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Contract 2019-52A AGREEMENT FOR
COST ESTIMATING, SCHEDULING AND PROJECT MANAGEMENT SERVICES
THIS AGREEMENT, is made and entered into this 2 9 day of Ju ly
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 COST MANAGEMENT, INC. DBA
CMI, whose address is: 158 Terra Mango Loop, Suite B, Orlando, FL 32835, (hereinafter
referred to as "CONTRACTOR").
WHEREAS, the Orange County B.C.C. through the public procurement process awarded
an Agreement for cost estimating, scheduling and project management services, Orange
County B.C.C. Contract Number Y18-179A;
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 Orange County B.C.C. Contract Number No. Y18-179A.
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I — SCOPE OF WORK
The CONTRACTOR shall furnish cost estimating, scheduling and project management
services as described in the Orange County B.C.C. Contract Number Y18-179A, 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 May 29, 2021, unless terminated or renewed as provided
by the Orange County B.C.C.
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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 five
(5) 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.
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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, $500,000 Each
($1,000,000 aggregate)
Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
Required Endorsements:
(b)Additional Insured-CG 20 26 or CG 20 10/CG 20 37 or their equivalents
Note: CG 20 10 must be accompanied by CG 20 37 to include
products/completed operations
(c) Waiver of Transfer of Rights of Recovery- CG 24 04 or its equivalent
Note: If blanket endorsements are being submitted please include the entire
endorsement and the applicable policy number
(d) Automobile Liability Coverages, $500,000 Each
Bodily Injury& Property Damage Occurrence,
Combined Single Limit
(e) Professional Liability, $1,000,000 Each Occurrence, Combined Single
Limit
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.
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4. Indemnification Rider
(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: Cost Management, Inc., dba CMI
158 Terra Mango Loop, Suite B
Orlando, Florida 32835
Attn: Ganesh Jiawon,President
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
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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:
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(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 Orange County B.C.C. Contract/Bid No. Y18-
179A.
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this .L q day of Ju ty ,2019.
City of Cle .'
Darr-V y,1/4i Vanager
Attest:
•
. , Trac. Ackroyd Howe, City Clerk
Cost Management, Inc., dba CMI
By:
(Name rinted or Typed) G,AN E.ct-f 4,4,0r�
PI2ESI.De
Title /
Attest: 1 n
Corporate Secretary
\(t btsK esAD
(Name Printed or Typed)
7
EXHIBIT A
0(11
RA� PROCUREMENT DIVISION
,44 CARRIE WOODELL, MPA, CFCM, CPPO, C.P.M., CPPB,APP, Manager
.. t. 400 E.South Street,2nd Floor. Reply To:Post Office Box 1893.Orlando,Florida 32802-1398
C407-886.5664•Fax:407.836.5899 IUNTY
GOVERNMENT
FLORIDA May 31, 2018
Mr. Ganesh Jiawon
President
Cost Management, Inc.dba CMI
158 Terra Mango Loop
Suite B
Orlando, Florida 32835
EXECUTED CONTRACT: No. Y18-179A, Term Contract for Cost Estimating,
Scheduling and Project Management Services for Orange County Convention Center
Dear Mr.Jiawon:
Attached for your records is one original of the contract referenced above with
execution dated May 30, 2018.
A representative from our Convention Center's Capital Planning Division will issue
the date for the pre-proposal/work meeting.
Feel free to contact the undersigned should you require additional information at
telephone 407-836-5344.
Sincerely,
Elia R. Batista
Senior Contract Administrator
Contract Distribution:
Original—Contractor..
Original—Contract File Y18-179A••
Original—Elizabeth Osborne,Fiscal Coordinator,Capital Planning Division**
Copy—Crystal Mudd,Project Manager,Capital Planning Division**
Copy—Mindy Spinuzza,Finance and Accounting'
Copy—Business Development Division,Kesi Warren*
Copy—Marc Cannata,Capital Planning Division*
(•)By e-mail
(••)Original
Contract#Y18-179A
This Contract is made as of the 30th day of May, 2018 by and between Orange County,
a Political Subdivision of the State of Florida, by and through its Board of County
Commissioners, hereinafter referred to as the COUNTY, and
Cost Management, Inc. dba CMI
158 Terra Mango Loop
Suite B
Orlando, Florida 32835
a corporation authorized to do business in the State of Florida, hereinafter referred to as
the CONTRACTOR, whose Federal I.D. or Social Security number is 59-3308072.
In consideration of the mutual promises contained herein, the COUNTY and the
CONTRACTOR agree as follows:
ARTICLE 1 - SERVICES
The CONTRACTOR'S responsibility under this Contract is to provide
professional/consultation services under Term Contract for Cost Estimating,
Scheduling and Project Management Services for Orange County Convention
Center, as more specifically set forth in the Scope of Services detailed in Exhibit "A"
and the Fee Schedule Form detailed in Exhibit B of this contract.
The COUNTY'S representative/liaison during the performance of this Contract shall be
Marc A. Cannata, telephone no. 407-685-5953.
ARTICLE 2 - SCHEDULE
The CONTRACTOR shall commence services on May 30, 2018 and complete all
services by May 29, 2021.
Reports and other items shall be delivered or completed in accordance with the detailed
schedule set forth in Exhibit 'A".
This contract may be renewed, by mutual agreement, for additional periods up to a
cumulative total of five (5) years at the same prices, terms and conditions. Any change
in price, terms or conditions shall be accomplished by written amendment to this
contract.
Any order issued during the effective date of this contract, but not completed within that
period, shall be completed by the CONTRACTOR within the time specified in the order.
The contract shall govern the CONTRACTOR and the COUNTY'S rights and obligations
with respect to the extent as if the order were completed during the contract's
performance period.
Contract No. Y18-179A / Page 1
ARTICLE 3 - PAYMENTS TO CONTRACTOR
A. The total amount to be paid by the COUNTY under this Contract for services,
shall not exceed Three Million Five Hundred Sixty-Eight Thousand One
Hundred Thirty-One Dollars and 60/100 ($3,568,131.60). The CONTRACTOR
will notify the COUNTY, in writing, when 90% of the estimated contract amount
has been reached. The CONTRACTOR will bill the COUNTY on a monthly
basis, or as otherwise provided, at the amounts set forth in Exhibit "B" for
services rendered toward the completion of the Scope of Work. Where
incremental billing for partially completed items is permitted, the total incremental
billings shall not exceed the percentage of estimated completion as of the billing
date.
B. Invoices received from the CONTRACTOR pursuant to this Contract will be
reviewed and approved by the initiating County Department, indicating that
services have been rendered in conformity with the Contract and then will be
sent to the Finance Department for payment. Invoices must reference this
contract number. Invoices will be paid in accordance with the State of Florida
Local Government Prompt Payment Act.
C. Final Invoice: In order for both parties herein to close their books and records,
the CONTRACTOR will clearly state "final invoice" on the CONTRACTOR'S
final/last billing to the COUNTY. This certifies that all services have been
properly performed and all charges and costs have been invoiced to Orange
County. Since this account will thereupon be closed, any and other further
charges if not properly included on this final invoice are waived by the
CONTRACTOR.
ARTICLE 4 -TRUTH IN NEGOTIATION CERTIFICATE
Signature of this Contract by the CONTRACTOR shall act as the execution of the truth-
in-negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Contract are accurate, complete and current as of the
date of the Contract and no higher than those charged the CONTRACTOR'S most
favored customer for the same or substantially similar service.
The said rates and costs shall be adjusted to exclude any significant sums should the
COUNTY determine that the rates and costs were increased due to inaccurate,
incomplete or non-current wage rates or due to inaccurate representations of fees paid
to outside Contractors. The COUNTY shall exercise its right under this "Certificate"
within one (1) year following final payment.
ARTICLE 5 - TERMINATION
A. Termination for Default:
The COUNTY may, by written notice to the CONTRACTOR, terminate this
contract for default in whole or in part (delivery orders, if applicable) if the
CONTRACTOR fails to:
Contract No. Y18-179A / Page 2
1. Provide products or services that comply with the specifications herein or
fails to meet the COUNTY'S performance standards
2. Deliver the supplies or to perform the services within the time specified in
this contract or any extension.
3. Make progress so as to endanger performance of this contract
4. Perform any of the other provisions of this contract.
Prior to termination for default, the COUNTY will provide adequate written notice
to the CONTRACTOR through the Manager, Procurement, affording them the
opportunity to cure the deficiencies or to submit a specific plan to resolve the
deficiencies within ten (10) days (or the period specified in the notice) after
receipt of the notice. Failure to adequately cure the deficiency shall result in
termination action. Such termination may also result in suspension or debarment
of the CONTRACTOR in accordance with the County's Procurement Ordinance.
The CONTRACTOR and its sureties (if any) shall be liable for any damage to the
COUNTY resulting from the CONTRACTOR's default of the contract. This
liability includes any increased costs incurred by the COUNTY in completing
contract performance.
In the event of termination by the COUNTY for any cause, the CONTRACTOR
will have, in no event, any claim against the COUNTY for lost profits or
compensation for lost opportunities. After a receipt of a Termination Notice and
except as otherwise directed by the COUNTY the CONTRACTOR shall:
1. Stop work on the date and to the extent specified.
2. Terminate and settle all orders and subcontracts relating to the
performance of the terminated work.
3. Transfer all work in process, completed work, and other materials related
to the terminated work as directed by the COUNTY.
4. Continue and complete all parts of that work that have not been
terminated.
Neither CONTRACTOR nor COUNTY shall be liable, nor may cancel this
contract for default, when delays arise out of causes beyond the control of
CONTRACTOR or COUNTY. Such causes may include but are not restricted to
acts of God, acts of COUNTY in sovereign capacity, fires, floods, lightning
strikes, epidemics, quarantine restrictions, strikes, freight embargoes, wars, civil
disturbances, work stoppage, power failures, laws, regulations, ordinances, acts
or orders of any governmental agency or official thereof, and unusually severe
weather. In every case, the delay must be beyond the control of the claiming
party. If CONTRACTOR is delayed in its performance as a result of the above
causes, COUNTY, shall upon written request of CONTRACTOR, agree to
equitably adjust the provisions of this contract, including price and delivery, as
may be affected by such delay. However, this provision shall not be interpreted
Contract No. Y18-179A / Page 3
to limit COUNTY'S right to terminate for convenience.
B. Termination for Convenience
The COUNTY, by written notice, may terminate this contract, in whole or in part,
when it is in the County's interest. If this contract is terminated, the COUNTY
shall be liable only for goods or services delivered and accepted. The COUNTY
Notice of Termination shall provide the CONTRACTOR thirty (30) days prior
notice before it becomes effective. A termination for convenience may apply
to individual delivery orders, purchase orders or to the contract in its
entirety.
ARTICLE 6 - PERSONNEL
The CONTRACTOR represents that it has, or will secure at its own expense, all
necessary personnel required to perform the services under this Contract. Such
personnel shall not be employees of or have any contractual relationship with the
COUNTY.
All of the services required hereafter shall be performed by the CONTRACTOR or under
its supervision, and all personnel engaged in performing the services shall be fully
qualified and, if required, authorized or permitted under state and local law to perform
such services.
Any changes or substitutions in the CONTRACTOR'S key personnel, as may be listed
in Exhibit "A", must be made known to the COUNTY'S representative and written
approval must be granted by the COUNTY before said change or substitution can
become effective.
The CONTRACTOR warrants that all services shall be performed by skilled and
competent personnel to the highest professional standards in the field. The COUNTY
may require, in writing, that the CONTRACTOR remove from this contract any
employee the COUNTY deems incompetent, careless, or otherwise objectionable.
ARTICLE 7 — SUBCONTRACTING AND MINORITY/WOMEN EMPLOYMENT
PARTICIPATION
A. The CONTRACTOR shall be responsible for reporting Minority/Women Business
Enterprise (M/WBE) sub-CONTRACTOR contract dollar amount(s) for the
M/WBE sub-Contractor(s) listed in this document, by submitting the appropriate
documents, which shall include but not limited to fully executed sub-contract
agreements and/or purchase orders evidencing contract award of work, to the
Business Development Division. Submittal of these sub-contract
agreements/purchase orders is a condition precedent to execution of the prime
contract with the COUNTY. Quarterly updated M/WBE utilization reports and
Employment Data, Schedule of Minorities and Women reports are to be
submitted every quarter during the term of the contract. Additionally, the
CONTRACTOR shall ensure that the M/WBE participation percentage proposed
in the Contractor's Proposal submitted for this Contract is accomplished.
Contract No. Y18-179A / Page 4
B. Subsequent amendments to this contract shall be submitted with the appropriate
documentation evidencing contractual change or assignment of work to the
Business Development Division, with a copy to the COUNTY'S designated
representative, within ten (10) days after COUNTY'S execution.
C. The CONTRACTOR shall be responsible for reporting local minority/women
employment percentage levels within the firm and the minority/women
employment percentage levels that the firm anticipates utilizing to fulfill the
obligations of this Contract. The report(s) shall be submitted to the Business
Development Division, on a quarterly basis during the life of the Contract.
D. The awarded prime CONTRACTOR shall furnish written documentation
evidencing actual dollars paid to all sub-Contractors utilized by the prime
CONTRACTOR on the project. This will include, but not limited to: copies of
cancelled checks, approved invoices, and signed affidavits certifying the
accuracy of payments so that the COUNTY may determine actual MWBE
participation achieved by the prime CONTRACTOR prior to the issuance of final
payment.
E. In the event a certified M/WBE sub-Contractor's subcontract is terminated for
convenience, the CONTRACTOR shall submit a letter to the Business
Development Division from the terminated sub-Contractor evidencing their
concurrence with the termination. In the event a certified M/WBE
sub-Contractor's subcontract is terminated for cause, the CONTRACTOR shall
justify the replacement of that sub-Contractor, in writing to the Business
Development Division, accompanied by the Project Manager's recommendation
or consent to termination.
F. It is the intent of the COUNTY to insure prompt payment of all sub-Contractors
working on COUNTY projects. The CONTRACTOR shall:
1. Submit copies of executed contracts between the CONTRACTOR and all
of its M/WBE sub-Contractors to the Business Development Division.
2. The COUNTY may at its discretion require copies of
subcontracts/purchase orders for the non-M/WBE's listed on SCHEDULE
OF SUBCONTRACTING - M/WBE PARTICIPATION FORM and or
utilized on the project. However, if this option is not exercised the awarded
Proposer shall provide a list of all non-M/WBE sub-Contractors certifying
that a prompt payment clause has been included in that contract or
purchase order.
3. The Contractor must include in the subcontract agreement:
a) Prompt Payment Clause to the M/WBE subcontractor
b) Payment schedule in all subcontracts and purchase orders (including
those with non-M/WBE's) stating that payment will be made to the
Subcontractor/suppliers within 72 hours of receipt of payment from the
County
Contract No. Y18-179A / Page 5
c) The following statement: "It is the M/WBE responsibility to submit the
required Monthly M/WBE utilization reports to the prime and Final
M/WBE payment verification form to Business Development Division."
The M/WBE's failure to submit the required documents could
negatively impact their M/WBE certification.
G. By entering into this contract, the CONTRACTOR affirmatively commits to
comply with the M/WBE subcontracting requirements submitted with his/her
Proposal. The failure of the CONTRACTOR/CONTRACROR to comply with this
commitment during the Contract's performance period may be considered a
breach of Contract.
The COUNTY may take action up to and including termination for default if this
condition is not remedied within the time period specified by the Manager,
Procurement.
ARTICLE 8 — SERVICE-DISABLED VETERAN (SDV) REPORTING
The prime CONTRACTOR/CONTRACTOR shall be responsible for reporting (SDV)
sub-Contractor contract dollar amount(s) for the SDV firms(s) listed in the document by
submitting appropriate documents evidencing contract award of work to the Business
Development Division (BDD). The reports) shall be submitted in the (BDD) with a copy
to the representative within ten (10) days after issuance of individual assignments or
task authorizations.-
A. The CONTRACTOR shall be responsible for reporting SDV sub-CONTRACTOR
contract dollar amount(s) for the SDV sub-Contractor(s) listed in this document,
by submitting the appropriate documents, which shall include but not limited to
fully executed sub-contract agreements and/or purchase orders evidencing
contract award of work, to the BDD. Submittal of these sub-contract
agreements/purchase orders is a condition precedent to execution of the prime
contract with the COUNTY. Quarterly updated utilization report shall be
submitted every quarter during the term of the contract.
B. Subsequent amendments to this contract shall be submitted with the appropriate
documentation evidencing contractual change or assignment of work to the BDD,
with a copy to the COUNTY'S designated representative, within ten (10) calendar
days after COUNTY'S execution.
The awarded prime CONTRACTOR shall furnish written documentation
evidencing actual dollars paid to all sub-Contractors utilized by the
CONTRACTOR on the project. This will include, but not limited to: copies of
cancelled checks, approved invoices, and signed affidavits certifying the
accuracy of payments so that the COUNTY may determine actual SDV
participation achieved by the CONTRACTOR prior to the issuance of final
payment.
C. In the event a registered SDV sub-Contractor's subcontract is terminated for
convenience, the CONTRACTOR shall call and submit a letter to the BDD from
the terminated sub-Contractor evidencing their concurrence with the termination.
Contract No. Y18-179A / Page 6
In the event a registered SDV sub-Contractor's subcontract is terminated for
cause, the CONTRACTOR shall justify the replacement of that sub-Contractor, in
writing to the BDD, accompanied by the Project Manager's recommendation or
consent to termination.
D. It is the intent of the COUNTY to insure prompt payment of all sub-Contractors
working on COUNTY projects. The CONTRACTOR shall:
1. Submit copies of executed contracts between the CONTRACTOR and all
of its SDV sub-Contractors to the BDD.
4. Incorporate a prompt payment assurance provision and payment schedule
in all contracts between the CONTRACTOR and SDV sub-Contractors
(stating that payment will be made to the sub-CONTRACTOR within 72
hours of receipt of payment from the COUNTY. The CONTRACTOR shall
pay each sub-CONTRACTOR for all work covered under an invoice within
the 72 hour time frame.
E. By entering into this contract, the CONTRACTOR affirmatively commits to
comply with the SDV requirements submitted with his/her Proposal. The failure
of the CONTRACTOR/CONTRACTOR to comply with this commitment during
the Contract's performance period may be considered a breach of Contract.
ARTICLE 9 - FEDERAL AND STATE TAX
The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The
COUNTY will sign an exemption certificate submitted by the CONTRACTOR. The
CONTRACTOR shall not be exempted from paying sales tax to its suppliers for
materials used to fulfill contractual obligations with the COUNTY, nor is the
CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing
such materials.
The CONTRACTOR shall be responsible for payment of its own and its share of its
employee FICA and Social Security benefits with respect to this Contract.
ARTICLE 10 -AVAILABILITY OF FUNDS
The COUNTY'S performance and obligation to pay under this Contract is contingent
upon an annual appropriation for its purpose by the Board of County Commissioners, or
other specified funding source for this procurement.
ARTICLE 11 - INSURANCE REQUIREMENTS:
Vendor/Contractor agrees to maintain on a primary basis and at its sole expense, at all
times throughout the duration of this contract the following types of insurance
coverage with limits and on forms (including endorsements) as described herein.
These requirements, as well as the County's review or acceptance of insurance
maintained by Vendor/Contractor is not intended to and shall not in any manner limit or
qualify the liabilities assumed by Vendor/Contractor under this contract.
Vendor/Contractor is required to maintain any coverage required by federal and state
workers' compensation or financial responsibility laws including but not limited to
Chapter 324 and 440, Florida Statutes, as may be amended from time to time.
Contract No. Y18-179A / Page 7
The Vendor/Contractor shall require and ensure that each of its sub-Vendors/sub-
Contractors providing services hereunder (if any) procures and maintains until the
completion of their respective services, insurance of the types and to the limits
specified herein.
Insurance carriers providing coverage required herein must be licensed to conduct
business in the State of Florida and must possess a current A.M. Best's Financial
Strength Rating of A- Class VIII or better.
(Note: State licenses can be checked via www.floir.com/companysearch/ and A.M.
Best Ratings are available at www.ambest.com)
Required Coverage:
® Commercial General Liability - The Vendor/Contractor shall maintain
coverage issued on the most recent version of the ISO form as filed for use
in Florida or its equivalent, with a limit of liability of not less than $500,000.
(five hundred thousand dollars) per occurrence. Vendor/Contractor further
agrees coverage shall not contain any endorsement(s) excluding or limiting
Product/Completed Operations, Contractual Liability, or Separation of
Insureds. The General Aggregate limit shall either apply separately to this
contract or shall be at least twice the required occurrence limit.
Required Endorsements:
® Additional Insured- CG 20 26 or CG 20 10/CG 20 37 or their
equivalents.
Note: CG 20 10 must be accompanied by CG 20 37 to include
products/completed operations
xi Waiver of Transfer of Rights of Recovery- CG 24 04 or its
equivalent.
Note: If blanket endorsements are being submitted please include
the entire endorsement and the applicable policy number.
® Business Automobile Liability - The Vendor/Contractor shall maintain
coverage for all owned; non-owned and hired vehicles issued on the most
recent version of the ISO form as filed for use in Florida or its equivalent,
with limits of not less than $500,000 (five hundred thousand dollars) per
accident. In the event the Vendor/Contractor does not own automobiles
the Vendor/Contractor shall maintain coverage for hired and non-owned
auto liability, which may be satisfied by way of endorsement to the
Commercial General Liability policy or separate Business Auto Liability
policy.
Required Endorsements:
® Workers' Compensation - The Vendor/Contractor shall maintain coverage
for its employees with statutory workers' compensation limits, and no less
than $100,000 each incident of bodily injury or disease for Employers'
Liability. Elective exemptions as defined in Florida Statute 440 will be
considered on a case-by-case basis. Any Vendor/Contractor using an
Contract No. Y18-179A / Page 8
employee leasing company shall complete the Leased Employee Affidavit.
Required Endorsements:
® Waiver of Subrogation-WC 00 03 13 or its equivalent
Optional Coverage:
® Professional Liability- with a limit of not less than $1,000,000 per
occurrence/claim
❑ Fidelity/Employee Dishonesty- with a limit greater than or equal to the
contract amount
When a self-insured retention or deductible exceeds $100,000 the COUNTY
reserves the right to request a copy of Vendor/Contractor most recent annual
report or audited financial statement. For policies written on a "Claims-Made"
basis the Vendor/Contractor agrees to maintain a retroactive date prior to or
equal to the effective date of this contract. In the event the policy is canceled,
non-renewed, switched to occurrence form, or any other event which triggers the
right to purchase a Supplemental Extended Reporting Period (SERP) during the
life of this contract the Vendor/Contractor agrees to purchase the SERP with a
minimum reporting period of not less than two years. Purchase of the SERP
shall not relieve the Vendor/Contractor of the obligation to provide replacement
coverage.
By entering into this contract Vendor/Contractor agrees to provide a waiver of
subrogation or a waiver of transfer of rights of recovery, in favor of the County
for the workers' compensation and general liability policies as required herein.
When required by the insurer or should a policy condition not permit the
Vendor/Contractor to enter into a pre-loss agreement to waive subrogation
without an endorsement, then Vendor/Contractor agrees to notify the insurer
and request the policy be endorsed with a Waiver of Subrogation or a Waiver of
Transfer of Rights of Recovery Against Others endorsement.
Prior to execution and commencement of any operations/services provided
under this contract the Vendor/Contractor shall provide the COUNTY with
current certificates of insurance evidencing all required coverage. In addition to
the certificate(s) of insurance the Vendor/Contractor shall also provide
endorsements for each policy as specified above. All specific policy
endorsements shall be in the name of the Orange County Board of County
Commissioners.
For continuing service contracts renewal certificates shall be submitted
immediately upon request by either the COUNTY or the COUNTY's contracted
certificate compliance management firm. The certificates shall clearly indicate
that the Vendor/Contractor has obtained insurance of the type, amount and
classification as required for strict compliance with this insurance section.
Vendor/Contractor shall notify the COUNTY not less than thirty (30) business
days (ten business days for non-payment of premium) of any material change in
or cancellation/non-renewal of insurance coverage. The Vendor/Contractor
Contract No. Y18-179A / Page 9
shall provide evidence of replacement coverage to maintain compliance with
the aforementioned insurance requirements to the COUNTY or its certificate
management representative five (5) business days prior to the effective date of
the replacement policy (ies).
The certificate holder shall read:
Orange County Board of County Commissioners
c/o Procurement Division
400 E. South Street, 2nd Floor
Orlando, Florida 32801
ARTICLE 12 - INDEMNIFICATION
To the fullest extent permitted by law, the CONTRACTOR shall defend, indemnify, and
hold harmless the COUNTY, its officials, agents, and employees from and against any
and all claims, suits, judgments, demands, liabilities, damages, cost and expenses
(including attorney's fees) of any kind or nature whatsoever arising directly or indirectly
out of or caused in whole or in part by any act or omission of the CONTRACTOR or its
subcontractors (if any), anyone directly or indirectly employed by them, or anyone for
whose acts any of them may be liable; excepting those acts or omissions arising out of
the sole negligence of the COUNTY.
ARTICLE 13 - SUCCESSORS AND ASSIGNS
The COUNTY and the CONTRACTOR each binds itself and its partners, successors,
executors, administrators and assigns to the other party of this Contract and to the
partners, successors, executors, administrators and assigns of such other party, in
respect to all covenants of this Contract. Except as above, neither the COUNTY nor the
CONTRACTOR shall assign, sublet, convey or transfer its interest in this Contract
without the written consent of the other. Nothing herein shall be construed as creating
any personal liability on the part of any officer or agent of the COUNTY which may be a
party hereto, nor shall it be construed as giving any rights or benefits hereunder to
anyone other than the COUNTY and the CONTRACTOR.
ARTICLE 14 - REMEDIES
This Contract shall be governed by the laws of the State of Florida. Venue for any
litigation involving this contract shall be the Circuit Court in and for Orange County,
Florida. No remedy herein conferred upon any party is intended to be exclusive of any
other remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or at
equity or by statute or otherwise. No single or partial exercise by any party of any right,
power, or remedy hereunder shall preclude any other or further exercise thereof.
ARTICLE 15 - CONFLICT OF INTEREST
The CONTRACTOR represents that it presently has no interest and shall acquire no
interest, either direct or indirect, which would conflict in any manner with the
performance or services required hereunder, as provided for in Florida Statutes
Contract No. Y18-179A / Page 10
112.311. The CONTRACTOR further represents that no person having any interest
shall be employed for said performance.
The CONTRACTOR shall promptly notify the COUNTY in writing by certified mail of all
potential conflicts of interest for any prospective business association, interest or other
circumstance which may influence or appear to influence the CONTRACTOR'S
judgment or quality of services being provided hereunder. Such written notification shall
identify the prospective business association, interest or circumstance, the nature of
work that the CONTRACTOR may undertake and request an opinion of the COUNTY
as to whether the association, interest or circumstance would, in the opinion of the
COUNTY, constitute a conflict of interest if entered into by the CONTRACTOR. The
COUNTY agrees to notify the CONTRACTOR of its opinion by certified mail within thirty
(30) days of receipt of the notification by the CONTRACTOR. If, in the opinion of the
COUNTY, the prospective business association, interest or circumstance would not
constitute a conflict of interest by the CONTRACTOR, the COUNTY shall so state in the
notification and the CONTRACTOR shall, at its option, enter into said association,
interest or circumstance and it shall be deemed not in conflict of interest with respect to
services provided to the COUNTY by the CONTRACTOR under the terms of this
Contract.
ARTICLE 16 - EXCUSABLE DELAYS
The CONTRACTOR shall not be considered in default by reason of any failure in
performance if such failure arises out of causes reasonably beyond the control of the
CONTRACTOR or its sub-Contractors and without their fault or negligence. Such
causes include, but are not limited to: acts of God; natural or public health emergencies;
labor disputes; freight embargoes; and abnormally severe and unusual weather
conditions.
Upon the CONTRACTOR'S request, the COUNTY shall consider the facts and extent of
any failure to perform the work and, if the CONTRACTOR'S failure to perform was
without it or its sub-Contractor's fault or negligence, the Contract Schedule and/or any
other affected provision of this Contract shall be revised accordingly; subject to the
COUNTY'S right to change, terminate, or stop any or all work at any time.
ARTICLE 17 -ARREARS
The CONTRACTOR shall not pledge the COUNTY'S credit or make it a guarantor of
payment or surety for any contract, debt, obligation,judgment, lien, or any form of
indebtedness. The CONTRACTOR further warrants and represents that it has no
obligation or indebtedness that would impair its ability to fulfill the terms of this Contract.
ARTICLE 18 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS
The CONTRACTOR shall deliver to the COUNTY for approval and acceptance, and
before being eligible for final payment or any amounts due, all documents and materials
prepared by and for the COUNTY under this Contract.
All oral and written information not in the public domain or not previously known, and all
information and data obtained, developed or supplied by the COUNTY, or at its
expense, will be kept confidential by the CONTRACTOR and will not be disclosed to
Contract No. Y18-179A / Page 11
any other party, directly or indirectly, without the COUNTY'S prior written consent
unless required by a lawful order. All drawings, maps, sketches, programs, data base,
reports and other data developed, or purchased, under this Contract for or at the
COUNTY'S expense shall be and remain the COUNTY'S property and may be
reproduced at the discretion of the COUNTY.
The COUNTY and the CONTRACTOR shall comply with the provisions of Chapter 119,
Florida Statutes (Public Records Law).
All covenants, agreements, representations and warranties made herein, or otherwise
made in writing by any party pursuant hereto, including but not limited to any
representations made herein relating to disclosure or ownership of documents, shall
survive the execution and delivery of this Contract and the consummation of the
transactions contemplated hereby.
ARTICLE 19 - INDEPENDENT CONTRACTOR RELATIONSHIP
The CONTRACTOR is, and shall be, in the performance of all work services and
activities under this Contract, an Independent Contractor, and not an employee, agent
or servant of the COUNTY. All persons engaged in any of the work or services
performed pursuant to this Contract shall at all times, and in all places, be subject to the
CONTRACTOR'S sole direction, supervision, and control. The CONTRACTOR shall
exercise control over the means and manner in which it and its employees perform the
work, and in all respects the CONTRACTOR'S relationship and the relationship of its
employees to the COUNTY shall be that of an Independent Contractor and not as
employees or agents of the COUNTY.
The CONTRACTOR does not have the power or authority to bind the COUNTY in any
promise, agreement or representation other than as specifically provided for in this
Agreement.
ARTICLE 20 - CONTINGENT FEES
The CONTRACTOR warrants that it has not employed or retrained any company or
person, other than a bona fide employee working solely for the CONTRACTOR to solicit
or secure this Contract 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 any other consideration
contingent upon or resulting from the award or making of this Contract.
ARTICLE 21 -ACCESS AND AUDITS
The CONTRACTOR shall establish and maintain a reasonable accounting system,
which enables ready identification of CONTRACTOR'S cost of goods and use of funds.
Such accounting system shall also include adequate records and documents to justify
all prices for all items invoiced as well as all charges, expenses and costs incurred in
providing the goods for at least five (5) years after completion of this contract. The
COUNTY or its designee shall have access to such books, records, subcontract(s),
financial operations, and documents of the CONTRACTOR or its sub-Contractors as
required to comply with this section for the purpose of inspection or audit anytime during
normal business hours at the CONTRACTOR'S place of business. This right to audit
Contract No. Y18-179A / Page 12
shall include the CONTRACTOR'S sub-Contractors used to procure goods or services
under the contract with the COUNTY. CONTRACTOR shall ensure the COUNTY has
these same rights with sub-Contractor(s) and suppliers.
ARTICLE 22 — EQUAL OPPORTUNITY
It is hereby declared that equal opportunity and nondiscrimination shall be the County's
policy intended to assure equal opportunities to every person, regardless of race,
religion, sex, sexual orientation and gender expression/identity, color, age, disability or
national origin, in securing or holding employment in a field of work or labor for which
the person is qualified, as provided by Section 17-314 of the Orange County Code and
the County Administrative Regulations.
Further, the CONTRACTOR shall abide by the following provisions:
A. The CONTRACTOR shall represent that the CONTRACTOR has adopted and
maintains a policy of nondiscrimination as defined by applicable County
ordinance throughout the term of this contract.
B. The CONTRACTOR shall allow reasonable access to all business and
employment records for the purpose of ascertaining compliance with the non-
discrimination provision of the contract.
C. The provisions of the prime contract shall be incorporate by the CONTRACTOR
into the contracts of any applicable subcontractors.
ARTICLE 23 - ENTIRETY OF CONTRACTUAL AGREEMENT
The COUNTY and the CONTRACTOR agree that this Contract sets forth the entire
agreement between the parties, and that there are no promises or understandings other
than those stated herein. None of the provisions, terms and conditions contained in this
Contract may be added to, deleted, modified, superseded or otherwise altered, except
by written instrument executed by the parties hereto.
ARTICLE 24 - ENFORCEMENT COSTS
If any legal action or other proceeding is brought for the enforcement of this Contract, or
because of an alleged dispute, breach, default or misrepresentation in connection with
any provisions of this Contract, the successful or prevailing party or parties shall be
entitled to recover reasonable attorney's fees, court costs and all expenses (including
taxes) even if not taxable as court costs (including, without limitation, all such fees,
costs and expenses incident to appeals), incurred in that action or proceeding, in
addition to any other relief to which such party or parties may be entitled.
ARTICLE 25 -AUTHORITY TO PRACTICE
The CONTRACTOR hereby represents and warrants that it has and will continue to
maintain all licenses and approvals required to, conduct its business, and that it will at
all times conduct its business activities in a reputable manner. Proof of such licenses
and approvals shall be submitted to the COUNTY upon request.
Contract No. Y18-179A / Page 13
P
ARTICLE 26 - SEVERABILITY
If any term or provision of this Contract, or the application thereof to any person or
circumstances shall, to any extent, be held invalid or unenforceable, the remainder of
this Contract, or the application of such terms or provision, to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected,
and every other term and provision of this Contract shall be deemed valid and
enforceable to the extent permitted by law.
ARTICLE 27 - MODIFICATIONS OF WORK
The COUNTY reserves the right to make changes in the work, including alterations,
reductions therein or additions thereto. Upon receipt by the CONTRACTOR of the
COUNTY'S notification of a contemplated change, the CONTRACTOR shall (1) if
requested by COUNTY, provide an estimate for the increase or decrease in cost due to
the contemplated change, (2) notify the COUNTY of any estimated change in the
completion date, and (3) advise the COUNTY in writing if the contemplated change shall
affect the CONTRACTOR'S ability to meet the completion dates or schedules of this
Contract.
If the COUNTY so instructs in writing, the CONTRACTOR shall suspend work on that
portion of the work affected by a contemplated change, pending the COUNTY'S
• decision to proceed with the change.
If the COUNTY elects to make the change, the COUNTY shall issue a Contract
Amendment or Change Order and the CONTRACTOR shall not commence work on any
such change until such written amendment or change order has been issued and
signed by each of the parties.
ARTICLE 28 —DISPLACED WORKERS
CONTRACTOR has committed to hire zero (0) CareerSource Central Florida
participants residing in the Orlando MSA. Therefore, within five (5) days after contract
award,
CONTRACTOR shall contact the Orange County Business Development Liaison (BDD)
at (407) 836-7317 to assist with meeting this requirement. The BDD Liaison will work
with the CareerSource Central Florida staff and the CONTRACTOR to ensure that the
process is properly adhered until all requirements have been met. CareerSource
Central Florida participants may be employed in any position within the firm but must be
hired on a fulltime basis.
The failure of the CONTRACTOR to comply with these hiring commitments after
contract award shall be grounds for termination of the contract for default.
During performance of the contract, the CONTRACTOR will take appropriate steps to
ensure that individuals hired under this program are retained. However, if it becomes
necessary to replace an employee, the CONTRACTOR shall contact the BDD Liaison.
At its discretion, COUNTY may periodically request submission of certified payrolls to
confirm the employment status of program participants.
Contract No. Y18-179A / Page 14
ARTICLE 29— TERM CONTRACT
This is a term contract for the services specified herein and effective for the specified
periods. The quantities provided are estimates only and are not purchased by this
Contract. Performance shall be accomplished only as authorized by Delivery Orders
issued against the Contract. The County may issue orders requiring performance at
multiple locations or multiple projects.
ARTICLE 30 - REQUIREMENTS CONTRACT
This is an indefinite requirements contract for the goods or services specified in this
RFP. The quantities of services specified herein are estimates only and are not
purchased by this Contract.
Delivery or performance shall be only as authorized by delivery orders in accordance
with the terms and conditions of this contract. The Consultant shall furnish to the
County, when and if ordered, the goods and/or services up to and including the
quantity designated in the schedule as the "Total Estimated Amount". The County
shall order at least the quantity designated as the "Minimum" in paragraph 15 of this
document, during the initial contract performance period. The County may issue
orders requiring delivery or performance at multiple locations.
ARTICLE 31 - CONTRACT CLAIMS
"Claim" as used in this provision means a written demand or written assertion by one of
the contracting parties seeking as a matter of right, the payment of a certain sum of
money, the adjustment or interpretation of contract terms, or other relief arising under or
relating to this contract.
Claims made by a Contractor/Contractor against the County relating to a particular
contract shall be submitted to the Procurement Manager in writing clearly labeled
"Contract Claim" requesting a final decision. The Contractor also shall provide with the
claim a certification as follows: "I certify that the claim is made in good faith; that the
supporting data are accurate and complete to the best of my knowledge and belief; that
the amount requested accurately reflects the contract adjustment for which the
Contractor/Contractor believes the County is liable; and that I am duly authorized to
certify the claim on behalf of the Contractor/Contractor."
Failure to document a claim in this manner shall render the claim null and void.
Moreover, no claim shall be accepted after final payment of the contract.
The decision of the Procurement Manager shall be issued in writing and shall be
furnished to the Contractor/Contractor. The decision shall state the reasons for the
decision reached. The Procurement Manager shall render the final decision within sixty
(60) days after receipt of Contractor's/Contractor's written request for a final decision.
The Procurement Manager's decision shall be final and conclusive.
The Contractor/Contractor shall proceed diligently with performance of this contract
pending final resolution of any request for relief, claim, appeal or action arising under
the contract and shall comply with any final decision rendered by the Manager of
Procurement.
•
Contract No. Y18-179A / Page 15
ARTICLE 32 - TOBACCO FREE CAMPUS
All Orange County operations under the Board of County Commissioners shall be
tobacco free. This policy shall apply to parking lots, parks, break areas and worksites.
It is also applicable to contractors and their personnel during contract performance on
county-owned property. Tobacco is defined as tobacco products including, but not
limited to, cigars, cigarettes, e-cigarettes, pipes, chewing tobacco and snuff. Failure to
abide by this policy may result in civil penalties levied under Chapter 386, Florida
Statutes and/or contract enforcement remedies.
ARTICLE 33 —VERIFICATION OF EMPLOYMENT STATUS
Prior to the employment of any person under this contract, the contractor shall utilize the
U.S. Department of Homeland Security's E-Verify system to verify the employment
eligibility of (a) all persons employed during the contract term by the contractor to
perform employment duties within Florida and (b) all persons, including subcontractors,
assigned by the contractor to perform work pursuant to the contract with Orange
County. Please refer to USCIS.gov for more information on this process.
Only those employees determined eligible to work within the United States shall
be employed under the contract.
Therefore, by submission of a bid or proposal in response to this solicitation, the
contractor confirms that all employees in the above categories will undergo e-
verification before placement on this contract. The contractor further confirms his
commitment to comply with this requirement by completing the E- Verification
certification.
ARTICLE 34 — LAWS AND REGULATIONS
All applicable Federal and State laws, municipal and County ordinances shall apply to
the solicitation and Contract.
ARTICLE 35—ADDENDA
All requirements contained in any addenda to the solicitation for this procurement are
part of and hereby incorporated into this contract.
ARTICLE 36—PRICE ESCALATION (CPI)
The County may allow a price escalation provision within this award.
The original contract prices shall be firm for the entirety of the initial (3 year) contract
period. A price escalation/de-escalation will be considered at the time of contract
renewal and at 1-year intervals thereafter, provided the Contractor notifies the County,
in writing, of the pending price escalation/de-escalation a minimum of sixty (60) days
prior to the contract renewal date. Price adjustments shall be based on the latest
version of the Consumers Price Index (CPI-U) for All Urban Consumers, All Items, U.S.
City Average, non-seasonal, as published by the U.S. Department of Labor, Bureau of
Labor Statistics. This information is available at www.bls.gov.
Contract No. Y18-179A / Page 16
Price adjustment shall be calculated by applying the simple percentage model to the
CPI data. This method is defined as subtracting the base period index value (at the
time of initial award) from the index value at time of calculation (latest version of the CPI
published as of the date of request for price adjustment), divided by the base period
index value to identify percentage of change, then multiplying the percentage of change
by 100 to identify the percentage change. Formula is as follows:
Current Index— Base Index/ Base Index = % of Change
% of Change x 100 = Percentage Change
CPI-U Calculation Example:
CPI for current period 232.945
Less CPI for base period 229.815
Equals index point change 3.130
Divided by base period CPI 229.815
Equals 0.0136
Result multiplied by 100 0.0136 x 100
Equals percent change 1.4%
A price increase may be requested only at each time interval specified above, using the
methodology outlined in this section. To request a price increase, Contractor shall
submit a letter stating the percentage amount of the requested increase and adjusted
price to the Orange County Procurement Division. The letter shall include the complete
calculation utilizing the formula above, and a copy of the CPI-U index table used in the
calculation. The maximum allowable increase shall not exceed 4%, unless authorized
by the Manager, Procurement Division. If approved, the price adjustment shall become
effective on the contract renewal date. All price adjustments must be accepted by the
Manager, Procurement Division and shall be memorialized by written amendment to this
contract. No retroactive contract price adjustments will be allowed.
Should the CPI-U for All Urban Consumers, All Items, U.S City Average, as published
by the U.S. Department of Labor, Bureau of Labor Statistics decrease during the term of
the contract, or any renewals, the Contractor shall notify the Orange County
Procurement Division of price decreases in the method outlined above. If approved, the
price adjustment shall become effective on the contract renewal date. If the Contractor
fails to pass the decrease on to the County, the County reserves the right to place the
Contractor in default, cancel the award, and remove the Contractor from the County
Vendor List for a period of time deemed suitable by the County. In the event of this
occurrence, the County further reserves the right to utilize any options as stated herein.
Contract No. Y18-179A / Page 17
ARTICLE 37 - NOTICE
All notices required in this Contract shall be sent by certified mail, return receipt
requested, and if sent to the COUNTY shall be mailed to:
Procurement Division
400 East South Street
Second Floor
Orlando, Florida 32801
and if sent to the CONTRACTOR shall be mailed to:
Ganesh Jiawon, President
Cost Management, Inc. dba CMI
158 Terra Mango Loop, Suite B
Orlando, Florida 32835
IN WITNESS WHEREOF, the Board of County Commissioners of Orange County,
Florida has made and executed this Contract on behalf of the COUNTY and
CONTRACTOR has hereunto set its hand the day and year above written.
CONTRACTOR: ORANGE COUNTY,
�FLORIDA:
COST MAS/ MG?T /nJc ot'� G,t,�/ la0481102
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Company Name Carrie Woodell, MPA, CFCM, CPPO, C.P.M.,
Procurement Division Manager
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Signature Date
G/ ' s/4
Typed Name
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Title
2 MAY 20/8
Date
Contract No. Y18-179A / Page 18
CONTRACT
Y18 - 179A
EXHIBIT A
SCOPE OF SERVICES
Y18-179A
EXHIBIT A/SCOPE OF SERVICES
ESTIMATING,SCHEDULING AND PROJECT/MANAGEMENT SERVICES FOR THE
ORANGE COUNTY CONVENTION CENTER(OCCC)
The Estimating, Scheduling and Project Management Consultant will assist the Orange
County Convention Center (hereafter called the County) staff on the basis of specific task
authorizations to facilitate & implement County's current and future Capital
Improvement Program (CIP).
These services will consist of Capital Improvement Project(CIP) management services on
an as-needed basis to upgrade, renovate, enhance, expand or otherwise evaluate the
requirements of the County as it relates to its Capital Improvement Program. The
Consultant/Contractor shall assist County staff in managing projects in order to assure
efficient and effective project delivery. Specific services may include but are not limited
to the following:
A. Cost Estimating;
1. Budgetary/conceptual cost estimates for proposed Capital
Improvement Projects(CIP).
2. Budgetary/conceptual cost estimates for planned projects based on
generally established project design concepts.
3. Cost estimates based on preliminary project drawings.
4. Cost estimates based on project design development plans and
specifications.
5. Cost estimates based on final project construction plans,
specifications, preliminary or conceptual design report or
field survey of existing facilities.
6. Cost estimates based on proposed changes to the final project
construction plans and specifications including additions,
deletions or alternative revisions thereto.
Contract Y18-179A/Exhibit A/Page 1
7. Evaluation and recommendations pertaining to proposals
submitted or cost proposals made by contractors, sub-contractors,
equipment and material suppliers, and others pertaining to County
construction projects.
8. Evaluation and recommendations pertaining to contractors'
proposed Schedule of Values for use in establishing contract
partial/progress payment and final payment applications amounts.
9. Evaluation and recommendations pertaining to the dollar amounts
contained in Contractor's applications for partial/progress payment
and final contract payments including the value of stored materials
where applicable.
10. Cost estimates based on an evaluation of alternative or substitute
equipment, materials or systems proposed by contractors on
awarded County construction contracts.
11. Value Engineering: Perform value engineering reviews and
analysis at all stages of programming,design and construction.
12. Comparative cost analysis of requests or claims for changes in
contract compensation involving disputes, County-directed Change
Orders, unforeseen conditions, changes in the work and changes in
the contract time period submitted by contractors on awarded
County construction contracts.
13. In the event of proposed or actual litigation between the County and
contractors on awarded County construction contracts, the
Contractor/Consultant shall develop and provide expert witness
testimony and related support documentation pertaining to
claims for changes in contract compensation involving disputes,
changes in the work and/or changes in the contract time period.
14. Constructability review of capital projects to refine costs and/or
determine project viability
15. Cost estimates pertaining to other County projects as the County
may request.
B. Scheduling/Schedule Evaluation;
1. Budgetary/conceptual schedule estimate for proposed CIPs.
2. Evaluation and recommendations based on construction schedules
prepared and submitted by Contractors on awarded County
construction contracts.
Contract Y18-179A/Exhibit A/Page 2
3. Evaluation and recommendations pertaining to potential changes in
County construction contract time periods and work schedules
involving proposed and/or actual changes in the contracted
construction work.
4. Evaluation and recommendations pertaining to contractor's
requests or claims pertaining to County-directed changes in work
schedules, manpower requirements, and contract time period and
change(s) in contract compensation possibly caused thereby.
5. Evaluation pertaining to the cause, effect, impact and costs
pertaining to unanticipated disruptions, delays or lack of progress
on contracted construction work and recommendations of
alternative means of resolving and/or overcoming such problems.
6. Evaluation and otherwise monitor/critique and provide
recommendations pertaining to Contractors' proposed plan of work,
work schedule, procurement schedule, shop drawing submittal
schedule, subcontracting schedule and the anticipated and actual
progress related thereto.
7. In the event of proposed or actual litigation between the County and
Contractors working on County construction contracts, the
Contractor/Consultant shall develop and provide expert witness
testimony and related support documentation pertaining to claims
for changes in contract time and changes in contract compensation
caused thereby.
8. Other evaluations pertaining to the time periods for construction
contracts,work schedules,work progress,work delays, and related
issues as the County may request.
C. Project Management/Owner's Representative Services
The scope of services to be provided under this section will include complete
project management and construction administration services, subject to the
direction of the County. The scope of services includes but is not limited to the
following tasks and responsibilities, some of which may be provided at
County's request:
• General Project Administration
1. Develop, implement and maintain state-of-the-art project
management information systems.
2. Develop, implement and maintain a computerized document control
system.
Contract Y18-179A/Exhibit A/Page 3
3. Develop implement and maintain an effective management
reporting system.
4. Attend project kickoff and progress meetings.
5. Financial Management. Assist the County in the development of
• effective financial controls, including evaluations of budget,
systems for projecting cash flow, tracking actual and estimated
costs,and regular financial reports and monitoring.
6. Contract Management. Provide assistance in the administration
of project design, construction and service contracts entered into
by the County,including payment procedures.
7. Procurement. Provide assistance in the procurement of the
Owner Purchased/ Provided material & equipment as determined
by the County.
8. Construction Contract. Provide assistance in the development and
finalization of contracts with the selected General Contractors or
Construction Managers.
9. Permitting/Coordination/Compliance. Manage and assume
primary responsibility for the County project review process and
other public review of approval requirements. Assist in the
interface and coordination with utility providers, abutters and
community groups, Orange County agencies and other third
parties. Monitor compliance with environmental and other
regulatory requirements and mitigation commitments. Monitor
compliance with equal employment opportunity, MBE/WBE and
other workforce requirements.
10.Construction QA/QC. Develop requirements for and evaluate
Contractor's quality assurance/quality control program.
• Construction Management Administration
1. Provide document control, including maintenance of project
record documents and change control.
2. Provide continuous monitoring of construction activities.
3. Provide continuous monitoring and analysis of Contractor's
schedule and independently maintain as-built schedule.
Contract Y18-179A/Exhibit A/Page 4
4. Review and evaluate changes made to proposals and provide
recommendations.
5. Establish a procedure for processing of General Contractor's
progress payment applications; review all payment applications
and make recommendations to County for payment.
6. In coordination with the County's project designer, establish
procedures for review of shop drawings, samples and other
submittals,and assist in expediting approval process.
7. Monitor General Contractor's trade contractors QA/QC procedures
and conduct regular quality audits; coordinate services of
independent testing laboratories and inspections.
8. Ensure maintenance of record as-built drawings by the awarded
general contractor.
9. Oversee and monitor compliance with construction
manager's safety program.
• Claims Management. Develop systems for management and avoidance
of claims and disputes, and assist the County in resolution of claims and
disputes.
• Reporting. Develop and implement systems for regular reporting to the
County as to construction progress, quality of the work, potential and
actual claims and disputes,and County action requirements.
• Operations Planning. Assist the County in planning for the operation and
maintenance of the completed facility.
• Project Closeout, In coordination with the project designer and
Contractor, develop and implement procedures for orderly completion of
punch-list items, checkout of utilities, operational systems and equipment
and initial startup and testing, preparation and delivery to the OCCC
warranties, as-built drawings, maintenance manuals and the like, and
generally administer closeout activities of the project.
• Post-Closeout. Assist the County during the shakedown of the completed
facility and transition into full operation, including assisting in the training
and break-in of operations and maintenance staff, assistance with
warranty enforcement and claim resolution, technical advise as a
problems encountered and formal review of operational issues, such as
adequacy of staffing, functional adequacy and performance of building
systems, and recommendations for design or construction corrections or
improvements.
Contract Y18-179A/Exhibit A/Page 5
D. Legal Support Services or Testimony
Provide advise and assistance to Orange County Attorneys' Office or
Utilities Department in support of resolving and/or defending claims made
by construction Contractor's or others against the County, including expert —
witness and legal testimony on matters relating to claims for damages
and/or changes in construction contract compensation and time.
E. Authorization of Services
As individual projects are generated by the County, the County will engage
the Consultant/Contractor to participate in the development of a general
Scope of Services statement.
The statements will provide the basis for the Consultant/Contractor and
the County to mutually develop a more detailed and comprehensive Scope
of Services. On the basis of such Scope of Services and supplemented with a
Consultant/Contractor's Service Performance Schedule, the Consultant/
Contractor shall prepare and submit for the County's consideration a
detailed proposal covering the cost of the Consultant/Contractor's services
and any other related costs involved for each assignment.
Upon (1) agreement as to the Scope of Services, (2) the acceptance of the
Consultant/Contractor's Service Performance Schedule and (3) the
approval by the County of the Consultant/Contractor's proposal and
fee,whether or not modified by negotiation,the Consultant/Contractor will
be authorized to proceed to provide and/or perform the agreed to services
by the County's issuance of a written Delivery Order.
Description of Services by Position Category
The following are position categories as referred to on the Price Proposal Form:
Senior Project Manager - This position acts as a technical expert/leader and
supervisor when the project manager is unavailable. Responsibilities for this position
include, but are not limited to:
1) Quality control/Quality assurance (QA/QC) of all assigned work packages
and sub-packages,
2) Review the developed proposals and schedules for completion of task
assignments that most effectively use available resources,
3) Oversee performance of all estimators and QA/QC construction
documentation to ensure estimates are complete,
Contract Y18-179A/Exhibit A/Page 6
4) Provide technical expertise and leadership with cost estimating and project
management,
5) Supervise all assigned staff , in the absence of the project manager, and
review their reports; check for any discrepancies and correct any reported
deficiencies,
6) QA/QC reports to clients on the progress and any necessary modifications
necessary to complete assigned tasks.
project Manager - Responsibilities for this position include, but are not limited to:
1) Coordination and review of all assigned work packages and sub-packages,
2) Develop cost-effective proposals and schedules for completion of task
assignments that most effectively use available resources,
3) Oversee performance of all estimators and review construction
documentation to ensure estimates are complete,
4) Assure proper administration of work tasks and billing information,
5) Supervise all assigned staff and review their reports, check for any
discrepancies and correct any reported deficiencies,
6) Track and control delivery schedules and associated costs to achieve
completion of assigned work packages and
7) Report to clients on the progress and any necessary modifications necessary
to complete assigned tasks.
Assistant Project Manager - Responsibilities for this position include, but are not
limited to:
1) Assist in coordination and review of all assigned work packages and sub-
packages,
2) Assist in developing cost-effective proposals and schedules for completion
of task assignments that most effectively use available resources,
3) Assist in overseeing performance of all estimators and review construction
documentation to ensure estimates are complete,
4) Assist to assure proper administration of work tasks and billing information,
5) Assist in checking for any discrepancies and correct any reported
deficiencies,
Contract Y18-179A/Exhibit A/Page 7
6) Assist in tracking and controlling delivery schedules and associated costs to
achieve completion of assigned work packages and
7) Assist in reporting to clients on the progress and any necessary
modifications necessary to complete assigned tasks.
Scheduler- Responsibilities include,but are not limited to:
1) Develop scope, schedule,budget and estimate to complete data for assigned
tasks,
2) Lead in the creation of Work Breakdown Structures (WBS) and
development of schedules and budget data (including resource loading) for
those WBS elements,
3) Review all sub- consultant/contractor requests for cost and schedule
impact,
4) Analyze unit rates to the extent that corrective action can be taken to
minimize project impact and the estimate to complete unit rates is
defendable,
5) Assemble and compile schedule and cost data and inputs into the project
control database and provide output to the project team,
6) Advise management of risks that may affect project costs, schedules and
client relations,
7) Support the team in maintaining timely and effective change
management processes,procedures and systems,
8) Advise staff of the cost and schedule impact of proposed changes and
9) T ake the lead in the development and maintenance of any periodic
(daily, weekly, monthly) status reports to the County's authorized
representative keeping them informed on the project progress. These
reports may include labor productivity, schedule status, financial analysis,
Cost Performance Reports (CPR) and earned value curves reports on either
direct or indirect construction activities that are a part of the work.
Cost Estimator-Responsibilities include,but are not limited to:
1) Provide guidance, direction and specialized assistance in the resolution of
difficult and complex estimating problems,
2) Assist project managers in the preparation of 20 schedules for task
deliverables,
Contract Y18-179A/Exhibit A/Page 8
3) Prepare material and quantity takeoffs on the most complex projects,
drawings and plans,
4) Review takeoffs provided by other sources for mathematical and technical
accuracy,
5) Prepare detailed breakdown of components and elements of estimates for
systems and subsystems,
6) Review contractual documents and contract modifications to determine
scope of work and scope of changes,
7) Prepare and summarize task and subtasks estimates including rate and unit
costs determination and performing mathematical calculations by applying
standard factors,
8) A ssign material costs and staffing costs to the takeoffs,
9) Accumulate, evaluate and document historical cost data and construction
procedures and methods in order to maintain current estimating standards
and databases,
10) Provide training and guidance to assigned personnel in the preparation,
revision and production of cost estimates,
11) Review work of subordinate personnel for quality,clarity and application,
12) Participate in presentations as required and
13) Perform other responsibilities associated with this position as may be
appropriate.
Technical Support Person- Responsibilities include,but are not limited to:
1) Project Management/Administration as contained herein
2) Review and evaluation of available project documentation in addition to
establishing and maintaining communication with stakeholders,
3) Answer any question regarding the progress on assigned tasks,
4) Attend site meeting to ensure proper understanding of work packages and
deliverables,
5) Monitor and report task activities and provide support to other staff in the
completion of their work,
Contract Y18-179A/Exhibit A/Page 9
6) Comply and coordinate task deliverables among sub-
consultant/contractors,
7) Prepare final reports and presentation documentation for stakeholders and
8) Provide technical support in all phases of subcontract formation, project
execution, testing/inspection, submittals, change notices, evaluation and
coordination of sub-contractors payment and closeout of work scope.
Administrative Support-Responsibilities include,but are not limited to:
1) Provide filing, fax support, call management, personnel schedule
management, word processing and other specialized software to office
staff (extensive software skills may be necessary as required by
assigned tasks and may include internet research abilities and strong
communication skills),
2) Priorities include relief management of administrative details, coordinate
work flow, update and complete delegated tasks to ensure progress to
deadlines,
3) Maintain procedures to ensure consistent performance of routines,
4) Compose correspondence and reports for staff members,
5) Arrange essential mail communication,
6) Check deadlines on incoming requests,
7) Process replies to sub-consultant/contractors as necessary and
8) Research and drafts reports for office staff.
Contract Y18-179A/Exhibit A/Page 10
EXHIBIT"C"
ORANGE COUNTY TRAVEL AND SUBSISTENCE POLICY AND ALLOWANCES
1. Reimbursement for air fare shall be based on coach rates. First class rates will
only be approved if the County required an expeditious action and coach rates
were unavailable.
2. Maximum mileage allowance will be 44.5 cents per mile. Local mileage not
allowed.
3. Car rental reimbursement shall be for compact cars, up to two occupants, and
intermediate cars for over two occupants. The CONSULTANT shall attempt to
obtain the lowest rates available.
4. Reimbursement for lodging shall be $80.00 per diem or the actual expenses for
lodging at a single room rate at a"non-resort"type hotel located in the vicinity of
the COUNTY'S administrative offices.
5. Meals shall be reimbursed as follows:
A. Breakfast $ 6.00
B. Lunch $11.00
C. Dinner $19.00
Reimbursement for meals shall not apply to local employees of the
CONSULTANT.
6. Other necessary identifiable travel expenses such as tolls,parking,taxis,etc.,shall
also be reimbursed.
All of the above expenses shall be supported by a source document, such as a receipt or
invoice, with the employee's name, project name, and brief explanation. These should
be reconciled to the monthly invoice.
NOTE: THE COST OR EXPENSE FOR MEALS, VEHICLE MILEAGE,
TOLLS, PARKING OR TAXIS, IF INCURRED WITHIN ORANGE
COUNTY,SHALL NOT BE ELIGIBLE FOR REIMBURSEMENT.
REV:9/06
Client#: 1050799 COSTMAN
ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/UD/YYYY)
5/15/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME:
USI Insurance Services, LLC, PHONE 813 321-7500 I FAX i, 813 321-7525
1715 N.Westshore Blvd.Suite 700 E-MAa'Ext): (Arc'No
Tampa, FL 33607 ADDRESS:
INSURER(S)AFFORDING COVERAGE NAILS
_ INSURER A;Phoenix nexeonso Company —�----—25623
INSURED INSURER B:T,,vaf•n Ina•mnity Company 25658
Cost Management,Inc.d/b/a CMI
158 Terra Mango Loop INSURERC:ExwuawRisk Indemnity Inc 35181
INSURER D:
Suite B -
Orlando,FL 32835 INSURERE:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT 10 WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO Al.I. THE. TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TR TYPE OF INSURANCE IIN$R �p POLICY NUMBER POLICY EFF POLICY EXP LIMITS
( /YY1'Y) (MMroomYY)
A X COMMERCIAL GENERAL LIABILITY X X 6802H90967A 09/30/2017 09/30/2018 pEAACCHH�OECCCJJR�RENCE $1,000,000
CLAIMS-MADE L'J OCCUR PREMISES(EsENcvrtonco) $1,000,000
MED EXP(My one person) $'10000
PERSONAL BADV INJURY 51,000,000
GENIAGGREGATE UMITAPPLIES PER: GENERAL AGGREGATE $2,000,000
POLICY X JECT LOC PRODUCTS-COMP/OP AGO 52,000,000
OTHER: $
B AUTOMOBILE UABILITY X X BA9667N440 09/30/2017 09/30/2018 211BINOeDt)INGLE LIMB 1'000'000
X ANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED BODILY INJURY Per accident) $
AUTOS AUTOS ( )
X NED PROPERTY DAMAGE
HIRED AUTOS X AUTOSNONOW (Poraccidont) $ _
XDrive Oth Car $
B x UMBRELLA UAB X OCCUR X CUP3332T861 09/30/2017 09/30/201(LEACH OCCURRENCE $4,009,000
EXCESS LIAR CLAIMS-MADE AGGREGATE $4,000,000
DED X RETENTION$10000 $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY Y/N STATUTE ER
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $
If yes,descxibe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
C Professional 82258691 09/30/2017 09/30/2018 $3,000,000 per claim
Liability $3,000,000 annl aggr.
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required)
RE:Contract#Y18-179A.
The General Liability policy includes an automatic Additional Insured endorsement that provides Additional
Insured status to the Certificate Holder,only when there is a written contract that requires such status,
and only with regard to work performed on behalf of the named insured.The General Liability policy
includes a Waiver of Subrogation endorsement in favor of the Certificate Holder as referenced above.
(See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION
Orange County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
c/o Procurement Division ACCORDANCE WITH THE POLICY PROVISIONS.
400 E.South Street,2nd Floor
Orlando, FL 32801 AUTHORIZED REPRESENTATIVE
i OLS /h IpL. �•--�
©1988-2014 ACORD CORPORATION.All rights reserved.
ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD
#S23099206/M21345523 VTYZP
tr
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGiS THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
(ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
1. The following is added to SECTION II—WHO IS h. This insurance does not apply to "bodily
AN INSURED: injury" or"property damage" caused by"your
Any person or organization that you agree in a work° and included in the "products-
"written contract requiring insurance"to include as completed operations hazard" unless the
an additional insured on this Coverage Part,but: "written contract requiring insurance"
specifically requires you to provide such
a. Only with respect to liability for "bodily injury", coverage for that additional insured, and then
"property damage"or"personal injury";and the insurance provided to the additional
b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or
damage is caused by acts or omissions of "property damage"that occurs before the end
you or your subcontractor in the performance of the period of time for which the "written
of "your work" to which the "written contract contract requiring insurance" requires you to
requiring insurance" applies, or in connection provide such coverage or the end of the
with premises owned by or rented to you. policy period,whichever is earlier.
The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of
additional insured: SECTION IV — COMMERCIAL GENERAL
c. With respect to the independent acts or UABIUTY CONDITIONS:
omissions of such person or organization;or The insurance provided to the additional insured
d. For "bodily injury", "property damage" or is excess over any valid and collectible other
"personal injuryfor which such person or insurance,whether primary, excess,contingent or
organization has assumed liability in a on any other basis, that is available to the
additional insured for a loss we cover. However,if
contract or agreement. you specifically agree in the "written contract
The insurance provided to such additional insured requiring insurance" that this insurance provided
is limited as follows: to the additional insured under this Coverage Part
e. This insurance does not apply on any basis to must apply on a primary basis or a primary and
any person or organization for which non-contributory basis, this insurance is primary
coverage as an additional insured specifically to other insurance available to the additional
added banother insendorured nt to this insured which covers that person or organizations
isCoverage Part, as a named insured for such loss,and we will not
share with the other insurance, provided that:
f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for
rendering of or failure to render any which coverage is sought occurs;and
"professional services".
g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is
Coverage Part shown in the Declarations sought arises out of an offense committed;
exceed the limits of liability required by the after you have signed that "written contract
"written contract requiring insurance", the requiring insurance". But this insurance provided
insurance provided to the additional insured to the additional insured still is excess over valid
• shall be limited to the limits of liability required and collectible other insurance, whether primary,
by that"written contract requiring insurance". excess,contingent or on any other basis, that is
This endorsement does not increase the available to the additional insured when that
limits of insurance described in Section III — person or organization is an additional insured
Limits Of insurance. under any other insurance.
CG D3 81 09 15 02015 The Travelers Indemnity Company.A9 rights reserved. Page 1 of 2
Includes the copyrighted material of Insurance Services Me,Inc..with as permission
COMMERCIAL GENERAL LIABILITY
3. The following is added to Pakagraph 8., Transfer 4. The following definition is added to the
Of Rights Of Recovery Against Others To Us, DEFINITIONS Section:
of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance" means that
LIABILITY CONDITIONS: part of any written contract under which you are
We waive any right of recovery we may have required to Include a person or organization as an
against any person or organization because of additional insured on this Coverage Part,
payments we make for "bodily injury", "property provided that the "bodily injury" and "property
damage"or "personal injury" arising out of "your damage occurs and the
work" performed by you, or on your behalf, done g "personal injury" is
caused by an offense committed:
under a"written contract requiring insurance"with
that person or organization. We waive this right a. After you have signed that written contract:
only where you have agreed to do so as part of b. While that part of the written contract is in
the "written contract requiring insurance" with effect:and
such person or organization signed by you
before, and in effect when, the "bodily injury" or c. Before the end of the policy period.
"property damage"occurs,or the"personal injury"
offense is committed.
Page 2 of 2 ®2015 The Travelers Indemnity Company.Ail fights reserved. CG D3 81 09 15
Includes rhe copyrighted material of Insurance Services Office,Inc,with Its permission
A CORO CERTIFICATE OF LIABILITY INSURANCE DATE
05/15/1 )
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be
endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A
statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).
PRODUCER CONTACT
Aon Risk Services,Inc of nonce NAME: Aon Risk Services,Inc of Florida
1001 Brickal)Bay Drive,Suite#1100 PHONE FAX
Miami,FL 33131-4937 (A1C No,Ext):800-743-8130 (A/C,No):800-522-7514
EMAIL
ADDRESS: ADP.COI.Contor@Aon.com
INSURERS)AFFORDING COVERAGE NAIC#
INSURER A: Illinois National Insurance Co 23817
INSURED
ADP TotalSource CO XXI,Inc. INSURER B
10200 Sunset Drive INSURER C:
Miami,FL 33173
ALTERNATE EMPLOYER INSURER D
Cost Management Inc
158 Terra Mango Loop Suite B INSURER E
Orlando,FL 32835 INSURER F:
COVERAGES CERTIFICATE NUMBER: 1898181 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED.
INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS
LTR INSR WVD -(MM/DD/YYYYL_(MM/BD/YYYYL
•
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S
DAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES(Ea occurrence) S _
MED EXP(Any one parson) S
PERSONAL 8 ADV INJURY S
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S
POLICY n PROJECT LOC PRODUCTS-COMP/OP AGG $
OTHER S
AUTOMOBILE LIABILITY COMBINED SINGLE LIfaI7
{Ee aa)cent) S
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED
— AUTOS ONLY AUTOS BODILY INJURY(Per accident) $
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY
(Per accident) S
E
UMBRELLA LIAB _OCCUR EACH OCCURRENCE S _
EXCESS LIAB CLAIMS-MADE AGGREGATE S
DEC RETENTION$
WORKERS COMPENSATION X PER OTH-
A AND EMPLOYERS'LIABILITY Y/N WC 026160313 FL 07/01/17 07/01/18 STATUTE ER
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED? N N/A X E.L.EACH ACCIDENT S 2,000,000
(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000
If yea,deame anew
DESCHIPI ION OF OPERA-IONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached It more space Is required)
Al worksite employees working for COST MANAGEMENT INC.paid under ADP TOTALSOURCE,INC's payroll,are covered under the above stated policy. COST MANAGEMENT INC is an alternate
employer under this policy.
See attached Certificate Holder Cancellation Notice.
Proprietor/Partner/Executive Officer/Member are not excluded as long as they are in the ADPTS payrol or have completed the SEI Participation Addendum
WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER AS RESPECTS OF JOB PERFORMED BY COST MANAGEMENT INC AS REQUIRED BY WRITTEN CONTRACT.
Re:convect 5Y18-179A
CERTIFICATE HOLDER CANCELLATION
Orange County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
C/OProcurememtDivision THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
400 E.South Street,2nd Floor ACCORDANCE WITH THE POLICY PROVISIONS.
Orlando.FL 32801
AUTHORIZED REPRESENTATIVE
©1988-2015 ACORD CORPORATION.All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
ACCP om CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
kr.....---'-'
..� 05/24/18
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be
endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A
statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Aon Risk Services,Inc of Florida NAME: Aon Risk Services,Inc of Florida
1001 Bnckell Bay Drive.Sade#1100 PHONE - FAX •
Mram,FL 33131-4937 ((A/C No,Ext):800-743-8130 (A1C,No):800-522-7514
EMAIL — —
ADDRESS: ADP.COi.CentercAon.com
INSURER(S)AFFORDING COVERAGE NAIC 8
_ INSURER A:Illinois National Insurance Co 23817
INSURED
ADP TotalSource CO XXL Inc. INSURER B
10200 Sunset Drive INSURER C:
Miami,FL 33173
-
ALTERNATE EMPLOYER INSURER D:
Cost Management Inc -
158 Terra Mango Loop Suite II INSURER E
Orlando,FL 32835 INSURER F:
COVERAGES CERTIFICATE NUMBER: 1896181 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED.
INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP
LTR INSR VD (MMIDD/YYYY) (MM/DD/YYYY) LIMITS
W
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE a $
CLAIMS-MADE OCCUR DAMAGE TO RENTED
PREMISES(Ea occurrence) S
MEC EXP(Any one person) $
PERSONAL 8 ADV INJURY $
GEN.AGGREGATE LIMIT APPLIES PER —
GENERAL AGGREGATE $
I (�
POLICY I I PROJECT [LOC
PRODUCTS•COMP/OP AGG $
OTHER —
$
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
;Ea accident) . $
ANY AUTO OOD'LY INJURY(Per person) S
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY(Per accident) $
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident) S
S ,
UMBRELLA LIAB OCCUR
EACH OCCURRENCE _ $
EXCESS LIAB CLAIMS-MADE AGGREGATE _ $
DEC RETENTION$
WORKERS COMPENSATION X PER 0TH-
A AND EMPLOYERS'LIABILITY YIN WC 026160313 Fl. 07/01/17 07/01/18 STATUTE ER
ANY PROPR'ETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED? N N/A X E.L.EACH ACCIDENT 1 2,000,000
(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE t 2,000.000
II me,desulba order
DESCRIPTION OF OPERATIONS below
__ E.L DISEASE•POLICY LIMIT $ 2,000,000
DESCRIPTION OF OPERATIONS 1 LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required)
All wcrksde emp:cyees working for COST MANAGEMENT INC,paid under ADP TOTALSOURCE,INC's payroll,are covered under the above Mated policy. COST MANAGEMENT INC is an alternate
employer under this policy.
See attached Certificate Holder Cancellation Not ce.
Proprietor/Penner/Executive Officer/Member are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum
WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER AS RESPECTS OF JOB PERFORMED BY COST MANAGEMENT INC AS REQUIRED BY WRITTEN CONTRAC'.
Re.contract#Y18.179A
CERTIFICATE HOLDER CANCELLATION
Orange County Board of County CommissionersSHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
C/OProcurememlDivision THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
400 E.South Street,2nd Floor ACCORDANCE WITH THE POLICY PROVISIONS.
Orlando.FL 32831
AUTHORIZED REPRESENTATIVE
( J 13 ^
©1988-2015 ACORD CORPORATION.All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
WORKERS' COMPENSATION AND EMPCOYBRS' LIABILITY INSURANCE POLICY
WC 00 03 13
•
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a
different date is indicated below.
(The following"attaching clause'need be completed only when this endorsement is issued subsequent to preparation of the policy.)
This endorsement, effective on 05/24/2018 at 12:01 A.M. standard time, forms a part of Policy No. WC
026160313 of the Illinois National Insurance Co
Issued to: ADP TotalSource CO XXI, Inc. (PEO Company)
10200 Sunset Drive
Miami, FL 33173
Cost Management Inc(Client of PEO Company)
158 Terra Mango Loop Suite B
Orlando, FL 32835
Premium (if any) $ Included
Authorized Representative
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.*
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
In favor of:
ORANGE COUNTY BOARD OF COUNTY COMMISSIONERS
C/O PROCUREMEMT DIVISION
400 E.SOUTH STREET,2ND FLOOR
ORLANDO, FL 32801
POLICY HOLDER NOTICE
CERTIFICATE HOLDER CANCELLATION NOTICE SCHEDULE
Should this policy be cancelled before the expiration date hereof,the producer will
endeavor to mail 30 days written notice to the certificate holder named herein, but
failure to do so shall impose no obligation or liability of any kind upon the insurer,
the producer,or the respective agents or representatives of each.
SCHEDULE:
CERTIFICATE HOLDERS AS IDENTIFIED ON THE MOST RECENT QUARTERLY
SCHEDULE OF CERTIFICATE HOLDERS PROVIDED BY THE INSURED'S BROKER OF
RECORD TO THE INSURER.
EXHIBIT B
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