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Backup Documents 03/22/2022 Item #16E1 (Southeast Power Systems of Ft. Myers, Inc.) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 E 1 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management '312Z12_2- 2. County Attorney Office County Attorney Office - SST 4. BCC Office Board of County Commissioners w/'1 it 15/ 3/2yl2Z 4. Minutes and Records Clerk of Court's Office 1k1 -�la�-h-a- t 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/Department Agenda Date Item was MARCH 22, 2022 ✓ Agenda Item Number �6.E.1. ✓ Approved by the BCC Type of Document CONTRACT ✓ Number of Original Attached Documents Attached PO number or account N/A 20-7780S SOUTHEAST number if document is Southeast Power POWER SYSTEMS to be recorded Systems of Ft. Myers, OF FT. MYERS, Inc. INC. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. • 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip .N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! RECEIVED 8. The document was approved by the BCC on 03/22/2022 and all changes made during Jot an the meeting have been incorporated in the attached document. The County MAR 2 2 this Attorney's Office has reviewed the changes,if applicable. 3 1 /rj1 9. Initials of attorney verifying that the attached document is the version approved by the Risk Manag not an BCC,all changes directed by the BCC have been made,and the document is ready for the ion for this Chairman's signature. SA1/4// line. 16E1 Ann P. Jennejohn From: Ann P.Jennejohn Sent: Friday, March 25, 2022 9:07 AM To: AnaReynosoVEN Subject: Item #16E1 (3-22-22 BCC Meeting) Attachments: #20-7780S (Southeast Power Systems of Ft. Myers Inc.).pdf Good Morvtivtg, Please see the attached for your records. Ann Jennejohn 13MR Senior Deputy Clerk II k11 <<„k Clerk to the Value Adjustwtevtt Board Office: 239-252-8406 ti� ! Fax: 239-252-8408 (if applicable) Avtvt.Jevtvtejohvt@CollierClerk.cowt • rry/�! , �, Office of the Clerk of the Circuit Court kt'"�'`A` & Comptroller of Collier County 3299 Taw►iawti Trail, Suite #4O1 Naples, FL 34112-5324 www.CollierClerk.cowt i DIVISION i,r :1,,- 4 El • .! of refrj! f.� D,Mpartment of State I Dvisinr of Corporations I Search Records I Search by Entity Nam@ I Detail by Entity Name Florida Profit Corporation SOUTHEAST POWER SYSTEMS OF FT MYERS, INC. Filing Information Document Number J05224 FEI!EIN Number 59-2656500 Date Filed 03/20/1986 Effective Date 03/18/1986 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 08/15/2000 Event Effective Date NONE Principal Address 5900 COUNTRY LAKES DRIVE FT. MYERS, FL 33905 Changed:03/15/2000 Rahn Address 4220 N ORANGE BLOSSOM TRAIL ORLANDO, FL 32804 Changed: 03/11/2002 Registered Agent Name&Address ANNINGSON, PAUL J 4220 N ORANGE BLOSSOM TRAIL ORLANDO, FL 32804 Name Changed:03/02/2018 Address Changed:03/02/2018 Officer/Director Detail Name&Address Title CFO KUMAR-CAMP, SOFIA V 4220 N ORANGE BLOSSOM TRAIL I E ;! ORLANDO, FL 32804 Title CEO ANNINGSON, PAUL 4220 N ORANGE BLOSSOM TRAIL ORLANDO, FL 32804 Annual Reports Report Year Filed Date 2019 02/05/2019 2020 04/04/2020 2021 01/28/2021 Document Images Q1/28/2021--ANNUAL REPORT[ View image in PDF format 04/04/2020--ANNUAL REPORT View image in PDF format • 02/05/2019-ANNUAL REPORT View image in PDF format Q3/02/2018-ANNUAL REPORT View image in PDF format 01/10/2017-ANNUAL REPORT View image in PDF format 92102/2016-ANNUAL REPORT View image in PDF format 03/13/2015-ANNUL REE RT View Image in PDF format • 02/28/2014-ANNUAL REPORT View image in PDF format 03/19/2013-ANNUAL REPORT View image in PDF format 03/20/2012-ANNUAL REPORT View image in PDF format 02/19/2011-ANNUAL REPORT View image in PDF format 0 2/1 5120 1 0 ANNUAL REPORT View image in PDF format 02/24/2009-ANNUAL REPORT view image in PDF format 02101/2008--ANNUAL REPORT view image in PDF format 02/01/2007-ANNUAL REPORT View image in PDF format 43/Q6'2Q01--ANNUAL REPORT View image In PDF format 03/03/2005--ANNUAL REPORT View image in PDF format 03/01/2004-ANNUAL REPORT View image in PDF format 028/2003-ANNUAL REPORT View image in PDF format 03/11/2002--ANNUAL REPORT View image in PDF format 03/05/2001-ANNUAL REPORT View image in PDF format 08/15/2000-Name Change View image in PDF format 0.3L15/2000-•AN LtAL REPORT View image in PDF format 02/27/1999--ANNUAL REPORT View image in PDF format 01/27/1998-ANNUAL REPORT View image in PDF format 02/14/1997--ANNUAL REPORT View image In PDF format 03/04/1996--ANNUAL REPORT View image in PDF format 03/02/1995--ANNUAL REPORT View image in PDF format 16E1 FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT # 20-7780S for Fleet Vehicle and Equipment Maintenance and Repair Services THIS AGREEMENT, made and entered into on this �lry day of 2022 , by and between Southeast Power Systems of Fort Myers, Inc. authorized to do business in the State of Florida, whose business address is 5900 Country Lakes Drive, Fort Myers, FL 33905 _, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1 . AGREEMENT TERM. The Agreement shall commence upon the date of Board approval and terminate on December 7, 2023 or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑ . 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of • Invitation to Bid (ITB) 9-t-hcr ( )# 20-7780S including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. • The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I c,� 1 6E 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 ■ The procedure for obtaining Work under this Agreement is outlined in Exhibit A - Scope of Services attached hereto. s-AW eR# r Ii -inn ire E-xhibit/Attachment: .374I 1 i la-ea st-fer-Quet iehs:-t# of-een ; d-da -e-e elet4en anehthe 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1 . Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): mar+ d-tetati3frse-efferieg-fer a prejeEt;floe-r-i Fs-are essia aeti #eu l er—mtlet-fie to the jeet-mahager-befere-payF ent-fer--#fie--fixed--die€--ce -traet t ff-thenzed- Timid-Materials: The Counly-ag-rees-te-pay--#t amount-e-f lader- time-spy s aetefs-te-pefferm l�emwe ! -mat-eri 'a-floe-pfejeet-(east of ts-in •faeeiae�. -p raetiee s s-would-inelude-r -rmber ef--h imbur-sa-bie ■ Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). Page 2 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 1 6E 1 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.3 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4-75 (the I---i .,.app4+sate)--T-Pavel_a —F3eichlattits bf --E penses Trave4•- d -ie-advaeeee -wcit rtg y-th e*penses-sha ts M 4eage $9744,-5-pec- {e gfea4#ast $&-99 $44:00 $a-8--90 Airfare Actual ticket cent--limited— --taa-r-ist-er—esach Glass-face Rental cap d-- stalada edg i Aet with a ap"-ef-fie-fae+e-than-$-1-59:8a e fight Packing e -ttax+e as #-lingea-siae • pheae de p ge- ab4e `"hses--asseeia isi-with-aetivitres-a ad--selicitatioa-s 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C. Page 3 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 CAO 1 iE 1 "' 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Southeast Power Systems of Ft Myers, Inc. Address: 5900 Country Lakes Drive Fort Myers, FL 33905 Authorized Agent: Attention Name & Title: Cindy Tipton, Assistant General Manager Telephone: (239) 694-4197 E-Mail(s): Ctipton@se-power.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Dan Croft Division Name: Fleet Management Divison Address: 2901 County Bard Rd Naples, Florida 34112 Administrative Agent/PM: Mario Menendez Telephone: (239) 252-4170 E-Mail(s): Mario.Menendez@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 4 of 17 Filed Term Service Multi-Contractor Agreement 2022_Ver.l 16Ei 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. I Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. n Business Auto Liability: Coverage shall have minimum limits of$ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. ■ Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. Page 5of17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I 1 Ei 0, ❑ this this insurance. Such insurance shall have limits of not less than $ each &❑ r 1 iability Coveraage-shall-haye-rlmini mum limits off$ er c im. �- ❑ : Coverage shall have minimum limits of$ per claim. G- ❑ : Covcragc per claim. H. ❑ : Coverage shaf!1 ave ir�im itc of$--- per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Page 6 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 16E1 Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Fleet Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Ii Exhibit A Scope of Services, Exhibit B Fee Schedule, RF-R/ n ITB/Il Other #20-7780S , including Exhibits, Attachments and Addenda/Addendum, etibsegeht quotes, and n Other Exhibit/Attachment: Federal Contract Provisions and Assurances 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311 . Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, Page 7 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I 16E1 including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest a(�colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. Page 8 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I 1 Ei All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21 . OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. Page 9 of 17 Fixed Term Service Multi-Contractor Agreement 2022Ver.I S 16E1 25. n WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. n TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. ■ PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due to Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. Page 10 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 16E1 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31 . ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. n K-E faet fls-pefsenreel-aka,agernen-t-tea--be- ii4ize l—fsr b r-lery at-ee pe#eRt ha l--as igfi -per ele-r +feb-ser iee Page 11 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.1 16Ei • tfbst,a et-teF- do y-�s-netif+ed-+�-wr-�t�g-a�-f�r-�-adar��a�s�es�ba�- ► fy- if seven (7) days of the change. The Catty-f o rep e enzreat rsene ■ AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. n ORDER--OF I REO-EOENGE.--to-tfae-evertt--f aey core#1,fot-between-or rorag #ems of any-e#-tl e-Ceet oot-Deets eats-,--tile--terms--ef--soki on--the--Gentraotor o-RFoposal aed/er,-t ceotive--S+Inctr tic Contract Dent r en etl tal e- feeeEenee- ■ ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time Page 12 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver 1 16E1 period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. 38. n SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank -signature page to follow) Page 13 of 17 Fixed"Perm Service Multi-Contractor Agreement 2022_Ver.I 1 ; E1 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of the Circuit COLLIER COli : ' BA Court and Comptroller r .1„) 401111. B By: ; �' Willi., L. McDaniel Jr. , Chairman Dated: . aci,3 it S, t tkot signature onlya Contractor's Witnesses: Southeast Power Systems of Ft Myers, Inc. Contractor DBA By: S ../\ 4ctorsirWnes' s Snat/{-( ? -6 TType/print signature and title T ype/pri t witness ameT Jc a 1-21.3`-�� ntractor's Second Witne'�' kuN nS TType/print witness nameT Ap ved as to rm' nd Legality: County Attorney rint Name Page 14 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I (-NO l6Ei Exhibit A Scope of Services IIIfollowing this page (pages 1 through 2 ) n this exhibit is not applicable Page 15 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.I 1 Ei Invitation to Bid (ITB) #20-7780S "Fleet Vehicle and Equipment Maintenance and Repair Services" EXHIBIT A SCOPE OF SERVICES BACKGROUND Collier County has a diverse assortment of vehicles and equipment that on occasion require maintenance and repairs services, including providing parts and accessories that can only come from regional dealerships or specialty service companies. These services augment the Fleet Division maintenance personnel as there may be some specialty areas that are beyond the capabilities, scope, or efficiencies of the Fleet Management Division. Those services/repairs may include, but not be limited, labor, diagnostics, and purchases of repair parts/accessories and other items. On these occasions,prearranged service agreements are needed to expedite repairs and lessen equipment downtime. The purpose of this Agreement is to furnish the stated services/repairs and/or parts/accessories. DETAILED SCOPE OF WORK Contractors under this Agreement shall act as Original Equipment Manufacturers (OEM) representatives to complete services and repairs, including parts and accessories, to County vehicles and fleet equipment, on an as needed basis. Work will vary from minor to major mechanical work. Contractors under this agreement are awarded on a primary/secondary basis on a line-by-line basis per category as established in Exhibit B Fee Schedule. A. Work Provisions may include: 1. Provide services and repairs, including parts and accessories according to the OEM specifications and to be completed in a quality manner. If an OEM equivalent part can be used and not affect current warranty terms, then the equivalent part may be approved by the Fleet Division in writing. 2. Provide for standard warranty of labor and/or parts/accessories purchased. 3. Provide all material, labor and equipment necessary in performing services in connection with repair and/or maintenance of County vehicles/equipment. 4. Provide an invoice which includes the following: a. Vehicle VIN number, County asset number and description; b. Purchase Order number; c. Number of labor hours and hourly rate and extended to the total labor cost for the service/repair; d. Manufacturers Suggested Retail Pricing(MSRP)cost for parts/accessories provided minus the discount and extended to the total materials cost. If the MSRP is not listed on the invoice,the vendor must identify a price list source for price comparisons. e. Mileage: If applicable, number of miles with rate for pick-up and/or delivery of disabled or repaired vehicle/equipment and the total number of miles and extended to the total cost of mileage. 5. The Contractor shall provide secure storage of the County's vehicles, heavy equipment and machinery sent for repair. Secure storage is defined as an area or areas that will prevent damage from acts of vandalism, criminal damage,theft, or weather. B. FEE Schedule Instructions: 1. Category A: A vehicle/equipment which is serviced at the Contractor's place of business. The labor rate is to be inclusive of all wages, overhead, profit, indirect costs, and miscellaneous shop supplies. State and Federal mandated fees (i.e. pollution and environmental fees) are allowed on certain parts and services and are considered passthrough charges. 2. Category B: "Road Call"a vehicle/equipment which is serviced at any location which is not at the Contractor's place of business, this may include any Collier County Property, Collier County job sites or at the location the vehicle/equipment is deemed disabled. The labor rate is to be inclusive of all wages, overhead, profit, indirect costs,miscellaneous shop supplies,fuel and travel expenses. State and Federal mandated fees(i.e.pollution and Page 1 of 2 Exhibit A—Scope of Services 16E1 Invitation to Bid (ITB) #20-7780S "Fleet Vehicle and Equipment Maintenance and Repair Services" environmental fees)are allowed on certain parts and services and are considered passthrough charges 3. Discount on parts and/or accessories and mileage rate for price per mile for pick up and/or delivery of vehicle and/or equipment established in Exhibit B Fee Schedule. If a Contractor has an existing contract with Collier County for parts and/or accessories,then the discounted rate under that existing contract will be honored for all items purchased during services/repairs, unless a higher discount rate is offered under this Agreement. This is an indefinite quantity term contract with no guaranteed volume, minimum or maximum of quantity to be purchased. Prices shall remain firm for the initial term of this Agreement. Page 2 of 2 Exhibit A— Scope of Services 1 E Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement 2022 Ver.I 16Ei vv 0 ro •n •airo T3 O 0 ra 0 CCCCC 0 0 E E 0 0 0. 0 0 ,WI sn. 2 2 vy, oy N f iiµ N;(0 f/1 vY in0 6 v1 LA N V1 V1 v1 v1 LA al vl N Al N N Al N Al Al N N V x H H H ,-.I , '-I . .a -3 VT VT VT VT N VT VT N VT VT C O a y _b p n E u ,p b° ni T C - a r I/O b > o `o m N 2 1 -T = � Cw L)� L 3 L O. 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(-NJ a - ' a v xx a' L p ` O ..- cc m . _ y .0I - a. z o L =— 6'O C E 4 •CO - F E y oE `B,o coa h o O m 3 o.y .a n,c E r,ys,ii., .,...., C 0 CO C u E z iF a o C ; a - _ - a N u m E. oo c E C -o z — 0 w — w 0 E in w 2 `w E E " a 2° z • 3 E « N g ° 9 E o W w ' O co o z z v z 0 E E z o a a a.+ u U Q• ? ? " i i z o o a 0 16E1 Other Exhibit/Attachment Description: Federal Contract Provisions and Assurances n following this page (pages 1 through 33 n this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement 2022_Ver.l 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL TRANSIT ADMINISTRATION CFDA 20.507 (URBANIZED AREA FORMULA FUNDING) CFDA 20.526 (BUS AND BUS FACILITIES PROGRAM) CONTRACTOR COMPLIANCE OVERVIEW AND REQUIREMENTS The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract, the Supplemental Conditions shall govern. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract. The services performed under 49 U.S.C. 5307 by the awarded Contractor shall follow all applicable grantor regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1) The contractor (including all subcontractors) must insert these contract provisions in each lower tier contracts (e.g. subcontract or sub-agreement); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. STATUTORY AUTHORITY Urbanized Area Formula Program a. Federal Transit Laws, Title 49 U.S.C. 5307 b. 49 CFR 1.51 Bus and Bus Facilities Program c. 49 U.S.C. 5339 (Fixing America's Surface Transportation (FAST) Act), Public Law No. 114- 94. PROGRAM OVERVIEW The Urbanized Area Formula Program, codified at 49 U.S.C. 5307 ("Section 5307"), is authorized under the provisions set forth in the Moving Ahead for Progress in the 21st Century Act (MAP- 21), Public Law 112-141. FTA OVERSIGHT The COUNTY may be subject to a triennial, state management or other regularly scheduled comprehensive review to evaluate performance to determine recipient program and certification compliance. FCP-1 1eE1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES APPLICABLE FTA PROVISIONS CONTRACT CLAUSE ASSURANCE Z 1. Access to Records and Reports ❑ 2. Americans with Disabilities Act ❑ 3. Bonding ❑ 4. Bus Testing Certification and Report ❑ 5. Buy America Certifications>$150K ❑ 6. Cargo Preference ® 7. Civil Rights Laws and Regulations(EEO,Title VI,&ADA) ® 8. Clean Air Act and Federal Water Pollution Control Act ® 9. Contract Work Hours and Safety Standards Act ❑ 10. Construction Site Safety ❑ 11. Copeland Anti-Kickback Act Section 1 and 2 ❑ 12. Davis Bacon Act Wage Determination Included ® 13. Debarment and Suspension ® 14. Disadvantaged Business Enterprises Anticipated DBE/Bidders List ® 15. Domestic Preferences for Procurements ® 16. Energy Conservation • 17. Federal Changes and Notices ® 18. Federal Tax Liability and Recent Felony Convictions ❑ 19. Fly America ® 20. Incorporation of Federal Transit Administration(FTA)Terms ❑ 21, ITS National Standards ® 22. Lobbying(Anti-Byrd) Certification ® 23. No Government Obligation to Third Parties ❑ 24. Pre-Award and Post Delivery Audits of Rolling Stock Purchases Certifications ® 25. Patent Rights,Rights in Data and Copyrights ❑ 26. Privacy Act Z 27. Program Fraud and False or Fraudulent Statements and Related Acts ❑ 28. Prohibition on Certain Telecommunications,Video Surveillance Services or Equipment ® 29. Prompt Payment and Return of Retainage ❑ 30. Recycled Products ® 31. Safe Operation of Motor Vehicles ❑ 32. Seismic Safety ❑ 33. Special DOL EEO Clause for Construction Contracts Z 34. Special Notification Requirements for States(State Grants) ® 35. Special Provision for Promoting COVID-19 Safety ® 36. Termination 37. Transit Operations a. Charter Service ❑ b. Drug and Alcohol Testing c. Public Transit Employee Protective Arrangements d. School Bus Operations ❑ 38. Veterans Preference ❑ 39. Violation and Breach of Contract FCP-2 16Ei EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES 1. ACCESS TO RECORDS AND REPORTS (Applies to Subcontracts at Every Tier) a. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third- party agreements of any type, and supporting materials related to those records. b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. 2. ACCESSIBILITY (ADA) Facilities to be used in public transportation service must comply with the American with Disabilities Act, 42 U.S.C. § 12101 et seq.; DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. part 37; and Joint Access Board/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. part 1192 and 49 C.F.R. part 38. Notably, DOT incorporated by reference into Appendix A of its regulations at 49 C.F.R. part 37 the Access Board's "Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities. DOT also added specific provisions to Appendix A of 49 C.F.R. part 37 modifying the ADAAG with the result that buildings and facilities must comply with both the ADAAG and the DOT amendments. 3. BONDING REQUIREMENTS (Applies to Subcontracts at Every Tier Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to the COUNTY and listed as a company currently authorized under 31 C.F.R. part 223 as possessing a Certificate of Authority as described thereunder. Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by the COUNTY to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of [one hundred twenty (120)] days subsequent to the opening of bids, without the written consent of the COUNTY. It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within [one hundred twenty (120)] days after the bid opening without the written consent of the COUNTY, shall refuse or be unable to enter into this Contract, as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of 'COUNTY's damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by the COUNTY as provided in[Item x"Bid Security"of the Instructions to Bidders]) shall prove inadequate to fully recompense the COUNTY for the damages occasioned by default, then the undersigned bidder agrees to indemnify the COUNTY and pay over to the COUNTY the difference between the bid security and (Recipient's) total damages, so as to make the COUNTY whole. FCP-3 coA 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES The undersigned understands that any material alteration of any of the above or any of the material contained on this form, other than that requested will render the bid unresponsive. Performance and Payment Bonding Requirements (Construction) A contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever, and in such amounts, as required by statute or otherwise as deemed necessary by the Purchasing Director. An irrevocable letter of credit from a financial institution operating within the State of Florida(or other alternative forms of surety as permitted under Florida law) may be sufficient in place of the performance bond if so provided for in the bid and contract documents. All such bonds or letters of credit shall be approved as to form by the County Attorney. A. Contractor shall provide Performance and Payment Bonds in the amount of 100% of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at https://www.fiscal.treasury.gov/fsreports/ref/suretyBnd/c570.htm. Should the Contract Amount be less than $500,000, the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The COUNTY shall determine the amount of the advance payment bond necessary to protect the COUNTY. Patent Infringement Bonding Requirements (Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful. The COUNTY shall determine the amount of the patent indemnity to protect the COUNTY. Warranty of the Work and Maintenance Bonds 1. The Contractor warrants to the COUNTY, the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by the COUNTY, free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the COUNTY Project Manager, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe, substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one (1) year after Final Payment by the COUNTY and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to the COUNTY. As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below], furnish separate Maintenance (or Guarantee) Bonds in form acceptable to the COUNTY written by the same corporate surety that provides the Performance Bond and Labor and Material Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT (100%) of the CONTRACT SUM, as adjusted (if at all). FCP-4 ct o 1 EZ EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES 4. BUS TESTING The Contractor [Manufacturer] agrees to comply with the Bus Testing requirements under 49 U.S.C. 5318(e) and FTA's implementing regulation at 49 C.F.R. part 665 to ensure that the requisite testing is performed for all new bus models or any bus model with a major change in configuration or components, and that the bus model has achieved a passing score. Upon completion of the testing, the contractor shall obtain a copy of the bus testing reports from the operator of the testing facility and make that report(s) publicly available prior to final acceptance of the first vehicle by the recipient. 5. BUY AMERICA REQUIREMENT (Applies to Subtracts.) The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and includes microprocessors, computers, microcomputers, or software, or other such devices, which are used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (Attachments) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. The small purchase waiver is now included in 49 U.S.0 5323(j)(13) and provides that the term "small purchase" means a purchase of not more than $150,000. The small purchase waiver applies to purchases of $150,000 or less, regardless of the size of the project. Therefore, purchases made with FTA financial assistance, including capital, planning, or operating assistance, are subject to the waiver. Compliance with FTA's Buy America requirements shall be deemed to satisfy 2 CFR 200.322, "Domestic Preferences for Procurements. 6. CARGO PREFERENCE REQUIREMENTS (Applies to Subcontracts) Use of United States-Flag Vessels The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill-of-lading.); and c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 7. CIVIL RIGHTS LAWS AND REGULATIONS The following requirements apply to the underlying contract and all subcontracts at every tier: CIVIL RIGHTS AND EQUAL OPPORTUNITY The COUNTY is an Equal Opportunity Employer. As such, the COUNTY agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the COUNTY agrees to comply with the requirements of 49 U.S.C. FCP-5 16Ei EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following Federal Civil Rights laws and regulations and shall include these requirements in each subcontract entered into as part thereof. I. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, gender identity or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. II. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor(U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. III. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. IV. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. §794,the Americans with Disabilities Act of 1990, as amended,42 U.S.C. § 12101 et seq.,the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 8. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT (Applies to Subcontracts OVER$150,000 at Every Tier) The Contractor agrees: 1) It will not use any violating facilities; 2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA"List of Violating Facilities;" 3) It will report violations of use of prohibited facilities to FTA; and 4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 —7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). 5) The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. 9. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (Applies to Subcontracts at Every Tier) For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, the Contractor shall comply with the Contract Work Hours and Safety Standards Act(40 U.S.C. §§ 3701-3708), as supplemented by the DOL regulations at 29 C.F.R. part 5. Under 40 U.S.C. § 3702 of the Act, the Contractor shall compute the wages of every mechanic and laborer, including watchmen and guards, on FCP-6 1fEl EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence. In the event of any violation of the clause set forth herein, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, the Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of this clause in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause. The FTA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in this section. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement. Contract Work Hours and Safety Standards for Awards Not Involving Construction The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. part 5. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. 10. CONSTRUCTION SITE SAFETY The Contractor will comply with all federal laws, regulations, and requirements providing protections for construction employees involved in each Project or related activities with federal assistance provided through the Underlying Agreement, including U.S. DOL regulations, "Recording and Reporting Occupational Injuries and Illnesses," 29 C.F.R. part 1904; "Occupational Safety and Health Standards," 29 C.F.R. part 1910; and "Safety and Health Regulations for Construction," 29 C.F.R. part 1926. FCP-7 16Ei EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES 11. COPELAND ANTI-KICKBACK ACT For all construction contracts >$2,000, the Contractor agrees to comply with the Copeland "Anti Kickback" Act(Copeland Act) provisions. The Contractor shall also comply with the Copeland "Anti-Kickback"Act(40 U.S.C. § 3145), as supplemented by DOL regulations at 29 C.F.R. part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States." The Contractor is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The Copeland "Anti Kickback"Act (Copeland Act) is divided into two sections. Section 1 of the Copeland "Anti-Kickback"Act, at 18 U.S.C. § 874, prohibits anyone from inducing, by any means, any person employed on construction, prosecution, completion, or repair of a federally assisted building or work, to give up any part of his or her compensation to which he or she is otherwise entitled. Section 2 of that Act, at 40 U.S.C. § 3145, and implementing DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States," 29 C.F.R. part 3, imposes record keeping requirements on all third party contracts for construction, alteration, or repair exceeding $2,000. Under Appendix II to 2 C.F.R. part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, recipients' third party contracts must include a provision for compliance with the Copeland "Anti-Kickback" Act, as amended, and implementing DOL regulations. 12. DAVIS BACON ACT The U.S. Department of Labor Wage Rates applicable to the Contract is listed in Wage Rate Decision as modified up through ten days prior to the opening of bids. This Wage Rate Decision appears in its entirety at the end of this Exhibit if applicable. For all prime construction, alteration or repair contracts in excess of$2,000 awarded by FTA, the Contractor shall comply with the Davis-Bacon Act. Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed on FTA assisted construction, alteration, or repair projects. The Contractor will comply with the Davis-Bacon Act,40 U.S.C. §§3141-3144, and 3146-3148 as supplemented by Department of Labor regulations (29 C.F.R. part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). In accordance with the statute, the Contractor shall pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, the Contractor agrees to pay wages not less than once a week. (1) Minimum wages - (i)All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and FCP-8 1 Ei EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4)With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(ii) (B)or(C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person,the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. FCP-9 1 E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1)The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(v) (B)or(C)of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2) Withholding — Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the Collier County may, after written notice to the contractor, sponsor, applicant, or owner,take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or FCP-10 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i)of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a"Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such information is correct and complete; (2)That each laborer or mechanic(including each helper, apprentice, and trainee)employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D)The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii)The contractor or subcontractor shall make the records required under paragraph (a)(3)(i)of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency FCP-1 1 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity-The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements - The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts -The contractor or subcontractor shall insert in any subcontracts the clauses contained FCP-12 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment -A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements -All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility - (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 13. DEBARMENT AND SUSPENSION (Applies to Subcontracts of Any Tier) The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e)Voluntarily excluded from participation in any federally assisted Award; or f) Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the AGENCY. If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. FCP-13 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. If a current or prospective legal matter that may affect the Federal Government emerges, the Recipient must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the Recipient is located. The Recipient must include a similar notification requirement in its Third Party Agreements and must require each Third Party Participant to include an equivalent provision in its subagreements at every tier, for any agreement that is a "covered transaction" according to 2 C.F.R. §§ 180.220 and 1200.220. 14. DISADVANTAGED BUSINESS ENTERPRISE (Applies to Subcontracts at Every Tier) It is the policy of the Collier County Board of County Commissioners (BCC) to ensure that Disadvantaged Business Enterprises (DBE)s are defined in 49 C.F.R. part 26, have an equal opportunity to receive and participate in Department of Transportation (DOT)—assisted contracts. It is also the County's policy to: 1. Ensure nondiscrimination in the award and administration of DOT—assisted contracts; 2. Create a level playing field on which DBEs can compete fairly for DOT-assisted contracts; 3. Ensure that the DBE Program is narrowly tailored in accordance with applicable law; 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBEs; 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6. Assist the development of firms that can compete successfully in the market place outside the DBE Program. This Contract is subject to 49 C.F.R. part 26. Therefore, the Contractor must satisfy the requirements for DBE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. Contract Assurance The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, gender identity or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as the COUNTY deems appropriate. DBE Participation For the purpose of this Contract, the COUNTY will accept only DBE's who are: 1. Certified by the Florida Unified Certification Program; 2. An out-of-state firm who has been certified by either a local government, state government or Federal government entity authorized to certify DBE status or an agency whose DBE certification process has received FTA approval; or, 3. Certified by another agency approved by the COUNTY. DBE Participation Goal Collier Area Transit's goal for DBE participation is 1.77%. A separate contract goal has not been established for this procurement. Proposed Submission Each Bidder/Offeror, as part of its submission, shall complete an Anticipated DBE Statement that indicates the percentage and dollar value of the total bid/contract amount to be supplied by Disadvantaged Business Enterprises with whom the Bidder/Offeror intends to contract with for the performance of portions of the work under the Contract. Each Bidder/Offer shall also submit a Bid Opportunity List. FCP-14 1 6E 1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Monitoring and Enforcement The COUNTY shall monitor the Contractor's DBE compliance during the life of the Contract. It will be the responsibility of the Contractor to submit Subcontractor Payment Reports to the COUNTY with each pay application that summarize the total DBE value of the Contract if DBE participation occurs. These reports shall provide the following details: • DBE utilization established for the Contract; • Total value of expenditures with DBE firms for the period; • The value of expenditures with each DBE firm for the period by race and gender; • Total value of expenditures with DBE firms from inception of the Contract; and • The value of expenditures with each DBE firm from the inception of the Contract by race and gender. The Contractor shall not terminate DBE subcontractor(s)without the COUNTY's prior written consent. The COUNTY may provide such written consent only if the Contractor has good cause to terminate the DBE firm. Before transmitting a request to terminate, the Contractor shall give notice in writing to the DBE subcontractor of its intent to terminate and the reason for the request. The Contractor shall give the DBE five days to respond to the notice and advise of the reasons why it objects to the proposed termination. When a DBE subcontractor is terminated or fails to complete its work on the Contract for any reason, the Contractor shall make good faith efforts to find another DBE subcontractor to substitute for the original DBE and immediately notify the COUNTY in writing of its efforts to replace the original DBE. These good faith efforts shall be directed at finding another DBE to perform at least the same amount of work under the Contract as the DBE that was terminated, to the extent needed to meet the Contract goal established for this procurement. Failure to comply with these requirements will be in accordance with the Sanctions for Violations section below. Recordkeeping The prime contractor must maintain records and documents of payments to DBEs for three years following the performance of the contract. The records will be made available for inspection upon request by any authorized representative of the COUNTY or DOT. This reporting requirement also extends to any certified DBE subcontractor. DBE Program and Directory Information The combined statewide directory, identifying all firms eligible to participate as a certified DBE, may be located at the Florida Department of Transportation website. https://fdotxwp02.dot.state.fl.us/EqualOpportunityOfficeBusinessDirectory/CustomSearch.aspx Additional information on Collier Area Transit's DBE Program can be found at CAT's website http://www.colliergov.net/your-government/divisions-f-r/public-transit-neighborhood-enhancement/our- services-/col l ier-area-transit-cat/d be 15. DOMESTIC PREFERENCE FOR PROCUREMENTS a) As appropriate and to the extent consistent with law,the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States(including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. (b) For purposes of this section: (1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 16. ENERGY CONSERVATION (Applies to Subcontracts at Every Tier) FCP-15 1 6 E 1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 17. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 18. FEDERAL TAX LIABILITY AND FELONY CONVICTIONS (Applies to all contracts and subcontracts.) (1) Transactions Prohibited. (i) Prior to any award, the County will obtain from the prospective Contractor a certification that the Contractor— (A) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (B)Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months. (ii) If the Contractor cannot so certify, the County agrees to refer the matter to the FTA and not to enter into any agreement with the Contractors without FTA's written approval. (2) The County agrees to require all Contractors to flow this requirement down to participants at all lower tiers, without regard to the value of any subagreement. 19. FLY AMERICA (Applies to Subcontracts) The Contractor agrees to comply with the following: a) Definitions. As used in this clause-- • "International air transportation" means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. • "United States" means the 50 States, the District of Columbia, and outlying areas. • "U.S.-flag air carrier" means an air carrier holding a certificate under 49 U.S.C. Chapter 411. b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974(49 U.S.C. 40118)(Fly America Act) requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services. c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property. d) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR §47.403. [State reasons]: e) The Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation. FCP-I6 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES 20. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS (Applies to Subcontracts) The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT,whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any COUNTY requests which would cause the COUNTY to be in violation of the FTA terms and conditions. 21. ITS NATIONAL STANDARDS Intelligent Transportation Systems (ITS) project shall conform to the National ITS Architecture and standards. Conformance with the National ITS Architecture is interpreted to mean the use of the Nation ITS Architecture to develop a regional ITS architecture support of integration and the subsequent adherence of all ITS projects to that regional ITS architecture. Development of the regional ITS architecture should be consistent with the transportation planning process for Statewide and Metropolitan Transportation Planning (49 CRD Part 613 and 621). 22. LOBBYING Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. Executive lobbying costs. Costs incurred in attempting to improperly influence either directly or indirectly, an employee or officer of the executive branch of the Federal Government to give consideration or to act regarding a Federal award or a regulatory matter are unallowable. Improper influence means any influence that induces or tends to induce a Federal employee or officer to give consideration or to act regarding a Federal award or regulatory matter on any basis other than the merits of the matter. 23. NO GOVERNMENT OBLIGATION TO THIRD PARTIES The Contractor shall acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Recipient, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions 24. PRE-AWARD AND POST DELIVERY AUDITS OF ROLLING STOCK PURCHASES The Contractor agrees to comply with 49 U.S.C. §5323(m)and FTA's implementing regulation at 49 C.F.R. part 663. The Contractor shall comply with the Buy America certification(s) submitted with its proposal/bid. The Contractor agrees to participate and cooperate in any pre-award and post-delivery audits performed pursuant to 49 C.F.R. part 663 and related FTA guidance. 25. PATENT RIGHTS, RIGHTS IN DATA AND COPYRIGHTS REQUIREMENTS Intellectual Property Rights This project is funded through a Federal award with FTA for experimental, developmental, or research work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the COUNTY intellectual property access and FCP-17 16E1 " EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by FTA or U.S. DOT. The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Agreement and shall, at a minimum, include the following restrictions: Except for its own internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or approved the release of such data to the public. This restriction on publication, however, does not apply to any contract with an academic institution. For purposes of this agreement, the term "subject data" means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract. Examples of "subject data" include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract. 1. The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for"Federal Government Purposes," any subject data or copyright described below. For "Federal Government Purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent,the Federal Government may not extend its Federal license to any other party. a.Any subject data developed under the Contract,whether or not a copyright has been obtained; and b. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA. 2. Unless FTA determines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of the Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct. 3. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. The Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. 4. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. 5. Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time of delivery of the Contract work. 6. The Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance. 26. PRIVACY ACT REQUIREMENTS Applicability—When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier,the Privacy Act requirements apply to all contracts except micropurchases ($10,000 or less, except for construction contracts over $2,000). FCP-18 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1)The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2)The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 27. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS (Applies to subcontracts at every tier) (i) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies,"49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (ii)The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C.§5323(1)on the Contractor,to the extent the Federal Government deems appropriate. (iii) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 28. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT The Federal awarding agency prohibits the County to enter into a contract to procure or obtain equipment, services or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (i)(iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (b) In FCP-19 1 6 E 1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained. (c) See Public Law 115-232, section 889 for additional information. § 200.471 Telecommunication Costs and Video Surveillance Costs a) Costs incurred for telecommunications and video surveillance services or equipment such as phones, internet, video surveillance, cloud servers are allowable except for the following circumstances: b) Obligating or expending covered telecommunications and video surveillance services or equipment or services as described in § 200.216 to: 1. Procure or obtain, extend or renew a contract to procure or obtain; 2. Enter into a contract (or extend or renew a contract) to procure; or 3. Obtain the equipment, services, or systems 29. PROMPT PAYMENT AND RETURN OF RETAINAGE (49 C.F.R. part 26) Prompt Payment: The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. Retainage: If retainage from DBE subcontractors is allowed per the contract, the prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed.Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the COUNTY. 30. RECYCLED PRODUCTS (Applies to subcontracts at every tier for purchases$10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000.) Recovered Materials. The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials,"40 C.F.R. part 247. 31. SAFE OPERATION OF MOTOR VEHICLES (Applied to Subcontracts at Every Tier) Seat Belt Use The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms "company-owned" and "company-leased" refer to vehicles owned or leased either by the Contractor or AGENCY. Distracted Driving The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement. 32. SEISMIC SAFETY REQUIREMENTS (Applies to subcontractors) The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 33. SPECIAL DEPT. OF LABOR EEO CLAUSE FOR CONSTRUCTION CONTRACTS FCP-20 CAG 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (Applies to contracts and subcontracts >$10,000) Equal Employment Opportunity Requirements for Construction Activities. The Contractor will comply, when undertaking "construction" as recognized by the U.S. Department of Labor(U.S. DOL), with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and (b) Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. [(FTA Master Agreement(24), 10-1-2017; § 12.d(3)] 34. SPECIAL NOTIFICATION REQUIREMENTS FOR STATES (STATE GRANT PROVISIONS) Equal Employment Opportunity: The Contractor shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to,the following: Employment upgrading, demotion,or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractors must insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. Interest of Members of Congress: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising there from. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for two years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards, and commissions established under the laws of any State. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or a state agency. Restrictions: During the performance of this contract, the following provisions are to be included in each subcontract entered into pursuant to this contract: a)A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. b) In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Employment Eligibility (Using E-Verify): FCP-21 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES a) Shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the Agreement; and b) Shall expressly require any contractors and 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 of all new employees hired by the contractor or subcontractor during the Agreement term. 35. SPECIAL PROVISION FOR PROMOTING COVID-19 SAFETY Compliance with CDC Mask Order. The Centers for Disease Control and Prevention ("CDC") Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances and at Transportation Hubs ("CDC Mask Order"), is within the meaning of"Federal Requirement" as that term is defined. One of the objectives of the CDC Mask Order is "[maintaining a safe and operating transportation system.]" The COUNTY agrees that it will comply, and will require all Contractors and Subcontractors to comply, with the CDC Mask Order. 36. TERMINATION (Applies to Subcontracts at Every Tier in Excess of$10,000) All contracts in excess of $10,000 must address termination for cause and for convenience by the non- Federal entity including the manner by which it will be effected and the basis for settlement. TERMINATION FOR CONVENIENCE (GENERAL PROVISION) Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 1. TERMINATION FOR DEFAULT 1.1 Contractor shall be considered in material default of the Agreement and such default shall be considered cause for Owner to terminate the Agreement, in whole or in part, as further set forth in this Section, if Contractor: (1) fails to begin the Work under the Contract Documents within the time specified herein; or(2)fails to properly and timely perform the Work as directed by the Project Manager or as provided for in the approved Progress Schedule; or(3)performs the Work unsuitably or neglects or refuses to remove materials or to correct or replace such Work as may be rejected as unacceptable or unsuitable; or (4) discontinues the prosecution of the Work; or (5) fails to resume Work which has been suspended within a reasonable time after being notified to do so; or(6) becomes insolvent or is declared bankrupt, or commits any act of bankruptcy; or(7) allows any final judgment to stand against it unsatisfied for more than ten (10) days; or (8) makes an assignment for the benefit of creditors; or (9) fails to obey any applicable codes, laws, ordinances, rules or regulations with respect to the Work; or (10) materially breaches any other provision of the Contract Documents. 1.2 Owner shall notify Contractor in writing of Contractor's default(s). If Owner determines that Contractor has not remedied and cured the default(s) within seven (7) calendar days following receipt by Contractor of said written notice or such longer period of time as may be consented to by Owner in writing and in its sole discretion, then Owner, at its option, without releasing or waiving its rights and remedies against the Contractor's sureties and without prejudice to any other right or remedy it may be entitled to hereunder or by law, may terminate Contractor's right to proceed under the Agreement, in whole or in part, and take possession of all or any portion of the Work and any materials, tools, equipment, and appliances of Contractor, take assignments of any of Contractor's subcontracts and purchase orders, and complete all or any portion of Contractor's Work by whatever means, method or agency which Owner, in its sole discretion, may choose. FCP-22 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES 1.3 If Owner deems any of the foregoing remedies necessary, Contractor agrees that it shall not be entitled to receive any further payments hereunder until after the Project is completed. All moneys expended and all of the costs, losses, damages and extra expenses, including all management, administrative and other overhead and other direct and indirect expenses (including Design Professional and attorneys' fees) or damages incurred by Owner incident to such completion, shall be deducted from the Contract Amount, and if such expenditures exceed the unpaid balance of the Contract Amount, Contractor agrees to pay promptly to Owner on demand the full amount of such excess, including costs of collection, attorneys' fees (including appeals) and interest thereon at the maximum legal rate of interest until paid. If the unpaid balance of the Contract Amount exceeds all such costs, expenditures and damages incurred by the Owner to complete the Work, such excess shall be paid to the Contractor. The amount to be paid to the Contractor or Owner, as the case may be, shall be approved by the Project Manager, upon application, and this obligation for payment shall survive termination of the Agreement. 1.4 The liability of Contractor hereunder shall extend to and include the full amount of any and all sums paid, expenses and losses incurred, damages sustained, and obligations assumed by Owner in good faith under the belief that such payments or assumptions were necessary or required, in completing the Work and providing labor, materials, equipment, supplies, and other items therefore or re-letting the Work, and in settlement, discharge or compromise of any claims, demands, suits, and judgments pertaining to or arising out of the Work hereunder. 1.5 If, after notice of termination of Contractor's right to proceed pursuant to this Section, it is determined for any reason that Contractor was not in default, or that its default was excusable, or that Owner is not entitled to the remedies against Contractor provided herein, then the termination will be deemed a termination for convenience and Contractor's remedies against Owner shall be the same as and limited to those afforded Contractor under Section 19 below. 1.6 In the event (i) Owner fails to make any undisputed payment to Contractor within thirty (30) days after such payment is due or Owner otherwise persistently fails to fulfill some material obligation owed by Owner to Contractor under this Agreement, and (ii) Owner has failed to cure such default within fourteen (14) days of receiving written notice of same from Contractor, then Contractor may stop its performance under this Agreement until such default is cured, after giving Owner a second fourteen (14) days written notice of Contractor's intention to stop performance under the Agreement. If the Work is so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the Contractor or its Subcontractors or their agents or employees or any other persons performing portions of the Work under contract with the Contractor or any Subcontractor, the Contractor may terminate this Agreement by giving written notice to Owner of Contractor's intent to terminate this Agreement. If Owner does not cure its default within fourteen (14) days after receipt of Contractor's written notice, Contractor may, upon fourteen (14) additional days'written notice to the Owner, terminate the Agreement and recover from the Owner payment for Work performed through the termination date, but in no event shall Contractor be entitled to payment for Work not performed or any other damages from Owner. 2. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION 2.1 Owner shall have the right to terminate this Agreement without cause upon seven (7)calendar days written notice to Contractor. In the event of such termination for convenience, Contractor's recovery against Owner shall be limited to that portion of the Contract Amount earned through the date of termination, together with any retainage withheld and reasonable termination expenses incurred, but Contractor shall not be entitled to any other or further recovery against Owner, including, but not limited to, damages or any anticipated profit on portions of the Work not performed. 2.2 Owner shall have the right to suspend all or any portions of the Work upon giving Contractor not less than two (2) calendar days' prior written notice of such suspension. If all or any portion of the Work is so suspended, Contractor's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in the Contract Documents. In no event shall the Contractor be entitled to any additional compensation or damages. Provided, however, if the ordered suspension FCP-23 1 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES exceeds six(6) months, the Contractor shall have the right to terminate the Agreement with respect to that portion of the Work which is subject to the ordered suspension. 37. TRANSIT OPERATIONS a. CHARTER SERVICE The contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r) and 49 C.F.R Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under: 1. Federal transit laws, specifically 49 U.S.C. § 5323(d); 2. FTA regulations, "Charter Service," 49 C.F.R. part 604; 3. Any other federal Charter Service regulations; or 4. Federal guidance, except as FTA determines otherwise in writing. The contractor agrees that if it engages in a pattern of violations of ETA's Charter Service regulations, FTA may require corrective measures or impose remedies on it. These corrective measures and remedies may include: 1. Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA; 2. Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA's Charter Service regulations; or 3. Any other appropriate remedy that may apply. The contractor should also include the substance of this clause in each subcontract that may involve operating public transit services. b. DRUG AND ALCOHOL TESTING The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the Florida Department of Transportation, or the COUNTY, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 655 and review the testing process. The contractor agrees further to certify and submit annually its compliance with Parts 655, Florida Statute 341.061, and Rule 14-90 Florida Administrative Code before January 20th to the Public Transit & Neighborhood Enhancement Division Director. To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. The certification will also include compliance with its adopted System Safety and Security Program Plan pursuant to Florida Rule Chapter 14-90. c. PUBLIC TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS The Contractor agrees to comply with the following employee protective arrangements of 49 U.S.C. § 5333(b): 1. U.S. DOL Certification. Under this Contract or any Amendments thereto that involve public transportation operations that are supported with federal assistance, a certification issued by U.S. DOL is a condition of the Contract. 2. Special Warranty. When the Contract involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The U.S. DOL Special Warranty is a condition of the Contract. 3. Special Arrangements. The conditions of 49 U.S.C. § 5333(b) do not apply to Contractors providing public transportation operations pursuant to 49 U.S.C. § 5310. FTA reserves the right to make case-by- case determinations of the applicability of 49 U.S.C. § 5333(b) for all transfers of funding authorized under FCP-24 1 6 E 1 • EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES title 23, United States Code (flex funds), and make other exceptions as it deems appropriate, and, in those instances, any special arrangements required by FTA will be incorporated herein as required. d. SCHOOL BUS OPERATIONS The contractor agrees to comply with 49 U.S.C. 5323(f), and 49 C.F.R. part 604, and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses, except as permitted under: i. Federal transit laws, specifically 49 U.S.C. § 5323(f); ii. FTA regulations, "School Bus Operations," 49 C.F.R. part 605; iii. Any other Federal School Bus regulations; or iv. Federal guidance, except as FTA determines otherwise in writing. If Contractor violates this School Bus Agreement, FTA may: i. Bar the Contractor from receiving Federal assistance for public transportation; or ii. Require the contractor to take such remedial measures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, the contractor may not use federally funded equipment, vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this contract that may operate public transportation services. 38. VETERANS PREFERENCE The Contractor will give a hiring preference, to the extent practicable, to veterans (as defined in 5 U.S.0 Section 2108) who have the requisite skills and abilities to perform the construction work required under this contract. This provision shall not be understood, construed, or enforced in any manner that would require an employer to give preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with disability, or former employee. 39. VIOLATION AND BREACH OF CONTRACT (LEGAL REMEDIES, ADMIN) (Applies to subcontracts at every tier over$250,000) Disputes-Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44.102, Fla. Stats. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida,which courts have sole and exclusive jurisdiction on all such matters FCP-25 16E1 . EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES DOL WAGE RATE DECISION (IF APPLICABLE) See following pages for this document. FCP-26 1 6 E 1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES RETURN DOCUMENTS BY SOLICIATION DEADLINE 1. Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 2. Assurance Regarding Felony Conviction and Tax Delinquent Status 3. Certification regarding Lobbying 4. Conflict of Interest 5. Anticipated DBE, M/WBE or VETERAN Participation Statement 6. Acknowledgement of Grant Terms and Conditions FCP-27 1 6E 1 EXHIBIT I FEDERAL'!CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment,Suspension,and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b)of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. ‘i,'> 044 41..114 t Name Project Name ckft, Les4.0..04 — S — c> itle Project Number Firm Tax ID Number \ DUNS Number 49 on -, *' Street A dr ss,City, State, Zip attire FCP-2$ 16Eik. EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Assurance Regarding Felony Conviction and Tax Delinquent Status Prior to entering into an Agreement with any private corporation, partnership, trust,joint-stock company, sole proprietorship, or other business association, the County will obtain from the prospective Contractor the following certifications. The Contractor certifies that it a) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and b) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months. c) if awarded a contract resulting from this solicitation, it will incorporate this provision for certification in all lower tier subcontracts. If the prospective Contractor cannot so certify,the County agrees to refer the matter to FTA and not to enter into any Agreement with the Contractor without FTA's written approval Definitions Felony conviction:Felony conviction means a conviction within the preceding twenty-four(24)months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the U.S.code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. § 3559. Tax Delinquency: A tax delinquency is any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted.or ha\e lapsed,and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. Name the1.40.,a0„4 SLI Firn afxe attire _......... FCI'-29 16E1 EXHIBIT I FEDERALCONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Lobbying The undersigned certifies,to the best of his or her knowledge, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,. an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL,"Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language'.of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31,U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). A person who fails to file the required certification shall be subject to a civil penalty of not less than 0,000 and of more pan $ 00,000 for each such failure. The Contractor, 6(L ertifies or affirms the truthfulness and accuracy of each statement of its certification and d -closure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq.,„apply to this certification and disclosure, if any. In a ition, the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., ap lve ification and disclosure, if any. Signature of Contractor's Authorized Official Name of Authorized Official and Title t N Date FCI'-3b 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification tZ Collier County Solicitation No. I, OA \ �� , hereby certify that to the best of my knowledge, neither 1 nor my spouse,dependent child,general partner,or any organization for which I am serving as an officer, director, trustee, general partner or employee, !;'or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. 1 further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter,and to disclose any interest I,or anyone noted above, has in any person or organization that does become invo 'n,or is affected at a later date by,the conduct of its matter. ,•7 ame tgr ature 4 r t c, c / Position Date Privacy Act Statement Title 1 of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part. 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made:(1)to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of interest investigation or decision;(4)to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation;and(6)in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not he disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. FCP-3 1 16E1 ti EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COWER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT ;Status will be,.erthecl Umerrfable statuses will require the PR ME to either provd4 a fay.a.d.statement or prou,ne source doCLiMentation that.,a"idatec a status A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME Ft 0 NUMBER CONTRACT DOLLAR AMOUNT • S THE PR,ME 0 FLOR,DA- tiFilD MAO,At,TIGED. 'et-ERAN N 5 Ell E 4C-'1,17",OF-1•115 CONTPAC' MINOR,TI OR WOMEN BUS:N ES5 ENTEIIMSEk DBE% r corIL-Auc-ion? N •,OBEAIEEIWBEI OR,41 0.SMALL OISA.D'vAtsTAGED * ' BUSINESS SA CERTIFICAT,ON EP rrst SMALL BUSINESS M@E5 N CONSULATON; A WAIN SIRATION, A SEPVCE DISABLED WEE, I N OThEP, • OOBSA N IS TH SSLSMIS5 ON A PraltSION? N P tES,PEVSIDN NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE ha/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCEts7 OF CONTRACT VETERAN NAME SPECIALTY {See Below) DOLLAR AMOUNT DOLLARS TO-ALS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUMMER EMAIL ADDRESS OF PRIME(SUBMFTTER) TELEPHONE NUMBER FAX NUMBER 4 1 NOTE This information is used to track and report anticipated OBE MBE participation in federal yifundecl contracts The uric pared DEE or MBE amount is voluntary and will riot become part of the contractual terms. This form must be suDrnitted a:D me of,esponse to a so'citation rf and when awarded a County contract,the prime will be asked to update the information for the grant comosarire t les eniNtorty CODE Mad,American BA Hispanic American HA Native A MeriCan NA SubcOnt AS lit Ameican SAA ASian-Pacific American APA Non-tiernority'Women W'A Other:not of an other group listed 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY Of PARTMENT NAME COLLIER CONTRACT.fiftifirP or PC,.P10, GRANT FROG RA1,1,,CONTRACT ACCEPTED BY: DATE „-„- FCP-32 Ci1/4° 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms,Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement,a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Date Authorized Signature r A.. ,/ fitAe„,„. Address ,5 (01—h Solicitation/Contract t! d ' t ► /$3O S - i -b FCP-33 16E1 ReynosoAna From: GonzalezGreily Sent: Wednesday, February 16, 2022 4:50 PM To: ReynosoAna Subject: RE: In Compliance? 20-7780S: Southeast Power Systems of Ft Myers, Inc. Certificate of Insurance at Renewal Attachments: 20-7780S - Insurance Requirements.pdf; Revised COl.pdf Ana, The COI is in compliance. Thank you. Respectfully, Greily Gonzalez, ARM Manager, Risk Finance Co er County Risk Management Division 3311 Tamaimi Trail E, Bldg D, Naples, FL 34112 Ph:239.252.8914 Fax:239.252.8048 NOTE:Email Address Has Changed PROIALYSERVINO COLLIER COUNTY NCE 2011 Take the Risk Management Customer Survey Please use your iPhone to access the below QR Code. Aim at it as if you were taking a picture of it; the Survey link will pop up. Clink on the link to access the survey! z i:1 TAKE THE SURVEY From: ReynosoAna <Ana.Reynoso@colliercountyfl.gov> Sent: Wednesday, February 16, 2022 11:20 AM To: GonzalezGreily<Greily.Gonzalez@colliercountyfl.gov> Subject: In Compliance? 20-7780S: Southeast Power Systems of Ft Myers, Inc. Certificate of Insurance at Renewal 1 16E1 ��-.41 SOUTPOW-01 CKORNAKER Ak..---- CERTIFICATE OF LIABILITY INSURANCE DATD/YYYY) 2/16/216/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Stahl Morse&Associates PHONE FAX 1000 Wekiva Springs Road (A/C,No,Exq:(407)869-4200 I(A/c,No):(407)862-7656 Lon d,FL 32779 E-MAIL woo ADDRESS:certs@stahlinsurance.com g INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Nationwide Ins Co of America 25453 INSURED INSURER B:Allied Property&Casualty Insurance Company 42579 Southeast Power Systems of Ft Myers,Inc. INSURER C:Associated Industries Ins 23140 4220 N Orange Blossom Trl INSURER D: Orlando,FL 32804-2711 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT 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. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD ,IMM/DD/YYYYL(MM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X X ACPGLZ05924273715 1/1/2022 1/1/2023 pREM SESOIEa occu ante) $ 100,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: i GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT PRODUCTS-COMP/OPAGG $ X LOC 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO X ACPBAZ5924273715 1/1/2022 1/1/2023 Bans(INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOSp BODILY INJURY(Per accident) $ AUTOS ONLY _ AUUTOS ONLY ((Per PROPERTY $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE ACPCAP5924273715 1/1/2022 1/1/2023 AGGREGATE $ 5,000,000 • DED X RETENTION$ 0 $ C WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N AWC1176246 1/1/2022 1/1/2023 500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) For any and all work performed on behalf of Collier County: Additional Insured status is automatically provided for Collier County Board of County Commissioners,or,Board of County Commissioners in Collier County, or,Collier County Government,or Collier County and other parties as required per written contract including Waiver of Subrogation and Primary and Noncontributory where required by written contract subject to the provisions of endorsement CG8041 1216 for General Liability coverage. Additional Insured status is automatically provided for Collier County Board of County Commissioners,or,Board of County Commissioners in Collier County, SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of CountyCommissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East Naples,FL 34112 AUTHORIZED// REPRESENTATIVE j ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16E1 AGENCY CUSTOMER ID:SOUTPOW-01 CKORNAKER LOC#: 1 ACORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Stahl Morse&Associates Southeast Power Systems of Ft Myers,Inc. 4220 N Orange Blossom Trl POLICY NUMBER Orlando,FL 32804-2711 SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: or, Collier County Government,or Collier County and other parties as required per written contract(other than contract for lease of vehicles)subject to the provisions of endorsement AC0102FL 0308 for Business Auto coverage. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16E1 COMMERCIAL GENERAL LIABILITY CG80411216 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ENHANCEMENT: WHOLESALERS/DISTRIBUTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies,the terms,conditions,and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Additional Insured - Vendors Included 4 Additional Insured -Grantor of Franchise or License Included 5 Additional Insured -Managers or Lessors of Premises Included 5 Additional Insured—Co-owner of Insured Premises Included 5 Additional Insured- Controlling Interest Included 5 Additional Insured—Lessor of Leased Equipment Included 5 Additional Insured—Mortgagee,Assignee or Received Included 5 Additional Insured—Owners or Other Interest From Whom Land has Included 5 been leased. Additional Insured—State or Political subdivision Included 5 Aggregate Limit Per Location Included 6 Blanket Waiver of Subrogation Included 6 Blanket Primary and Non-contributory Included 6 Broadened definition of Bodily Injury Includes mental anguish 6 Broad Form Named Insured Included 4 Coverage for injury to Leased Workers Included 3 Damage to Premises Rented to you $1,000,000 3 Delivery Errors and Omissions $25,000 Occ/$50,000 Agg 2 Duties in the event of Occurrence, Claim or Suit Included 6 Incidental Medical Malpractice Included 4 Liberalization Included 6 Newly Formed or Acquired Organizations 180 days to report 4 Non-owned Watercraft Less than 51 feet 3 Personal and Advertising Injury Includes discrimination 7 Property of others in the Care, Custody or Control of the $25,000 Occ/$500 ded 3 insured(Expanded Property Damage) Supplementary Payments—Bail Bonds/Loss of earnings $2,500/$500 3 Supplementary Payments—Loss of Earnings $500 per day 3 Unintentional Failure to Disclose a Hazard Included 6 CG 80 41 12 16 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 7 with its permission. 16E1 CG80411216 A. DELIVERY ERRORS AND OMISSIONS agreement is an "insured contract". This The following is added to SECTION I — exclusion does not apply to liability for COVERAGES: damages that the insured would have COVERAGE D — DELIVERY ERRORS AND had in the absence of the contract or OMISSIONS agreement. 1. Insuring Agreement f. Non-pecuniary relief including but not limited a. We will pay those sums that the insured to injunctive and other equitable relief. becomes legally obligated to pay as 3. Limits of Insurance damages because of a failure to deliver or a For the purposes of this Delivery Errors and misdelivery of items you hold for sale by you Omissions coverage, the following is added to or any of your "employees" or by a SECTION III—LIMITS OF INSURANCE: concessionaire trading under your name. a. The most we will pay under this Delivery b. We will have the right and duty to defend the Errors and Omissions coverage for the sum insured against any "suit" seeking those of all damages arising out of any one damages even if the allegations of such "occurrence"is$25,000 subject to a$50,000 "suit" are groundless, false or fraudulent. annual aggregate limit. Subject to the any However, we will have no duty to defend the one "occurrence" limit set forth in this insured against any "suit" seeking damages paragraph, the annual aggregate limit is the to which this insurance does not apply. We most we will pay for the sum of all damages may, at our discretion, investigate any claim under this Delivery Errors and Omissions and settle any claim or"suit"that may result. coverage. The limits of insurance set forth in But: this paragraph are the most we will pay (1) The amount we will pay for damages is regardless of the number of"insureds", acts, limited as described in the Limits of errors or omissions resulting in covered Insurance section as stated in damages, claims made or "suits" brought, or paragraph 3.below;and persons or organizations making claims or (2) Our right and duty to defend ends when bringing "suits". For purposes of determining we have used up the applicable limit of the limits of insurance, any loss based upon insurance in the payment of judgments a series of related errors, omissions and or settlements. negligent acts constitutes only one "occurrence" which will be deemed to have No other obligation or liability to pay sums or arisen when the first error, omission or perform acts or services is covered unless negligent act of that series occurred. explicitly provided for under Supplementary Payments. b. The Limits of Insurance of Delivery Errors applies only to errorsand Omissions coverage apply separately to c. This insurance deliveries that take place omissions inf each consecutive annual period and to any such deliveries that should have taken place startingremaining period beginningf lens tgan 1t2 months, in the "coverage territory" and during the period with theDec aat of the policy period shown in the Declarations, unless the policy period. policy period is extended after issuance for 2. Exclusions an additional period of less than 12 months. This insurance does not apply to: In that case, the additional period will be a. Intentional error or intentional misdelivery or deemed part of the last preceding period for intentional failure to deliver. purposes of determining the Annual b. "Bodily injury", "property damage" or Aggregate and in which event the Annual "Bodily land advertising inj Aggregate will be increased in proportion to the period of extension. c. Discrimination based on a customer's race, c. Our obligation under the Delivery Errors and color, national origin, religion,gender, marital Omissions coverage to pay damages on status, age,sexual orientation or preference, your behalf applies only to the amount of physical or mental condition or residence damages in excess of $500 as a result of location. any one "occurrence", regardless of the d. Fines or penalties imposed on any insured. number of persons or organizations who e. Liability for damages which the insured is sustain damages because of that obligated to pay by reason of the assumption "occurrence". We may pay any part or all of of liability in a contract or agreement, this deductible amount to effect settlement whether or not such contract or Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc., CG 80 41 12 16 with its permission. 16E1 -1 CG80411216 of any claim or"suit"and, upon notification of B. SECTION I — COVERAGES, COVERAGE A. the action taken, you shall promptly BODILY INJURY AND PROPERTY DAMAGE reimburse us for such part of the deductible LIABILITY,2. Exclusions is amended as follows: amount as has been paid by us. 1. g. Aircraft, Auto or Watercraft (2) (a) is 4. For the purposes of this Delivery Errors and replaced with: Omissions coverage,the Duties In The Event Of (a) Less than 51 feet long;and Occurrence, Offense, Claim Or Suit Condition under Section IV — Commercial General 2. Exclusion j.is amended as follows: Liability Conditions is replaced by the following: (a) Exclusions j.(3), j(5), and 1.(6) are deleted in 2. Duties in The Event of a Delivery Error or their entirety. Omission (b) Exclusion j.(4) is deleted in its entirety and a. You must see to it that we are notified replaced by the following: as soon as practicable of an error or (4) Personal Property in the care, custody omission which may result in a claim.To or control of the insured: the extent possible, notice should (a) While being transported by any include: aircraft, "auto" or watercraft owned (1) How, when and where the error or or operated by or rented or loaned omission took place;and to any insured. (2) The names and addresses of the Limit of Insurance — The most we will pay for person(s) making claim against damages for "property damage" coverage you. provided by this coverage in any one b. If a claim is made or "suit" is brought "occurrence"is$25,000. against any insured,you must: Deductible — Our obligation to pay for a (1) Immediately record the specifics of coverage loss applies only to the amount of loss the claim or "suit" and the date in excess of $500. We will pay the deductible received; and amount to effect settlement of any claim or "suit" and, upon notification of this action having been (2) Notify us as soon as practicable. taken; you shall promptly reimburse us for the You must see to it that we receive deductible as has been paid by us. This written notice of the claim or "suit" as insurance is excess over any valid and collectible soon as practicable. insurance. c. You and any other involved insured 3. The last paragraph of 2. Exclusions is replaced must: by the following: (1) Immediately send us copies of If Damage to Premises Rented to You is not pertinent correspondence received otherwise excluded, exclusions c. through n. do in connection with the claim or not apply to damage by fire, lightning, explosion, "suit"; smoke or sprinkler leakage to premises while (2) Authorize us to obtain records and rented to you or temporarily occupied by you with other information; permission of the owner. A separate limit of (3) Cooperate with us in our insurance applies to this coverage as described in Section III—Limits of insurance. investigation or settlement of the claim or defense against the "suit"; 4. With respect to the Employer's Liability exclusion and (SECTION I) only, the definition of "employee" in (4) Assist us, upon our request, in the the DEFINITIONS Section is replaced by the following""Employee" does not include a "leased enforcement of any right against worker"or a"temporary worker". any person or organization which may be liable to the insured C. SECTION I — COVERAGES, SUPPLEMENTARY because of an error or omission to PAYMENTS — COVERAGES A AND B is amended which this insurance may apply. as follows: 5. Supplementary Payments 1. 1.b.replaced with: The Supplementary Payments provisions b. Up to $2,500 for cost of bail bonds required applicable to Coverages A and B also apply because of accidents or traffic law violations to this Delivery Errors and Omissions. arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. CG 80 41 12 16 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission. 16E1 • CG 80 41 12 16 2. 1.d. replaced with: (c) Any physical or chemical d. All reasonable expenses incurred by the change in the product made insured at our request to assist use in the intentionally by the vendor; "suit", including actual loss of earnings up to (d) Repackaging, except when $500 a day because of time off from work. unpacked solely for purpose of D. ADDITIONAL INSUREDS SECTION II WHO IS AN inspection, demonstration, INSURED is amended as follows: testing, or the substitution of 1. 3.a.is replaced with: parts under instructions from the manufacturer, and then a. Coverage under this provision is afforded repackaged in the original only until the 180th day after you acquire or container; form the organization or the end of the policy (e) Any failure to make such period,whichever is earlier; inspections, adjustments, tests 2. The following is added to paragraph 2.:e. Any or servicing as the vendor has organization which is a legally incorporated entity agreed to make or normally of which you own a majority interest of the voting undertakes to make in the usual stock on the effective date of this Coverage Form course of business, in will be a Named Insured, provided there is no connection with the distribution other available insurance to that organization. or sale of the products; 3. Incidental Medical Malpractice —Employed (f) Demonstration, installation, Physicians, Nurses, EMT's and Paramedics servicing or repair operations, 2.a.(1)(d) does not apply to a physician, nurse, except such operations emergency medical technician or paramedic performed at the vendor's employed by you if you are not engaged in the premises in connection with business or occupation of providing medical, (g) Products which, after paramedical, surgical, dental;, x-ray or nursing distribution or sale by you, services. have been labeled or relabeled 4. The following is added: or used as a container, part or 4. Additional Insured — Automatic Status ingredient of any other thing or When required in an Agreement with You substance by or for the vendor; Who is an insured includes person(s) or or organization(s) described in Paragraph a. — (h) "Bodily injury" or "property i. below with whom you have agreed in damage" arising out of the writing in a contract or agreement that such negligence of the vendor for its person or organization be added as an own acts or omissions or those additional insured on your policy. of its employees or anyone a. Vendors — but only with respect to else acting on its behalf and "bodily injury" or "property damage" which was not caused in whole arising out of "your products" which are or in part by you or any person distributed or sold in the regular course or organization acting on your of the vendor's business. The following behalf. However, this exclusion additional exclusions: does not apply to: (1) The insurance afforded the vendor (i) The exceptions contained does not apply to: in Subparagraphs d. or f. (a) "Bodily injury" or property above;or damage" for which the vendor (ii) Such inspections, adjust is obligated to pay damages by ments,tests or servicing as reason of the assumption of the vendor has agreed with liability in a contract or you to make or normally agreement. This exclusion undertakes to make in the does not apply to liability for usual course of business, damages that the vendor would in connection with the have in the absence of the distribution or sale of the contract or agreement; products. (b) Any express warranty unauthorized by you; Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., CG 80 41 12 16 with its permission. 1 Ei CG80411216 (2) This insurance does not apply to maintain or control while you lease or any insured person or organization, occupy these premises. from whom you have acquired such This insurance does not apply to products, or any ingredient, part or structural alterations, new construction container entering into, and demolition operations performed by accompanying or containing such or for that person or organization. products.' However, their status as additional However, this insurance afforded to insured under this policy ends when such additional insureds described they cease to have such controlling above: interest. (a) Only applies to the extent f. Lessors of Leased Equipment — with permitted by law and respect to their liability for"bodily injury", (b) Will not be broader than that "property damage" or "personal and which you are required by the advertising injury" caused in whole or in contract or agreement to part by your maintenance, operation, or provide for such additional use of equipment leased to you by such insured. person(s) or organization(s). This b. Grantor of Franchise or License with insurance does not apply to any respect to their liability as grantor of a "occurrence"which takes place after the franchise or license to you. However, equipment lease expires. their status as additional insured under However, their status as additional this policy ends: insured under this policy ends when (1) when their contract or agreement their lease, contract or agreement with with you granting the franchise or you for such leased equipment ends. license ends or expires. g. Mortgagee, Assignee, or Receiver — (2) When your licenses is terminated or as respect to their liability as mortgagee, revoked prior to expiration of the assignee, or receiver, and arising out of license as stipulated by the contract the ownership, maintenance or use of or agreement. the premises by you. c. Managers or Lessors of Leased This insurance does not apply to Premises — with respect to liability structural alterations, new constructions arising out of the ownership, and demolition operations performed by maintenance or use of that part of the or for that person or organization. premises leased to you. However, their status as additional (1) Any "occurrence" which takes insured under this policy ends when place after you cease to be a tenant their status as mortgagee, assignee or in that premises. receiver ends. h. Owners or Other Interest from Whom (2) Structural alterations, new Land has been Leased — with respect construction or demolition to their liability arising out of the operations performed by or on ownership, maintenance or use of that behalf of the person or part of the land leased to you. organization. This insurance does not apply to: However, their status as additional insured under this policy ends when you (a) Any "occurrence"which takes place cease to be a tenant of such premises. after you cease to lease the land. d. Co-owners of Insured Premises—with (b) Structural alterations, new respect to their liability as co-owner of construction or demolition the premises. operations performed by or on However, their status as additional behalf of the person or organization. insured under this policy ends when you cease to be co-owner of such However, their status as additional with thatperson or insured under this policy ends when premisesyou cease to lease that land. organization. i. State or Political Subdivisions — e. Controlling Interest — with respect to Permits Relating to Premises - with their liability arising out of their financial respect to the following hazards for control of you;or premises they own, CG 80 41 1216 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission. 16 € 1 CG80411216 which the state or governmental agency most we will pay on behalf of the additional or subdivision or political subdivision has insured is the amount of insurance: issued a permit or authorization in 1. Required by the contract or agreement; connection with premises you own, rent or or control and to which this insurance 2. Available under the applicable Limits of applies: Insurance shown in the Declarations; (a) The existence, maintenance, repair, whichever is less. construction, erection, or removal of F. SECTION IV—COMMERCIAL GENERAL LIABILITY advertising signs, awnings, CONDITIONS is amended as follows: canopies, cellar entrances, coal holes, driveways, manholes, 1. Knowledge of An Occurrence—The Following marquees, hoist away openings, is added to 2. Duties in the Event of sidewalk vaults, street banners or Occurrence,Offense,Claim or Suit condition: decorations and similar exposures; e. Knowledge of an "occurrence", offense, or claim or"suit"by an agent or employee of an (b) The ownership, maintenance or use insured shall not in itself constitute of any elevators covered by this knowledge of the insured unless you, a insurance. partner, if you are a partnership' or an This insurance does not apply to: executive officer or insurance manager, if (a) "Bodily injury" or"property damage" you are a corporation received such notice of included within the "products- an "occurrence", offense, claim or"suit"from completed operations hazard". the agent or employee. However, such state or political 2. 6. Representations is amended to include: subdivisions status as additional d. Your failure to disclose all hazards or prior insured under this policy ends when "occurrences" or offenses existing as of the the permit ends. inception date of the policy shall not However, this insurance afforded to such prejudice the coverage afforded by this additional insureds a.—i.described above: policy provided such failure to disclose all hazards or prior occurrences" or offenses is (a) Only applies to the extent permitted not intentional. This provision does not by law and affect our right to collect additional premium (b) Will not be broader than that which or exercise our right of cancellation or you are required by the contract or nonrenewal agreement to provide for such 3. 8. Transfer of Rights of Recovery Against additional insured. Others to Us is amended to include: E. SECTION III— LIMITS OF INSURANCE is amended If required by written contract executed prior to as follows: loss, we waive any right of subrogation we may 1. The following paragraph is added to paragraph 2: have against the contracting person or The General Aggregate Limit under Section III organization because of payments we make for Limits of Insurance applies separately to each of injury or damage arising out of your ongoing your "locations" owned by or rented to you or operations or "your work" done under a contract temporarily occupied by you with the permission with that person or organization and included in of the owner. the"products-completed operations hazards". 2. Paragraph 6 is replaced with: 4. The following condition is added as follows: 6. Subject to 5. Above, the Damage To 10. Liberalization Premises Rented to You Limit is the most we If we revise this coverage form to provide more will pay under Coverage A for damages coverage without additional premium charge, because of "property damage" to any one your policy will automatically provide the premises, while rented to you or in the case additional coverage as of the day the revision is of damage by fire, lightning, explosion, effective in your state. smoke or sprinkler leakage, while rented to 5. The following condition is added to 4. Other or temporarily occupied by you with Insurance Condition and supersedes any permission of the owner. The limit is increased to$1,000,000. provision to the contrary: 3. With respect to the insurance afforded any Primary and Noncontributory Insurance This additional insureds,the following is added: insurance is primary to and will not seek contribution from any other insurance available to 8. If coverage provided to the additional insured an additional insured under your policy provided is required by a contract or agreement,the that: Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc., CG 80 41 12 16 with its permission. 16E1 CG80411216 (1) The additional insured is a Named Insured 2. 14. Personal and Advertising Injury under such other insurance'and paragraph h.is added as follows: (2) You have agreed in writing in a contract or h. Discrimination because of race, color, creed, agreement that this insurance would be national origin, age, sex or physical primary and would not seek contribution from disability, where insurance therefore is not any other insurance available to the prohibited by law, but only if such additional insured. discrimination is: G. SECTION V — DEFINITIONS is amended as (1) not done intentionally by or at the follows: direction of: 1. 3. "Bodily Injury" is deleted and replaced with (a) the insured;or the following: (b) any executive officer, director, "Bodily Injury" means bodily injury, sickness, or stockholder, partner or member of disease sustained by a person, including mental the insured staff;and anguish, mental injury, shock, fright or death (2) not directly or indirectly related to the resulting from any of these at any time. employment, prospective employment or termination of employment of any person or persons by any insured. All terms and conditions of this policy apply unless modified by this endorsement. CG 80 41 12 16 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission. 16E1 BUSINESS AUTO AC 01 02-FL 03 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ENDORSEMENT FORM - FLORIDA This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. CHANGES FOR TRAILERS AND FARM or organization qualifies as an "insured" un- EQUIPMENT der the Who Is An Insured Provision con- 1. Under SECTION I - COVERED AUTOS, the tained in Section II — LIABILITY following are added to Paragraph C. Certain COVERAGE of the Coverage Form Trailers, Mobile Equipment and Temporary D. REPLACED EXCLUSIONS Substitute Autos: The Expected or Intended Injury Exclusion 4. "Trailers" designed to be towed by a pri- IN SECTION II — LIABILITY COVERAGE is vate passenger type "auto" or a pickup, replaced by the following: panel truck or van if not used for busi- Expected or Intended Injury ness purposes, other than farming or "Bodily injury" or"property damage"which is ranching. expected or intended by the "insured". This 5. Farm wagons or farm implements while exclusion applies even if the resulting "bod- being towed by a covered "auto". ily injury"or"property damage": B. CHANGES FOR ADDITIONAL NEWLY a. is of a different kind, quality or degree ACQUIRED VEHICLES than initially expected or intended; or 2. Paragraph B.2 of SECTION 1 — COVERED b. is sustained by a different person, entity, AUTOS is replaced by the following: real property, or personal property than 2. If Symbol 7 is entered next to a cover- that initially expected or intended. age in Item Two of the Declarations, an E. ADDITIONAL EXCLUSIONS "auto" you acquire will be a covered The following exclusions are added to "auto"for that coverage only if: SECTION II —LIABILITY COVERAGE: a. We already cover at least one"auto" Damage to Named Insured's Property you own for that coverage or it re Any claim or "suit" for "property damage" by places an "auto" you previously you or on your behalf against any other per- owned that had that coverage; and son or entity that is also a Named Insured b. You tell us within 30 days after you under this policy. acquire it that you want us to cover Abuse or Molestation it for that coverage. The most we will pay for Physical Damage "Bodily injury" or "property damage" arising Coverage for"loss" under this Coverage Ex- out of: tension is $100,000 per "auto", subject to a. The actual or threatened abuse or mo- the largest deductible applicable to any lestation by anyone or any person while "auto"for that Coverage. in the care, custody or control of any "in- C. BLANKET ADDITIONAL INSURED sured", or Any person or organization which you have b. The negligent: agreed to name as an additional insured in a 1) Employment; written contract, executed prior to an acci- 2) Investigation; dent, other than a contract for the lease or 3) Supervision; rental of a vehicle is an "insured"for Liability 4) Reporting to the proper authorities, Coverage, but only to the extent that person or failure to so report; or AC 01 02-FL 03 08 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 3 with its permission 1 iE AC 01 02-FL 03 08 5) Retention; b. "Loss" to TV antennas, awnings or ca- of a person for whom any "insured" is or banas. ever was legally responsible and whose c. "Loss" to equipment designed to create conduct would be excluded by Para- added living facilities. graph a. above. However, these exclusions do not apply if Abuse means an act which is committed Miscellaneous Personal Property Coverage with the intent to cause harm. is provided by endorsement to this policy. Explosives G. ACCIDENTAL AIRBAG DISCHARGE "Bodily injury" or "property damage" caused COVERAGE by the explosion of explosives you make, Under Paragraph B.3.a. of SECTION III - sell or transport. PHYSICAL DAMAGE, the following is added: Rolling Stores Mechanical breakdown does not include the ac- If a covered "auto" is a rolling store, "bodily cidental discharge of an airbag. injury" or "property damage" resulting from H. PHYSICAL DAMAGE LIMIT OF INSURANCE the handling, use or condition of any item Paragraph C. Limit of Insurance of SECTION III the "insured" makes, sells or distributes if - PHYSICAL DAMAGE INSURANCE is replaced the injury or damage occurs after the "in- by the following: sured" has given up possession of the item. C. Limit Of Insurance Wrong Delivery of Liquid Products 1. The most we will pay for "loss" in Bodily injury" or "property damage" result- any one "accident" is the lesser of: ing from the delivery of any liquid into the wrong receptacle or to the wrong address, a. The actual cash value of the or from the delivery of one liquid for another, damaged or stolen property as if the "bodily injury" or "property damage" of the time of the"loss"; or occurs after the delivery has been corn- b. The cost of repairing or replac- pleted. ing the damaged or stolen prop- Delivery is considered completed even if fur- erty' ther service or maintenance work, or correc- 2. An adjustment for depreciation and tion, repair or replacement is required be- physical condition will be made in cause of wrong delivery. determining actual cash value in the Professional Services event of total "loss". "Bodily injury": 3. The cost of repairing or replacing a. Resulting from the providing or the fail- may: ure to provide any medical or other pro a. Be based on an estimate which fessional services. includes parts furnished by the original equipment manufacturer b. Resulting from food or drink furnished or other sources including non- with these services. original equipment manufactur- "Bodily injury" or "property damage" result- ers and ing from the handling of corpses. b. Include a deduction for better- F. MOTOR HOME CONTENTS COVERAGE ment for a part or parts that are 1. For a covered "auto" that is a motor home normally subject to repair or re- the following exclusions are added TO placement during the useful life SECTION III—PHYSICAL DAMAGE: of the "auto", such as, but not Motor Home Contents limited to tires and batteries. Betterment means the difference This insurance does not apply to: between the actual cash value of a a. "Loss" to the covered "auto's" contents, part immediately before the "loss" except equipment usual to trucks or pri- and the cost to replace that part with vate passenger"autos". a new part. Page 2 of 3 Includes copyrighted material of Insurance Services Office, Inc., AC 01 02-FL 03 08 with its permission 16E1 AC 01 02-FL 03 08 I. AMENDED DUTIES IN EVENT OF ACCIDENT, contract or agreement in that "employee's" CLAIM, SUIT, OR LOSS name, with your permission, while performing The requirement in Loss Condition 2.a. Duties In duties related to the conduct of your busi- The Even Of Accident, Claim, Suit Or Loss — of ness. SECTION IV— BUSINESS AUTO CONDITIONS B. Changes In General Conditions that you must notify us of an "accident", "claim", Paragraph 5.b. of the Other Insurance "suit", or "loss" applies only when the "accident", Condition in the Business Auto Coverage "claim", "suit", or"loss" is known to : Form is replaced by the following: 1. You, if you are an individual For Hired Auto Physical Damage Coverage, 2. A partner, if you are a partnership; the following are deemed to be covered 3. An executive officer or the employee desig- "autos"you own: nated by you to give such notice if you are a 1. Any covered "auto" you lease, hire, rent corporation; or or borrow; and 4. A member, if you are a limited liability com- 2. Any covered "auto" hired or rented by pany. your "employee" under a contract in that J. UNINTENTIONAL FAILURE TO DISCLOSE individual "employee's" name, with your HAZARDS permission, while performing duties re- SECTON IV — BUSINESS AUTO CONDITIONS lated to the conduct of your business. — B.2. is amended by the addition of the follow- However, any "auto" that is leased, hired, ing: rented or borrowed with a driver is not a If you unintentionally fail to disclose any hazards covered "auto". existing at the inception date of your policy, we L. EMERGENCY LOCKOUT — PRIVATE will not deny coverage under this Coverage PASSENGER VEHICLES Form because of such failure. However, this We will reimburse you up to $50 for reasonable provision does not affect our right to collect addi- expense incurred for the services of a locksmith tional premium or exercise our right of cancella- to gain entry into your covered "auto" of the pri- tion or non renewal. vate passenger type subject to these provisions: K. AUTOS HIRED OR RENTED BY EMPLOYEES 1. Your door key or key entry pad has been lost, If hired or rented "autos" are covered "autos" on stolen or locked in your covered "auto" and this policy, the following provisions apply: you are unable to enter such "auto" , or A. Changes In Liability Coverage 2. Your key or key entry pad has been lost or The following is added to the Who Is An In- stolen and you have changed the lock to sured Provision in SECTION II —LIABILITY prevent an unauthorized entry; and COVERAGE: 3. Original copies of receipts for services of a locksmith must be provided before reim- An "employee" of yours is an "insured" while bursement is payable. operating an "auto" hired or rented under a All terms and conditions of this policy apply unless modified by this endorsement. AC 01 02-FL 03 08 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 3 with its permission.