOR disagrees with the COUNTY's adjustment determination,the CONTRACTOR Page 14 of 38 SADOCUMENT120191PROCUREMENI\19-0434\19-0434 Overhead Doors_DHPaceCo Ag_20190710.docx must make a claim pursuant to the Claims and Disputes section in this Agreement, or else he deemed to have waived any claim on this matter the CONTRACTOR might have otherwise had. D. For work not contemplated by the original Agreement,the amount of an increase will be limited to the CONTRACTOR's reasonable direct labor and material costs and reasonable actual equipment costs as a result of the change(including allowance for labor burden costs)plus a maximum ten percent(10%)markup for all overhead and profit,unless otherwise agreed to in writing by the COUNTY.In such case,the CONTRACTOR will keep and present to the COUNTY an itemized accounting together with appropriate supporting data. In the event such changed work is performed by a subcontractor,a maximum ten percent(10%)markup for all overhead and profit for all subcontractors' direct labor and material costs and actual equipment costs will be permitted,with a maximum five percent(5%)markup by the CONTRACTOR for all of its overhead and profit,for a total overall maximum markup of fifteen percent (15%) of the amount of changed work. All compensation due the CONTRACTOR and any subcontractor or sub-subcontractor for field and home office overhead is included in the markups listed above. E. The COUNTY will not be liable to the CONTRACTOR for any increased compensation in the absence of a written change order executed in accordance with the COUNTY's policy. The payment authorized by such a change order will represent full and complete compensation to the CONTRACTOR for labor,materials, incidental expenses, overhead,profit,impact costs and time associated with the work authorized by such change order. F. Execution by the CONTRACTOR of a properly authorized change order will be considered a waiver of all claims or requests for additional time or compensation for any activities prior to the time of execution related to items included in the change order. G. Upon receipt of an approved change order, changes in the Scope of Services must be promptly performed. All changes in work must be performed under the terms and conditions of this Agreement. H. Change orders will not be issued-for incidental items or tasks that should have been reasonably construed to be part of the project by the CONTRACTOR 6.14 Claims and Disputes. A. Claims by the CONTRACTOR must be made in writing to the COUNTY within two(2)business days,unless another provision of this Agreement sets forth a different time frame,after the commencement of the event giving rise to such claim or the CONTRACTOR will be deemed to have waived the claim. All claims will be priced in accordance with the section in this document entitled"Changes in the Scope of Services". B. The CONTRACTOR shall proceed diligently with its performance as directed by the COUNTY, regardless of any pending claim, action, suit, or administrative proceeding, unless otherwise agreed to by the COUNTY in writing. The COUNTY shall continue to make payments on the undisputed portion of the contract in accordance with the contract documents during the pendency of any claim. C. Claims by the CONTRACTOR will be resolved in the following manner: (1)Upon receiving the claim and supporting data,the COUNTY will within fifteen (15) calendar days respond to the claim in writing stating that the claim is either approved or denied. If denied,the COUNTY will specify the grounds for denial. The CONTRACTOR will then have fifteen (15) calendar days in which to provide additional supporting documentation,or to notify the COUNTY that the original claim stands as is. (2) If the claim is not resolved,the COUNTY may,at its option,choose to submit the matter to mediation. A mediator will be mutually selected by the parties and each party will pay one-half(1/2)the expense of mediation. If the COUNTY declines to mediate the dispute,the CONTRACTOR may bring an action in a court of competent jurisdiction in and for Lake County, Florida. Page 15 of 38 S:IDOCUMEN1120191PROCUREMENr\19-0434\19-0434 Overhead Doors_DIPaceCo Agr 20190710.docx D. Claims by the COUNTY against the CONTRACTOR must be made in writing to the CONTRACTOR as soon as the event leading to the claim is discovered by the COUNTY. Written supporting data will be submitted to the CONTRACTOR. All claims will be priced in accordance with the provisions of the section in this document entitled "Changes in the Scope of Services". The CONTRACTOR shall respond in writing within fifteen (15) calendar days of receipt of the claim. If the claim cannot be resolved, the COUNTY may submit the matter to mediation as set forth in (C)above. E. Arbitration will not be considered as a means of dispute resolution. F. NO CLALM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME MAY BE MADE OR ASSERTED AGAINST THE COUNTY BY REASON OF ANY DELAYS. No interruption,interference,inefficiency,suspension or delay in the commencement or progress of the work will relieve the CONTRACTOR of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. The CONTRACTOR expressly acknowledges and agrees that the CONTRACTOR will receive no damages for delay. However, this provision will not preclude recovery or damages by the CONTRACTOR for hindrances or delays due solely to fraud,bad faith or active interference on the part of the COUNTY. Otherwise, the CONTRACTOR will be entitled to extensions of the contract time as the sole and exclusive remedy for such resulting delay,in accordance with and to the extent specifically provided above. 6.15 Acceptance of the Work and Final Payment. The work delivered and services rendered under this Agreement will remain the property of the CONTRACTOR and will not be deemed complete until a physical inspection and actual usage of the Service is accepted by the COUNTY and will be in compliance with the terms of this Agreement, fully in accord with the specifications and of the highest quality. Any goods or services • purchased under this Agreement may be tested/inspected for compliance with the specifications listed. A. Final Inspection. When all materials have been furnished,all work has been performed,and the • construction contemplated by this Agreement has been satisfactorily completed, the COUNTY shall make the final inspection. The final inspection must be completed within five(5)business days of receipt of notification from the CONTRACTOR that the Service is ready. The COUNTY shall notify the CONTRACTOR if necessary of any deficiencies with the Service,and the CONTRACTOR shall correct all deficiencies before final acceptance and payment is made. B. Maintenance of Work. The CONTRACTOR shall maintain all work in as-new condition until the final inspection is completed and the work is accepted by the COUNTY. All insurance must be maintained until final acceptance by the COUNTY. C. Final Acceptance. When the Service or any portion of the Service, as designated by the COUNTY, is ready for its intended use, the COUNTY and any other invited parties will make an inspection of the Service,to verify its completeness and develop a punch list of items needing completion or collation before final payment will be made. The CONTRACTOR will have ten(10)calendar days to correct all deficiencies.An eighty dollar ($80.00) re-inspection fee will be applied for the third inspection and any required re-inspection. The COUNTY may exclude the CONTRACTOR from those portions of the work designated as complete after the inspection;provided,however,that the CONTRACTOR will have reasonable access for the time allotted by the COUNTY to complete or correct items on the punch list. When the work provided for under this Agreement has been completely performed by the CONTRACTOR,and the final inspection has been made by the COUNTY, a final invoice will be prepared by the CONTRACTOR The amount of this invoice, less any sums that may have been deducted or retained under the provisions of this Agreement, will be paid to the CONTRACTOR in accordance with Article 4 of this Agreement, and after the CONTRACTOR hag agreed in writing to accept the balance due, as determined by the COUNTY, as full Page 16 of 38 S:IDOCUMENT\20191PROCUREMEN7\19-0434\19-0434 Overhead Doors_DHPaccCo Ag_20190710.docx settlement of the account under the contract and of all claims in connection with the invoice. Occupancy by the COUNTY alone does not constitute final acceptance. D. Waiver of Claims. The CONTRACTOR's acceptance of final payment will constitute a full waiver of any and all claims by the CONTRACTOR against the COUNTY arising out of the contract or otherwise related to the Service,except those previously made in writing and identified by the CONTRACTOR as unsettled at the time the final estimate is prepared. Neither the acceptance of the work nor payment by the COUNTY will be deemed a waiver of the COUN'I'Y's rights to enforce any continuing obligations of the CONTRACTOR or to the recovery of damages for defective work not discovered by the COUNTY at the time of final inspection. E. Termination of Contractor's Responsibilities. This Agreement will be considered complete when all work has been completed and accepted by the COUNTY and all warranty periods have expired. The CONTRACTOR will then be released from further obligation except as set forth in this Agreement. F. Recovery Rights Subsequent to Final Payment. The COUNTY reserves the right,should an error be discovered in the invoice, or should proof of defective work or materials used by or on the part of the CONTRACTOR be discovered after the final payment has been made, to claim and recover from the CONTRACTOR by process of law,such sums as may be sufficient to correct the error or make good the defects in the work and materials,including any fees or costs associated with the additional services of the COUNTY. 6.16 Warranties. All warranties will begin on the date of the COUNTY's acceptance and will last for a period of twelve (12) months unless otherwise specified in the Scope of Services, plans or specifications. The CONTRACTOR shall obtain and assign to the COUNTY all express warranties given to the CONTRACTOR or • any subcontractors by any material suppliers, equipment or fixtures to be incorporated into the Service. The CONTRACTOR warrants to the COUNTY that any materials and equipment furnished under the contract documents will be new unless otherwise specified,and that all work will be of good quality,free from defects and in conformance with the contract documents. The CONTRACTOR further warrants to the COUNTY that all materials and equipment furnished under the contract documents will be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for the contract documents. This warranty requirement will remain in force for the full period identified above, regardless of whether the CONTRACTOR is still under contract at the time of the defect. These warranties are in addition to those implied warranties to which the COUNTY is entitled as a matter of law. Further,a specific warranty period is included as a requirement as follows: A. If sod is used as part of the Service, it must be warranted to be free of noxious and invasive weeds,disease,and insects. If pests or noxious weeds manifest themselves within sixty(60)days of placement of the sod, the CONTRACTOR shall treat the affected areas. The process for treating these areas must be approved by the COUNTY. If the sod does not meet any of the required specifications,the CONTRACTOR will be responsible to replace it at no expense to the COUNTY. It will be the responsibility of the CONTRACTOR to insure that the sod is sufficiently established as described as specified in the scope of services,plans, or specifications. This will include watering the sod on a regular basis as needed to keep it alive until established. Established will be considered as being sufficiently rooted, as determined by the Project Manager, into the surface that it was installed. If the sod dies or does not become established the CONTRACTOR shall replace the sod at no cost to the COUNTY. B. Correcting Defects Covered Under Warranty. The CONTRACTOR shall promptly correct any deficiency, at no cost to the COUNTY, within five (5) calendar days after the COUNTY notifies the CONTRACTOR of such deficiency in writing. If the CONTRACTOR fails to honor the warranty or fails to • correct or replace the defective work or items within the period specified,the COUNTY may, at its discretion, notify the CONTRACTOR in writing that the CONTRACTOR may be debarred as a vendor of the COUNTY, and may become subject to contractual default if the corrections or replacements are not completed to the satisfaction of the COUNTY within five(5)calendar days of receipt of the notice. If the CONTRACTOR fails to Page 17 of 38 S:U)OCUMENT 20191PROCUREMENT\19-0434\19-0434 Overhead Doors DHPaceCo A.gr_20190710.docx satisfy the warranty within the period specified in the notice,the COUNTY may(a)place the CONTRACTOR in default of its contract and(b)procure the products or services from another source and charge the CONTRACTOR for any additional costs that are incurred by the COUNTY for this work or items, either through a credit memorandum or through invoicing. 6.17 Liquidated Damages. Unless otherwise agreed to, weather events are specifically excluded as excused cause for delay under this Agreement and no additional days will be given for rain days.If the deficiencies have been noted and the remedies have not been completed within the contracted time,the COUNTY may send out a notification notifying the CONTRACTOR of an assessment of Liquidated Damages that can be applied for any day over the time allowed under this Agreement. The COUNTY and the CONTRACTOR recognize that, since time is of the essence for this Agreement, the COUNTY will suffer financial loss if the work is not completed within the time specified. The COUNTY will be entitled to assess, as Liquidated Damages, but not as a penalty, for each calendar day after the scheduled completion date the Service continues. The Service will be deemed to be completed on the date the work is considered complete to the satisfaction of the COUNTY. The CONTRACTOR hereby expressly waives and relinquishes any right which it may have to seek to characterize the Liquidated Damage as a penalty. The parties agree that the Liquidated Damages sum represents a fair and reasonable estimate of the COUNTY's actual damages at the time of contracting if the CONTRACTOR fails to complete the work in a timely manner. The Liquidated Damages will he as follows: Specific Service Amount Daily Charge Per Calendar Day $5,000 and under $25 Over$5,000 but less than$10,000 $65 $10,000 or more but less than$20,000 $91 $20,000 or more but less than$30,000 $121 $30,000 or more but less than$40,000 $166 $40,000 or more but less than$50,000 $228 $50,001 or more $250 The COUNTY will retain from the compensation to be paid to the CONTRACTOR the above described sum. Any CONTRACTOR that is in default for not completing the work within the time specified, at the option of the COUNTY, may not be permitted to perform work for the COUNTY until the Service is complete and the liquidated clam ges sum is satisfied. 6.18 Sanitation. If the Service does not involve interior work,the CONTRACTOR shall provide and maintain adequate sanitary conveniences for the use of persons employed for the Service. These conveniences will be maintained at all times without nuisance, and their use must be strictly enforced. The location of these conveniences will be subject to the COUNTY's Project Manager's approval. All such facilities will be installed and maintained in accordance with applicable Federal,State,and local laws. 6.19 Submittals and Equal Products. A. Submittals of products required for the Service assigned to the CONTRACTOR under this Agreement,must be supplied to the COUNTY for pre-approval prior to the start of the work. These documents must be provided to the COUNTY at least one(1)week before the installation. B. If a product or service requested by the COUNTY for the Service has been identified in the specifications by a brand name,and has not been notated as a"No Substitute,"item,such identification is intended to be descriptive and not restrictive,and is to indicate the quality and characteristics of product or service that will be acceptable. If the CONTRACTOR offers an alternate product or service for consideration,such product must Page 18 of 38 S:IDOCUI ENT 20191PROCUR.ENIEA1T\19-04341I 9-0434 Overhead Doocs_DFtPaceCo Agr 20190710.docx be clearly identified by the CONTRACTOR to the COUNTY. The COUNTY shall make a determination whether the alternate meets the salient characteristics of the specifications. An alternate product will not be considered for any item notated"No Substitute." C. Unless the CONTRACTOR clearly indicates in its response that it is proposing an alternate product,the response will be considered as offering the same brand name referenced in the specifications. If the CONTRACTOR proposes to furnish an alternate product or service,the brand name of the product or service to be furnished must be clearly identified. A formal submittal for the alternate/shop drawings must be submitted. The evaluation of the alternate and the determination as to acceptability of the alternate product or service will be the responsibility of the COUNTY and will be based upon information furnished by the CONTRACTOR. The COUNTY will not be responsible for locating or securing any information which is not included in the CONTRACTOR's response. To ensure that sufficient information is available,the CONTRACTOR will furnish as part of the bid or proposal all descriptive material by providing the manufacturer specification sheets so the COUNTY can make an informed determination whether the product offered meets the salient characteristics required by the specifications. Failure to do so will require the use of the specified products. 6.20 Fees. The following is a list of fees that may be assessed to the CONTRACTOR during the term of this Agreement. These fees are assessed to help offset the additional costs associated with COUNTY labor and vehicle usage required for unnecessary inspections or missed appointments. The fees,if any, will be deducted from the final invoices. A. Missing scheduled appointments $70.00 each B. Failure to respond to emergency calls $250.00 per day C. Late to emergency calls $36.00 per hour D. Inspected unacceptable workmanship $ 80.00 each inspection E. Failure to provide any and all required documentation or reports $75.00 per day F. Failure to pass all inspecting authority re-inspections(within 30 days of initial inspection) $250.00 per day The eighty dollar($80.00)fee shown above is a re-inspection fee for uncorrected workmanship. The fee will be applied to the third inspection and for any subsequent inspections. Any re-inspection fee charged to the COUNTY by other agencies having jurisdiction over the Service,will additionally be charged back to the CONTRACTOR. ,Article 7. Special Terms and Conditions 7.1 Termination. This Agreement may be terminated by the COUNTY upon ten(10)calendar days' written notice to the other party; but if any work, service or task under this Agreement is in progress but not completed on the date of termination,then this Agreement may be extended upon written approval of the COUNTY until the work,service,or task is completed and accepted. A. Termination for Convenience. In the event this Agreement is terminated or cancelled upon the request and for the convenience of the COUNTY with the required ten (10) calendar days' written notice, the COUNTY will reimburse the CONTRACTOR for actual work satisfactorily completed. B. Termination for Cause. Termination by the COUNTY for cause, default, or negligence on the part of the CONTRACTOR will be excluded from the above provision.Termination costs,if any,will not apply. The ten(10)calendar days' written notice requirement is waived in the event of termination for cause. C. Termination Due to Unavailability of Funds in Succeeding Fiscal Years. When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year,this Agreement will be canceled and the CONTRACTOR will be reimbursed for the reasonable value of any non- Page 19 of 38 S:\DOCUMEN T\2019\PROCURET4EN1\19-0434\19-0434 Overhead Doors DHPaceCo Agr 20190710.docx recurring costs incurred but not amortized in the price of the supplies or services/tasks delivered under this Agreement. 7.2 Assignment of Agreement. This Agreement may not be assigned except with the written consent of the COUNTY's Procurement Services Director. No such consent will be construed as making the COUNTY a party to the assignment or subjecting the COUNTY to liability of any kind to any assignee. No assignment will under any circumstances relieve the CONTRACTOR of liability and obligations under this Agreement and all transactions with the COUNTY must be through the CONTRACTOR.Additionally, unless otherwise stipulated in this Agreement,the CONTRACTOR shall notify and obtain prior written consent from the COUNTY prior to being acquired or subject to a hostile takeover. Any acquisition or hostile takeover without the prior consent of the COUNTY may result in termination of this Agreement for default. 7.3 Insurance. A. The CONTRACTOR shall purchase and maintain at all times during the term of this Agreement, without cost or expense to the COUNTY,policies of insurance as indicated below,with a company or companies authorized to do business in the State of Florida, and which are acceptable to the COUNTY, insuring the CONTRACTOR against any and all claims, demands, or causes of action whatsoever, for injuries received or damage to property relating to the performance of duties, services and obligations of the CONTRACTOR under the terms and provisions of the Agreement. An original certificate of insurance, indicating that the CONTRACTOR has coverage in accordance with the requirements of this section, must be furnished by the CONTRACTOR to the COUNTY's Project Manager and Procurement Services Director within five(5)working days of such request and must be received and accepted by the COUNTY prior to contract execution and before any work begins. The parties agree that the policies of insurance and confirming certificates of insurance must insure the CONTRACTOR is in accordance with the following minimum limits: (i) General Liability insurance on forms no more restrictive than the latest edition of the Occurrence Form Commercial General Liability policy(CG 00 01)of the Insurance Services Office or equivalent without restrictive endorsements, with the following minimum limits and coverage: Each Occurrence/General Aggregate $1,000,000/2,000,000 Products-Completed Operations $2,000,000 Personal&Adv.Injury $1,000,000 Fire Damage $50,000 Medical Expense $5,000 Contractual Liability Included (ii) Automobile liability insurance, including owned, non-owned, and hired autos with the following minimum limits and coverage: Combined Single Limit $1,000,000 (iii)Workers' compensation insurance based on proper reporting of classification codes and payroll amounts in accordance with Chapter 440,Florida Statutes,and any other • applicable law requiring workers' compensation (Federal, maritime, etc.). If not required by law to maintain workers' compensation insurance,the CONTRACTOR must provide a notarized statement that if he or she is injured,he or she will not hold the COUNTY responsible for any payment or compensation. Page 20 of 38 S:\DOCUMEN7120191PROCUREMENi\19-0434\19-0434 Overhead Doors_DHPaccCo Agr 20190710.docx (iv)Employers Liability with the following minimum limits and coverage: Each Accident $1,000,000 Disease-Each Employer SI,000,000 Disease-Policy Limit 51,000,000 (v) Professional liability and specialty insurance (medical malpractice, engineers, architect, consultant,environmental,pollution,errors and omissions, etc.) insurance as applicable, with minimum limits of $1,000,000 and annual aggregate of $2,000,000. B. Lake County, a Political Subdivision of the State of Florida, and the Board of County Commissioners,must be named as an additional insured as their interest may appear on all applicable policies. Certificates of insurance must identify the RFP number in the Description of Operations section of the Certificate. C. Certificates of insurance must provide for a minimum of thirty(30) days prior written notice to the County of any change, cancellation, or nonrenewal of the required insurance. It is the CONTRACTOR's specific responsibility to ensure that any such notice is provided within the stated timeframe to the certificate holder. D. The CONTRACTOR must provide a copy to the COUNTY's of all policy endorsements, reflecting the required coverage, with Lake County listed as an additional insured along with all required provisions to include waiver of subrogation. (Note: A simple COI WILL NOT be accepted in lieu of the policy endorsements). E. Certificates of insurance must evidence a waiver of subrogation in favor of the COUNTY, that coverage must be primary and noncontributory, and that each evidenced policy includes a Cross Liability or Severability of Interests provision,with no requirement of premium by the COUNTY. F. Certificate holder must be: LAKE COUNTY,A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA,AND THE BOARD OF COUNTY COMMISSIONERS. P.O.BOX 7800 TAVARES,FL 32778-7800 G. All self-insured retentions must appear on the certificates and will be subject to approval by the COUNTY. At the option of the COUNTY,the insurer must reduce or eliminate such self-insured retentions;or the CONTRACTOR will be required to procure a bond guaranteeing payment of losses and related claims expenses. H. The COUNTY will be exempt from, and in no way liable for, any sums of money,which may represent a deductible or self-insured retention in any insurance policy. The payment of such deductible or self- insured retention will be the sole responsibility of the CONTRACTOR. and subcontractor providing such insurance. I. The CONTRACTOR will be responsible for subcontractors and their insurance. Subcontractors arc to provide Certificates of Insurance to the COUNTY evidencing coverage and terms in accordance with the CONTRACTOR's requirements. J. Failure to obtain and maintain such insurance as set out above will be considered a breach of contract and may result in termination of this Agreement for default. Page 21 of 38 S:\DOCUMEV7\2019\PROCUREMENT\19-0434119-0434 Overhead Doors_DHPaceCo Agr 20190710.docx K. Neither approval by the COUNTY of any insurance supplied by the CONTRACTOR, nor a failure to disapprove that insurance,will relieve the CONTRACTOR of full responsibility of liability, damages, and accidents as set forth in this Agreement. 7.4 Indemnity. The CONTRACTOR shall indemnify and hold the COUNTY and its agents, officers, commissioners and employees harmless for any damages resulting from failure of the CONTRACTOR to take out and maintain the above insurance. Additionally,the CONTRACTOR shall indemnify,and hold the COUNTY and its agents, officers, commissioners, and employees, free and harmless from and against any and all losses, penalties,damages,settlements,costs,charges,professional fees or other expenses or liabilities resulting from the negligent act, error or omission of the CONTRACTOR, its agents, employees or representative, in the performance of the CONTRAC,1'OR's duties as set forth in this Agreement. 7.5 Independent Contractor, The CONTRACTOR, and all its employees, agree that they will be acting as independent contractors and will not be considered or deemed to be an agent,employee,joint venturer,or partner of the COUNTY. The CONTRACTOR will have no authority to contract for or bind the COUNTY in any manner and shall not represent itself as an agent of the COUNTY or as otherwise authorized to act for or on behalf of the COUNTY. Additionally, the CONTRACTOR warrants that it has not employed or retained any company or person,other than a bona fide employee working solely for the 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 working solely for the CONTRACTOR any fee, commission, percentage, gift, or other consideration contingent upon on resulting from the award or making of this Agreement. 7.6 Return of Materials. Upon the request of the COUNTY, but in any event upon termination of this • Agreement, the CONTRACTOR shall surrender to the COUNTY all memoranda, notes, records, drawings, manuals, computer software, and other documents or materials pertaining to the services under this Agreement, that were furnished to the CONTRACTOR by the COUNTY pursuant to this Agreement. 7.7 Public Entity Crimes. A person or affiliate who has been placed on the convicted vendor list following a conviction of a public entity crime may not be awarded or perform work as a contractor,supplier,subcontractor, or consultant under a contract with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. 7.8 Conflict of Interest. The CONTRACTOR agrees that it will not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement, or which would violate or cause others to violate the provisions of Part III, Chapter 112,Florida Statutes,relating to ethics in govenrment. Further,the CONTRACTOR hereby certifies that no officer,agent,or employee of the COUNTY has any material interest either directly or indirectly in the business of the CONTRACTOR conducted here and that no such person may have any such interest at any time during the term of this Agreement unless approved by the COUNTY. 7.9 Retaining Other Contractors. Nothing in this Agreement will be deemed to preclude the COUNTY from retaining the services of other persons or entities undertaking the same or similar services as those undertaken by the CONTRACTOR or from independently developing or acquiring materials or programs that are similar to,or competitive with,the services provided under this Agreement. While the COUNTY has listed all major items which are utilized by County departments in conjunction with their operations,there may be similar or ancillary items that must be purchased by the COUNTY during the term of this Agreement. Under these circumstances,a County representative will contact the CONTRACTOR to obtain a price quote for the similar or ancillary items. The COUNTY reserves the right to award these ancillary items to the CONTRACTOR,another vendor based on the lowest price quoted,or to acquire the items through a separate solicitation. Page 22 of 38 • S:\DOCOMENT2019\PROCUREMENT\19-0434119-0434 Overread Dooas_DHPaceCo Agr 20190710_docx 7.10 Accuracy. The CONTRACTOR is responsible for the professional quality, technical accuracy, timely completion and coordination of all the services furnished under this Agreement. The CONTRACTOR shall, without additional compensation, correct or revise any errors, omissions or other deficiencies in resulting from the services provided in this Agreement. 7.11 Additional Services. Services not specifically identified in this Agreement may be added to the Agreement upon execution of a written amendment. The COUNTY reserves the right to award any additional services to the CONTRACTOR or to acquire the items from another vendor through a separate solicitation. 7.12 Bight to Audit. The COUNTY reserves the right to require the CONTRACTOR to submit to an audit,by any auditor of the COUNTY's choosing. The CONTRACTOR shall provide access to all of its records,which relate directly or indirectly to this Agreement at its place of business during regular business hours. The CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them available to the COUNTY for three(3)complete calendar years following expiration of the Agreement The CONTRACTOR agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to ensure compliance with applicable accounting and financial standards. If the CONTRACTOR provides technology services, the CONTRACTOR must provide Statement of Standards for Attestations Engagements (SSAE) 16 or 18 and System and Service Organization Control (SOC) reports upon request by the County. The SOC reports must be full Type II reports that include the CONTRACTOR's description of control processes, and the independent auditor's evaluation of the design and operating effectiveness of controls.The cost of the reports will be paid by the CONTRACTOR. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the CONTRACTOR to the COUNTY in excess of one percent (1%) of the total contract billings, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY's audit must be reimbursed to the COUNTY by the CONTRACTOR Any adjustments or payments which must be made as a result of any such audit or inspection of the CONTRACTOR's invoices or records must be made within a reasonable amount of time,but in no event may the time exceed ninety(90)calendar days,from presentation of the COUNTY's audit findings to the CONTRACTOR This provision is hereby considered to be included within,and applicable to,any subcontractor agreement entered into by the CONTRACTOR in performance of any work under this Agreement. 7.13 Public Records. A. All electronic files, audio and video recordings, and all papers pertaining to any activity performed by the contractor for or on behalf of the COUNTY will be the property of the COUNTY and will be turned over to the COUNTY upon request In accordance with Chapter 119, Florida Statutes, each file and all papers pertaining to any activities performed for or on behalf of the COUNTY are public records available for inspection by any person even if the file or paper resides in the CONTRACTOR's office or facility. The CONTRACTOR shall maintain the files and papers for not less than three(3) complete calendar years after the Service has been completed or terminated, or in accordance with any grant requirements, whichever is longer. Prior to the close out of the contract,the CONTRACTOR shall appoint a records custodian to handle any records request and provide the custodian's name and telephone numbers to the COUNTY's Project Manager. B. Any copyright derived from this Agreement will belong to the author. The author and the CONTRACTOR must expressly assign to the COUNTY nonexclusive, royalty free rights to use any and all information provided by the CONTRACTOR in any deliverable for the COUNTY's use which may include publishing in the COUNTY's documents and distribution as the COUNTY deems to be in the COUNTY's best interests. If anything included in any deliverable limits the rights of the COUNTY to use the information, the deliverable will be considered defective and not acceptable and the CONTRACTOR will not be eligible for any compensation. Page 23 of 38 S:\DOCUMENI120191PROCUREMENI\19-0434\19-0434 Overhead Doors_DHPaceCo AQJ 20190710.docz C. Pursuant to Section 119.0701,Florida Statutes,the CONTRACTOR shall comply with the Florida Public Records' laws,and shall: 1. Keep and maintain public records required by the COUNTY to perform the services identified in this Agreement. 2. Upon request from the COUNTY's custodian of public records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable • time at a cost that does not exceed the cost provided for by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract teim and following completion of the contract if the CONTRACTOR does not transfer • the records to the COUNTY. • 4. Upon completion of the contract, transfer, at no cost, to the COUNTY all public records in possession of the CONTRACTOR or keep and maintain public records required by the COUNTY to perform the service. If the CONTRACTOR transfers all public records to the COUNTY upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY, upon request from the COUNTY's custodian of public records, in a format that is compatible with the information technology systems of the COUNTY. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT 'tHE CUSTODIAN OF PUBLIC RECORDS AT LAKE COUNTY PROCUREMENT SERVICES, 352-343-9839, P.O. BOX 7800, TAVARES, FL 32778-7800, OR VIA EMAIL AT purchasing@lakecountyf.gov. Failure to comply with this subsection will be deemed a breach of the contract and enforceable as set forth in Section 119.0701,Florida Statutes. 7.14 Force Majeure. The parties will exercise every reasonable effort to meet their respective obligations under this Agreement, but will not be liable for delays resulting from force majcure or other causes beyond their • reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of nature,acts or omissions of the other party,Government acts or omissions,fires,strikes,national disasters,wars, riots,transportation problems and any other cause whatsoever beyond the reasonable control of the parties. Any such cause will extend the performance of the delayed obligation to the extent of the delay so incurred. 7.15 Business Hours of Operation. Unless otherwise specified in the technical specifications, all work performed must be accomplished between the hours of 8:00 A.M.and 5:00 P.M.,Monday through Friday,and no work may be performed on Saturdays,Sundays,or County Holidays,unless permission to work has been requested in writing by the CONTRACTOR and approval, in writing, has been granted by the COUNTY. Request for permission to work must be received by the COUNTY no Iess than two (2)days prior to the requested workday. The exception to this pre-app,oval requirement would be in the case of an emergency in which the emergency specification as outlined in General Terms and Conditions, Section 3, Emergencies, would apply. County Page 24 of 38 S:\DOCS;MEN712019\PROCUREMEN'II9-0434\19-0434 Overhead Doors_DHPaccCo Ag_20190710.docx Holidays are as follows: New Year's Day; Martin Luther King, Jr. Day; Presidents' Day; Memorial Day; Independence Day;Labor Day; Veteran's Day;Thanksgiving Day;Day after Thanksgiving;and Christmas Day. Special schedules may be established if necessary because of problems with noise or similar difficulties affecting other County facilities, County operations, or citizens in homes or buildings/rooms adjacent to the work being completed. When the CONTRACTOR requests and is approved for Saturday, Sunday or Holiday work, the COUNTY may assess the CON TRACTOR the sum of Two Hundred Fifty and 00/100 Dollars($250.00)per man per day for each Saturday,Sunday or recognized Iloliday worked or planned to work.These fees will be deducted from the final invoice. 7.16 Minimum Wage. The wage rate paid to all laborers, mechanics, and apprentices employed by the CONTRACTOR for the work under the Agreement may not be less than the prevailing wage rates for similar classifications of work as established by the Federal government and enforced by the U.S. Department of Labor, Wages and Hours Division,and Florida's Minimum Wage requirements in Article X, Section 24(f) of the Florida Constitution and enforced by the Florida Legislature by statute or the State Agency for Workforce Innovation by rule,whichever is higher. 7.17 Protection of Property. All existing structures, utilities, services,roads,trees,shrubbery and property in which the COUNTY has an interest must be protected against damage or interrupted services at all times by the CONTRACTOR during the term of this contract,and the CONTRACTOR will be held responsible for repairing or replacing damaged property to the satisfaction of the COUNTY which is damaged by reason of the CONTRACTOR's operation on the property. In the event the CONTRACTOR fails to comply with these requirements,the COUNTY reserves the right to secure the required services and charge the costs of such services back to the CONTRACTOR All items damaged as a result of CONTRACTOR or subcontractor operations belonging to third parties, such as but not limited to: sidewalks, irrigation, curbs, pipes, drains, water mains, pavement,mail boxes,turf, signs, or other property must either be repaired or replaced by the CONTRACTOR, at the CONTRACTOR's expense,in a manner prescribed by,and at the sole satisfaction of the COUNTY. Furthermore,the CONTRACTOR shall repair or replace any portion of any of the COUNTY's facility, whether interior or exterior, damaged by reason of the CONTRACTOR's operation within the property. In the event the CONTRACTOR fails to comply with these requirements,the COUNTY reserves the right to secure the required services and charge the costs of such services back to the CONTRACTOR. All items within a facility belonging to third parties,or to commissioners,officers,employees,lessees,invitees,or agents of the COUNTY,including but not limited to personal items and furniture,must either be repaired or replaced by the CONTRACTOR,at the CONTRACTOR's expense,in a manner prescribed by,and at the sole satisfaction of the COUNTY. 7.18 Risk of Loss. The CONTRACTOR assumes the risk of loss of damage to the COUNTY'S property during possession of such property by the CONTRACTOR,and until delivery to and acceptance of that property to the COUNTY. The CONTRACTOR shall immediately repair,replace or make good on the loss or damage without cost to the COUNTY, whether the loss or damage results from acts or omissions,negligent or otherwise, of the CONTRACTOR or a third party. 7.19 Accident Notification. If in the course of completing work as part of this Agreement there is an accident that involves the public, the CONTRACTOR shall as soon as possible inform the COUNTY of the incident by telephone. The CONTRACTOR shall follow up in writing within two (2)business days of the incident. If law enforcement was involved and has written a report,the CONTRACTOR shall forward a copy of the report to the COUNTY. 7.20 License. The CONTRACTOR shall remain appropriately licensed throughout the course of the Service. If the CONTRACTOR employs the services of a subcontractor, the CONTRACTOR shall ensure that any subcontractor is appropriately licensed throughout the course of the Service. Failure to maintain all required licenses will entitle the COUNTY,at its option,to terminate this Agreement. Page 25 of 38 S:\DOCUMEN\2019\PROCUREMEN1119-0434\19-0434 Overhead Doors DHPaccCo Agr 20190710.docx 7.21 Drawings/Plans. If at any time the CONTRACTOR is supplied by the COUNTY or produces building drawings/documentation for construction or any other purpose, the CONTRACTOR shall not share, distribute, display, or in any other way transmit a copy of these plans without the consent of the COUNTY. If there is a need to allow another individual to view the plans, a written request(email is allowed) shall be submitted to the COUNTY's Project Manager. A written response(email is allowed)from the COUNTY must be obtained before the plans can be released for viewing. 7.22 Certification Regarding Scrutinized Companies that Boycott larael. By executing this Agreement, the CONTRACTOR hereby certifies that, pursuant to Section 287.135, Florida Statutes, it is not listed on the Scrutinized Companies that Boycott Israel and is not participating in a boycott of Israel. The CONTRACTOR understands that pursuant to Section 287.135,Florida Statutes,the submission of a false certification may subject it to civil penalties,attorneys' fees,and costs. The CONTRACTOR further understands that any contract with the COUNTY for goods or services may be terminated at the option of the COUNTY if the CONTRACTOR is found to have submitted a false certification or has been listed on the Scrutinized Companies that Boycott Israel list or is participating in a boycott of Israel. Article 8. Miscellaneous Provisions 8.1 This Agreement is made under,and in all respects will be interpreted,construed,and governed by and in accordance with,the laws of the State of Florida. Venue for any legal action resulting from this Agreement will lie solely in Lake County, Florida. The CONTRACTOR hereby waives its right to a jury trial for any action arising from the Agreement. 8.2 The captions utilized in this Agreement are for the purposes of identification only and do not control or affect the meaning or construction of any of the provisions of this Agreement. 8.3 This Agreement will be binding upon and will inure to the benefit of each of the parties and of their respective successors and permitted assigns. 8.4 This Agreement may not be amended,released,discharged,rescinded or abandoned,except by a written instrument duly executed by each of the parties. 8.5 The failure of any party at any time to enforce any of the provisions of this Agreement will in no way constitute or be construed as a waiver of such provision or of any other provision of this Agreement,nor in any way affect the validity of,or the right to enforce,each and every provision of this Agreement. 8.6 During the term of this Agreement the CONTRACTOR assures the COUNTY that it is in compliance with Title VII of the 1964 Civil Rights Act, as amended, and the Florida Civil Rights Act of 1992, in that the CONTRACTOR does not on the grounds of race,color,national origin,religion, sex, age, disability or marital status, discriminate in any form or manner against the CONTRACTOR's employees or applicants for employment. The CONTRACTOR understands and agrees that this Agreement is conditioned upon the veracity of this statement of assurance. 8.7 The CONTRACTOR must at all times comply with all Federal,State and local laws,rules and regulations. 8.8 The employees of the CONTRACTOR will be considered at all times its employees and not an employee or agent of the COUNTY. The CONTRACTOR will provide employees capable of performing the work as required. The COUNTY may require the CONTRACTOR to remove any employee it deems unacceptable. 8.9 Any individual, corporation, or other entity that attempts to meet its contractual obligations with the COUNTY through fraud, misrepresentation or material misstatement,may be debarred for up to five(5)years. Page 26 of 38 S:\DOCJMENt1\20191PROCUREMENI\19-0434\19-0434 Overhead Doors_DHPaceCo Agr 20190710.docx The COUNTY as a further sanction may terminate or cancel any other contracts with such individual,corporation, or entity. Such individual or entity will be responsible for all direct or indirect costs associated with termination or cancellation, including attorney's fees. 8.10 With the consent of the CONTRACTOR, other agencies may make purchases in accordance with the contract. Any such purchases will be governed by the same terms and conditions as stated in this Agreement with the exception of the change in agency name. In addition,although this Agreement is specific to a Department of the COUNTY,it is agreed and understood that any department of the COUNTY may avail itself of this Agreement and purchase any and all items specified in this Agreement at the contract prices established in this Agreement. A contract modification will be issued by the COUNTY identifying the requirements of the additional COUNTY departments. 8.11 The CONTRACTOR will be the prime contractor for all required items and services and will assume full responsibility for the procurement and maintenance of such items and services. The CONTRACTOR will be considered the sole point of contact with regards to all stipulations,including payment of all charges and meeting all requirements of this Agreement. All subcontractors will be subject to advance review by the COUNTY in terms of competency and security concerns. No change in subcontractors may be made without consent of the COUNTY. The CONTRACTOR will be responsible for all insurance,permits,licenses and related matters for any and all subcontractors. Even if the subcontractor is self-insured, the COUNTY may require the CONTRACTOR to provide any insurance certificates required by the work to be performed. 8.12 The CONTRACTOR shall either be registered or have applied for registration with the Florida Department of State in accordance with the provisions of Florida law. 8.13 The invalidity or unenforceability of any particular provision of this Agreement will not affect the other provisions of this Agreement, and this Agreement must be construed in all respects as if such invalid or unenforceable provisions were omitted. 8.14 Wherever provision is made in this Agreement for the giving,service,or delivery of any notice,statement or other instrument, such notice must be in writing and will be deemed to have been duly given, served, and delivered,if delivered by hand or mailed by United States registered or certified mail,addressed as follows: If to the CONTRACTOR If to the COUNTY: D.H.Pace Door Services County Manager 3839 St.Valentine Way Lake County Administration Building Orlando,Florida 32811 315 West Main Street,Suite 308 Post Office Box 7800 Tavares,Florida 32778-7800 With a copy to: County Attorney's Office Post Office Box 7800 Tavares,Florida 32778-7800 Each party may change its mailing address by giving to the other party,by hand delivery,United States registered or certified mail,notice of election to change such address. 8.15 This Agreement is intended by the parties to be the final expression of their Agreement,and it constitutes the full and entire understanding between the parties with respect to the subject of this Agreement,notwithstanding any representations,statements,or agreements to the contrary previously made. Any items not covered under this contract will need to be added via written addendum,and pricing negotiated based on final specifications. Page 27 of 38 S:\DOCu'MEN112019\PROCuREMEN"i119-0434\19-0434 Overhead Doors_DHPaceCo Ag 20190710.docx Agreement between Lake County, Florida and D. H. Pace Company, Inc. for Overhead Doors and Gates Preventative Maintenance,Repair,and Replacement Services; RFP#19-0434 8.16 This Agreement contains the following attachments,all of which are incorporated in this Agreement: Exhibit A Scope of Services Exhibit B Pricing Schedule IN WITNESS WHEREOF,the parties have made and executed this Agreement on the respective dates under each signature: the COUNTY through its Board of County Commissioners, signing by and through its Chairman and by the CONTRACTOR through its duly authorized representative. CONTRACTOR D. H. PACE C9 • Y,INC. By: John Nale,A -a Mana.er This 0 day of JJ1.f ,2019. COUNTY BOARD OF COUNTY COMMISSIONERS OF LAKE COUNTY,FLORIDA ATTEST:' 000Y 0 � av ss Gary ;i tM •e �i• Leslie C pione,Chairman Board o is missi I• rs of 1F p.' Lake Co Mir lorida cowry °� This 9' day of t�1' Lf�� ,2019. Approved as to form and legality: \--YYT cinArL Melanie Marsh,County Attorney Page 28 of 38 S:\DOCUMENT120191PROCUREMENT19-0434\I9-0434 Overhead Doors_DHPaceCo Agr 20190710.docx Agreement between Lake County,Florida and D. IL Pace Company,Inc_for Overhead Doors and Gates Preventative Maintenance, Repair,and Replacement Services;RFP#19-0434 EXHIBIT A—SCOPE OF WORK/SERVICE S 19-0434,OVERHEAD DOORS AND GATES PREVENTATIVE MAINTENANCE, REPAIR AND REPLACEMENT SERVICES 1. SCOPE OF WORK/SERVICES The pulp ose ofthis solicitation is to select a qualified vendor to provide full maintenance,repair, and new replacement services to the interior and extetiorRoll-Up Doors,Overhead Doors,Sliding Doors, and Gates with or without Automatic Openers. This work shall take place at locations throughout Lake County in conjunction with the County's needs to ensure that these systems are operational 24 hours a day,7 days a week Maintenance and repair services shall include,but not be limited to,the following items rollers, guides, tracks, weather-stripping, springs, cables, cable drums, electric eyes, sprockets, chain hoists,belts,motors,keypacis,wirel ens remote operators,electrical switches,ground loops,and all other associated components. The Contractor shall provide,at a minimum,biannual preventative maintenance inspections for the operation and repair of Roll-Up Door, Overhead Door, Sliding Doors, Gates,and Automatic Openers identified in this proposal. The Contractor 'hall provide all scheduled preventive *maintenance, service, and repairs at.the prices provided in this RFP,and all repairs shall be provided on a percentage over cost for parts and at an hourly labor rate. C on±ractors are advised that this procurement action will be lbtmali7ed by contract. A sample contract is provided in Exhibit D ofthis Request for Proposal. A. General 1. The Contractor shall provide all needed main trnnnrr,repair,and replacement services to the interiorand ex eriorroll up doors,overhead doors,sliding doors,gates,arm gates, and counter rollups at various locations throughout Lake County. 2. Services shall include maintaining, repairing and/or replacing the mechanical components of the apparatus,the automatic openers,and their central circuits. 3. The Contractor will be required to provide full service coverage including labor,parts, and materials to keep the doors, gates,and their components operating in a safe and efficient manner as to which they were designed. 4. The Contractor shall not be responsible for the high voltage electrical from the poini of connection at the operator/unit,orto the motor if not part of the unit,and back to the electrical panel. 5. All work shall be completed in accordance to the manufacture's specifications and 0%111 meet all federal,state and local requirements. B. pi-Annual Maintenance 1. The C ontractor shall provide maintenance and inspections to each 1 o cation twice a year, which shall b e conducted in the months of Jare eny and June. 2. A tentative schedule of the maintrrwnreand inspections shall be ptvvided to Contract Specialist.The Contractor shall inform the Contract Specialist if the schedule changes. 3. The maintenance and inspections shall include,but not limited to the following a Verify proper operation of all components including, but not limited to the following electrical switches,motors,and wireless remote op eraiors. b. Check panels and sections for weathering,deterioration,and damage. a Check stiles and rails for damage. d. Tighten nuts and'bolts on all components. Pagel ofS Page 29 of 38 S:\DOCUM NT\2019\PROCUREMEN'i119-0434119-0434 Overhead Doors DHPaceCo Ag_ 20190710.docx EXHIBIT A—SCOPE OF WORK/SERVICES 19-0434.OVERHEAD DOORS AND GATES PREVENTATIVE MAINTENANCE, REPAIR AND REPLACEMENT SERVICES e. Checkweather stripping and seals. f Check the condition ofall hardware andlocks;lubricate as necessary. g Check the condition o fall tracks, gdes,androllers lubricate as necessary. h. Check and adjust track spacing i. Check the condition of the spring counter balance and adjust as necessary. j. Check the condition of the extension springs and adjust as necessary. Ic Check the torsion spring cables thr equal tension; adjust and lubricate as necessary. 1. Check the condition ofihe cable drum. on Check for frayed or kinked cables. n Check safety devices for proper operations. o. Check operation of keypads and remote operators;excluding RBH systems. p. Check condition and operation of chain hoist and sprockets; lubricate as necessary. q. Check the condition of all electric motors,belts,chains,electrical switches,and connections. Lubricate motor and tighten nuts,bolts and connections. r. Adjust doors and/or gates to ensure that they are square in the openings. s. Cycle doors and/or gates to ensure proper operation. t. For all fire roll up doors,perform an annual drop test per standards of NFPA 80,Federal,State,Local,or any other authority having jurisdiction_ u. Check sensitivity setting of ground loop controls and test for proper operation. 4. A detailed report shall be submitted to the Office ofFacilitiesManagement along with the invoice, within thirty (30) days of completion. The report shall include the following minimum information a Farility name and address b. Door and/or gate manufacturer,type,size,model,and serial number. c. Operator manufacturer,typ e,size,model,and serial number. d. Voltage. e Wind load. f. Overall condition of door,gate,and components. g. Pictures of any damaged or deteriorating areas. h Recommended repairs with quote. 5. The Bi-Annual Maintenance cost shall include all overhead to the Contractor,which includes but is not limited to travel,labor,supervision,equipment,and materials. C. Service Request 1. Service request will be made by a representative from the Office of Facilities Management. 2. Upon notification ofa service request the Contractor shall adhere to the response time and respond to the request with an estimated time of arrival. 3. Upon completion of the service request, a service ticket shall be emailed to the requester showing the following: a Location and address b. Technician name Paget of5 Page 30 of 38 SADOCOME M20i4\PROCTMEM 47119.04;4\19-C434 Overhead Doo, Dhpaaoo Ag 2U190710Doa EXHIBIT A—SCOPE OF WORK/SERVICES 19-0434,OVERHEAD DOORS AND GATES PREVENTATIVE MAINTENANCE, REPAIR AND REPLACEMENT SERVICES c. Date d. Job site start and stop time e. Description of work f. Material used g. Pictures of damaged area and any repairs made. 4. The service ticket shall also accompany the mailed in invoice. 5. Per the Facilities Management Additive/ Terms and Conditions, 3. Payment H ourly Rate, d) Incidental parts and materials that have a cost of $25.00 or less shall be considered part of overhead and shall be included in the Contractor's hourly rate. 6. If deemed necessary for the functional operation of the door and/or gate, and the technician is onsite and able,the Contractor shall call for verbal authon tion to make minor repairs with a parts total of $200.00 or less. This must be followed up immediately with a quote and written approval from the Contract Specialist. 7. If repairs with a parts total of$200.00 or mare is necessary for the functional operation of the door and/or gate,a written quote shall be provided to the Contract Specialist. The quote shall inclwtr but is not limited to labor, travel, equipment, and materials including markup cost. These repairs shall not be performed without,the written approval of the Contract Specialist. 8. If a permit is need for replacements,the Contractor shall be responsible for obtaining the permit D. Response time 1. The Contractor shall respond to emergency request within three (3) hours. Lake C aunty shall determine which cases warrant emergency responses. 2. Non-emergency response time shall be no later than twenty-four (24) hours after notification_ 3. At no time c ll any door and/or gate be inop enable formore than forty-eight(4 8)hours. 2. PRICE REDETERMINATIONS The Contractor may,but is not obligated to,petition for one or more price redeterminations where such price redeterminations are necessitated by documented increases in the cost of wages or fuel. Petitions for price redeterminations shall be made within thirty (30) calendar days of the anniversary date of the Contact and only after the Contract has been in effect for at least one(1) . year.Unless otherwise expressly set forth in the Agreement,no other price redeterminations chall be allowed. All priceredeterminations,onceissnert,chatt be prospective from the date of approval unless otherwise approved by a duly executed amendment to the Agreement. A. Basis for Price Redeterminations. The Contractor may petition for price redetermination based on the increased costs of wages,fuel,or materials. Price redeterminationswill be based solely upon changes in pricing or costs documented by the Employment Cost Index(ECI)as published by the Bureau of Labor Statistics. The base index number for the ECI will be for the quarter in which the ITB opens. Any subsequent price redeterminations will use the last price redetermination approved for that price redetermination category as the `base index numb a...* The County shall have the right to audit the Contractor's records,including,but not limited to, payroll, materials, and fuel cost records, to verify or otherwise investigate the Page 3 of 5 Page 31 of 38 SMOCI334134112019\PROCUREMENI\19-0134\9 0434 Overlsa Doom_ULy®oao Air 20190710.Doe, EXHIBIT A—SCOPE OF WORK/SERVICES 19-0434,OVERHEAD DOORS AND GATES PREVENTATIVE MAINTENANCE, REPAIR AND REPLACEMENT SERVICES validity of any price redetermination request. B. Wage PriceRedeternlinaiion_When requesting a price redetenninationbased upcal anincrease in wage costs, the Contractor tall refer to and utilize the Employment Cost Index, Total Compensation,Private Industry,Index Number and Occupational Group at as prepared by the • Bureau of Labor Statistics in the U.S.Department ofLab or located on the Statistics Site. The base figure will be tied to Trade, transportation, and utilities under the heading Service Providing Industries.Wage price redetermination increases shall be granted only by reason of wa ge increases as so sated with the Contractor's employees or sub contractors p erforrning work or services pursuant to the Agreement. C. Furl Price Redetermination. If/when the price of fuel increases by a minimum of ten(10%) percent, the Contractor may petition for a fuel price redetermination. As a condition of petitioning fbra fuel price increase,the Contractor shall be required to petition for a fuel price redetermination decrease if/when the price of fuel decreases by a minimum of ten(10%) percent. Failure to make such petition may be grounds for Agreement termination and stall entitle the County to a refund o f the cumulative increase in pay to the Contractor due to any prior fuel price redetermination increases. Fuel price redetermination must be based solely upon changes as documented by the Producer Price Index(PP I)forthe comma dities"Unleaded Gasoline-WPU057104" or`#2 diesel fuel -WPU057303,"as such maybe applicable to the Contractor's operations in connection with the Contractor's performance of the Agreement. D. All Price Redeterminations shall be calculated as demonstrated in this rxample: Contractor indicated on the Submittal Form that thirty percent(30%)of the cost to provide the product/service is directly attributed to the redetermination category(wage or fuel). Current applicable PPI $200.50 Base index PPI - $179.20 PPI increase dollars $21.30 PPI increase percentage 11.9% ($21.30_$179.20=1189) Unit cost of the service is: $100.00 30% of$100.00 is directly $30.00 attributed to the redetermination category $30.00 x 11.9%— $3.57 New unit price is $103.57 ($100+$3.57) E. Expiration Upon Failure to Agee to Price Redetermination. If the County and the Contractor cannot agree to a price redetermination,then the A greem eat will automatically expire without penalty or further expense to either party after a period of six(6) months following the Contractor's initial request for such price redeter mninati On. Requests for price redeterminations not made in accordance with the provisions o f this Section shall be deemed null and void and shall not be a valid reason or pretext for expiration or termination of the Agreement. If the Page4 of5 Page 32 of 38 S:1DOCCJAEVIVA 19APACCI IIrfi771V 9.0434\19-0934 Overhead Doors D>rpmcecu P. 20190710.Docx EXHIBIT A—SCOPE OF WORK/SERVICES 19-0434,OVERHEAD DOORS AND GATES PREVENTATIVE MAINTENANCE, REPAIR AND REPLACEMENT SERVICES Agreement expires pursuant to the terms and conditions of this Section,the County reserves the right,at no exp ense,p enalty,or consequence to the County,to award any restraining tasks thereunder to the next available most responsive and responsible Contractor. The following information is required in order to be granted a price redetermination. Assuming prices quoted include costs for vehicles,maintenance,repair,insurance, fuel,wages, insurances, other employee benefits, materials, overhead, operating expenses, etc., what percentage of the rate is directly attributed to the cost of fuel? ..: Click ortap here to enter text. % 'Which does the firm use:Diesel file] or Gasoline Click or tap here to entertext.? Assuming prices quoted include costs for vehicles,maintenance,repair,insurance, fuel,wages, materials,overhead,operating expenses, etc.,what percentage of the rate is directly attributed to the cost of wages?Click ortap here to enter text. •/o Assuming prices quoted include costs for vehicles, maintenance, fuel, wages, insurances, other employee benefits, materials, overhead, operating expenses, etc., what percentage o f the rate is directly attributed to the cost ofmaterials? Click ortep here to erhertext. % [THE REMA AIDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Page 5 of 5 Page 33 of 38 S:IDOCLflen 20191PROCuRPME,1'U 9-O434\19-0434 Overhead Doors Dhpacero Age 20190710Doe EXHIBIT B Tit! 88888888888888888888888888 o e Ca C� m O Ln O N C v; g ui O O vi O vi ui Q Q ul V1 ,r1 Q of u1 O v1 V1 Q Ai M N N N N Q1 R Ql Q O1 OI Q C1 V' Q Q1 Q1 r0 1! 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