Loading...
HomeMy WebLinkAbout2022 02 14 Consent 300 - Well Pump Repair and Maintenance Services Contract Rider, Contract Award • CONSENT AGENDA ITEM 300 ,n m=ared CITY COMMISSION AGENDA I FEBRUARY 14, 2022 REGULAR MEETING 1959 TITLE Well Pump repair and Maintenance Services Contract Rider, Contract Award SUMMARY The City utility operates three (3) well fields and eight (8) well pumps to supply ground water for treatment and conveyance. Maintaining these well fields requires periodic equipment evaluation, removal, maintenance, repair and replacement as well as static and dynamic well surveys, aquifer/pumping tests and water quality evaluations. In addition, field service is needed periodically for larger or difficult to handle equipment. The scope of work is dependent on the type of motor and pump. Seminole County, FL has a contract, awarded under RFP-3864-21/TAD to Connect Consulting Inc. outlines categories for different types of equipment and services representative of the well field. This contract will be utilized on an as needed basis, with each task order issued not to exceed $150,000. The City of Winter Springs staff evaluated the Seminole County, FL contract and determined that the contracts were advertised properly and the services are substantially similar in nature to the services required by the City of Winter Springs utility system. The vendor has signed contract riders allowing the City of Winter Springs to utilize the Seminole County, FL contracts and accepted the City of Winter Springs requirements. RECOMMENDATION Staff recommends the City Commission approve the contract rider to Connect Consulting Inc. Additionally, authorization for the City Manager and City Attorney is requested to prepare and execute any and all applicable contract documents consistent with this Agenda item. 38 HYDROGEOLOGICAL AND WELL SERVICES AGREEMENT (RFP-3864-21/TAD) THIS AGREEMENT is dated as of the 19th day of November 2021 , by and between CONNECT CONSULTING, INC., duly authorized to conduct business in the State of Florida, whose principal address is 1210 Emmel Road, Lake Helen, Florida 32744, in this Agreement referred to as "CONSULTANT", and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida,whose address is Seminole County Services Building, 1101 E. 1S` Street, Sanford, Florida 32771, in this Agreement referred to as"COUNTY". WITNESSETH: WHEREAS, COUNTY desires to retain the services of a competent and qualified consultant to provide hydrogeological and well services to Seminole County; and WHEREAS,COUNTY has requested and.received expressions of interest for.the retention of services of consultants; and A I A WHEREAS, CONSULTANT is competent, qualified, and desires to provide those services according to the terms and conditions stated in this Agreement, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth in this Agreement, COUNTY and CONSULTANT agree as follows: Section 1. Services. (a) COUNTY hereby retains CONSULTANT to provide professional services and perform those tasks as further described in the Scope of Services attached as Exhibit A and made a part of this Agreement. Required services will be specifically enumerated, described, and depicted in the Work Orders authorizing performance of the specific project, task, or study. CONSULTANT is also bound by all requirements as contained in the solicitation package, all addenda to this package, and CONSULTANT's submission in response to this solicitation. This Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 1 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 7A> ° Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Com troller s P eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florida 39 eCertified Id: 6FAF-04K2-E6C4 Page 1 of 45 Agreement standing alone does not authorize the performance of any work or require COUNTY to place any orders for work. (b) CONSULTANT may utilize labor categories that are not included in the fee proposal for each Work Order, but that have been approved in the Master Agreement. If a substitution is necessary, the work must be completed within the approved Time Basis (Not-To- Exceed or Limitation of Funds)Work Order amount, and in no event may the Work Order amount be modified as a result of any changes in labor categories. CONSULTANT shall submit a written request to the COUNTY's Project Manager for approval of any substitution prior to the utilization of any labor category for service.The approval of COUNTY's Project Manager of any substitution must take place prior to submission of the invoice. Any approved labor category substitution must be based on the prevailing labor categories and their associated hourly rates established in the Master Agreement that are in effect on the date of COUNTY's approval for any substitution. Section 2. Term. This Agreement t ke :effect on the date of its execution by COUNTY and continues for a period of three(3)years and,at the sole option of COUNTY,may be renewed for three (3) successive periods not to exceed one (1) year each. Expiration of the term of this Agreement will have no effect upon Work Orders issued pursuant to this Agreement and prior to the expiration date. Obligations of both parties under such Work Orders will remain in effect until completion of the work authorized by the respective Work Order. Section 3. Authorization for Services. Authorization for performance of professional 1 services by CONSULTANT under this Agreement must be in the form of written Work Orders issued and executed by COUNTY and signed by CONSULTANT. A sample Work Order is attached as Exhibit B. Each Work Order must describe the services required, state the dates for commencement and completion of work, and establish the amount and method of payment. The Work Orders will be issued under and will incorporate the terms of this Agreement. COUNTY Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 2 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 40 eCertified Id: 6FAF-04K2-E6C4 Page 2 of 45 makes no covenant or promise as to the number of available projects or that CONSULTANT will perform any project for COUNTY during the term of this Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by COUNTY to be in the best interest of COUNTY to do so. Section 4. Time for Completion. The services to be rendered by CONSULTANT must be commenced as specified in such Work Orders as may be issued under this Agreement and must be completed within the time specified in the respective Work Order. Section 5. Compensation. COUNTY shall compensate CONSULTANT for the professional services provided for under this Agreement on either a "Fixed Fee" basis or on a "Time Basis Method". The CONSULTANT will be compensated in accordance with the rate schedule attached as Exhibit C. Section 6. Reimbursable Expenses M (a) If a Work Order is issued on a Fixed Fee or Time Basis Method,then reimbursable expenses are in addition to the hourly rates. Reimbursable expenses are subject to the applicable "Fixed Fee," `Not-to-Exceed," or "Limitation of Funds" amount set forth in the Work Order. Reimbursable expenses may include actual expenditures made by CONSULTANT,its employees, or its professional associates in the interest of the Project for the expenses listed in the following paragraphs: (1) COUNTY shall reimburse CONSULTANT for the following costs: travel expenses in connection with the Project based on Sections 112.061(7)and(8),Florida Statutes,or its successor and subject to the limitation listed below; long distance calls and telegrams;and fees paid for securing approval of authorities having jurisdiction over the Project. COUNTY is not obligated to reimburse CONSULTANT for the costs of meals, travel, vehicle mileage, tolls, and Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 3 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 41 eCertified Id: 6FAF-04K2-E6C4 Page 3 of 45 i parking for the local employees of CONSULTANT, that is, employees located within fifty(50) miles of the job site. A. Reimbursement for mileage must be at the rate allowable by the federal Internal Revenue Service. Reimbursement for local mileage,defined as within a fifty(50) mile radius of the job site,is not allowed. B. Car rental reimbursement is limited to compact cars for up to two (2)occupants and intermediate cars for more than two(2)occupants. C. Reimbursement for lodging must be at $100.00 or the actual expenses for lodging at a"non-resort"-type hotel located in Seminole County,Florida. D. Meals must not exceed: 1. Breakfast: $6.00 without receipts $10.00 w,ith,receipts; 2. Lunch: $11.00 without receipts $13.00 with receipts; 3. Dinner: $19.00 without receipts $27.00 with receipts. E. Reimbursement for airfare must be based on coach rates. (2) Reimbursement for the expense of reproduction,postage, and handling of drawings and specifications are authorized at actual cost only. (3) If authorized in writing in advance by COUNTY,COUNTY shall reimburse the cost of other expenditures made by CONSULTANT in the interest of the Project. (b) Any reimbursable expenses under this Agreement must be supported by a source document such as a receipt or invoice with the employee's name, project name, and brief explanation of the expense. All reimbursable expenses must be itemized on the invoices. Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 4 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 7A> ° Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller 5 eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florida 42 eCertified Id: 6FAF-04K2-E6C4 Page 4 of 45 (c) All reimbursable expenses must be allowable, allocable to the contract, and reasonable, all as solely determined by COUNTY. Section 7. Payment and Billing. (a) If the Scope of Services required to be performed by a Work Order is clearly defined, the Work Order will be issued on a Fixed Fee Basis. CONSULTANT shall perform all work required by the Work Order, but in no event may CONSULTANT be paid more than the negotiated Fixed Fee amount stated in the Work Order. (b) If the Scope of Services is not clearly defined,the Work Order may be issued on a Time Basis Method and contain a Not-to-Exceed amount. If a Not-to-Exceed amount is provided, CONSULTANT shall perform all work required by the Work Order, but in no event may CONSULTANT be paid more than the Not-to-Exceed amount specified in the applicable Work Order. c If the Scope of Services is notXlearlydefined the Work Order ma be issued on aO P Y I Time Basis Method and contain a Limitation of Funds amount. CONSULTANT is not authorized to exceed that amount without the prior written approval of COUNTY. This approval,if provided by COUNTY, must indicate a new Limitation of Funds amount. CONSULTANT shall advise COUNTY whenever CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent(80%)of the Limitation of Funds amount. (d) For Work Orders issued on a Fixed Fee Basis, CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed,but in no event may the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. COUNTY shall pay CONSULTANT ninety-five percent(95%)of the approved amount on Work Orders that are One Hundred Thousand and No/100 Dollars ($100,000.00) and over in value issued on a Fixed Fee Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 5 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 43 eCertified Id: 6FAF-04K2-E6C4 Page 5 of 45 Basis. COUNTY shall pay CONSULTANT one hundred percent(100%)of the approved amount on Work Orders under One Hundred Thousand and No/100 Dollars($100,000.00)in value issued on a Fixed Fee Basis. (e) For Work Orders issued on a Time Basis Method with a Not-to-Exceed amount, CONSULTANT may invoice the amount due for actual work hours performed, but in no event may the invoice amount exceed a percentage of the Not-to-Exceed amount equal to a percentage of the total services actually completed. COUNTY shall pay CONSULTANT ninety-five percent (95%) of the approved amount on Work Orders that are One Hundred Thousand and No/100 Dollars ($100,000.00) and over in value issued on a Time Basis Method with a Not-to-Exceed amount. COUNTY shall pay CONSULTANT one hundred percent (100%) of the approved amount on Work Orders under One Hundred Thousand and No/100 Dollars($100,000.00)in value issued on a Time Basis Method with a Not-to-Exceed amount. (f) Each Work Order that is One HiLM­Thousand and NoA 00 Dollars($100,000.00) and over in value issued on a Fixed Fee Basis or Time Basis Method with a Not-to-Exceed amount must be treated separately for retainage purposes. If COUNTY determines that work is substantially complete and the amount retained is considered to be in excess, COUNTY may release the retainage or any portion of it at COUNTY's sole and absolute discretion. (g) For Work Orders issued on a Time Basis Method with a Limitation of Funds amount, CONSULTANT may invoice the amount due for services actually performed and completed. COUNTY shall pay CONSULTANT one hundred percent (100%) of the approved amount on Work Orders issued on a Time Basis Method with a Limitation of Funds amount. (h) Submittal instructions for invoices are as follows: (1) The original invoice must be emailed to: I AP@SeminoleClerk.org Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 6 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 44 eCertified Id: 6FAF-04K2-E6C4 Page 6 of 45 (2) The original invoice may also be mailed or delivered to: Director of County Comptroller's Office Seminole County Board of County Commissioners P.O. Box 8080 Sanford,FL 32772-8080 (3) A copy of the invoice must be sent to: Seminole County Utilities Engineering Division 500 W. Lake Mary Boulevard Sanford,FL 32773 (i) Upon review and approval of CONSULTANT's invoice, COUNTY shall pay CONSULTANT the approved amount in accordance with the terms as set forth in Chapter 218, Part VII,Florida Statutes. Section 8. General Terms of Payment and Billing. (a) Upon satisfactory completion of work required under this Agreement and upon acceptance of the work by COUNTY,CONSULTANT may invoice COUNTY for the full amount of compensation provided for under the terms`ofi liis Agreement and less any amount already paid by COUNTY. COUNTY shall pay CONSULTANT within thirty(30)days of receipt of a proper invoice. (b) COUNTY may perform or have performed an audit of the records of CONSULTANT at any time during the term of this Agreement and after final payment to support final payment under this Agreement. Audits may be performed at a time mutually agreeable to CONSULTANT and COUNTY. Total compensation to CONSULTANT may be determined subsequent to an audit as provided for in this Section and the total compensation so determined will be used to calculate final payment to CONSULTANT. Performance of this audit will not delay final payment as provided by subsection(a)of this Section. (c) In addition to the above, if federal funds are used for any work under the Agreement, the Department of Housing and Urban Development, the Comptroller General of the Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 7 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 45 eCertified Id: 6FAF-04K2-E6C4 Page 7 of 45 United States, or any of their duly authorized representatives must have access to any books, documents, papers, and records of CONSULTANT that are directly pertinent to work performed under this Agreement for purposes of making audit, examination, excerpts,and transcriptions. (d) CONSULTANT shall maintain all books, documents, papers, accounting records, and other evidence pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement. CONSULTANT shall make such materials available at CONSULTANT's office at all reasonable times during the term of this Agreement and for five (5) years from the date of final payment under this Agreement for audit or inspection as provided for in subsections (b)and(c)of this Section. (e) In the event any audit or inspection conducted after final payment, but within the period provided in paragraph(d)of this Section,reveals any overpayment by COUNTY under the terms of the Agreement, CONSULTANT shalh.refund such overpayment to COUNTY within thirty(30)days of notice by COUNTY. AIA Section 9. Respdnsibilities of CONSULTANT. (a) CONSULTANT is responsible for the professional quality, technical accuracy, competence,methodology, accuracy,and the coordination of all of the following,which are listed for illustration purposes and not as a limitation: documents, analysis, reports, data,plans, plats, maps, surveys, specifications, and any and all other services of whatever type or nature provided by CONSULTANT under this Agreement. CONSULTANT shall correct or revise, without additional compensation, any errors or deficiencies in CONSULTANT's pians, analysis, data, reports,designs,drawings,specifications and any and all other services of whatever type or nature. (b) COUNTY's review of, approval and acceptance of, or payment for the materials or services required under this Agreement does not operate as a waiver of any rights under this Agreement, or of any cause of action arising out of the performance of this Agreement. Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 8 of 25 i ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 46 eCertified Id: 6FAF-04K2-E6C4 Page 8 of 45 CONSULTANT is and will remain liable to COUNTY, in accordance with applicable law, for all damages to COUNTY caused by CONSULTANT's performance of any services or provision of any materials under this Agreement. Section 10. Ownership of Documents. All deliverable analysis, reference data, survey data, plans, reports, and any other form of written instrument or document that may result from CONSULTANT's services or have been created during the course of CONSULTANT's performance under this Agreement will become the property of COUNTY after final payment is made to CONSULTANT. Section 11. Termination. (a) By written notice to CONSULTANT, COUNTY may terminate this Agreement or any Work Order issued under this Agreement, in whole or in part, at any time, either for COUNTY's convenience or because of the failure of CONSULTANT to fulfill its obligations under this Agreement. Upon receipt of such notice: (1) CONSULTANT shall immediately discontinue all services affected unless the notice directs otherwise; and (2) CONSULTANT shall deliver to COUNTY all data, drawings, j specifications,reports,estimates, summaries,and any and all such other information and materials of whatever type or nature as may have been accumulated by CONSULTANT in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of COUNTY,CONSULTANT will be paid compensation for services performed to the date of termination. If this Agreement calls for the payment based on a Fixed Fee amount, CONSULTANT will be paid no more than a percentage of the Fixed Fee amount equivalent to the percentage of the completion of work contemplated by this Agreement, as determined solely and conclusively by COUNTY. Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 9 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid eCertified Id: 6FAF-04K2-E6C4 47 Page 9 of 45 (c) If the termination is due to the failure of CONSULTANT to fulfill its obligations under this Agreement, COUNTY may take over the work and carry it to completion by other agreements or otherwise. In such case, CONSULTANT will be liable to COUNTY for all reasonable additional costs associated with CONSULTANT's failure to fulfill its obligations under this Agreement. (d) CONSULTANT will not be liable for such additional costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of CONSULTANT. CONSULTANT will be responsible and liable for the actions of its subcontractors, agents, employees, persons, and entities of a similar type or nature. Matters beyond the fault or negligence of CONSULTANT include,but are not limited to,acts of God or of the public enemy, acts of COUNTY in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes,and unusually severe weather, but, in every case, the failure to perform must be beyoJU-control and without the fault or negligence of CONSULTANT. (e) If after notice of termination for CONSULTANT's failure to fulfill its obligations under this Agreement,it is determined that CONSULTANT did not so fail,the termination will be conclusively deemed to have been effected for the convenience of COUNTY. In such event, adjustment in the Agreement price will be made as provided in subsection(b)of this Section. (f) The rights and remedies of COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. Section 12. Conflict with Contract Documents. Wherever the terms of this Agreement conflict with any Work Order issued pursuant to it or any other contract documents, including proposals submitted by CONSULTANT,this Agreement will prevail. For the avoidance of doubt, Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 10 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y ��7,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller , -b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid eCertified Id: 6FAF-04K2-E6C4 4$ Page 10 of 45 proposals and any other documents submitted by CONSULTANT are not incorporated into this Agreement,unless expressly stated otherwise. Section 13. Equal Opportunity Employment. CONSULTANT shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin,or disability. CONSULTANT shall take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age,national origin, or disability. This provision includes,but is not limited to the following: employment,upgrading,demotion or transfer;recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Section 14. No Contingent Fees. CONSULTANT warrants that it has not employed or retained any company or persons, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any persons, company, corporation, individual, or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, COUNTY has the right to terminate this Agreement, at its sole discretion and without liability,and to deduct from the Agreement price or otherwise recover the full amount of such fee,commission,percentage,gift, or consideration. Section 15. Conflict of Interest. (a) CONSULTANT shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate or cause others to violate the provisions of Chapter 112,Part IIl,Florida Statutes,relating to ethics in government. Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 11 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 49 eCertified Id: 6FAF-04K2-E6C4 Page 11 of 45 (b) CONSULTANT hereby certifies that no officer, agent, or employee of COUNTY has any material interest(as defined in Section 112.312(15), Florida Statutes, as over 5%), either directly or indirectly, in the business of CONSULTANT to be conducted under this Agreement and that no such person will have any such interest at any time during the term of this Agreement. Section 16. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred,or otherwise encumbered under any circumstances by either party without prior written consent of the other party and only by a document of equal dignity with this Agreement. Section 17. Subcontractors. CONSULTANT shall first secure the prior written approval of COUNTY before engaging or contracting for the services of any subcontractors under this Agreement. CONSULTANT will remain fully responsible to COUNTY for the services of any subcontractors under this Agreement. Section 18. Indemnification of COUNTY. To the fullest extent permitted by law, CONSULTANT shall hold harmless, releaseJand indemnify COUNTY, its commissioners, officers,employees, and agents from any and all claims, losses,damages,costs,attorney fees,and lawsuits for damages arising from, allegedly arising from, or related to CONSULTANT's provision of materials or services under this Agreement caused by CONSULTANT's act or omission in the performance of this Agreement. Section 19. Insurance. (a) General. CONSULTANT shall procure and maintain insurance required under this Section at CONSULTANT's own cost. (1) CONSULTANT shall provide COUNTY with a Certificate of Insurance on a current ACORD Form signed by an authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability, Workers' Compensation/Employer's Liability, Commercial General Liability, and Business Auto). The Certificate must have the Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 12 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 50 eCertified Id: 6FAF-04K2-E6C4 Page 12 of 45 I I Agreement number for this Agreement clearly marked on its face. COUNTY, its officials, officers, and employees must be named additional insureds under the Commercial General Liability, Umbrella Liability, and Business Auto policies. If the policy provides for a blanket additional insured coverage, CONSULTANT shall provide a copy of the section of the policy along with the Certificate of Insurance. If the coverage does not exist,the policy must be endorsed to include the named additional insureds as described in this subsection. The Certificate of Insurance must provide that COUNTY will be provided, by policy endorsement, not less than thirty(30)days written notice prior to the cancellation or non-renewal, or by a method acceptable to COUNTY. Until such time as the insurance is no longer required to be maintained by CONSULTANT, CONSULTANT shall provide COUNTY with a renewal or replacement Certificate of Insurance before expiration or replacement of the insurance for which a previous Certificate of Insurance has been provided. 2 In addition to rovidin�the Certificate of Insurance on a current ACORD- O p Form, upon request as required by COUNTY, CONSULTANT shall provide COUNTY with a certified copy of each of the policies of insurance providing the coverage required by this Section within thirty (30) days after receipt of the request. Certified copies of policies may only be provided by the insurer,not the agent or broker. (3) Neither approval by COUNTY nor failure to disapprove the insurance provided by CONSULTANT will relieve CONSULTANT of its full responsibility for performance of any obligation,including its indemnification of COUNTY,under this Agreement. (b) Insurance Company Requirements. Insurance companies providing the insurance under this Agreement must meet the following requirements: (1) Companies issuing policies must be authorized to conduct business in the State of Florida and prove such authorization by maintaining Certificates of Authority or Letters Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 13 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 51 eCertified Id: 6FAF-04K2-E6C4 Page 13 of 45 of Eligibility issued to the companies by the Florida Office of Insurance Regulation.Alternatively, policies required by this Agreement for Workers' Compensation/Employer's Liability, may be those authorized as a group self-insurer by Section 624.462 1,Florida Statutes. (2) In addition,such companies must have and maintain,at a minimum,a Best's Rating of"A-"and a minimum Financial Size Category of"VIP according to A.M.Best Company. (3) If, during the period that an insurance company is providing the insurance coverage required by this Agreement, an insurance company(i)loses its Certificate of Authority, or (ii) fails to maintain the requisite Best's Rating and Financial Size Category, the CONSULTANT shall immediately notify COUNTY as soon as CONSULTANT has knowledge of any such circumstance and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as CONSULTANT has replaced the unacceptable insurer with an insurer acceptable to COUNTY, CONSUEMANT will be deemed to be in default of this Agreement. (c) Specifications. Without limiting any of the other obligations or liability of CONSULTANT, CONSULTANT shall procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection, at CONSULTANT's sole expense. Except as otherwise specified in this Agreement, the insurance will become effective upon execution of this Agreement by CONSULTANT and must be maintained in force until the expiration of this Agreement's term or the expiration of all Orders issued under this Agreement, whichever comes last. Failure by CONSULTANT to maintain this required insurance coverage within the stated period will constitute a material breach of this Agreement, for which COUNTY may immediately terminate this Agreement. The amounts and types of insurance must conform to the following minimum requirements: Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 14 of 25 ----------------------------- ------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 52 eCertified Id: 6FAF-04K2-E6C4 Page 14 of 45 (1) Workers' Compensation/Employer's LiabilitX. (A) CONSULTANT's insurance must cover it for liability that would be covered by the latest edition of the standard Workers' Compensation policy as filed for use in Florida by the National Council on Compensation Insurance without restrictive endorsements. CONSULTANT is also responsible for procuring proper proof of coverage from its subcontractors of every tier for liability that is a result of a Workers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by both CONSULTANT and its subcontractors are outlined in subsection (C) below. In addition to coverage for the Florida Workers' Compensation Act,where appropriate,coverage must be included for the United States Longshoremen and Harbor Worker's Compensation Act, Federal Employee's Liability Act, and any other applicable Federal or State law. (B) Subject to then astrictions of coverage found in the standard Workers' Compensation policy, there will be n&—maximum limit on the amount of coverage for liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's and Harbor Worker's Compensation Act, or any other coverage customarily insured under Part One of the standard Workers' Compensation policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation policy is required to be the following: $500,000.00 (Each Accident) $500,000.00 (Disease-Policy Limit) $500,000.00 (Disease-Each Employee) (2) Commercial General Liability. (A) CONSULTANT's insurance must cover it for those sources of liability that would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of.Florida by the Insurance Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 15 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 53 eCertified Id: 6FAF-04K2-E6C4 Page 15 of 45 Services Office. Coverage must not contain any endorsements excluding or limiting Products/Completed Operations,Contractual Liability,or Separation of Insureds. (B) CONSULTANT shall maintain these minimum insurance limits: General Aggregate Two Times(2x)the Each Occurrence Limit Personal &Advertising $1,000,000.00 Injury Limit Each Occurrence Limit $1,000,000.00 (3) Professional Liability Insurance. CONSULTANT shall carry Professional Liability Insurance with limits of not less than One Million and No/100 Dollars($1,000,000.00). (4) Business Auto Policy. (A) CONSULTANT's insurance must cover CONSULTANT for those sources of liability which would be covered by Section Il of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services Office. Coverage must incude owned, non-owned, and hired autos or any L3 auto used by CONSULTANT. In the event CONSULTANT does not own automobiles, CONSULTANT shall maintain coverage for hired and non-owned auto liability for autos used by CONSULTANT, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. If the contract involves operations governed by Sections 29 or 30 of the Motor Carrier Act of 1980,endorsement MCS-90 is required. (B) The minimum limits to be maintained by CONSULTANT must be per-accident combined single limit for bodily injury liability and property damage liability. (C) The minimum amount of coverage under the Business Auto Policy is required to be the following: Combined Single Limit $1,000,000.00 Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 16 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 54 eCertified Id: 6FAF-04K2-E6C4 Page 16 of 45 (d) Coverage. The insurance provided by CONSULTANT pursuant to this Agreement must apply on a primary and non-contributory basis, and any other insurance or self-insurance maintained by COUNTY or COUNTY's officials,officers,or employees must be in excess of and not contributing to the insurance provided by or on behalf of CONSULTANT. (e) Occurrence Basis. The Workers' Compensation policy, the Commercial General Liability, and the Umbrella policy required by this Agreement must be provided on an occurrence rather than a claims-made basis. The Professional Liability insurance policy may be on an occurrence basis or claims-made basis. If a claims-made basis, the coverage must respond to all claims reported within three (3) years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. (f) Obligations. Compliance with the foregoing insurance requirements will not relieve CONSULTANT, its employees, or ittsagents of liability from any obligation under this Section or any other Section of this Agreement Section 20. Dispute Resolution. (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Section 22.15, "Prompt Payment Procedures", Seminole County Administrative Code. COUNTY administrative dispute resolution procedures for contract claims related to this Agreement, other than for proper invoice and payment disputes, are set forth in Section 3.5541, "Contract Claims", Seminole County Administrative Code. (b) In any lawsuit or legal proceeding arising under this Agreement, CONSULTANT hereby waives any claim or defense based on facts or evidentiary materials that were not presented Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 17 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 55 eCertified Id: 6FAF-04K2-E6C4 Page 17 of 45 for consideration in COUNTY administrative dispute resolution procedures set forth in subsection (a) above of which CONSULTANT had knowledge and failed to present during COUNTY administrative dispute resolution procedures. (c) In the event that COUNTY administrative dispute resolution procedures are exhausted and a lawsuit or legal proceeding is filed,the parties shall exercise best efforts to resolve disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the voluntary mediation shall share the costs of mediation equally. Section 21. Representatives of COUNTY and CONSULTANT. (a) It is recognized that questions in the day to day conduct of performance pursuant to this Agreement may arise. Upon request by CONSULTANT, COUNTY shall designate and advise CONSULTANT in writing of one or more COUNTY employees to whom to address all communications pertaining to the day-to-day conduct of this Agreement. The designated representative will have the authority to transmits structions, receive information, and interpret and define COUNTY's policy and decisions pertinent to the work covered by this Agreement. (b) At all times during the normal work week, CONSULTANT shall designate or appoint one or more representatives of CONSULTANT who are authorized to act on behalf of CONSULTANT and bind CONSULTANT regarding all matters involving the conduct of the performance pursuant to this Agreement,and who will keep COUNTY continually advised of such designation. Section 22. All Prior Agreements Superseded. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained in this Agreement, and the parties agree that there are no commitments,agreements,or understandings concerning the subject matter of this Agreement that are not contained or referred to in this Agreement. Accordingly,it is agreed that no deviation from Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 18 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 56 eCertified Id: 6FAF-04K2-E6C4 Page 18 of 45 i I I I I i the terms of this Agreement will be predicated upon any prior representations or agreements, whether oral or written. Section 23. Modifications,Amendments or Alterations. No modification,amendment, or alteration in the terms or conditions contained in this Agreement will be effective unless contained in a written amendment executed with the same formality and of equal dignity with this Agreement. Section 24. Independent Contractor. Nothing in this Agreement is intended or may be construed as, in any manner, creating, or establishing a relationship of co-partners between the parties or as constituting CONSULTANT, including its officers, employees, and agents as an agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever. CONSULTANT is and will remain an independent contractor with respect to all services I performed under this Agreement. 1 Section 25. Employee Status. Personsterrlp'loyed by CONSULTANT in the performance of services and functions pursuant to this Agreement will have no claim to pension, workers' compensation, unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY's officers and employees either by operation of law or by COUNTY. Section 26. Services Not Provided For. No claim for services provided by CONSULTANT not specifically provided for in this Agreement will be honored by COUNTY. Section 27. Public Records Law. (a) CONSULTANT acknowledges COUNTY's obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONSULTANT acknowledges that COUNTY is required to comply with Article 1, Section 24,Florida Constitution and Chapter 119,Florida Statutes, in the handling of the materials created under this Agreement and this statute controls over the terms of this Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 19 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid eCertified Id: 6FAF-04K2-E6C4 57 Page 19 of 45 Agreement. Upon COUNTY's request, CONSULTANT shall provide COUNTY with all requested public records in CONSULTANT's possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119,Florida Statutes. (b) CONSULTANT specifically acknowledges its obligations to comply with Section 119.070 1,Florida Statutes,with regard to public records and shall perform the following: (1) CONSULTANT shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this Agreement. (2) CONSULTANT shall provide COUNTY with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119,Flo(riid�da,Stta�atutes, or as otherwise provided by law. (3) CONSULTANT shall ensu e'public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed,except as authorized by law. (c) Upon termination of this Agreement, CONSULTANT shall transfer, at no cost to COUNTY, all public records in possession of CONSULTANT, or keep and maintain public records required by COUNTY under this Agreement. If CONSULTANT transfers all public records to COUNTY upon completion of this Agreement, CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONSULTANT keeps and maintains the public records upon completion of this Agreement, CONSULTANT must meet all applicable requirements for retaining public records. All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY. Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 20 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 58 eCertified Id: 6FAF-04K2-E6C4 Page 20 of 45 (d) Failure to comply with this Section will be deemed a material breach of this Agreement for which COUNTY may terminate this Agreement immediately upon written notice to CONSULTANT. CONSULTANT may also be subject to statutory penalties as set forth in Section 119.10,Florida Statutes. (e) IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO I CONSULTANT's DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONSULTANT MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY PURCHASING AND CONTRACTS MANAGER, AT 407-665-7116, PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771. Section 28. Governing Law,Jurisdiction,and Venue. The laws of the State of Florida govern the validity,enforcement, and interpretation of this Agreement. The sole jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole County,Florida. Section 29. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONSULTANT shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and subsequently adopted. Any violation of these statutes, ordinances, rules, or regulations will constitute a material breach of this Agreement and will entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to CONSULTANT. Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 21 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 59 eCertified Id: 6FAF-04K2-E6C4 Page 21 of 45 i I Section 30. Patents and Royalties. Unless otherwise provided,CONSULTANT is solely I I responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONSULTANT, without exception, shall indemnify and save harmless COUNTY and its employees from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by CONSULTANT. In the event of any claim against COUNTY of copyright or patent infringement, COUNTY shall promptly provide written notification to CONSULTANT. If such a claim is made CONSULTANT shall use its best efforts to promptly purchase for COUNTY the legitimate version of any infringing products or services or procure a license from the patent or copyright holder at no cost to COUNTY that will allow continued use of the service or product. If none of these alternatives are reasonably available, COUNTY shall return the article on request to CONSULTANT and receive reimbursement, if any, as may be determined by a court of competent jurisdiction Section 31. Notices. Whenever either party desires to give notice to the other, it must be given by written notice sent by certified United States mail, return receipt requested addressed to the party for whom it is intended at the place last specified and the place for giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this Section. For the present,the parties designate the following as the respective places for giving of notice: For COUNTY: Seminole County Utilities Engineering Division 500 W. Lake Mary Boulevard Sanford,FL 32773 Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 22 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 60 eCertified Id: 6FAF-04K2-E6C4 Page 22 of 45 With a copy to: Seminole County Purchasing&Contracts Division 1301 E. Second Street Sanford,FL 32771 For CONSULTANT: Connect Consulting, Inc. 1210 Emmel Road, Lake Helen, FL 32744 Section 32. Rights At Law Retained. The rights and remedies of COUNTY provided under this Agreement are in addition to any other rights and remedies provided by law. Section 33. Headings and Captions. All headings and captions contained in this Agreement are provided for convenience only,do not constitute a part of this Agreement, and may not be used to define,describe, interpret or construe any provision of this Agreement. Section 34. E-Verify System Registration. (a) CONSULTANT must register,�wl�nd use the E-Verify system to verify the work authorization status of all new employees prior to entering into this Agreement with COUNTY. If COUNTY provides written approval to CONSULTANT for engaging with or contracting for the services of any subcontractors under this Agreement, CONSULTANT must require certification from the subcontractor that at the time of certification,the subcontractor does not employ,contract, or subcontract with an unauthorized alien. CONSULTANT must maintain a copy of the foregoing certification from the subcontractor for the duration of the agreement with the subcontractor. (b) If COUNTY has a good faith belief that CONSULTANT has knowingly violated this Section, COUNTY shall terminate this Agreement. If COUNTY terminates this Agreement with CONSULTANT, CONTRACTOR may not be awarded a public contract for at least one(1) year after the date on which this Agreement is terminated. If COUNTY has a good faith belief that a subcontractor knowingly violated this Section,but CONSULTANT otherwise complied with Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 23 of 25 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptrolter b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 61 eCertified Id: 6FAF-04K2-E6C4 Page 23 of 45 i i this Section, COUNTY must promptly notify CONSULTANT and order CONSULTANT to immediately terminate its agreement with the subcontractor. (c) CONSULTANT shall execute and return the Affidavit of E-Verify Requirements 4 Compliance,attached to this Agreement as Exhibit D,to COUNTY. IN WITNESS WHEREOF, the parties have made and executed this Agreement for the purposes stated above. ATTEST: CONNECT CONSULTING, INC. By: J ESL.ANDERSEN,Secretary DAVID S.ROBERTSON, President (CORPORATE SEAL) Date: 06 1 VC:V Z02-' `�ttturrr4 CONS'' 2 FG R4j Ne balance of this page.is"left intentionally blank.) 1996 ' =t fill F I Hydrogeological and Well Services Agreement t (RFP-3864-21/TAD) E Page 24 of 25 I ----------------------------------------------------------------------- Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 62 eCertified Id: 6FAF-04K2-E6C4 Page 24 of 45 SEMINOLE COUNTY,FLORIDA By: Diane Reed,5e21002ign'd91:1414Reed Witness U DIANE REED, Procurement Administrator Ladl'5 ZOcv Print Name �f Date: �y Witness �IG�14 Print Name For the use and reliance of As authorized for execution by the Board of Seminole County only. County Commissioners at its October 26,2021, regular meeting. Approved as to form and legal sufficiency. " —I&5"' A ounty Attorney BP/Ipk/MMH 7/8/21 10/27/21 TAUsersTegal Secretary CSBTurchasing 2021URFP-3864(Conn.,).docx Attachments: Exhibit A—Scope of Services Exhibit B—Sample Work Order Exhibit C—Contract Pricing Exhibit D-E-Verify-Requirements Compliance Hydrogeological and Well Services Agreement (RFP-3864-21/TAD) Page 25 of 25 --—————————————————————————————————————————————————————————————————————— Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptrollerb eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 63 eCertified Id: 6FAF-04K2-E6C4 Page 25 of 45 Exhibit A Seminole County is contracting for Professional Hydrogeological Services for groundwater wells operated by the ! Seminole County Environmental Services Department(SCESD). Reliable operations of the production and monitoring wells are critical to SCESD's ability to deliver quality, cost effective, and reliable utility services. A well is defined as the equipment and systems necessary to deliver,at the proper,time and in the prescribed quantities, ground water for the production of potable drinking water or recharge with reclaimed water.A well may also be used for monitoring of groundwater aquifers or recharging water to aquifers in the Upper FL Aquifer(UFA)and/or the Lower FL Aquifer(LFA).The operation of these wells is governed by laws of the State of Florida,rules of the Florida Department of Environmental Protection (FDEP),Underground Injection Control(UIC)program.Construction and I Consumptive Use Permits issued by the St.Johns River Water Management District(SJRWMD). Well system facilities include, but are not limited to the following: Well casings Boreholes in geological formations Well head facilities including all above ground piping assemblies and appurtenances Pumps&motors Associated electrical and instrumentation systems Facilities I The well fields that provide raw water to and inject surface water into aquifer from the followingSCESD facilities are included by this RFP: Country Club Greenwood Lakes Greenwood Lakes Water Reclamation Facility (WRF) monitoring wells Heathrow Indian Hills Lake Hayes Lake Monroe Lynwood ' Markham Regional ' Southeast Regional(SER) ' Yankee Lake Water Reclamation Facility Yankee Lake Surface Water Treatment Facility Reclaimed Water ASR Wells to Lake Harriet ' Lake Brantley SJRWMD and/or FDEP monitoring wells i Scope of Services: i The County is contracting for professional hydrogeological services related to well field sustainability and maintenance. The Contractor shall be specialized in well design, well construction, testing, evaluation and emergency services response in the Central Florida area, as well as professional hydrogeological services during construction of wells for SCESD by well construction contractors. The Contractor shall have a professional geologist, licensed in the State of Florida, on their team as an employee or as a Subcontractor. Contractor shall have knowledge of and experience with the FDEP UIC program. The Contractor shall also have all licenses required to perform the work at the time of.response to the RFP and through the entire contract time. The following list describes the scope.of services planned under this RFP: Geo-Physical Logging Dynamic&Static TV Surveys Aquifer and Pumping Tests Evaluation of Water Quality (Contamination, Organics, Sand, Regulated Compounds,etc.) Compliance Testing/Sampling Assistance/Water Quality Tests ' Evaluation of Pump Failure Well Pump Installations and Removals Well Pump Testing, Repair&Replacement ; ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptrollerb eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 64 eCertified Id: 6FAF-04K2-E6C4 Page 26 of 45 Exhibit A Well Rehabilitation(Air Burst, Acidization, Etc.) Well Head Modifications (Raising of Well Heads, Mechanical, Electrical, Instrumentation Modifications, Sanitary Compliance, Etc.) Well Back-plugging Well Lining Repair&Replacement Debris Removal From Well Deepening Of Wells Well Abandonment Test Water Disposal Surface Restoration Project Meetings Well Permitting Well Construction Observation and Inspection of Well Construction Work by Others Well Testing, Completion and Hydrological Reports Establish and Update a System Wide Well Attribute Table as Wells are Modified During the performance of work the Contractor will: • Provide SCESD with a monthly schedule for all planned work,and reschedule such work when notified by SCESD that the work cannot be performed in accordance with the plan.The firm will not be compensated if work cannot be performed due to foreseeable circumstances. • Employ professional,qualified,and responsible staff to perform the work.The firm is expected to employ service technicians trained in the maintenance of the specific types of equipment used in the SCESD well field systems. • Observe all SCESD site access and security procedures.As these procedures are subject to change,the firm is responsible for familiarizing all staff under their supervision with current requirements;violation of site access and security procedures will be considered a serious breach of the terms of this Contract.Failure to personally and properly notify SCESD SCADA Operations as required is a violation of the terms of this Contract. For each on-site visit to an SCESD facility the firm will,at a minimum: ➢ Notify SCESD SCADA Operations at(407)665-2767 for entry ➢ Upon entry,document the date,time of arrival, name of all personnel,and reason for the visit Into the facility's log book ➢ Document into the facility's log book completion of the work prior to exiting the facility and notify SCESD SCADA Operations at(407)665-2767 • Maintain documentation of all work performed under this Contract on forms provided or approved by SCESD.All such documentation will become the property of SCESD. Invoices submitted by the firm will not be approved for payment unless written documentation of all work for which the firm seeks payment are attached.At the minimum, documentation will include: ➢ Firm name,complete address,and contact information of date,time,and location off site visit. ➢ Purpose for site visit ➢ Description of work performed or accomplished ➢ Any observed deficiencies or operational issues and recommendations for resolution ➢ Required or recommended follow-up ➢ Parts and/or consumables used ➢ Labor hours ➢ Participating firm personnel ➢ Approval by an SCESD representative ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptrollerb eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 65 eCertified Id: 6FAF-04K2-E6C4 Page 27 of 45 Exhibit A • Observe all SCESD procedures with respect to environmental protection,especially from chemical discharges. The firm is responsible for being familiar with SCESD procedures as well as the appropriate state and federal rules and regulations;and will immediately report to SCESD any actual or potential environmental violations. • Provide and use only the materials on the SCESD Approved Materials list or as approved by a formal submittal process. • Assign an Operations Manager to supervise the work with a minimum of five(5)years continuous field and supervisory experience in similar work,The Operations Manager shall serve as the primary point of contact for all work to be performed and will be responsible for coordinating and scheduling. • Comply with all OSHA Standards. • Work shall proceed only after receipt of an executed Work Order from the Seminole County Purchasing& Contracts Division. • Subcontractor identification,scope,and budget shall be provided in the firm's written Work proposal. • Consultant may not perform work beyond the scope of this Contract without prior written authorization from SCESD. • Response times for emergencies shall be within 48 hours of written authorization to proceed. Obligations of the Seminole County Environmental Services Department(SCESD) During the performance of work pursuant to this RFP,SCESD will: Designate an SCESD Project Manager Issue written authorization to proceed with work Provide reasonable access to the wells and well field systems in accordance with current and as-revised SCESD security policy and associated procedures. Document firm's requests for entrance to SCESD facilities Respond in a timely manner to firm's requests for information or clarification. Provide the firm with an inventory of spare parts and consumables maintained by SCESD that are available for firm's use. Notify the firm in a timely manner of any circumstance that would prevent or impede the Firm performing or completing work in accordance with this Contract. Notify the proper regulatory agency in the event of a violation or specified condition in accordance with environmental regulations. ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptrollerb eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 66 eCertified Id: 6FAF-04K2-E6C4 Page 28 of 45 EXHIBIT B CONSULTING MSA WORK ORDER# Seminole County, Florida SEAAE CQUNIY Board of County Commissioners rokl>,s NAnX4<n-4 Master Agreement No. Dated: Master Agreement Title: Project Title: Consultant: Address: ATTACHMENTS TO THIS WORK ORDER: [ ] EXHIBIT A-Proposal/Scope of Services [ ] EXHIBIT C-Suppl tal Conditions [ ] EXHIBIT B-Fee Schedule [ ] EXHIBIT D Attachments to this Work Order, as indicated above,are incorporated by referenc f had be _ et out in their entirety. Consultant shall complete the Work in accordance with this Work Order, t ttachm and the Master Agreement, as amended (if applicable). In the event of a conflict bet een this Work 0 e it achments, and the Master Agreement,the Master Agreement will govern. TIME FOR COMPLETION: The Consultant shall commence I ork, ' �i)J ce with this Work Order, as provided herein, upon receipt of an executed copy of this o Order)etheWor d shal all Work within (_)calendar days of the Effective Date shown below.Consultant's fai r' o com accordance with this Work Order is grounds for Termination of this Work Order and th ast nt for Cause. The County shall compensate the Consultant(a fixedn a u not-to-exceed)S for satisfactory completion h rk. ent(s) must be made to the Consultant, in accordance with the Contract Document . IN WITNESS WHEREOF, the Consultant and ha e e uted this Work Order, for the purposes stated herein, on this day of .v w Ich is the Effective Date of this Work Order. An executed copy of this Work Order serves "s t' a rocee the Consultant to begin work. Upon execution by both parties, this Work Order will be incorpora a and _ rAgreement. (THIS SECTION TOBECOMPLETED BYTHE COUNTY) SEMINOLE COU . CONSULTANT: By: By: Signature a septa 'v Signature-Consultant Representative ` Date: Date: Printed Name: Printed Name: Title: Title: (Authorized by Section 3.554,Seminole County Admin Code) As authorized for execution by the Board of County Witness: Commissioners on 20� if applicable. Signature Witness: Printed Name: Signature Printed Name: OC#: OM#: Consulting MSA WO REV 061820 Page 1 of 1 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 67 eCertified Id: 6FAF-04K2-E6C4 Page 29 of 45 i Exhibit C 'CCIc Connect Consulting, 6. Price Proposal Water Resourcve Consultants LOADED LABOR BID SCHEDULE FORM Description Est. Hours Hourly Rate* Totals, Principal 165 $165.00 $ 27,225.00 Senior Hydrogeologist 600 $130.00 $ 78,000.00 Modeler 248 $120.00 $ 29,760.00 IT Specialist 83 $75.00 $ 6,225.00 Field Geologist/Technician 1 413 1 $95.00 $ 39,235.00 Graphics Specialist 33 $75.00 $ 2,475.00 j Office Support 50 $65.00 $ 3,250.00 TOTAL $186,170.00 *Hourly rates provided are loaded billing rates, inclusive of all associated expenses in support of labor provided for this project (ex. fringe benefits, overhead, general & administration, and profit, as well as direct cost associated with the project, such as,travel expenses, reproduction and postage. PARTS/SUBCONTRACTOR MARKUP Description Estimated %Mark-Up Dollar Value with Expenditures (Maximum 10%) -°• Mark-Up All Materials, Parts i and Consumables $200,000.00 5% $210,000.00 Subcontractors $500,000.00 5% $525,000.00 Equipment Rentals $75,000.00 5% $ 78,750.00 TOTAL $813,750.00 SUBCONTRACTOR NAME,QUALIFICATIONS AND LOCATION DETAILS (Refer to Organizational Chart on Page 2-1) Company 'Qualification/Services* Primary Location, Contact Applied Drilling Engineering Water Well Contractor Paul Petrey Tampa Freeman Well Drillers Water Well Contractor George Freeman Fernandina Beach Huss Drilling Water Well Contractor RJ Huss Dade City Thompson Well&Pump Water Well Contractor Jerry Thompson Deland Ullrich's Pitcher Pump Water Well Contractor Max Ullrich Wauchula Advanced Borehole Services Geophysical Logging Art Benson Dade City RM Baker Geophysical Logging Robert Baker Orlando CPH Engineering David Gierach Sanford Mead&Hunt Engineering Brad Blais Port Orange AEL Laboratories Laboratory Services Brandon O'Hara Altamonte Springs Pace Analytical Services Laboratory Services Todd Rea I Ormond Beach *-All firms are licensed and certified in the State of Florida to provide the referenced services. Connecting . . . . People o Information o Knowledge to Ideas = Solutions 6-1 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 68 eCertified Id: 6FAF-04K2-E6C4 Page 30 of 45 Exhibit D 1 J ATTACHMENT E-VERIFY AFFIDAVIT i Agreement Name: Professional Hydrogeological and Well Services j Agreement Number: RFP-3864-21/TAD AFFIDAVIT OF E-VERIFY REQUIREMENTS COMPLIANCE The CONSULTANT/CONTRACTOR agrees to comply with section 448.095, Florida Statutes, and to incorporate in all subcontracts the obligation to comply with section 448.095, Florida Statutes. 1. The CONSULTANT/CONTRACTOR shall utilize the U.S. Department of Homeland Security's&Verify system to verify the employment eligibility of all new employees hired by the CONSULTANT during the term of the Agreement and shall expressly require any subcontractors performing work or providing services pursuant to the Agreement,to likewise utilize the U.S.Department of Homeland Security's E- Verify system to verify the employment eligibility ofall new employees hired by the subcontractor during the Agreementterm. 2. That the CONSULTANT/CONTRACTOR understands and agrees that its failure to comply with the verification requirements of Section 448.095,'Florida`Statutes or its failure to ensure that all employees and subcontractors performing work under Agreement Number RFP-3864-21/TAD are legally authorized to work in the United States and the State of Florida,'constitutes a breach of this Agreement for which,Seminole County may immediately terminate the Agreement without notice and without penalty. The CONSULTANT/CONTRACTOR further understands and agrees that in the event of such termination,the CONSULTANT/CONTRACTOR shall be liable to the county for any costs incurred by the County as a result of the CONSULTANT'S/CONTRACTOR'S breach. DATED this day of —" 20_2�( . Connect Consulting, Inc. Consultant Name . B i Print/Type Name: Title: President STATE OF COUNTY OF Sworg_to(or affirmed)and subscribed before me by meas p of o physical presence OR o online notarization, thiskday of u J"" 20M by 1.-W(,t s� K.�� S�, (Full Name of Affiant). Prin ype Name Notary Public in and for thetaty_an State Aforementioned My commission expires: E-Verify Affidavit _#OP. Sk,r% •., BARBARA JOY TAYRevised 5/19/2021 € CommissiardGG 163210My Comm.Expres Dec 25,2021 Sanded lluough Natiariel Nolgy]FloridaAssn. Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptrollerb eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 69 eCertified Id: 6FAF-04K2-E6C4 Page 31 of 45 A� ® DATE(MM/DDIYYYY) CoO CERTIFICATE OF LIABILITY INSURANCE F11/4/2021 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 j REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(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 endorsemengs). PRODUCER NAME:CONTACT Allison Bar a AssuredPartners of Washington, LLC PHONE FAX A&E Professional Insurance Program Inc •360-626-2007 A/c No):360-626-2007 PMB#369, 19689 7th Ave NE,Ste 183 AODaess. allison.barga0assured artners.com Poulsbo WA 98370 INSURERS)AFFORDING COVERAGE NAIC0 INSURER A:Hartford Casualty Insurance Company 29424 j INSURED 467 INSURER B:Hartford Accident and Indemnily Company 22357 Connect Consulting Inc 1210 Emmel Road INSURER c:Argonaut Insurance Company 19801 Lake Helen FL 32744 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1296944675 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. -- -- IR LICY EFF LICY EXP ILTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MM/DDM/YY MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 52SBMNLOS62 9/28/2021 9/26/2022 EACH OCCURRENCE $2,000,000 _____ CLAIMS-MADE '- OCCUR D A E RENTED PREMISES Ea occurrence $300,000 MED EXP(Any one person) $10,000 Separation Insds PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY C JECT 0 LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ B AUTOMOBILE LIABILITY 52UECHA1233 9/28/2021 9/28/2022 TMBINEDSINGLELIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $500,000 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $500,000 HIRED NON-OWNED PROPERTY DAMAGE $500,000 AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLALIAB X OCCUR 52SBMNLO852 9/28/2021 9/28/2022 EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000 DED X .RETENTION$ $ A !WORKERS COMPENSATION52WECP13885 9/28/2021 9/28/2022 X IF STATUTE ERH AND EMPLOYERS'LIABILITY YIN ANYPROPRIETORIPARTNER/EXECUTIVE E.L.EACH ACCIDENT $500,000 OFFICERMIEMBEREXCLUDED? NIA -- i (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 C Professional Liab:Claims Made ! 121 AE000181603 9/2812021 9/2812022 $2,000,000 Per Claim $2,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Pro'ect:Hydrogeological and Well Services Agreement(RFP-3864-21/TAD) CO6NTY,its officials,officers,and employees are an additional insured per the attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Seminole County Utilities Engineering Division 500 W.Lake Mary Boulevard Sanford FL 32773 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ------------------------------------------------------------------------ Certifi!ed Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptrollerb eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 70 eCertified Id: 6FAF-04K2-E6C4 Page 32 of 45 52UECHA1233 Connect Cons(ting Inc COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form,the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1.-WHO IS AN INSURED-of partnership or joint venture,formed as a Section II-Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto"while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for the lessor and such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) The"auto"is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1.-WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an"insured" under any other f. When you have agreed, in a written policy, contract or written agreement,that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy,or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an"insured",but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury"or"property damage"caused injury" or"property damage"that results by the conduct of an"insured"under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered"auto." Paragraph A.1.-WHO IS AN INSURED-of SECTION II - LIABILITY COVERAGE is amended to add: ©2011,The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 1 of 5 i ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid eCertified Id: 6FAF-04K2-E6C4 71 Page 33 of 45 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period,and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract,and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary,we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement;or additional insured's own insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations. insurance. I Such amount shall be a part of and not Paragraphs(3)and(4)do not apply to other I in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit'. If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or"suit" those other insurers. to the other'insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance;and own insurance. (4) Duties in The Event Of Accident, Claim, (2) The total of all deductible and self-insured Suit or Loss amounts under all that other insurance. If you have agreed in a written contract We will share the remaining loss, if any, by the or written agreement that another method described in Other Insurance 5.d.person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties,Inc.,with its permission.) Page 2 of 5 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid eCertified Id: 6FAF-04K2-E6C4 72 Page 34 of 45 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE ADDITIONAL applies on an excess basis to a covered"auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered"auto",we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the"auto"at the time of the"loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of"loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges;excess wear and tear charges; Coverages provided are extended to"autos"you lease termination fees; security deposits not hire or borrow,subject to the following limit. returned by the lessor; costs for extended warranties, credit life Insurance, health,accident The most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto"is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss";or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE,the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage.No deductible applies to"loss"caused g, ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit,deductible a. The exceptions to Paragraphs B.4 - and excess provisions,we will provide coverage EXCLUSIONS -of SECTION III- PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered"auto"you own. following: We will also cover loss of use of the hired"auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered"auto"; "employees", partners(if you are a partnership), (2) Removable from a housing unit members(if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered"auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs(1)and(2)above;or ©2011,The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 3 of 5 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 73 eCertified Id: 6FAF-04K2-E6C4 Page 35 of 45 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered"auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same"accident",the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible,it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for"loss"in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT,CLAIM,SUIT OR LOSS equipment(other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss",is: an"accident"applies only when the"accident"is known to: (1)Permanently installed in or upon the covered "auto" in a housing, (1) You,if you are an individual; opening or other location that is not (2) A partner,if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company;or such equipment; (4) An executive officer or insurance manager,if (2)Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment;or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered"auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO-COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A.-COVERAGE-of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's"responsibility to pay damages for "auto"to you. "bodily injury" or "property damage" is determined in a"suit,"the"suit"is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV- Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties,Inc.,with its permission.) Page 4 of 5 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid eCertified Id: 6FAF-04K2-E6C4 74 Page 36 of 45 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss"is$10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of"bodily injury" in SECTION V- a.A"non-hybrid"auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal combustion engine and one or more electric Paragraph 2. of the COMMON POLICY motors to move the auto, or the internal CONDITIONS - CANCELLATION - applies combustion engine to charge one or more I except as follows: electric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an"auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In the event of a total Toss to a"non-hybrid"auto In addition to the actual cash value of the"auto", we will pay up to$1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed ,0 the covered"auto"at the Loss, or Collision coverages are provided under time of-total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500,of the"non-hybrid"auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties,Inc.,with its permission.) Page 5 of 5 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 75 eCertified Id: 6FAF-04K2-E6C4 Page 37 of 45 52SBMNLO852 Connect Consulting[no BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred;or "employees", "volunteer workers", any partner or member(if you are (2) "Personal and advertising injury a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person(other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die, but only: ' only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment;or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is iduties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge,any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Named 52#91_,,NA41itional Insureds When Required By Insured if there is no other similar insurance JWritten Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under-this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier;and TmmcSs9iQ"8 04 05 Page 11 of 24 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptrollerb eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 76 eCertified Id: tiFAF-04K2-E6C4 Page 38 of 45 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s)or organizationdamage" arising out of the soles)(referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f);or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, inconnection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for"bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid eCertified Id: 6FAF-04K2-E6C4 77 Page 39 of 45 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" i leased to you. or "personal and advertising I (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality;or (a) Any "occurrence" which takes (b) "Bodily injury"or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects,Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer,or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you;or (a) In connection with your premises; (c) In connection with"your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you,including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 78 eCertified Id: 6FAF-04K2-E6C4 Page 40 of 45 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b.above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the 1. The Most We Will Pay Declarations. The Limits of Insurance shown in the 5. Damage To Premises Rented To You Limit Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage"to any one premises, while b. Claims made or"suits"brought;or rented to you,or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion,the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard"is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your 'locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 79 eCertified Id: 6FAF-04K2-E6C4 Page 41 of 45 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit'; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3.above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months,starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or.damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense,Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible,notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses;and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit"as soon as practicable. insured is a trust;or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 80 eCertified Id: 6FAF-04K2-E6C4 Page 42 of 45 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft,"autos"or watercraft to a claim is made or"suit"is brought. the extent not subject to Exclusion g.of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A.— representations you made to us;and Coverages. Page 16 of 24 Form SS 00 08 04 05 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 81 eCertified Id: 6FAF-04K2-E6C4 Page 43 of 45 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all'such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will share the remaining loss,if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written 'agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against LTo�Otherinsurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery Linsurance,othi7s) ave agreed in a written If the insured has rights to recover all or written agreement or part of any payment, including that2thisE]insuranceis Supplementary Payments, we have made nd non-contributory with under this Coverage Part, those rights are it�aininsured's� wn) L..S1 -�1�� transferred to us. The insured must do , this insurance is nothing after loss to impair them. At our and we will not seek request, the insured will bring "suit" or ion from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and (b) do not apply toapply to Medical Expenses Coverage, other insurance to which the additional C Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subro ation additional insured. When this insurance is excess, we will If the insured has waived any rights of have no duty under this Coverage Part to recoveryagainst�any�personor organization for all or part of any payment, defend the insured against any"suit"if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77 o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller ��b eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 82 eCertified Id: 6FAF-04K2-E6C4 Page 44 of 45 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 52WECP13685 Endorsement Number: Effective Date:09128/2021 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Connect Consulting Inc 1210 Emmel Road Lake Helen,FL 32744 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE ANY PERSON OR ORGANIZATION FROM WHOM WE YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersigned by Authorized Representative Form WC 00 0313 Printed in U.S.A. Process Date: Policy Expiration Date: ------------------------------------------------------------------------ Certified Copy- Grant Malo y 77,o� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptrollerb eCertified at 11/30/2021 15:55:51 -05:00 Seminole County,Florid 83 eCertified Id: 6FAF-04K2-E6C4 Page 45 of 45 PIGGYBACK RIDER— Connect Consulting, Inc. THIS "PIGGYBACK" RIDER AGREEMENT ("Agreement") is made and entered into this day of January, 2022, between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City")and Connect Consulting,Inc.,a Florida corporation authorized to transact business in the State of Florida,with principal offices located at 1210 Emmel Road, Lake Helen, Florida 32744, ("Contractor"). The City and the Contractor agree as follows: 1. The Purchasing Policies of the City of Winter Springs allow for "piggybacking" contracts. Pursuant to this procedure,the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Contractor has entered into a contract with Seminole County, Florida, and said contract being identified as: HYDROGEOLOGICAL AND WELL SERVICES AGREEMENT (RFP-3864-21/TAD), dated November 19, 2021 (said original contract being referred to as the "Original Government Contract"). 2. The Original Government Contract, including all associated Contract Documents and Exhibits and Attachments as defined in the Original Government Contract, is incorporated herein by reference and is attached as Exhibit"1"to this Agreement. All of the terms and conditions set forth in the Original Government Contract (Exhibit "1") are fully binding on the parties and said terms and conditions are incorporated herein except to the extent expressly modified herein. 3. Notwithstanding the requirements that the Original Government Contract is fully binding on the parties, the parties have agreed to modify certain provisions of the Original Government Contract as applied to this Agreement between the Contractor and the City of Winter Springs, as follows: a) Notwithstanding anything in Exhibit "1" to the contrary, the following terms shall be substituted throughout the Original Government Contract: Seminole County=City of Winter Springs. All references to the "County Manager" shall =City of Winter Springs's City Manager. b) Notwithstanding anything in Exhibit "1" to the contrary, specifically Section 2 of the Original Government Contract,the term of this Agreement with the City of Winter Springs shall take effect on the date of its execution by the City and Contractor and continue for the duration of the Original Government Contract, including any of the additional executed one (1) year terms by Seminole County and Contractor, or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement have been completed or terminated. . C) Section 1—Services— Section 1 of the Original Government Contract shall be amended to provide that the City's representative during the performance of this Agreement shall be the City Manager or his or her designee. d) Section 7 — Payments— Section 7(h) of the Original Government Contract shall be amended to provide that Invoices shall be submitted, referencing this contract and any Task Order to: City of Winter Springs Finance Department 1126 East State Road 434 Piggyback Rider City of Winter Springs and Connect Consulting, Inc. Page 1 of 5 84 Winter Springs, FL 32708 In addition, a new Section 7(j) is inserted into the Original Government Contract as follows: (j)The total amount billed to the City by the CONSULTANT for any single Task Order shall not exceed one-hundred and fifty-thousand dollars ($150,000.00) during the initial three-year term. Further, CONSULTANT acknowledges and agrees that the City is not required to and does not anticipate an estimated annual usage (or total task order billings per year) to equal $2,000,000.00 as advertised in the Original Government Contract. Rather, nothing in this Agreement requires the City to authorize any specific amount of tasks or any tasks at all. e) Section 19 — Insurance — Section 19 of the Original Government Contract shall be amended to require that Certificate Holder address shall read: City of Winter Springs Attn: Finance Department 1126 East State Road 434 Winter Springs, FL 32708 f) Section 18-Indemnification—shall be amended to additionally require that,for purposes of Contractor's indemnification obligation only,Contractor shall indemnify the City for claims made by the employees of Contractor against the City, and Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. This waiver has been specifically and mutually negotiated by the parties. g) Section 20— Dispute Resolution —shall be amended to provide that the County dispute resolution procedures for proper invoice and payment disputes set forth in Section 22.15, "Prompt Payment Procedures," Seminole County Administrative Code, shall be utilized by the City, except that, if an improper payment request or invoice is submitted by CONSULTANT, the City shall have 10 days after the improper payment request or invoice is received to notify the CONSULTANT, in writing that the payment request or invoice was improper and indicate the corrective action on the part of the CONSULTANT that is needed to make the payment request or invoice proper, in accordance with the Local Government Prompt Payment Act, s. 218.76, Florida Statutes. Contract claims shall not be subject to the procedures of Section 3.5541, Seminole County Administrative Code. h) Section 22—All Prior Agreements Superseded—is amended to include the following: The order of precedence will be this Piggyback Rider, the Original Government Contract, Original RFP, and Contractor's Proposal. i) Section 27—Public Records -is amended to additionally require that if Contractor fails to comply with this Section, and the City must enforce this Article, or the City suffers a third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to Contractor's failure to comply with this Section, the City shall collect from Contractor prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against Contractor. And, if applicable, Piggyback Rider City of Winter Springs and Connect Consulting, Inc. Page 2 of 5 85 the City shall also be entitled to reimbursement of all attorneys' fees and damages which the City had to pay a third party because of the Contractor's failure to comply with this Article. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:City Clerk,City of Winter Springs,1126 East State Road 434,Winter Springs, FL 32708 or City-Clerk-Department@wintersprinesfl.ore or(407)327-6560. j) Section 28—Governing Law/Jurisdiction/Venue - Section 28 of the Original Government Contract shall be amended to provide that venue for any action arising out of or relating to this contract shall lie in Seminole County for state court actions and Orlando, Florida for federal court actions. k) Section 31— Notices-Section 31 of the Original Government Contract shall be amended to provide that Notices to the City/Contractor shall be delivered to: City Manager City of Winter Springs, Florida 1126 East State Road 434 Winter Springs, FL 32708 Connect Consulting, Inc. Attn: David S. Robertson 1210 Emmel Road Lake Helen, FL 32744 Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such service; and if mailed, on the third business day after mailing. 1) Section 34—E-Verify System Registration and Use—is amended as follows: A. Pursuant to section 448.095, Florida Statutes, beginning January 1, 2021, CONSULTANT shall register with and use the U.S. Department of Homeland Security's E-Verify system, https://e- verify.uscis.gov/em p, to verify the work authorization status of all employees hired on and after January 1, 2021. B. Subcontractors (i) CONSULTANT shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. (ii) CONSULTANT shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as defined in section 448.095, Florida Statutes. (iii) CONSULTANT shall provide a copy of all subcontractor affidavits to the City upon receipt and shall maintain a copy for the duration of the Agreement. Piggyback Rider City of Winter Springs and Connect Consulting, Inc. Page 3 of 5 86 C. CONSULTANT must provide evidence of compliance with section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the CONSULTANT stating all employees hired on and after January 1,2021 have had their work authorization status verified through the E-Verify system and a copy of their proof of registration in the E-Verify system. D. Failure to comply with this provision is a material breach of the Agreement, and shall result in the immediate termination of the Agreement without penalty to the City. CONSULTANT shall be liable for all costs incurred by the City securing a replacement Agreement, including but not limited to, any increased costs for the same services,any costs due to delay, and rebidding costs, if applicable. m) Sovereign Immunity — A new Section is hereby added to the Original Government Contract as follows: The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. Contractor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. n) Scope of Services — is amended to provide that the sites to be serviced under this contract include but are not limited to: potable water wells, potable water treatment plants, lift/pump stations, wastewater plants, reclaimed water treatment plants, water/reclaimed water pumping stations, and effluent disposal sites. ("Winter Springs City Facilities"). Contractor and City agree that the details included in the original Request for Proposal issued by Seminole County regarding the types of Facilities, technology components, equipment and software currently in place at the Seminole County utilities plants are of a similar type and nature to those Facilities, technology components, equipment and software used at the Winter Springs City Facilities. IN WITNESS WHEREOF,authorized representatives of the CITY and the CONTRACTOR have executed this Piggyback Rider to the Original Government Contract on the day and year below noted: CITY: Connect Consulting, Inc. Shawn Boyle, City Manager David S. Robertson, President Date: Date: � Z"L Piggyback Rider City of Winter Springs and Connect Consulting, Inc. Page 4 of 5 87 I Date: ATTEST: Christian Gowan, City Clerk Piggyback Rider City of Winter Springs and Connect Consulting, Inc. Page 5 of 5 88