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#18-7287 (Gray Matter System)
FIXED FEE PROFESSIONAL SERVICE AGREEMENT 18-7287 for Enterprise Asset Management Consulting Services THIS AGREEMENT, made and entered into on this 94N day of `pn IQer 201 $' , by and between Gray Matter System, LLC authorized to do business in the State of Florida, whose business address is 100 Global View Drive, Suite 200, Warrendale, PA 15086 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a three (3 ) year period, commencing • upon the date of Board approval on and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s)/ Work 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 (?) 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 (—I Notice to Proceed ■ Work Order. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of C Request for Proposal (RFP) ❑ Invitation-to-Bid (ITB) Other ( ) # 18-7287 , 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 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) 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 execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 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): r •_ : ce. e•• •- e • e a: • ' •.• • - •— • e •: _._ .e•. e ■ - e-• e e =_... ••_.•_e e. e _ e ■•-• e •._ cc. price contract is authorized. ❑■ Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work(number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. _e_. . •••• •• •• - -• .•u-. • •.__• e _ _.e- = r r. - - e. _. r.. e_ . _ _ __.a•. a _._ S= e•, et • cr. e _- ! e_ _ _!' carton, etc.). The invoice must identify the unit price and the number of units e •• •. • •• -• •r .. • - ... Page 2 of 15 Fixed Price Professional Service Agreement#2017-001(Ver 2) ?rY 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. 4.4 (CI Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 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 # 85-8015966531C. Page 3 of 15 Fixed Price Professional Service Agreement#2017-001(Ver 2) 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: Gray Matter Systems, LLC Address: 100 Global View Drive, Suite 200 Warrendale, PA 15086 Authorized Agent: Mandy Lynn Urey Attention Name & Title: Greg Grubb Director, Project Management Telephone: 720-908-7115 E-Mail(s): ggrubb@graymattersystems.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: Dilia Camacho, Interim Director Division Name: Solid & Hazardous Waste Management Division Address: 3339 Tamiami Trail East, Suite 302 Naples, Florida 34112 Administrative Agent/PM: Jeffrey Dunham, Technical System Operations ME Telephone: 239-776-8007 E-Mail(s): Jeffrey.Dunham@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 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) 0 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. $ 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. ii Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. Page 5 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) The coverage must include Employers' Liability with a minimum limit of $ 100,000 for each accident. D. - : _ _'._• _ _ . a: .. ',_ ',:e a ,- e. e • —. = _ :e_. '._ e'' e _ . •a_. '_'•e e_ e eta ,. •... .._: e e e ._ �.•... -. - •e A0 :40._ :.•.. _.e.• . .. ..... t_ '..• dl :_9 .. •• .. • AU $ each claim and aggregate. ri - - _ _•_.. a_ : •. ••as._•• u.�. e .t. occurrence. i• -. . = .. '••. . G- (l Watercraft: Coverage shall have minimum limits of $ per 1� l4- ' _ •• - _ • • _ • . - .. •'_ 0 . d . . A . _e et _•_ .:. .....• -.a-a • .: :. .. .._a -. . •-. .....- '... • •- . ,.: occurrence. .. - e - . . _ .:ems _._ •_ - •• • .. .. •. $ per occurrence. .= n -0the • Coverage shall have minimum limits of$ per occurrence-: 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. Page 6 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) 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 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 Solid & Hazardous Waste 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), I■I Exhibit A Scope of Services, Exhibit B Fee Schedule, RFP/n ITB/I I Other #18-7287 , including Exhibits, Attachments and Addenda/Addendum, PI subsequent and Other Page 7 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) 17. APPLICABILITY. Sections corresponding to any checked box (E) will 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, 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, 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: Communication and Customer Relations Division 3299 Tam iami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 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. Page 8 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver 2) 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. 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. 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. 23. 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. 24. 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 Page 9 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) 5) • 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. 25. 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. 26. n KEY PERSONNEL. •: __e• ____ e '_ :_ _e• •e ••_ •_ e:••:• e .: _ . . _• e w'- •_ e- _a l ., :••- • - • • - e - e-.. •- - e_ • the right to perform investigations as may be deemed n _•••.- • •-.. _••__. e- • • w- •-•• •• • - • •- • • ::••-• •- •• e - ••- • !tee = - •: essary to complete the services on a timely basis, .. 4e :._.._a a:. _a.• ___ .•:.• _0_ et _' _ e e _..• _•••._.w w.. •••.._ _.a_.a - - • •• •_. .:.}_. :, _z-•.. __ •_....:._ •: _ e• . •_ •• a_ a•._ . _ •'_ _e••: _.a.--- a.: e e ••.e _e•w e•_ _ •• _ te .. -••-.•.. •- : __ e_ _ • •_ at __ 00,1: • a. et : e _ _ __ aa_ _.•e e : et :•_ •_.. •:. _.• w w :. • •w • _! _•_-. _._ a.__.e : •:. _ e• _ _ e _a_ ••._ _e••••: : _e•_ a - :■ e a._ e • •e • _e _ - e- • • • __.. . .:.• e_ _ a •g _•_ •m_. •' _ e- • - - •- •_ 1■1 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. 27. 1■1 ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. or among the terms of any of the Contract Documents and/or the County's Board ,..e e e :e _ _ _ ••••_ • •: :...••_ e •: .•_w. --u:• • - -e-• - e the terms of all other Contract Documents, except the terms of any Supplemental e a• ..••. .. • - • -.. -•.-• • - a-. A , -.-••-• .. et -. -.•.. • •a '• •-. terms of the Contract Documents cannot be resolved by a atior of the _ ••. _:•• • _ _ ••a a•_ • _..• •. •. • •. --••-• •.: _ea..._. _a_ - e -,e • Page 10 of 15 Fixed Price Professional Service Agreement#2017-001(Ver 2) imposing the more strict or c -_ .e• - •e= •_ e• 28. 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. 29. 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 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. (Intentionally left blank-signature page to follow) Page 11 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF ' •N Y COMMI •NERS COLLIER 'UN ' , FLORI Crystal ', el, Clerk of th ircuit Court&Com roller By: ' :C� By: j l - •y- Solis, Esq. , Chairman Dated: /0/5/1/8 (SEAL) Attest at to Chairman's signature only. Contractor's Witnesses: Gray Matter Systems, LLC Contra t.r • ,„„„ r �/ � ► Contractor's First Witne s C-= 1'Type/pr` t sig a ure and titl TType/print witness nameT on�r's Second Witness 0\ lvtck Car hint TType/print witness nameT A spro d - • to F a d L gality: /.G- ��, Count A t ne y 7t.-,7_l_... Print Name Page 12 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) Exhibit A Scope of Services ❑� following this page (pages 1 through 12 ) ❑ this exhibit is not applicable Page 13 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) Exhibit A SCOPE OF SERVICES Work Schedule: The Contractors shall be placed on a rotation list for the services, as follows: a. A selection committee meeting was held on April 3, 2018 establishing a ranking of EMA, Inc. #1, Gray Matter Systems#2, and Stantec Consulting Services, Inc. #3. b. Work assignments are awarded on a rotational basis by the County's Administrative Agent starting with EMA, Inc (Ranked#1), Gray Matter Systems(Ranked#2), and then Stantec Consulting Services, Inc. (Ranked#3). c. As each work assignment is identified the next Contractor in the rotation will be offered the opportunity to negotiate that work assignment with the County's Contract Administrative Agent. A Work Order (County's standard template) will be issued and executed by the Contractor and County, prior to commencing the services. d. The County's Contract Administrative Agent will ensure an equitable distribution of work among selected Contractors. e. Direct Selection: For work assignments requiring unique experience or knowledge, the County's Contract Administrative Agent may select a specific Contractor. When direct select is deemed necessary, a letter must be attached to the Purchase Order with sufficient detail to justify the need for a direct select. Such justification should identify the individual making the request, description of requirement, address why the requirement can only be fulfilled by the identified Contractor. Brief Description of Purchase The Contractor will provide professional services to assist the Public Utilities Department (PUD) with developing, implementing and supporting a comprehensive Asset Management Program (program), including technical,organizational,and business process aspects that is fully integrated with the SAP (County's financial system), Cityworks (asset work order system), RIVA (asset management and investment planning application), Cartegragh, Cityview and ESRI GIS system. Background In alignment with the Department's priorities of compliance and meeting demand with sustainability,the Department is taking a long-range strategic approach by addressing the growing challenge of ageing infrastructure. This long range approach resulted in a comprehensive renewal plan for the Department's key infrastructure. A key initiative in accomplishing this goal was implementing an Enterprise Asset Management(EAM)System called Cityworks that incorporates water,wastewater,irrigation quality or reuse water infrastructure,solid waste and pollution control in association with PUD GIS. RIVA the asset management and investment planning application implemented in 2017 by Powerplan and Woolpert INC was accomplished to access GIS and Cityworks asset work order data to calculate capital improvement forecasts and expenditures, life cycle projections and asset financial forecasting. The initial go live focused on motors, pumps and pressurized pipe. Page 1 of 12L. .1 The objective of these systems are to ensure the best, most economical investment of the Utilities' assets, and to implement life cycle cost based solutions.The plan is to develop an Enterprise Asset Management System that will address all of the Utilities' needs and be based on the Utilities' developed strategic goals, impact to service levels, condition of the existing infrastructure,the risk and consequence of infrastructure component failure, life cycle cost, and links to the budget process. This system should include the development of a framework and implementation of a systematic process, to cost effectively operate, maintain, and upgrade the Utility's physical assets; development of tools to facilitate an organized, logical approach to decision making; improved prioritization of capital improvement and operating expenditures; certified compliance with all regulations; provision of required detail to update fixed asset inventory in SAP, the County's financial management software system; and enhancement of operational and maintenance practices. Enterprise Asset Management across the Agency is now possible with the implementation of Cityworks, RIVA and ESRI GIS. Growth Management (Cartegragh Cityview), Public Services as well as Facilities Departments\Divisions have the opportunity to acquire migration and implementation services through this RFP. Public Utilities Core Enterprise Asset Management Functional Requirements are: 1. Provide a work order platform for all maintenance (planned and unplanned) activities with the capability for capturing the cost of each maintenance action Integration with HR labor costs,record equipment usage, material inventory in storerooms and Capital Assets in SAP. 2. Develop a framework for managing risk with respect to asset criticality/condition and inspections /maintenance. 3. Within RIVA configure asset-centric solutions to balance financial constraints, risk tolerance, and performance obligations with regulatory requirements to meet strategic goals and CIP Forecasting and Reporting. 4. Mobility - Provide field crews with work orders and all information necessary to complete work orders and update work records. 5. Provide an inventory platform for tracking designated assets and parts from receiving through consumption and automatic re-order. Inventory system should be able to integrate with SAP in order to avoid duplication of efforts. 6. Provide tools for financial life cycle management of the asset from acquisition,maintenance, renewal, and retirement. 7. Provide industry guidance and support in the collection, creation and application of asset and attribute data consistent with asset hierarchy as defined in ESRI's GIS system. Page 2of12 +, 8. Provide guidance and support to asset hierarchy defined and adopted by PUD including review or input to proposed schema changes. 9. Develop KPI and reporting guidance supported by GIS, Cityworks or Riva data modeling. 10. Development of Long Range Capital Forecast Holistic asset management strategy per Department\Division. Current Asset Management Frameworks in Use Public Utilities division use the following work order/asset management systems: • Cityworks - Cityworks and Esri ArcGIS combine to form a software platform for designing and creating GIS-centric public asset management solutions. Service requests, work orders, inspections, and projects are used to track citizen concerns and all types of work activities— cyclical or reactive—with their associated costs. Map layers can be created to display information such as all open requests, install locations,etc. Reports of all types are generated on various search parameters or set up as customized templates • RIVA - asset management and investment planning, combines financial, operational and regulatory optimization across the entire financial asset life-cycle while balancing operational risks. The integrated solution will provide complete visibility starting with asset management planning, asset investment planning, and budgeting through project execution to cost control and eventual retirement. • ESRI GIS data—Includes the entire water /wastewater network and all major asset classes. GIS database hosts core asset records used by different applications. Data attributes have been defined per user groups such as financial, operations, and engineering with each user group responsible to maintain data attribute status. • InHance Utility Billing System from Harris Corporation: A primarily utility billing and customer service system.It is utilized for the tracking of all items associated with a service connection from the meter to the collection of monthly bills. System includes a work order and inventory function that is utilized by the water distribution team. Utility Billing Division is pursuing replacement of current InHance system 2017–2018. • Antero OP10—a work order system used by the Wastewater Department and Water Department. This is a basic work order system that allows for the scheduling of preventative maintenance tasks, tracking of personnel costs, and creation of on the spot work orders. Antero is currently used for historical reference and is scheduled to be retired 2018. • XC2—A database for the tracking of cross connection control devices that are part of the potable water distribution network. The database tracks the annual tests that are conducted by both in- Page 3 of 12 house staff and outside vendors. System is a mobile based testing that allows data to be loaded onto tablets that can be imported and exported as work is completed in the field to the main computer data base. • SMS-Turbo-A Billing System used by the Solid Waste Department and Utility Billing Customer Service, for the Landfill and recycling centers to track vehicles, customers, materials, and other items that come in and out of the facility. Generates monthly revenue and tonnage reports. • GE - "GE Proficy" iFIX offers a robust SCADA engine, rich set of connectivity options, open architecture and highly scalable and distributed networking modeling. GE Historian collects SCADA peripheral condition codes and transmit them by interface into Cityworks to create and manage asset work orders. • Cartegragh-Cartegraph Operations Management System(OMS)is high-performance government software which simplifies complex operational needs by helping your team capture data, analyze and manage asset data. Cartegraph can interface with Cityworks, ESRI GIS and RIVA to provide extensive Capital Improvement Project forecasting and reporting. • Cityview - Local Government Building, Licensing, Inspections, Public Works and other departments use CityView solutions to reduce customer call volume, shorten permit issuance times, increase citizen self-service, increase inspector productivity, and reduce paper and manual processes. Detailed Scope of Work The Contractor will provide professional services to assist the Public Utilities Department (PUD) with developing and providing targeted support for the Enterprise Asset Management Systems including, Growth Management, Public Services, Facilities and other Agency Departments\Divisions have the opportunity to acquire migration and implementation services through this RFP. Cityworks, RIVA and ESRI GIS in a comprehensive Asset Management Program (program), including technical, organizational, and business process aspects that is fully integrated with the County's financial system (SAP). The program should reflect a systematic approach that incorporates a collection of business practices and processes supported by data, tools, and information for repair and replace, preventative maintenance,and asset accountability.The proposer shall possess knowledge of asset management planning and programs, best utility business practices, utility fiscal rate studies, customer service principles, utility billing and operational systems, repair and replacement programs, preventative maintenance programs, and computerized maintenance management systems. Program Policy • Assist staff with review of existing plans and the development of a written project management plan for future plans for expansion. • Action plan will be organized around best business practices, cost benefit analysis, sound Page 4 of 12 `Y<? fiscal practice, and the refurbishment and replacement capital improvementprogram. • Determine policies and procedures need to be created to insure data integrity within hardware and software platforms. • Provide guidance on creation of user access, application and data security. • Provide guidance on creation of protocols, methodology and procedures in interfacing and using software applications and associated data • Provide guidance on domain access • Implement a Repair and Replace, Preventative Maintenance, and Asset Accountability program including creation of standard operating procedures. • Evaluate financial reporting and interface for the County's Fixed Asset System providing guidance on identification, categorization and the level of detail necessary to facilitate the asset management process as well as financial reporting. • Evaluate, develop, and provide guidance of a change management process for adding, removing asset data, software version control, database schema changes, and user requested modifications. • Develop a new plan or changes to existing business processes to support an enterprise wide asset management program. This list should include roles and responsibilities from staff within and outside of the County Management Agency as necessary. Assist, as needed, with the implementation of the change management program. • Assist in defining improved work flow for Work Orders, and Inventory Management. • Conduct a review and make recommendations on warehouse receiving, inventory control and distribution. • Identify program needs for existing and new business practices • Refine organizational roles and responsibilities • Develop strategy for cost/benefit analysis • Identify needs for data security • Review and define processes to meet regulatory compliance • Communication should be designed to deliver the right messages at the right time to the right people. It is important the staff hear and understand what is being said and that the desired behaviors are achieved. • Communications gives CCPUD opportunities at all levels to deliver key messages to staff These key messages will help inform staff, receive feedback and promote support of the changes before they happen and as they are occurring. • Communications is a dynamic process that is designed to support the success of the Cityworks project. Communications is meant to optimize the effect of messaging channels such as meetings, memos, email, and bulletin boards. • Business practices • Cost/benefit analysis • Conduct a review of the existing work order,inventory,and GIS process.The selected firm shall provide guidance on work order entry, request, approval, planning and scheduling, notification, referencing, updating and closing, purchase order requests, status update and goods receipt matching, payment and asset tracking, and other end-to-end business processes. • Interview Staff and review other pertinent documentation to obtain a full assessment of the current status of CCPUD's asset management processes and maturity Page 5of12 GIS Development • Provide technical support for geo-database design,evaluation,optimization and integration • Make recommendations to support optimization and improvements to the performance of applications that integrate with the geo-database, i.e. Cityworks, PowerPlan, hydraulic model. • Support evaluating attribution, updating attribute definitions and domain values, and updating rules for system governance, including: system ownership, attribute ownership, and a plan for data prioritization and acquisition • CCPUD owns and operates multiple, interdependent data-driven applications that are used control and to manage nearly one million individual data records. The quality, accuracy and completeness of the data is critical to the mission of CCPUD,and depends on effective rules for the governance of these systems and the data required for their proper function o Specify standards for attributes that support business goals o Define the use, priority, applicability of asset attributes o Catalog system dependence, ownership, and importance of common attributes o Assess attribute overlap between like asset types amongst different asset owners o Deliver a document classifying common and unique attributes, their ownership, attributes recommended for removal • Review any existing asset lifecycle workflows and documents for suitability to update • Develop SOPs for: o Asset data auditing o Onboarding and asset turnover o Collecting and loading asset attribute data • Modifications of existing systems to incorporate new attribute fields o Define the use, applicability of asset attributes o Review attribute types and attribute data ranges for use in modeling equations o Support simulation of attribute data to define analytics goals and objectives o Recommend procedures for implementing asset standards and a methodology to assign confidence level ratings on output of PowerPlan AMP DS modeling results o Identify and document metrics, data gaps and needs on an ongoing basis in support of enhanced SCADA consistency o Develope failure codes (Problem, Cause and Remedies) for all Asset Classes by CCPUD SMEs. o Develop process to assess and update failure codes on an ongoing basis. • Conduct a review of the existing work order, inventory and GIS process. The firm shall provide guidance on work order entry, request, approval, planning and scheduling, notification, referencing, updating and closing, purchase order requests, status update and goods receipt matching, payment and asset tracking, and other end-to-end business processes • Provide assistance in the development and maintenance of asset data to include Attribute Standards, Definitions, Implementation Strategies, and System Reporting along with Design and Implementation of Modeling and Analysis Tools. Page 6 of 12 • Review the quantity of asset data collected by ownership and operational area to identify opportunities for improvements to the asset onboarding and data collection process • Review the efficacy of data acquisition methods and tools and provide recommendations for improvement • Prepare recommendations for improvements to the asset onboarding process • Technical support • Schema evaluation • Integration support Asset Hierarchies • Review and provide recommendation for maintaining an multilevel asset hierarchy • Review and recommend modifications to hierarchy taxonomy to support organizational and asset management goals • Define rules and assist with creation of requirements for asset hierarchies and attributes • Assist with the creation of hierarchies • Logical hierarchies • Physical hierarchy • Financial hierarchy Asset Inventory • Assist asset management team in creating a database that identifies the key components of the system. Each component will be defined with the correct attributes to implement the asset management program which will be utilized as the standard for all data collection. • What data needs to be collected, and at what level of data detail needs to be collected, to implement a Repair and Replace, Preventative Maintenance, and Asset Accountability program. • Determine ownership of data attributes and usage across software platforms (GIS, Cityworks, Riva, etc.) • Provide support to capture, clean up, and maintain the collected data in preparation for implementing into GIS. • Conduct a review of the existing data systems and provide recommendations to create, track,and analyze infrastructure assets;provide recommendations to cost effectively obtain data; provide the necessary templates for data collection and advise on the most effective method to gather the data. • Define & finalize SOPs for asset auditing, asset on-boarding, and turnover • Assess the data collection plan to populate asset attributes • Refine and execute data acquisition plan • Identify and document metrics for progress of data collection • Review and identify data quality and completeness • Identify data gaps and prioritize collection of gaps • Recommend tactics for asset attribute data development • Identify supporting processes • Evaluate and provide recommendations to improve the PUD's asset identification system, Page 7of12 assist with the creation of hierarchies, and define rules regarding the definition of asset types, classes and hierarchies, and assist in the implementation of these definitions and rules • Develop Data Acquisition Plan • Define taxonomy • Identify and document metrics for progress of data collection based on importance of attributes for quality of data collection where appropriate, and for presence of undefined attributes; identify data gaps and prioritize collection of gaps • Recommend tactics for asset attribute data development • Identify supporting processes. Risk assessment(Business Risk Evaluation) • Definitions and equations for LOF, COF and BRE (Business Risk Exposure) • Review and recommend improvements in the risk evaluation standards • Identification of failure modes • Refine definitions for Likelihood and Consequences of failure • Recommend Risk mitigation measures • Conduct a review of the existing data systems, and provide recommendations to create, track, and analyze infrastructure assets. Further the firm shall determine criticality and physical asset condition/risk assessment rating and prioritize needs for additional required data. The firm shall provide recommendations for cost-effectively obtaining data, provide the necessary templates for data collection and advise on the most effective method to gather the data. • Determine consequence of failure rating for assets (COF) • Determine level of service per asset(LOS) • Determine and document asset lifecycle to apply as foundation to systems configurations. Plan, Acquire, Operate, and Maintain, Renewal and Dispose. • insure CIP (Capital Improvement Planning) working to industry requirements, timely, efficient implementation • Maintenance and replacement strategies and trigger points for maintenance • Asset-specific risk level • Identification of failure modes • Risk mitigation measures Levels of Service • Review, enhance and provide guidance to PUD business practices aligning with accepted industry standards and norms and support implementing changes as applicable to various software systems. • Identify, define and implement LoS standards for • Regulatory requirements • Utility's performance goals • Customer demand for LOS • Physical capabilities of utility's assets • Repair-vs-replacement strategy Page 8 of 12 • Define Level of Service(LoS) Performance measures for assets • SOP to develop, monitor, and update minimum and target LoS measures • Identify template to capture LoS data Lifecycle maintenance • The County already has level of service standards (LOSS) built into the concurrency requirements.The service levels to be developed during this subtask are at a more detailed level. Whereas county LOSS is limited to the relationship between demand quantity and supply reliability, service levels in the context of asset management include elements of: customer expectations, worker satisfaction and environmental quality. Review the County's LOSS and develop more detailed level of service standards if required • Create a methodology to create and maintain job plans tailored to specific asset types. • Review and identify gaps in current business processes • Recommend improvements to engineering and development standards • Recommend improvements to current maintenance practices • Review and recommend improvements in Work management practices • Identify gaps in the PM program • Recommend and implement improvements in the PM program • Periodically perform quality assurance checks on data entered • Develop and support implementation of asset lifecycle from procurement to assignment to retirement. • Assist in defining a feasible, cost effective, approach to cost estimating future repair and replacement initiatives • Develop SOP for Asset Audition • Develop SOP for Asset on-boarding • Develop SOP for Asset turnover • Develop SOP for Asset Hierarchy update • Change Management protocols as a stepwise approach to implementing successful change initiatives and programs. Organizational Change Management should include: o Strategies to ensure adoption of the new system and practices o Project communications (internal and external to the project) o Create and revise workflows and document assumptions as needed o Clarify and document duties and responsibilities necessary to carry out work flows o Recommend configuration changes to improve processes and user experience o Recommend revisions to training materials if necessary based on other changes • Provide strategies to continually improve the Cityworks WO system and adoption as well as improve the communication and feedback mechanisms. • Develop system usage and monitoring KPIs and reports. • Review work history data to identify opportunities to improve practices such as work order lifecycle, inspections, utilization and scheduling Page 9 of 12 • Review work prioritization practices and performance metrics and recommend changes • Work with CCPUD operations staff to train them on the method for creating and maintaining Asset Records. Work directly with staff to create an initial set Asset records, and then train CCPUD staff on creating additional Assets and how to maintain them over time. • Develop work standards and standard operating procedures for managing the work order lifecycle. • Develop work standards and preliminary SOP list based on the work order lifecycle • Prepare work order lifecycle SOPs • Additional SOP topics may be needed for work order lifecycle management, including but not limited to Asset turnover, Hierarchy update, Purchase Request / Purchase Orders, Receiving (Vendor Returns & Adjustments), Purchase Orders, Item Creation/Modification, Issuing Inventory, Returning Inventory, Physical Inventory, Inventory Replenishment, Stock Removal and Small Tool Management Analytics • Identify analytics needed for evaluation and decision support for: o Work management o Asset inventory o Asset management o Operations and maintenance o QA/QC • Define data to be collected to perform analytics • Review and recommend configuration changes to help with analytics • Define standards for data collection and quality assurance • Recommend approach for consistent use of data collection • Identify KPIs and Reports as an outcome of the analytics • Define process to improve analytics approach over time • Determine performance criteria that will be used to measure system usage related to performance metrics known as key performance indicators(KPI) Organizational Project Tasks • Create an outline for the project plan and timeline for Implementation. • Assist the County with defining the hierarchy and asset codes. • Assist the County with defining attributes for each asset. • Assist the County with creating vulnerability and criticality codes. • Define roles and responsibilities for the asset management program. • Review existing databases and provide recommendations for cleanup. • Provide expertise and guidance on best practices. Page 10 of 12 • Assist in creating, revising, and training of formalized asset management policies and procedures, with a focus on process development and change identification. • Implement recommendations for data clean up. • Provide oversight and management of the implementation of a fully functional EAM program. • Identify and assist in analyzing all supporting processes associated with asset management. • Provide scopes of service and task quotes upon request on occasion when requested by PUD or other Agency Divisions and Departments to provide expertise, industry standards, technical guidance or service delivery in all areas outlined in this scope for services. o Generate task\detail description\outcome matrix per requested project o Develop project plan with defined milestones and project task delivery dates o Attend conference calls, webx meetings and onsite meetings as appropriate to expedite project task delivery. o Generate reports, documentation and other communications as appropriate. o Add Facilitation of workshops to develop new workflows o Interview Staff to determine satisfaction and weaknesses in program Organizational Project Deliverables • Provides reviews and recommendations for asset onboarding and work management business processes. • To effectively manage an asset it must be accurately attributed in GIS and incorporated into the work management process • An effective work management process will help CCPUD to manage their maintenance resources. This task will quantify the acquisition and facilitate the effective use of asset CCPUD's asset data. • The quality, accuracy and completeness of asset attribute data is critical to the mission of CCPUD • Documented hierarchy of assets and asset codes for all components incorporated in the collection. • Template or form that depicts how additional assets will be captured in the future. • Roles and Responsibilities template. • Assist the project manager to ensure compliance with best business standards and assist in keeping the program on task and on schedule. • Evaluate and provide recommendations to improve the Utility's asset identification system, assist with the creation of hierarchies, and define rules regarding the definition of asset types, classes and hierarchies, and assist in the implementation of these definitions and rules. • Monitor all stages of the asset management program process to ensure compliance with best business standards,keep the program on task and meet all project dates and schedules • Attend team meetings • Maintain detailed records including but not limited to: • Bi-weekly, once every two weeks, feedback to the project manager on program progress, detailed financial invoices for all cost and prepare regular monthly progress reports. • Monitor all stages of the asset management program process to ensure compliance with Page 11 of 12 �O best business standards • Assist Project Manager in keeping the program on task and on schedule. • Develop reports utilized to determine Asset Management effectiveness • Provide guidance to help growth in Asset Management Maturity • Guidance to achieve ISO 55000 certification Page 12 of 12 €0, Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 14 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) RATE SCHEDULE: GRAY MATTER Standard Hourly Rate Title Principal/Sr Solutions Consultant $225 Project Manager $205 Senior Software Developer $185 Lead Process Consultant $185 Software Developer $175 Senior GIS Specialist $175 GIS Specialist $150 CADD Technician $125 POWER PLAN Project Director $330 Project Manager $300 Solutions Architect $315 Functional Lead $287 Consultant $199 Trainer $287 Analyst $187 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County and firm on a project by project basis as needed. Page 1 of 1 Other Exhibit/Attachment Description: following this page (pages through ) ❑■ this exhibit is not applicable Page 15 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) ACORD CERTIFICATE OF LIABILITY INSURANCE DATE/2M/DD/Y ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. 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INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 36044660 11/22/2017 11/22/2018 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO LOC PRODUCTS-COMP/OP AGG $2,000,000 X POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY Y Y 73600792 11/22/2017 11/22/2018 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED accident)BODILY INJURYPer $ AUTOS ONLY AUTOS ( HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR Y Y 78182762 11/22/2017 11/22/2018 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$s0 $ A WORKERS COMPENSATION Y 71763536 11/22/2017 11/22/2018 X ;MUTE EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? 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ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE(MM/DDIYYYY) 1 ' R l CERTIFICATE OF LIABILITY INSURANCE 9/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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 Palmer&Cay, LLC PHONE Susan L.King FAX 410 Park Avenue, Suite 1210 (A/C,No.EM):646-863-0033 (A/C,No): New York NY 10022 E-MAIL ADDRESS:ADDREss: susan.kin INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Federal Insurance Company 20281 INSURED 927 INSURERB:Certain Underwriters/Lloyds Gray Matter Systems, LLC 100 Global View Drive, Suite 200 INSURER C: Warrendale PA 15086 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1218716054 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD wVD POLICY NUMBERLIMITS (MM/DDIYYYY) (MM/DDIYYYY) A X COMMERCIAL GENERAL LIABILITY Y Y 36044660 11/22/2017 11/22/2018 EACH OCCURRENCE $1,000,000 _ DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 X Contractual Liab MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 I GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y 73600792 11/22/2017 11/22/2018 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Peraccident) AUTOS ONLY AUTOS $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ A X UMBRELLA LIAB X OCCUR Y Y 78182762 11/22/2017 11/22/2018 EACH OCCURRENCE $5,000,000 _ EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 _ DED X RETENTION$$0 $ A WORKERS COMPENSATION Y 71763536 11/22/2017 11/22/2018 X PER OTH- AND EMPLOYERS'LIABILITY Y I N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? 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