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Agenda 04/14/20 Item # 1 (Agenda ID 11305) 04/27/2020 EXECUTIVE SUMMARY Recommendation to extend existing contracts with Executive Alliance Group, Inc. and HyperTeam USA Business Consulting, Inc., under Agreement No. 15-6521, "Information Technology (IT) On- Call Services," for a period of six months to allow staff to complete soliciting and negotiating a new agreement,to prevent a lapse in this service. OBJECTIVE: To provide continued specialized information technology support to staff until a new agreement can be solicited, negotiated and approved by the Board. CONSIDERATIONS: On April 26, 2016 (Agenda Item 11.H), the Board approved contracts with Executive Alliance Group, Inc. and HyperTeam USA Business Consulting, Inc., under Agreement No. 15-6521, "Information Technology On-Call Services" (the "Agreement"). Over the last three years the Public Utilities Department has been the primary user of the Agreement and is in the process of preparing a new solicitation. The current term under the Agreement is set to expire on April 25, 2020, and staff recommends that it is in the best interest of the County to extend the existing contracts for a period of six months. In the interim, staff will evaluate the use of cooperative contracts as an alternative to a new agreement to meet their specific needs. Both vendors have indicated that they are agreeable to the requested extension to the Agreement's term. The requested extension will revise the current expiration date of April 25, 2020 to October 22, 2020, or until a new contract is awarded, whichever is sooner. FISCAL IMPACT: Funds are available in Water, Wastewater, Solid and Hazardous Waste (funds 412, 414, and 474 respectively)as applicable. GROWTH MANAGEMENT IMPACT: There is no direct impact on the Growth Management Plan. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: That the Board approve an extension to existing contracts with Executive Alliance Group, Inc. and HyperTeam USA Business Consulting, Inc., under Agreement No. 15-6521, "Information Technology On-Call Services,"for a period of six months, up to October 22, 2020 or until a new contract is awarded, whichever is sooner. PREPARED BY: Jennifer Rainey, Sr. Operations Analyst, Engineering and Project Management Division, Public Utilities; and Richard Badge,Applications Manager, Information Technology ATTACHMENT(S) 1. 15-6521 ExecAl lianceBoardExtension (PDF) 2. 15-6521 ExecAlliance_Insurance 2020 (PDF) 3. 15-6521 HyperTeam_AwardLtr(PDF) 4. 15-6521 HyperTeam_BoardExtension (PDF) 5. 15-6521 HyperTeam_Insurance_10-9-19 (PDF) 6. 15-6521 ExecAlliance_2of2_1 YrRenewal_20200108142917.972_X (PDF) 7. 15-6521 ExecAlliance AwardLtr 20200108142829.273_X (PDF) 04/27/2020 8. 15-6521 ExecutiveAlliance_l of2_1 YrRenewal_20200108142856.550X (PDF) 9. 15-6521 HyperTeam_1 of2_1 YrRenewals_20200108142633.189_X (PDF) 10. 15-6521 HyperTeam_2of2_1 YrRenewals_20200108142720.177_X (PDF) 11. 15-6521 HyperTeamContract 20200108142517.615_X (PDF) 12. 15-6521 ExecAlliance_Contract_20200108151051.624_X (PDF) 04/27/2020 COLLIER COUNTY Board of County Commissioners Item Number: 1.1 Doc ID: 11305 Item Summary: Recommendation to extend existing contracts with Executive Alliance Group, Inc. and HyperTeam USA Business Consulting, Inc., under Agreement No. 15-6521, "Information Technology (IT) On-Call Services," for a period of six months to allow staff to complete soliciting and negotiating a new agreement, to prevent a lapse in this service. Meeting Date: 04/27/2020 Prepared by: Title: Operations Analyst—Public Utilities Planning and Project Management Name: JenniferA Rainey 01/08/2020 1:18 PM Submitted by: Title: Division Director- Public Utilities Eng—Public Utilities Planning and Project Management Name: Tom Chmelik 01/08/2020 1:18 PM Approved By: Review: Office of Management and Budget MaryJo Brock Level 3 OMB Gatekeeper Review Skipped 04/09/2020 9:26 AM Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Completed 01/09/2020 8:57 AM Procurement Services Sue Zimmerman Additional Reviewer Completed 01/09/2020 9:46 AM Procurement Services Priscilla Doria Additional Reviewer Completed 01/09/2020 10:06 AM Procurement Services Sandra Herrera Additional Reviewer Completed 01/13/2020 10:25 AM Public Utilities Planning and Project Management Tom Chmelik Additional Reviewer Completed Procurement Services Evelyn Colon Additional Reviewer Completed 01/14/2020 4:39 PM Information Technology JenniferA Rainey Additional Reviewer Skipped 01/17/2020 2:46 PM Public Utilities Operations Support AmiaMarie Curry Additional Reviewer Completed 01/17/2020 3:15 PM Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 02/24/2020 8:58 AM Information Technology Mike Berrios Additional Reviewer Completed 03/23/2020 8:13 AM Public Utilities Department Drew Cody Level 1 Division Reviewer Completed 03/23/2020 6:02 PM Public Utilities Department George Yilmaz Level 2 Division Administrator Review Completed 03/27/2020 2:34 PM County Attorneys Office Scott Teach Level 2 Attorney Review Completed 03/29/2020 10:31 PM County Attorneys Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 03/30/2020 9:47 AM Office of Management and Budget Debra Windsor Additional Reviewer Completed 03/30/2020 5:04 PM 04/27/2020 Budget and Management Office Ed Finn Additional Reviewer Completed 03/31/2020 6:28 PM Office of Management and Budget Susan Usher Additional Reviewer Completed 04/02/2020 10:20 AM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 04/02/2020 10:48 AM Board of County Commissioners MaryJo Brock Meeting Pending 04/27/2020 10:00 PM Cotter County Administrative Services Department Procurement Services Division 9/6/19 Robert Gazdowicz, VP Executive Alliance Group, Inc. 5929 SE Federal HW'Y, PMB 326 Stuart, FL 34997 Via Email: L K all{aix.“fccyt i coast.net RE: Extension of Contract for# 15-6521 "Information Technology On-Call Services"' Dear Mr. Gazdowicz: The above contract will expire 4/25/2020. In order to maintain required service levels in the interim, we request an extension of your contract as provided for in the Collier County Procurement Ordinance until 10/22/2020 or until the new contract is awarded and fully executed, whichever is sooner. The previous contract will be terminated on issuance of the new contract. However, any Purchase Order/Work Order that extends beyond the expiration date of the original contract will survive and remain subject to the terms and conditions of that contract until the completion or termination of the Purchase Order/Work Order. This extension is contingent upon the Board approving the extension. Should the Board not approve the extension,this letter will be automatically nullified. If you are agreeable to extension of the referenced contract, please indicate your intentions by providing the appropriate information as requested below: I am agreeable to extending the present contract for the time period indicated under the same terms and conditions as the existing contract. I am not agreeable to extension of this contract. *arty' Page 2 of 2 RE: Extension of Contract for#15-6521 "Information Technology On-Call Services"' Your prompt attention is urgently requested. Please return this letter to the Procurement Services Division with your response by 9/16/19. You may email your response to: . If you have any questions you may contact 239-252-8407. Regards, HerreraSandra .,�.. � Sandra Herrera Procurement Contract Manager—Procurement Services Division Acceptance: Executive Alliance Group, Inc. ContractorN ndo .' By: Signature 1111 U 'IG Sr" 6PZDOWI-CZ itice,,//t�U Name and Title Date: q 19 C: Richard Badge, Information Technology 149519 Executive Alliance Group Inc Certificate Of Insurance 10/3/2019 6:34:59 PM Ac® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 10/3/2019 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: 00 0 PHOFAX •O:Techinsurance (AINEC. o.Ext): (800)668-7020 (A/c,No 877-826-9067 an A �„w!L E-MAIL lechlnsurance ADDRESS: 30 N.LaSalle,25th Floor,Chicago, IL 60602 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A: Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B: Hartford Casualty Insurance Company 29424 Executive Alliance Group Inc INSURER C: 4755 SE Dixie Hwy Unit 345,Port Salerno,FL,34992 INSURER D: 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 SUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER (MMIDDIYYYY) (MM/DDIYYYY) LIMITS 1 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE ✓ OCCUR DAMAGE TO RENTED 300,000 PREMISES(Ea occurrence) $ _ MED EXP(Any one person) $ 10,000 B Yes 46SBMVC6867 4/21/2019 4/21/2020 PERSONAL&ADV INJURY $2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 ✓ POLICY PET LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED ) AUTOS AUTOS Yes 46SBMVC6867 4/21/2019 4/21/2020 BODILY INJURY(Per accident $ B ✓ HIRED AUTOS 1 00-OWNED PROPERTY DAMAGE AUT (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? n N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability(Errors and Omissions) PHSD1371994 11/21/2019 11/21/2020 Occurrence/Aggregate $500,000/$500,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners is named as Additional Insured with regard to the general liability and automobile liabilityShould any of the above described policies be cancelled before the expiration date,the issuing insurer will endeavor to mail 30 days written notice(10 days notice if due to non-payment)to the certificate holder named below,but failure to do so shall impose no obligation or liability of any kind upon the insurer,its agents or representatives. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE For any and all work performed on behalf of Collier County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trl East Naoles Fl 34112 AUTHORIZED REPRESENTATIVE 1reciu.,.f v-- ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CIL Coi•-nty Administrative Services Department Procurement Services Division May 6,2016 Apad Solti,CEO HyperTeam USA Business and IT Consulting, Inc. 3510 Kraft Road,Suite 200 Naples, FL 34105 RE: Contract# 15-6521 "Information Technology On-Call Services" Dear Mr. Solti: We are pleased to enclose your copy of the fully executed agreement for the above- referenced services which was approved by the Board of County Commissioners on April 26,2016 Agenda Item 11.H. We anticipate a successful relationship, and in order to meet that goal,we want to convey our expectations regarding your role as a contractor as follows: 1. Flexibility in making changes, including resource allocation as the need arises; 2. Creativity in finding cost-effective solutions to unanticipated problems; 3. Cooperation and timely communication with County Project Manager and staff; 4. Proper documentation of costs and expenses associated with this contract. Congratulations on the award of this contract; should you have any questions, please do not hesitate to contact me at 239/252-8941. Regards, Rhonda Burns, FCCN,CPPB Procurement Strategist C: Mike Berrios, Director/IT Enclosure �j�, �itT_"F Uiy Frocuremerr Services Division•3327 Tamiami Trail East•Naples,Florida 34112-4901•239-252-3407•wvvrir.colliergov.net/procurementservices C ,er County Administrative Services Department Procurement Services Division 9/6/19 Arpad Solti, CEO HyperTeam USA Business and IT Consulting, Inc. 3510 Kraft Road, Suite 200 Naples, FL 34105 Via Email: Arpad.Solti(a�hyperteam.com RE: Extension of Contract for#15-6521 "Information Technology On-Call Services'" Dear Mr. Solti: The above contract will expire 4/25/2020. In order to maintain required service levels in the interim, we request an extension of your contract as provided for in the Collier County Procurement Ordinance until 10/22/2020 or until the new contract is awarded and fully executed, whichever is sooner. The previous contract will be terminated on issuance of the new contract. However, any Purchase Order/Work Order that extends beyond the expiration date of the original contract will survive and remain subject to the terms and conditions of that contract until the completion or termination of the Purchase Order/Work Order. This extension is contingent upon the Board approving the extension. Should the Board not approve the extension, this letter will be automatically nullified. If you are agreeable to extension of the referenced contract, please indicate your intentions by providing the appropriate information as requested below: I am agreeable to extending the present contract for the time period indicated under the same terms and conditions as the existing contract. I am not agreeable to extension of this contract. :S+9R • 1: • Procurement Services laysion•3295 Taman Trail East•Naples Florida 34112-4901•www coilrergov netrpracurementservrces Page 2 of 2 RE: Extension of Contract for#15-6521 "Information Technology On-Call Services"' Your prompt attention is urgently requested. Please return this letter to the Procurement Services Division with your response by 9/16/19. You may email your response to: Renewals(u�colliercountyfl.gov . If you have any questions you may contact 239-252-8407. Regards, Sandra Herrera Procurement Contract Manager— Procurement Services Division Digitally signed by Hener a Sandra HerreraSandra DNdc-net.do=onlNergov,dobcou D,leznsou•ASD, u-ASO PUrthasmg,ou-Purcaursg User Accounts. cit-Herrera5andra,email-Sandra Hebera(ncothercouncy11 gov Date 2017.07 06 12.56.10-04'00 Acceptance: HyperTeam USA Business and IT Consulting, Inc Contractor/Vendor By: Signature Name and Title Date: '3///A° l C: Richard Badge, Information Technology THE HARTFORD BUSINESS SERVICE CENTER THE "'.� 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 October 8, 2019 Collier County Board of County Commissioners 3295 TAMIAMI TRL E NAPLES FL 34112-5758 Account Information: �Q Contact Us PolicyHolder Details : HYPERTEAM USA BUSINESS & IT CONSULTING, INC. Business Service Center Business Hours: Monday- Friday (7AM -7PM Central Standard Time) Phone: (888) 920-6259 Fax: (888)443-6112 Email: agency.services(@.thehartford.com Website: https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTR005 AC'r� I CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) �..,1 10/08/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION'S 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 AJG RISK MGMT SERVICES INC/PHS NAME: 83550537 PHONE (888)920-6259 FAX (888)443-6112 (A/C,No,Ext): (A/C,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78265 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIL# INSURED INSURERA: Sentinel Insurance Company Ltd. 11000 HYPERTEAM USA BUSINESS&IT CONSULTING, INC. INSURER B: 3530 KRAFT RD STE 201 NAPLES FL 34105-5020 INSURER C INSURER D: 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 INSR WVD IMM/DD/YYYYI IMM/DD/Y YYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $1,000,000 PREMISES(Ea occurrence) X General Liability MED EXP(Any one person) $10,000 A X X 83 SBM ACO214 09/11/2019 09/11/2020 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO- )( LOC PRODUCTS-COMP/OPAGG $2,000,000 JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) ALL OWNED SCHEDULED A 83 SBM ACO214 09/11/2019 09/11/2020 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS- AGGREGATE MADE DED RETENTION$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY Y/N E.L.EACH ACCIDENT PROPRIETOR/PARTNER/EXECUTIVE — OFFICER/MEMBER EXCLUDED? N/A E.L.DISEASE-EA EMPLOYEE (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS below A DATA BREACH-DEFENSE& $250,000 83 SBM ACO214 09/11/2019 09/11/2020 Limit LIAB COVG DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations. Please see Additional Remarks Schedule Acord Form 101 attached. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Commissioners BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED 3295 TAMIAMI TRL E IN ACCORDANCE WITH THE POLICY PROVISIONS. NAPLES FL 34112-5758 AUTHORIZED REPRESENTATIVE � ., Cwt ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: AC C aXl 7" ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED AJG RISK MGMT SERVICES INC/PHS HYPERTEAM USA BUSINESS & IT CONSULTING, INC. POLICY NUMBER 3530 KRAFT RD STE 201 SEE ACORD 25 NAPLES FL 34105-5020 CARRIER NAIC CODE SEE ACORD 25 EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Re: Contract#15-6521 Information Technology On-Call Services. Collier County Board of County Commissioners Naples, Florida is an Additional Insured per the Business Liability Coverage Form SS0008 attached to this policy. Waiver of Subrogation applies in favor of the Collier County Board of County Commissioners Naples, Florida per the Business Liability Coverage Form SS0008, attached to this policy. ACORD 101 (2014/01) ©2014 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Goiter County Administrative Services Department Procurement Services Division 12/12/18 Robert Gazdowicz,VP Executive Alliance Group, Inc. 5929 SE Federal HWY, PMB 326 Stuart, FL 34997 Via Email: Execalliance(n�comcast.net RE: Contract Renewal for#15-6521 'Information Technology On-Call Services" Dear Mr. Gazdowicz: Collier County would like to renew the above contract under the same terms and conditions for an additional one(1)year period in accordance with the renewal clause in the contract. If you are agreeable please indicate your intentions by providing the information requested below and executing the acceptance section: 1 am agreeable to renewing the above referenced contract under the same terms,conditions,and pricing as the existing contract. I am not agreeable to the renewal of this contract. By executing the section below, this contract will be in effect from 4/26/19 until 4/25/20. Acceptance of Contract Renewal Company Name + ' C Lin 1& A 411C - a •_ Company Signature ),411 .�` Print Name �JbL ier 6a41)044./1G Z--- Signature Signature Date i2// 3fr e i i1.1 1 f�Y r,i:9' •S Procurement Services Division•3295 Tamiami Trail East•Naples,Florida 34112-4901•www colliergov.netiprocurementservices Page 2 of 2 RE: Contract Renewal for#154521 "Information Technology On-Call Services" Updated Contact Information (Only if addressee information on the first page is incorrect) Contact Name Telephone Number FAX Number Email Address Collier County Procurement Services is pleased to announce, it has partnered with BidSync to provide Free web-based Bidding services to its vendors, suppliers and contractors. We are now"live on the new bidding platform. Register today at www.bidsync.com. For Registration Assistance,please contact BidSync customer service at 800-990-9339 Or email: support@bidsync.com. Please return this letter to the Procurement Services Division with your response no later than 12/18/18. You may email your response to: email Renewals@colliercountvfl.gov. If you have any questions you may contact me at 239-252-8407. Respectfully, o'Yth`7•19+.'d by Nen ddra Herrera5andra vn „ W, Deo:7010.17.171037:1 1-05'00' Sandra Herrera Procurement Contract Manager—Procurement Services Division C: Richard Badge, Information Technology CAT Com. ty Administrative Services Department Procurement Services Division May 6, 2016 Robert Gazdowicz, VP Executive Alliance Group, Inc. 5946 SE Riverboat Drive, Unit 519 Stuart, FL 34997 RE: Contract# 15-6521 "Information Technology On-Call Services" Dear Mr. Gazdowicz: We are pleased to enclose your copy of the fully executed agreement for the above- referenced services which was approved by the Board of County Commissioners on April 26, 2016 Agenda Item 11.H. We anticipate a successful relationship, and in order to meet that goal, we want to convey our expectations regarding your role as a contractor as follows: 1. Flexibility in making changes, including resource allocation as the need arises; 2. Creativity in finding cost-effective solutions to unanticipated problems; 3. Cooperation and timely communication with County Project Manager and staff; 4. Proper documentation of costs and expenses associated with this contract. Congratulations on the award of this contract; should you have any questions, please do not hesitate to contact me at 239/252-8941. Regards, Rhonda Burns, FCCN, CPPB Procurement Strategist C: Mike Berrios, Director/IT Enclosure �J ,,„VpJ 0l l. Rocurement Services D rision•3327 Tamiami Trail East•Naples,Florida 34112-4901•239-252-8407•wit.w.colliergov.netlprocurementservices Col ier County Administrative Services Department Procurement Services Division 12/11/17 Robert Gazdowicz,VP Executive Alliance Group,Inc. 5946 SE Riverboat Drive, Unit 519 Stuart,FL 34997 Via Email: Execalliance@comcast.net RE: Contract Renewal for#15-6521 "Information Technology On-Call Services" Dear Mr. Gazdowicz: Collier County would like to renew the above contract under the same terms and conditions for an additional one (1) year period in accordance with the renewal clause in the contract. This renewal is contingent upon approval by the County Project Manager. If you are agreeable please indicate your intentions by providing the information requested below and executing the acceptance section: I am agreeable to renewing the above referenced contract under the _______„7/ same terms, conditions, and pricing as the existing contract. I am not agreeable to the renewal of this contract. By executing the section below, this contract will be in effect from 04/26/18 until 04/25/19. Acceptance of Contract Renewal Company Name E }Y. e u; I vc ALL i c e C--re .._ii e / i i Company Signature /-.4c4'-`4 U rO coC L✓a G.."k✓C Print Name , R0` t 4J- 6 4 Zp cn;_Ai t r Z.-- Signature Date I /t S/r 7 /' y/ ISP J S C)(Lc-Ci rJc ACL./,1 Ge 7ry+i -Pre i 7 4 C gut/ RIM 329 5'1114r, r 1 3 Sr Page 2 of 2 RE: Contract Renewal for#15-6521 "Information Technology On-Call Services" Updated Contact Information (Only if addressee information on the first page is incorrect) Contact Name Telephone Number FAX Number Email Address Collier County Procurement Services is pleased to announce, It has partnered with BidSync to provide Free web-based Bidding services to its vendors,suppliers and contractors. Implementation is underway with a go-live date of December 4, 2017. Register today at www.bidsvnc.com For Registration Assistance, please contact BidSync customer service at 800-990-9339 Or email: supportPbidsvnc.com Please return this letter to the Procurement Services Division with your response no later than 12/20/17. You may email your response to: email renewals ancollieraov.net. If you have any questions you may contact me at 239-252-8407. Respectfully, sandraherrera °��"„�,„9N;„,, @colliergov.netsn.�in` ice""" Sandra Herrera Procurement Contract Manager—Procurement Services Division C: Richard Badge, Information Technology ,, — Collier County Administrative Services Departmentpage 2 of 2 ar Procurement Services Divisions $ RE: Contract Renewal fore 156521"Information Technology On-Call Services` ,tit,e"d anvt7 Aped Sotti,CEO -._--- `~ HyperTeam USA Business and IT Consulting,Inc. I -Updated Contact Infomratton t 3510 Kraft Road,Suite 200 (Only R addressee information on the fest page is incorrect). ,,,--....ti,;. Naples,it 34105 _,—_ __--- _tN Via Email:Arpad Sotti(�hyperteam.com Contact Name 1A RE: Contract Renewal for p 15-6521"Information Technology On-Call Services" Telephone _� Number - -'- Dear Mr.Soft FAX Number -{ Collier County would like to renew the above contract under the Caine terms and conditions for 1 an additional one(1)year period in accordance with the renewal clause in the contract This Email Address J renewal is contingent upon approval by the County Project Manager. Collier County Procurement Services is pleased to announce, If you are agreeable please indicate your intentions by providing the information requested below It has partnered with BidSync to provide Free web-based and executing the acceptance section: suppliers and contractors. 1 Biddingservices to its vendors, f - I am taerms, o to nand re above referenced contract under the I Implementation is underway with a go-live date of December 4,2017. " same terms,conditions,and pricing as the existing contract Register today at www,bidsvnc.com , For Registration Assistance,please contact BidSync customer service at 800-990.9339 . Or email: suaoortPbidsvnc.com .._. ..- 1: ----- ---------- 4 Please return this letter to the Procurement Services Division with your response no later than I em not agreeable to the renewal of this rgntrad. --- --I 12120177. You may email your response to.email renewalsCd!collieraov net If you have any '... ---- -- -- questions you may contact me at 239-252-8407. y By executing the section below,this contract will be in effect from 04/26/18 until 04125119-- Respectfully, Acceptance of Contract Renewalsandraherrera@' ^ Company Name 6 -- - k_s /rc Sandra Herrera . y'/�R f f1_______ Procurement Contract Manager-Procurement Services Division Company - -- Signature Pot int NaNa C:Richard Badge,Information Technology Prme 24- `t,. . �LTr - Signature Data ri,. , r ` '�.,. plmeretaro0eee.32arrense PO Easypy.r resu 34112.4901. r",roweievorsmessdanbM .`d: P', „Ia Colter County Administrative Services Department Procurement Services Division 12/12/18 Apad Solti, CEO HyperTeam USA Business and IT Consulting, Inc. 3510 Kraft Road, Suite 200 Naples, FL 34105 Via Email:Arpad.Solti(a�hyperteam.com RE: Contract Renewal for# 15-6521 "Information Technology On-Call Services" Dear Mr. Solti: Collier County would like to renew the above contract under the same terms and conditions for an additional one (1)year period in accordance with the renewal clause in the contract. If you are agreeable please indicate your intentions by providing the information requested below and executing the acceptance section: .m agreeable to renewing the above referenced contract under the same terms, conditions, and pricing as the existing contract. I am not agreeable to the renewal of this contract. By executing the section below, this contract will be in effect from 4/26/19 until 4/25/20. Acceptance of Contract Renewal Company Name lyy� /��57�t-1u x4 741-S14-1-Lr71'17( /i j,(C.7-74-4'/44.Company Signature �-- Print Name _ 7.E'.'?�'91) .c 'c 7/ Signature Date ////ep ' Proaramert Services Division•3295 Tamiami Trail East•Naples,Florida 34112-4901•www coAiergovmetiproa,ramentservices Page 2 of 2 RE: Contract Renewal for#15-6521 "Information Technology On-Call Services" Updated Contact Information (Only if addressee information on the first page is incorrect) Contact Name Telephone Number FAX Number Email Address Collier County Procurement Services is pleased to announce, it has partnered with BidSync to provide Free web-based Bidding services to its vendors,suppliers and contractors. We are now"live on the new bidding platform. Register today at www.bidsync.com. For Registration Assistance,please contact BidSync customer service at 800-990-9339 Or email: support(ii bidsync_com. Please return this letter to the Procurement Services Division with your response no later than 12/18/18. You may email your response to: email Renewals@colliercountvfl.gov. If you have any questions you may contact me at 239-252-8407. Respectfully, °Wally signed by HerreraSandrn dcnet, calliergov,dcsioASD,HerreraSandra ou=ASD Gurchedng,ou=Purchasing UserAccounts, crr-Herrera5andra,email-Sandra.HerrerasKolbercountyttgov Gate.2018.12,12 10.37:40 Sandra Herrera Procurement Contract Manager—Procurement Services Division C: Richard Badge, Information Technology Contract 15-6521 Information Technology On-Call Services FIXED TERM CONTRACT FOR SERVICES THIS AGREEMENT is made and entered into this 2(p day of rt ( 2016, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and HyperTeam USA Business and IT Consulting, Inc., authorized to do business in the State of Florida, whose business address is 3530 Kraft Road, Unit 201, Naples, Florida 34105, (hereinafter referred to as the "CONSULTANT"). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain CONSULTANT Information Technology services expeditiously when a need arises in connection with a Collier County project; and NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER Information Technology services (hereinafter the Contract#16-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the 2 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. C understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 CONSULTANT hereby designates Arpad Solti, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified Information Technology professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and 3 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Information Technology services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT 4 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3) as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. 5 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.6 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.7 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the 6 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Procurement Ordinance, as amended, and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. 7 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: 8 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing specifications, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Services to be rendered by CONSULTANT shall be 9 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all 10 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through two (2) years from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for two (2) additional one (1) year renewal period. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): a firm fixed total price offering for a project; the risks are transferred from the County to the Consultant; and, as a business practice there are no hourly or material 11 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 invoices presented, rather, the Consultant must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Time and Materials: the County agrees to pay the contractor for the amount of labor time spent by the Consultant '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 mark up). 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. 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). CONSULTANT agrees to furnish OWNER, after the end of each calendar month, or as specified in the Work Order, a statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statement shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order/Purchase Order Number and Project Site description (if any). 12 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 13 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 5.2.2.5. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6. Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 14 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 4 5.6 Payments for Basic Services and Additional Basic Services as set forth herein, or in the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 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 contract. 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 5.8 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance. 15 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 16 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. 17 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT 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 8.1. 8.2 The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, OWNER 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 CONSULTANT. CONSULTANT'S obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the OWNER or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 18 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 19 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT,.its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, 20 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall 21 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such 22 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies 23 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 24 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE 13 CONFLICT OF INTEREST 13.1 CONSULTANT 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 25 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 14 MODIFICATION 14.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 15 NOTICES AND ADDRESS OF RECORD 15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners Collier County Florida Procurement Services Division 3327 Tamiami Trail East Naples, FL 34112 Attention: Joanne Markiewicz, Director, Procurement Services Division Telephone: 239-252-8407 Fax: 239-252-6480 15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: 26 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. C) HyperTeam USA Business and IT Consulting, Inc. 9130 Galleria Court, Suite 326 Naples, FL 34101 Telephone: 888-466-0710 Email address: Arpad.Solti{7hyperteam.com Web Address: www.hyperteam.com Attention: Apad Solti, CEO Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 16 MISCELLANEOUS 16.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 16.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 27 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 16.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 16.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 16.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 16.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 16.9 This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Consultant's Proposal, Insurance Certificate(s), RFP #15-6521 Scope of Services, Schedule A — Work Order, Schedule B — Fee Schedule and Schedule C — Insurance Coverage. 28 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. ARTICLE 17 APPLICABLE LAW 17.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. 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. ARTICLE 18 DISPUTE RESOLUTION 18.1 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 CONSULTANT 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 CONSULTANT 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 29 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. 0 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. ARTICLE 19 IMMIGRATION LAW COMPLIANCE 19.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of 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. Failure by the CONSULTANT 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. 30 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Information Technology On-Call Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By-AW-141. Date: IC t l�p By: -! � Attest as to C d oats Donna Fiala, Chairman signature only. •prov„ed as,to Form and Legality: t 1. -)`l700(i2____ sistant County Attorney u HyperTeam USA Business and IT Consulting, Inc. ._�. a✓ r,.__ By: Witness 1 /.••-; , y..s TlX< 74\" T `^r t 1 CSV Typed Name and Title Typed Name and Title ness -A DANz✓ A.,' iC- Typed Name and Title 31 Contract#15-6521 Information Technology On-Call Services HyperTeam USA Business and IT Consulting,Inc. SCHEDULE A WORK ORDER/PURCHASE ORDER Contract 15-6521 "Information Technology Services" Contract Expiration Date: , 201 This Work Order is for professional Information Technology Project Management services for work known as: Project Name: Project No: The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is assigned to: Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Taskl - * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order.The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material (T&M) (established hourly rate—Schedule A) ECost Plus Fixed Fee (CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name) , Division Director Date APPROVED BY: type name, Department Administrator Date By the signature below,the Firm(including employees, officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director,in writing within 48 hours of learning of any actual or potential conflict of interest that arises during the Work Order and/or project duration. ACCEPTED BY: (Company Name) Name&Title of Authorized Company Officer Date A-1 S SCHEDULE B Collier County Fee Schedule RFP 15-6521 "Information Technology On-Call Services" Staff Category Hourly Rate SharePoint Architect $100 SharePoint Senior Programmer $80 SharePoint Junior Programmer $50 BI Programmer $100 Project Manager $150 Business Analyst $150 Management Consultant $150 Work performed onsite and work performed remotely are both billed at the same rate. Please review the chart above for pricing. 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. Any trips within Collier and Lee Counties are expressly excluded. The above hourly rates are applicable to Time and Materials projects only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added upon mutual agreement in advance and in writing by the Project Manager and the Consultant. B-1 ObJ SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or C-1 0 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 oti J purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? Yes X No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable X Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this C-4 06,. J Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: Single Limit per Occurrence $300,000 Products/Completed Operations Aggregate $300,000 Each Occurrence $300,000 Single Limit per Occurrence $500,000 Products/Completed Operations Aggregate $500,000 Each Occurrence $500,000 x Single Limit per Occurrence $1,000,000 Products/Completed Operations Aggregate $2,000,000 Each Occurrence $1,000,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. C-5 (4) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable (5) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: x Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 C-6 DATE ACRD CERTIFICATE OF LIABILITY INSURANCE 4/21/2016 DmYr) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lutgert Insurance-Naples PHONE Lorraine Jones-Murray FAx PO Box 112500 (Arc,No.Eat).239 262-7171 (A/C Ne 239-262-5360 Naples FL 34108 AIL ADDRESS:Ijones-murray@lutgertinsurance.com INSURER(S)AFFORDING COVERAGE NAIC k INSURER A_Sentinel Ins.Company '1:11000 INSURED HYPER-1 INSURER B: _ HyperTeam USA INSURER C: Business& IT Consulting, Inc. 3530 Kraft Rd,#201 INSURER Di Naples FL 34104 INSURER E:__ INSURER F: COVERAGES CERTIFICATE NUMBER:1406243583 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. INSR1 ADDL SUBR' T POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDO/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 21SBMBX8163 9/11/2015 9/11/2016 EACH OCCURRENCE I$1,000,000 1 DAMAGE TO RENTED CLAIMS-MADE '',_XJ OCCUR PREMISES(Ea occurrenc�__..1$100,000 I MED EXP(Any one person) $5,000 ___.., _._ _ i I PERSONAL&ADV INJURY i$1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO X 'POLICY_ -J JECT- LOC i PRODUCTS-COMP/OP AGG $2,000,000 )OTHER: !A AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT _ 21SBMBX8163 9/11/2015 9/11/2016 (Ea accident) $1,000,000 ANY AUTO I BODILY INJURY(Per person) $ ALL OWNED SCHEDULED --- - - —---- -- i AUTOS AUTOS i BODILY INJURY(Per accident) $ ----' - NON-OWNED X HIRED AUTOS X AUTOS PROPERTY DAMAGE Per accidenlZ __ I $ UMBRELLA LIAR OCCUR I EACH OCCURRENCE $ ' EXCESS LIAB _ I CLAIMS-MADE AGGREGATE $ DEO i RETENTION$ j ', $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Li OFFICERMEMBER EXCLUDED? N/A E.l.-EACH ACCIDENT $ (Mandatory in NH) El.DISEASE-EA EMPLOYEE $ If yes,describe under - --�- ----- DESCRIPTION OF OPERATIONS below El.DISEASE-POLICY LIMIT 1$ A Professional Liability 21SBMBX8163 9/11/2015 9/11/2016 ;Occurrence $1,000,000 Aggregate $1,000,0000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Contract#15-6521 Information Technology On-Call Services For any and all work performed on behalf of Collier County Board of County Commissioners Naples, Florida as Additional Insured on a Primary Non-Contributory basis per written contract with regards to General Liability.Waiver of Subrogation for any and all work performed on behalf of Collier County Board of County Commissioners Naples, Florida. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3299 Tamiami Trail E,Suite 700 ACCORDANCE WITH THE POLICY PROVISIONS. Naples FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD C Iffier Coui'1:ttV Admir,istrative Smites Omen Risk M1tana+,nary Workers Compensation Evaluation for Collier County Vendors Date: `lGVCr 1S' , a0mo Vendor Name: \ erl-eQ1 (l 1..1 q auSineS5 Qnd Z-C co SLu -+,rn Scope of Work: 1. Are you a Registered business in Florida YESrl" NO F• Incorporated % Sole Proprietor 2. Number of employees 3. If you are an officer in the company,have you elected to exempt yourself from Workers Compensation?* YES NO If you have answered YES to question 1,and you employee four or more employees,you are required to secure and submit Worker Compensation insurance to the County determined by the Collier County Risk Management Department and Department. If you have answered NO to the above questions,and are not required to carry Workers Compensation insurance,please sign this form,have it notarized and return to: (Contact name/email address and fax number) Notarized: c-411 Th-- •.1' r C_. `r Print name ,.his'_"K ., ANDREA MOORE Print name •� MY COMMISSION 9 FF 219418 ' . EXPIRES:August 7,2019 fipirfj• Banded TM Notary Public Linden/titers ers te; `(( / .2O `b Fla.Stat.440—Workers Compensation Non-Construction Industry:An employer in the non-construction industry,who employs four or more part or full-time employees,must obtain workers'compensation coverage. *Corporate officers are considered employees,unless they elect to exempt themselves from the coverage requirements of Chapter 440,F.S.As defined in Chapter 440.02(9),F.S.,Corporate officer or officer of a corporation means any person who fills an office provided for in the corporate charter or articles of incorporation filed with the Division of Corporations of the Department of State or as permitted or required by chapter G07.The term officer of a corporation includes a member owning at least 10 percent of a limited liability company created and approved under chapter 608. Sole proprietors and partners In the non-construction Industry are not considered to be employees unless they elect to be employees.The Notice of Election of Coverage,form OWC 251,must be submitted to the Division.Once approved the individual is considered an employee until a Revocation of Election of Coverage,form DWC 251-R is submitted to,and accepted by the Division. Sole Proprietor: Sole proprietors and partners are automatically excluded from workers'comp;they do not have to get an exemption.If they wish to be covered by workers'compensation,they must file form DWC 251-Election of Coverage with the Division of Workers'Compensation. Workers Compensation Collier County Vendors October 8,2014 Contract 15-6521 Information Technology On-Call Services FIXED TERM CONTRACT FOR SERVICES THIS AGREEMENT is made and entered into this ,.2(,+1day of -kPv-i 2016, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Executive Alliance Group Inc., authorized to do business in the State of Florida, whose business address is 5959 SE Federal Highway, PMB 326, Stuart, Florida 34997, (hereinafter referred to as the "CONSULTANT'). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain CONSULTANT Information Technology services expeditiously when a need arises in connection with a Collier County project; and NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER Information Technology services (hereinafter the 1 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the 2 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 CONSULTANT hereby designates Robert Gazdowicz, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified Information Technology professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to 3 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Information Technology services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT 4 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. S hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3) as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of 5 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.6 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.7 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 6 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 7 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 8 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. C9c objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing specifications, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 9 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through two (2) years from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for two (2) additional one (1) year renewal period. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): a firm fixed total price offering for a project; the risks are transferred from the County to the Consultant; and, as a business practice there are no hourly or material invoices presented, rather, the Consultant must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Time and Materials: the County agrees to pay the contractor for the amount of labor time spent by the Consultant '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 mark up). 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 11 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 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. 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). CONSULTANT agrees to furnish OWNER, after the end of each calendar month, or as specified in the Work Order, a statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statement shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order/Purchase Order Number and Project Site description (if any). 5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 12 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. S 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6. Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 13 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein, or in the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 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 contract. 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 14 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 5.8 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, 15 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the 16 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT 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 8.1. 8.2 The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, OWNER 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 CONSULTANT. CONSULTANT'S obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the OWNER or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 17 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 18 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, 19 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall 20 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such 21 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies 22 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 23 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. ��Q 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE 13 CONFLICT OF INTEREST 13.1 CONSULTANT 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 24 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 14 MODIFICATION 14.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 15 NOTICES AND ADDRESS OF RECORD 15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners Collier County Florida Procurement Services Division 3327 Tamiami Trail East Naples, FL 34112 Attention: Joanne Markiewicz, Director, Procurement Services Division Telephone: 239-252-8407 Fax: 239-252-6480 15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: 25 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. CO. Executive Alliance Group Inc. 5946 SE Riverboat Drive, Unit 519 Stuart, FL 34997 Telephone: 772-341-2769 Email Address: execalliance@comcast.net Attention: Robert Gazdowicz, Chief Executive Officer, Vice President Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 16 MISCELLANEOUS 16.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 16.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 16.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 26 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 16.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 16.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 16.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 16.9 This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Consultant's Proposal, Insurance Certificate(s), RFP #15-6521 Scope of Services, Schedule A — Work Order, Schedule B — Fee Schedule and Schedule C — Insurance Coverage. ARTICLE 17 APPLICABLE LAW 17.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. 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 27 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 18 DISPUTE RESOLUTION 18.1 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 CONSULTANT 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 CONSULTANT 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. Stat. ARTICLE 19 IMMIGRATION LAW COMPLIANCE 19.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations 28 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 relating thereto, as either may be amended. Failure by the CONSULTANT 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. 29 Contract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Information Technology On-Call Services the day and year first written above. ATTEST': BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwi ht E. Brocl , Clerk , , - B : . = By: Date: tc�.V. * 21,' i By: D na la a, alrma .., Attest as to ,�airman's signature only. Approved as to Form and Legality: 8 (1111°A--7141662t—Q - ssistant County Attorney Executive AIF=nce Gro Inc. Ai t i By: . .4iM Wit -s ��� „ i. ' RAW - ,*',�,t / i. u. UP Typed Name and Title j Typed Name and Title a=Ti Witness Rel N,eh,rldwsfc% , #7' Typed Name and Title ►3e- rt-e- Me 141912ecreAP be,i 14 Zovw1 cZ c.) La Procitteecc A Flc:R rV Dpi t1 1,6 c•e-r✓s.<. /9-S f JeJ,c'cr3-7"T 7/3., ..._ / / . N v 7.4.14 f �. , BETTY YICHALOWSKI Notary Public,State of Florida Commission#FF 147530 dom., My comm. expires Aug. 4. 2018 30 1. ontract#15-6521 Information Technology On-Call Services Executive Alliance Group,Inc. 0 SCHEDULE A WORK ORDER/PURCHASE ORDER Contract 15-6521 "Information Technology On-Call Services' Contract Expiration Date: , 201 This Work Order is for professional Information Technology Project Management services for work known as: Project Name: Project No: The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is assigned to: Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with following method(s): ENegotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material (T&M) (established hourly rate– Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which tasks) as provided in the attached proposal. Taskl $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name) , Division Director Date APPROVED BY: type name, Department Administrator Date By the signature below, the Firm (including employees, officers and/or agents)certifies, and hereby discloses,that,to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director,in writing within 48 hours of learning of any actual or potential conflict of interest that arises during the Work Order and/or project duration. ACCEPTED BY: (Company Name) Name&Title of Authorized Company Officer Date A-1 F\1— SCHEDULE B Collier County Fee Schedule RFP 15-6521 "Information Technology On-Call Services" Consulting Resource Onsite Hourly Rate Telecommute Hourly Rate Project $115 $100 Business Analyst $115 $100 DBA $115 $115 Net Developer $110 $110 IT Analyst $100 $90 _ Technical Writer $50 $45 Contracting business unit to supply county configured loaner laptop with IT tools, utilities, and security and software applications to facilitate efficient and timely access to County software and hardware and operating systems to deliver contracted services. 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. Any trips within Collier and Lee Counties are expressly excluded. The above hourly rates are applicable to Time and Materials projects only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added upon mutual agreement in advance and in writing by the Project Manager and the Consultant. B-i SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or c-i allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? Yes X No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable _X_ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable _X_ Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including C-4 Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: Single Limit per Occurrence $300,000 Products/Completed Operations Aggregate $300,000 Each Occurrence $300,000 Single Limit per Occurrence $500,000 Products/Completed Operations Aggregate $500,000 Each Occurrence $500,000 x Single Limit per Occurrence $1,000,000 Products/Completed Operations Aggregate $2,000,000 Each Occurrence $1,000,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. C-5 (4) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable (5) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 C-6 149519 Executive Alliance Group Inc Certificate of Insurance (page 1 of 1) 03/25/2016 11:10:43 AM ACCPR D CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDD/YYYY) 3/25/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: TechInsurance PHONE : 800-668-7020 Fax :00 1301 Central Expy.South,Suite 115 E-MAIL �SA/c,No): (877)826 9067 •o:TechInsurance Allen,TX 75013 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC C INSURER A: Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B: Hartford Casualty Insurance Company 29424 Executive Alliance Group Inc INSURER C: 5929 Se Federal Hwy Pmb 326 INSURER D: Stuart,FL 349977871 - -- - 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 SUBR POLICY EFF POLICY EXP ---""- LTR INSD WVD POUCY NUMBER (MMIDDIYYYY) (MMIDDIYYYY) LIMITS ./ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000.000 CLAIMS-MADE ti OCCUR DAMAGE TO RENTED --"-- PREMISES(Ea occurrence) $ MED EXP(Any one person) $10,000 B Yes 46SBMVC6867 4/21/2016 4/21/2017 PERSONAL 8 ADV INJURY $2,000,000 GE 'L AGGREGATE OMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY JET LOC PRODUCTS-COMP/OP AGG $4.000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) _ $ 2,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED 46SBMVC6867 4212016 4212017 BODILY INJURY Per accident $ AUTOS AUTOS ( ) B HIRED AUTOS ,/ NON-OWNED yes PROPERTY DAMAGE AUTOS (Per accident) $ _ $ UMBRELLA LIAB ^OCCUR EACH OCCURRENCE $ _ EXCESS UAB CLAIMS-MADE AGGREGATE _$ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE EL.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A _.— (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability(Errors and Omissions) PHSD1090944 11/21/2015 11/21/2016 $500,000/$500,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners is named as Additional Insured with regard to the general liability and automobile liabilityShould any of the above described policies be cancelled before the expiration date,the issuing insurer will endeavor to mail 30 days written notice(10 days notice if due to non-payment) to the certificate holder named below,but failure to do so shall impose no obligation or liability of any kind upon the insurer,its agents or representatives. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3301 East Tamiami Trl Naples,FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD