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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. 1 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c) CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. 3. Upon mutual Agreement of the parties,this Agreement may be renewed for 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. 2 ARTICLE VII— INSURANCE AND INDEMNIFICATION RIDER 1. Worker's Compensation Insurance - The CONTRACTOR shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 2. CONTRACTOR's Public Liability and Property Damage Insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows: (a) CONTRACTOR's Comprehensive General, $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. 3 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 4 ARTICLE IX—MISCELLANEOUS 1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 2. Waiver. The waiver by city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 3. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision,or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 4. Amendment. Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 5. Entire Agreement. This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 6. Assignment. Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 7. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 8. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9. Public Records. Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: 5 (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352)241-7331. ARTICLE X—AGREEMENT DOCUMENTS The Agreement Documents,as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 2. Purchase Order/Notice to Proceed 3. All documents contained in the 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 L� l,c%!1 X Company Name Carrie Woodell, MPA, CFCM, CPPO, C.P.M., Procurement Division Manager otas-viik Signature Date G/ ' s/4 Typed Name pecs<oaor 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 , . . \ ƒ > \ \ / > = / / /\ / ƒ c / E 5. 0 / / / a CD o0 @ 2 \ / / 7@ & 5 $ a § / 0 [ _ / § J k / / 7 \ \ K _E $ \ » o -o < § « ® / \ - A. ) \ ° , \ \ � m e , / 3. / / � ` ° 5 , m = o 5- f 3 5' CO ® Cu § 0¥ EA + e y e # r / D. _ a g ƒ O m a CD - I & ( / > I- \ Co - 0 ± - - 2 g a m S o 6 w o 6 6 0 a § 2 a o 0 0 0 0 0 0 f o = \ f � 11 0 x x x x x x x / /\ m ® 0m a cn ZD-.. > > m 2 a ® - a o ƒ & 2 ) 7 xi I % r > w 2 ( w w / » o = ] m = a m \ e " w q ® \ / " c = e # O q ■ = m m SEE mo_ ] 0 cn g p- 0 = comw . ® ] > > H n i , u , i / to 3 03 / § a - m % m \ D§ 6/4 + + 0) # kr) -co rn / = 03 -- 0 D NJ a I / / 0 / Z / CO / / \ E / S § i 0 / -CO 0 § \ \ } \ / ® CD / 2 \ o 0 'co 0 0 0 0 0. ` / C -. ? 0 \ k -. E 0 � = $ > > x x x x x x x x 5co } = r Co w u u CO CO w D CA « -< « 4 4 4 « « // o G S $ CD S E E 2 = - 2 (7) Q; ii3 a d Q ; m o o m = - / { . \ + m e # # m e + e C O . $ 2 � � m E » & ° ® ® ° ) / / - / \ -4 - ƒ o § I. C7 a \ % q ƒ -co / k -Co k m . 2 0 Ni 0 0 o o 0 o o \ \/