CN-370000-GC130-T10.pdf

Funding Information:

Org. Code E.O. Object Code Budget Entity Appropriation

Category Grant # Project # Year Amount

☐ Additional Funding Information attached on separate page.

Rev. 8/26/2020

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Task Assignment This Task Assignment (TA) is entered into between the Parties named below, pursuant to Contract Number: .

1. TA Number: TA Completion Date:

TA Description:

2. Parties State of Florida Department of Environmental Protection

(Department)

Department Project Manager: Department Project Manager Phone:

Contractor Name: (Contractor ) ntractor’st ’s Project Manager: ontractor’s t’s Project Manager Phone:

3. Project Number:

(If different from TA Number)

Project Location(s):

Project Name:

4. As consideration for the services rendered by Contractor under the terms of this TA, the Department shall pay the Contractor on the following bases, up to the Total TA Value as indicated below:

☐ Fixed Price:

☐ Fixed Unit Rate: (Extended Price)

☐ Cost Reimbursement:

Total TA Value:

5. The Parties agree to comply with the terms and conditions of the underlying the Contract, and the following attachments which are hereby incorporated by reference:

Attachment 1:

☐ Additional Attachments (if necessary):

IN WITNESS WHEREOF, this TA shall be effective on the last date signed below.

State of Florida Department of Environmental Protection CONTRACTOR Department Name:

Title:

Secretary or Designee

(Authorized Signature) (Authorized Signature) Date:

☐ Additional signatures attached on separate page.

GC130

10 Expiration September 30, 2024

The Contractor will provide administrative staff and services to the Department according to Contract GC130. Please see the attached pages for itemized Tasks.

Robert Perlowski 8502458917 Contractor Contractor

Contractor Contractor

Contractor Contractor

Contractor

NorthStar Contracting Group

NorthStar Contracting Group

Kristy Trueblood 8502226446 ext.5003

Tallahassee Florida

Administrative Services

✔ $ 293,171.26

$ 293,171.26

Scope of Work

Funding Information

Kristy Trueblood

Kristy Trueblood Digitally signed by Kristy Trueblood Date: 2024.06.25 10:07:15 -04'00' Tim Bahr Digitally signed by Tim Bahr

Date: 2024.06.25 13:05:36 -04'00'

450401000 JG 131545 37450300 087889 GC130 24 $ 293,171.26

Task Assignment No. 10 (07/01/2024 – 09/30/2024) A. Tasks

NorthStar Contracting Group, Inc. (Contractor) will provide administrative services in accordance with Contract

GC130.

B. Performance Measures

Department Contract Manager shall review deliverable documentation to ensure that work has been performed as specified in Contract GC130. The Department Contract Manager will notify the Contractor of acceptance or any deficiencies in the work and/or deliverables. The Contractor will be given an opportunity to remedy deficiencies at no additional cost to the Department. In addition, designated Department staff will perform a detailed performance analysis to determine retainage released on a monthly basis.

C. Financial Consequences

No payment will be made for unsatisfactory work.

Retainage

1. Up to 5% of total task assignment compensation will be withheld as retainage during the task assignment period.

Retainage will be applied up to 5% on each monthly invoice amount. The Deliverable and Documentation for Task 15 under Contract GC130 must demonstrate the following performance measures have been achieved for payment of retainage to be approved.

2. Based on the level to which performance measures are met, up to one hundred percent (100%) of the retainage will be released the month the invoice is submitted. Performance for purposes of obtaining the one hundred percent (100%) retainage is based on the following five (5) performance measures:

a. Performance Measure 1: Purchase Order (PO) and Change Order (CO) Turnaround Times (TAT) – Process assigned POs and COs submitted into approval flow in AOD/MFMP within 2 business days of assignment.

TAT is calculated from date PO or CO was assigned to date submitted into approval flow in AOD/MFMP, excluding weekends and state of Florida holidays. If less than 95% of assigned POs and COs are processed and uploaded into AOD/MFMP within 2 working days by support staff members for the invoice period, Contractor will forfeit 1% on the entire monthly invoice.

b. Performance Measure 2: PO/CO and Invoice Processing Error Rates - Error rates related to PO/COs are calculated by dividing the number of documented errors by the total count of POs/COs created in AOD/MFMP for all support staff members during the invoice period. Error rates for invoice processing are calculated by dividing the number of total returned invoices from Finance and Accounting by the total number of invoices processed for all support staff members. Error rates are calculated separately for PO/CO creation and invoice processing. If PR Creators or Accounting staff have an error rate above 5% for either PO/CO creation or invoice processing, the Contractor will forfeit 1% on the entire monthly invoice.

c. Performance Measure 3: Documents are correctly and timely inserted into OCULUS. Assigned documents are inserted into OCULUS within 5 business days of the date assigned (date PO or CO was ordered), excluding weekends and state of Florida holidays. If less than 95% of assigned documents are inserted within 5 business days of assignment for all support staff members, the Contractor will forfeit 1% on the entire monthly invoice.

d. Performance Measure 4: Staff Productivity – Support staff members are expected to maintain a minimum level of daily productivity. PR creators are expected to process a minimum of 10 PO/COs per day per support staff. Accounting staff is expected to process a minimum of 11 invoices per day per support staff.

Productivity will be calculated as the daily average of all PR Creators and a separate daily average of all Accounting staff for each invoice period. Days worked are calculated by dividing the total number of hours billed for these employees by 8 (hours). Productivity will be calculated separately for PR Creator and Accounting staff. If the average POs/COs processed per day for PR Creators is below 10 or the average invoices processed per day for Accounting staff is below 11, the Contractor will forfeit 1% on the entire monthly invoice.

e. Performance Measure 5: Invoice Processing TAT – Process invoices in AOD/MFMP within 5 working days of assignment. TAT is calculated using the date the complete invoice was received by Accounting staff to the date the invoice was entered into MFMP/AOD. If less than 98% of assigned invoices are processed and uploaded into AOD/MFMP within 5 working days by all support staff members, excluding weekends and state of Florida holidays, Contractor will forfeit 1% on the entire monthly invoice.

3. Retainage will not be withheld for errors and timeframes associated with a new employee on the first three monthly invoices that include that specific new staff. This only applies to staff not previously billed under this contract.

4. Periods of state database downtime making databases and web-based applications inaccessible and prohibiting work to be completed for greater than two hours will be excluded from the calculation of performance measures.

In such event, the Contractor shall contact all applicable DEP Managers by email. The time sent stamp on the email will serve as the effective time the downtime occurred. If work assigned on a given day is less than the required daily average to calculate Performance Measure 4, that day will be excluded from the calculation.

D. Tasked Performance Oversight – Oversight for performance of required tasks for the Petroleum Restoration Program will be compensated under a Senior Program Specialist position at a rate of up to 10 hours weekly. For the purposes of this Task Assignment, these activities shall include, but not limited to the following:

1. Communication - Maintaining communication with all involved personnel (including the Department and internal contractor personnel) necessary for completing assigned work under this Task Assignment.

2. Resource Management - Allocation, coordination, management, and tracking of necessary resources for completion of tasks, including all internal resources.

3. Quality Control - Ensuring adequate quality controls on performance and work products through compliance with appropriate Department policies and statutes, as well as internal technical and non-technical peer review of work product submittals by internal Contractor staff.

4. Progress Management - Monitoring project performance of internal staff, control and tracking including the identification of staff schedule variances, workloads, and necessary corrective actions required for successful completion of assigned staff duties.

5. Progress Reports - Development and submittal of project tracking reports.

6. Progress Meetings - Periodic (e.g., weekly/biweekly) meetings between the Department and the Contractor to discuss the status of all related duties, and to identify and resolve outstanding issues.

7. Financial Management - Budget management, control, and tracking for duties and overall projects. Preparing and submitting invoices to the Department.

8. Staff Training – Ensuring all internal assigned staff are adequately trained to provide services to the

Department under this Task Assignment.

Deliverable

1. Hourly daily logs detailing performance oversight tasks must be included with the monthly timesheets and approved by the DEP Contract Manger prior to invoicing. Contracted Accounting staff will notify the Contractor supervisor and the DEP Accounting Manager by email if an invoice takes longer than 45 minutes to complete with reason(s). Hourly daily logs for Accounting staff will include individual Invoice number and total time spent.

E. Budget Summary

The total Task Assignment (TA) amount for TA #10 of DEP Contract No. GC130 is $293,171.26 However, the actual payment amount may be less than the Task Assignment amount, based on the Contractor’s performance.

Contract No. GC130GC1030 1 of 55

DEP Contract No. GC130GC1030

CONTRACT

THIS CONTRACT is entered into between the FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (hereinafter referred to as "Department"), whose address is 3900 Commonwealth Boulevard, Tallahassee, Florida 32399- 3000 and NorthStar Contracting Group, Inc. whose address is 508-A Capital Circle South East, Tallahassee, Florida 32301 (hereinafter referred to as "Contractor"), a Corporation, to provide Administrative Services to the Division of Waste Management.

NOW, THEREFORE, the parties agree as follows:

SERVICES AND PERFORMANCE

1. SERVICES. Department does hereby retain, and Contractor agrees to provide Division of Waste Management Administrative Services (“services”), as described in DEP RFP 2018022 REBID (“Solicitation”) and Contractor’s response thereto, incorporated herein by reference, and in accordance with Attachment A, Scope of Work (the “Scope”) and all exhibits and Attachments named and incorporated herein by reference. Contractor has been determined to be a vendor to the Department under this Contract.

2. WORK.

A. Contractor shall provide the services specified in the Scope (“Work”). Department shall authorize all work assignments by Task Assignment Notification Form (“TA”),Task Assignment Change Order Form (“TACO”) (copies attached hereto and made a part hereof as Attachment C and D respectively.

B. Contractor, or its subcontractors if authorized under this Contract, shall not commence Work until the Contract, and any necessary Amendments or Change Orders, have been fully executed by both Department and Contractor.

Contractor, or its subcontractors if authorized under this Contract, shall not commence Work until either a TA/TACO has been fully executed, by both Department and Contractor.

C. In the event services are required that are within the general description of services, but are not specifically set out in the Scope, Department and Contractor reserve the right to negotiate the Task Assignments covering performance of those required services.

D. There is no minimum amount of Work guaranteed as a result of this Contract. Any and all Work assigned will be at the sole discretion of the Department. Tasks, and work within a Task, shall be assigned independently of each other by the Department among the contractors for these services.

E. Department reserves the right to not authorize any Work, and may suspend or terminate for cause any Work assigned to Contractor under this or any other contract, if and in the event that the Department and Contractor (or any of its affiliates or authorized subcontractors) are adverse in any litigation, administrative proceeding or alternative dispute resolution, until such adverse relationship is resolved either by agreement or by final non-appealable order of a court.

3. STANDARD OF CARE FOR PERFORMANCE.

A. Contractor shall perform as an independent contractor and not as an agent, representative, or employee of the

Department.

B. Contractor shall perform the services in a proper and satisfactory manner as determined by the Department. Any and all such equipment, products or materials necessary to perform these services, or requirements as further stated herein, shall be supplied by the Contractor.

C. Contractor shall provide competent, suitably qualified personnel. Contractor must notify the Department’s Contract Manager of any changes in the personnel identified in this Contract. Notification shall include a detailed explanation of the need to change personnel and the Contractor’s documentation that proposed replacement personnel have equal or greater qualifications and experience.

D. Contractor shall perform the services in a manner consistent with that level of care and skill ordinarily exercised by other contractors performing the same or similar services under similar circumstances at the time performed.

Contract No. GC130GC1030 2 of 55

4. TERM OF CONTRACT.

A. Initial Term. This Contract shall begin upon execution by both parties and shall remain in effect for a period of five (5) years, inclusive.

B. Renewal Term. This Contract may be renewed, in writing, on the same terms and conditions as the original

Contract and any amendments thereto, for a period no greater than the term above. All renewals are at the Department’s discretion and contingent upon satisfactory performance by Contractor. Renewals may be for the entire period or in increments, totaling five (5) years.

5. COMPENSATION.

A. As consideration for the services rendered by the Contractor, the Department shall pay the Contractor on a fee-schedule basis.

B. Based on the prices identified in Attachment B, Rate Schedule, the maximum compensation of this Contract shall not exceed $14,432,333.50 for the initial contract term.

C. CONTRACTOR SHALL NOT COMMENCE WORK ON ANY SERVICES THAT WILL EXCEED THE

COMPENSATION AMOUNT OF THE CONTRACT UNLESS AND UNTIL THE CONTRACT IS AMENDED. It is the Contractor’s responsibility to know when the authorized compensation amount of the Contract will be reached.

6. ANNUAL APPROPRIATION. Department's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Florida Legislature. Authorization for continuation and completion of Work and payment associated therewith may be rescinded with proper notice at the discretion of the Department if state or federal appropriations are reduced or eliminated.

7. PAYMENT METHOD.

A. Contractor shall submit invoices as specified in the Scope.

B. All invoices submitted must be sufficient detail for a proper pre-audit and post-audit review.

C. Department must approve the final deliverable(s) before the Contractor may submit final invoice and any forms.

D. Each invoice, including appropriate supporting documentation as required herein, shall be submitted via email to the following:

Florida Department of Environmental Protection Division of Waste Management Attn: Robert Perlowski Email address: Robert.Perlowski@dep.state.fl.us

E. Contractor shall submit invoices to the Department within thirty (30) days after the date of the Department’s written approval of each interim deliverable or the final deliverable specified in the Scope. Contractor’s failure to submit invoices within this timeframe may result in forfeiture of retainage, if applicable, suspension or termination of remaining work, or the Contractor’s forfeiture of any unpaid balance for such deliverables.

8. TRAVEL. An “X” beside the correct provision in this section signifies that the provision is applicable to the Contract.

☐ Travel is not authorized under this Contract.

☒ Travel costs are included in the fixed cost amounts of this Contract.

☐ Travel costs shall be paid on a cost-reimbursement basis in accordance with the paragraph contained herein of this Contract.

9. SUBCONTRACTOR PAYMENTS AND RELEASES. Subcontractors are not authorized under this Contract.

10. PROMPT PAYMENT.

A. Department's Contract Manager shall have five (5) business days, unless a greater period is specified herein, to inspect and approve an invoice. Department shall submit a request for payment to DFS within twenty (20) business days;

and DFS shall issue a warrant within ten (10) business days thereafter. Days are calculated from the latter of the date the invoice is received or services received, inspected, and approved. Invoice payment requirements do not start until a proper and correct invoice has been received. Invoices which have to be returned to the Contractor for correction(s) will result in an uncompensated delay in payment. A Vendor Ombudsman has been established within DFS who may be contacted if a Contractor is experiencing problems in obtaining timely payment(s) from a State agency. The Vendor Ombudsman may be contacted at (850) 413-5516, per Section 215.422, F.S.

Contract No. GC130GC1030 3 of 55

B. If a warrant in payment of an invoice is not issued within forty (40) business days after receipt of a correct invoice and receipt, inspection, and approval of the goods and services, the Department shall pay the Contractor interest at a rate as established by Section 55.03(1), F.S., on the unpaid balance of the invoice. Interest payments of less than $1 will not be issued unless Contractor requests such payment. The interest rate for each calendar year for which the term of this Contract is in effect can be obtained from DFS’ Vendor Ombudsman at the telephone numbers provided above, or the Department's Procurements Section at (850) 245-2361, per Section 215.422, F.S.

11. RELEASE OF CLAIMS. Upon payment for satisfactory completion of any portion of the Work, the Contractor shall execute and deliver to the Department a release of all claims against the Department arising under, or by virtue of, the Work, except claims which are specifically exempted by the Contractor to be set forth therein (Contractor Release, using Attachment E, - Contractor Affidavit/Release of Claims). Receipt by the Department of the Contractor’s Release is a condition of final payment under this Contract. Unless otherwise provided in this Contract, by State law or otherwise expressly agreed to by the parties to this Contract, final payment or settlement upon termination of this Contract shall not constitute a release or waiver of the Department’s claims against the Contractor, or the Contractor’s sureties, subcontractors, successors or assigns under this Contract or as against applicable performance and payment bonds.

12. PHYSICAL ACCESS AND INSPECTION. As applicable, the Department personnel shall be given access to and may observe and inspect Work being performed under this Contract, including by any of the following methods:

A. Contractor shall maintain a location (compliant with the local government land use regulations staffed by at least one-part employee) within 25 miles of the DEP Division of Waste Management office located on Blair Stone Road in Tallahassee, Florida to accommodate the requirement to deliver and retrieve documents daily as identified in the Scope of Work. The office must have a working telephone and email access, and equipment necessary for this Scope of Work such as a computer, printer and scanner. The employee must have access to a dedicated vehicle. In addition, Contractor shall provide access to any location or facility on which the Contractor is performing Work, or storing or staging equipment, materials or documents;

B. Contractor shall permit inspection of any facility, equipment, practices, or operations required in performance of any Work.

PARTY REPRESENTATIVES

13. NOTICE. All notices and written communication between the parties shall be sent by electronic mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by recipient.

14. IDENTIFICATION OF CONTRACT MANAGERS. All matters shall be directed to the Contract Managers for appropriate action or disposition. Any changes to the Contract Manager information identified below must be noticed, in writing, to the other party within ten (10) calendar days of the change. Either party may provide notice to the other party by email identifying a change of a designated Contract Manager and providing the new contact information for the newly designated Contract Manager. Such notice is sufficient to effectuate this change without requiring a written amendment to the Contract. Department and the Contractor Contract Managers and contact information are provided below:

Contractor Department NorthStar Contracting Group, Inc. Department of Environmental Protection 508-A Capital Circle South East Division of Waste Management Tallahassee, FL 32301 2600 Blair Stone Road, MS# 4580 Attn: Kristy Trueblood Tallahassee, Florida 32399 Phone Number: (850) 222.6446 ext. 5003 Attn: Robert Perlowski Email: KTrueblood@northstar.com Phone Number: (850) 245-8917 Email: Robert.Perlowski@dep.state.fl.us

15. CHANGE ORDERS AND AMENDMENTS. Department may at any time, by written order designated to be a Change Order, make any change in the Work within the general scope of this Contract (e.g., specifications, method or manner of performance, requirements, etc.). All Change Orders are subject to the mutual agreement of both parties as evidenced in writing. Any change which causes an increase or decrease in Contractor’s cost or time shall require an appropriate adjustment and modification by Amendment to this Contract. Following execution of this Contract, any future Amendments or Change Orders may be executed by the Department representative with appropriate delegated authority.

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CONSEQUENCES FOR FAILURE TO PERFORM

16. DISPUTE RESOLUTION. Any dispute concerning performance of the Contract shall be decided as follows:

A. All claims or disputes (Claims) must be presented to the Department in writing within thirty (30) days of the date such Claim arises (Notice of Dispute). The Notice of Dispute shall set out in detail all aspects of the disputed matters to be resolved, including the specific relief sought by the Contractor. Claims not presented by Notice of Dispute to Contract Manager shall be deemed waived by the Contractor.

B. The parties shall make a good faith attempt to resolve Claims which may arise from time to time by informal conference within ten (10) days of the Notice of Dispute.

C. Within ten (10) days of the informal conference, the Department shall provide Contractor a detailed written response to the Claim. A formal conference of the parties shall be convened no later than thirty (30) days following the Department’s response to the Notice of Dispute, unless the parties mutually agree in writing to a longer period of time within which to schedule a formal conference.

1) All persons necessary to resolution of the claim or disputed matter shall attend the formal conference.

2) Minutes of the formal conference shall be taken, recorded, transcribed, and signed by the Department and the Contractor. Any terms of settlement and/or resolution reached shall be signed by all persons authorized to resolve the Claim.

D. Either party may request mediation of unresolved Claims, with the party seeking mediation to bear the expense of mediation.

E. Any Claim not resolved at formal conference or mediation, may be the subject of a complaint filed in a court of competent jurisdiction in Leon County, Florida.

17. FINANCIAL CONSEQUENCES FOR UNSATISFACTORY PERFORMANCE.

A. No payment will be made for deliverables deemed unsatisfactory by the Department. In the event that a deliverable is deemed unsatisfactory by the Department, the Contractor shall re-perform the services needed for submittal of a satisfactory deliverable, at no additional cost to Department, within thirty (30) days of being notified of the unsatisfactory deliverable.

B. If a satisfactory deliverable is not submitted within the specified time frame, the Department may, in its sole discretion: 1) assess liquidated damages if specified in the Contract or its attachments; 2) request from the Contractor agreement to a reduction in the amount payable; 3) suspend all Work until satisfactory performance is achieved, or 4) terminate the Contract for failure to perform.

18. CORRECTIVE ACTION PLAN. In the event that deliverables are unsatisfactory or are not submitted within the specified timeframe, the Department Contract Manager may, by letter specifying the failure of performance under the Contract, request that a proposed Corrective Action Plan (CAP) be submitted by the Contractor to the Department. All CAPs must be able to be implemented and performed in no more than sixty (60) days.

A. A CAP shall be submitted within ten (10) calendar days of the date of the letter request from the Department. The CAP shall be sent to the Department Contract Manager for review and approval. Within ten (10) calendar days of receipt of a CAP, the Department shall notify the Contractor in writing whether the CAP proposed has been accepted. If the CAP is not accepted, the Contractor shall have ten (10) calendar days from receipt of the Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain the Department approval of a CAP as specified above shall result in the Department’s termination of the Contract for cause as authorized in the Contract.

B. Upon the Department’s notice of acceptance of a proposed CAP, the Contractor shall have ten (10) calendar days, or longer if specified in the approved CAP, to commence implementation of the accepted plan. Acceptance of the proposed CAP by the Department does not relieve the Contractor of any of its obligations under the Contract. In the event the CAP fails to correct or eliminate performance deficiencies by the Contractor, the Department shall retain the right to require additional or further remedial steps, or to terminate the Contract for failure to perform. No actions approved by the Department or steps taken by the Contractor shall estop the Department from subsequently asserting any deficiencies in performance. Contractor shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to the Department as requested by the Department Contract Manager.

C. Failure to respond to a Department request for a CAP shall result in suspension or termination of the Contract.

19. PAYMENT AND PERFORMANCE BONDS. An “X” beside the correct provision in this section signifies that the provision is applicable to the Contract.

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☒ No Payment or Performance bonds are required.

☐ Contractor shall provide executed Payment and Performance Bonds naming the Department as obligee, issued by a surety acceptable to the Department, in the amount(s) of

☐ Contractor may be required to provide executed Payment and/or Performance Bonds naming the Department as obligee, issued by a surety acceptable to the Department, in an amount of up to one hundred and twenty percent (120%) of the total anticipated cost of any Work.

20. Liquidated Damages. An “X” beside the correct provision in this section signifies that the provision is applicable to the Contract.

☒ No liquidated damages will be assessed.

☐ In addition to other remedies elsewhere in this Contract, and as provided by law, unless otherwise stipulated in the Scope, the Contractor hereby covenants and agrees to pay liquidated damages to the Department as follows:

A. Contractor acknowledges that time is of the essence for all services provided under this Contract, and whereas the actual damages to be suffered by late performance are incapable of accurate calculation, the parties agree to the following as a reasonable estimation thereof as liquidated damages. In addition to any other provisions of this Contract, in the event that the deliverable identified in the Scope, is not completed and submitted by the close of business on the date the deliverable is due, the compensation amount stated for that portion of the Work may be reduced by five percent (5%) per week for each week the deliverable is late, with the total amount of the liquidated damages not to exceed the total compensation amount of the Scope deliverable.

B. The date of submission shall be the date of receipt by the Department.

C. If no Department receipt date appears or the date is illegible, the date of submission shall be deemed to be five (5) days prior to receipt by the Contract Manager.

D. If completion is or will be justifiably delayed due to reasons as set out in paragraph contained herein, the Department may grant an extension of time as evidenced by a properly executed Amendment.

E. If the deliverable(s) fail to comply with the requirements of this Contract, or if questions arise from review and the Contractor is so notified and requested to respond, the Contractor shall furnish the required additions, deletions, or revisions in accordance with the Scope at no additional cost to the Department.

F. If the additions, deletions, and revisions are not submitted to the Department's Contract Manager in accordance with the Scope, the compensation stated for that portion of the Work may be reduced by five percent (5%) for each week that the requested deliverable is late, as specified. The total reduction shall not exceed the total amount of the Work.

G. Contractor’s failure to respond to a request to correct the deliverables will result in termination of the Work and forfeiture of any unpaid balance for such deliverables. Additionally, the Department, at its discretion, may re-assign future Work.

21. RETAINAGE

A. Department reserves the right to establish the amount and application of retainage on the Work to a maximum of

5%. Any retainage to be applied shall be specified in the Scope. Retainage shall be withheld from each payment to the Contractor pending satisfactory completion of Work and approval of all deliverables.

B. Department reserves the right to withhold payment of retainage for the Contractor’s failure to respond to or correct identified deficiencies within the timeframe stipulated in the Scope. Department shall provide written notification to the Contractor of identified deficiencies and the Department’s intent to withhold retainage on the Work. Contractor’s failure to rectify the identified deficiency within the timeframe stated in the Department’s notice will result in forfeiture of retainage by the Contractor.

C. If the Contractor fails to perform the requested Scope, or fails to perform the Work in a satisfactory manner, Contractor shall forfeit its right to payment for the Work and the retainage called for under the entire Scope. Failure to perform includes, but is not limited to, failure to submit the required deliverables or failure to provide adequate documentation that the work was actually performed.

D. No retainage shall be released or paid for uncompleted Work while a Contract is suspended.

E. Except as otherwise provided above, the Contractor shall be paid the retainage associated with the Work, provided the Contractor has completed the work and submits an invoice for retainage held in accordance with paragraph contained herein above.

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LIABILITY

22. INSURANCE.

A. To the extent required by law, the Contractor will be self-insured against, or will secure and maintain during the life of this Contract and any renewals, Workers' Compensation Insurance for all of its employees connected with the work of this project. The Contractor shall require any and all subcontractors, if authorized under this Contract, to provide Workers' Compensation Insurance for all employees unless such employees are covered by the protection afforded by Contractor.

Such self-insurance program or insurance coverage shall comply fully with the Florida Workers' Compensation law. In case any class of employees engaged in hazardous work under this Contract is not protected under the Workers' Compensation statute, the Contractor shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of its employees not otherwise protected.

B. Contractor shall secure and maintain, or provide evidence of self-insurance, and require any subcontractors, if authorized under this Contract, to secure and maintain the following types of insurance in the specified amounts during the life of the Contract and any renewals: An “X” beside the correct provision in this section signifies that the provision is applicable to the Contract.

☒ Comprehensive general liability coverage with limits of not less than $1,000,000.00 per occurrence and $3,000,000.00 annual aggregate

☐ Comprehensive general liability coverage is not required, if self-insured.

☒ Comprehensive automobile liability coverage with limits of not less than $200,000.00 per occurrence and $300,000.00 annual aggregate.

☐ Comprehensive automobile liability coverage is not required, if self-insured.

☒ Professional liability coverage with limits of not less than $1,000,000.00 per claim and $200,000.00 per annual aggregate.

☐ Professional liability coverage is not required, if self-insured.

☐ Marine Insurance. Longshoremen’s and Harbormaster’s Insurance and Jones Act insurance in an amount sufficient to cover Contractor’s forces.

☐ Marine Insurance is not required, if self-insured.

☒ Fidelity Employee Insurance and Computer Crime Insurance naming the Department as joint loss payee as their interest may appear, providing coverage for direct loss to the State and any legal liability of the State arising out of or related to fraudulent or dishonest acts committed by the employees of the Contractor or its agents, acting along in in collusion with other, in a minimum amount of $1,000,000 per loss.

C. Contractor shall provide a certificate of insurance that contains a provision that the insurance will not be canceled for any reason on less than thirty (30) days written notice with the exception of non-payment of premium which requires a ten (10) day notice to the Department's Contract Manager and shall reference the Contract Number. In the event that the statutory insurance requirements are changed, coverage limits specified herein will change concurrently. Such insurance shall include the State of Florida, the Department, and the Program Area as the certificate holder for the entire length of the Contract and any renewals.

For additional risks, the State of Florida Board of Trustees of the Internal Improvement Trust Fund shall be added as Additional Insureds for the entire length of the Contract and any renewals. This provision does not apply to governmental entities which are self-insured.

23. INDEMNIFICATION.

A. Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State of Florida, the Department, and the State of Florida Board of Trustees of the Internal Improvement Trust Fund, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by the Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State of Florida, the Department, and the State of Florida Board of Trustees of the Internal Improvement Trust Fund.

B. Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Department from any suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to violation or

Contract No. GC130GC1030 7 of 55 infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to the Department’s misuse or modification of the Contractor’s products or the Department’s operation or use of the Contractor’s products in a manner not contemplated by this Contract. If any product is the subject of an infringement suit, or in the Contractor’s opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the Department the right to continue using the product or to modify it to become non-infringing. If the Contractor is not reasonably able to modify or otherwise secure the Department the right to continue using the product, the Contractor shall remove the product and refund the Department the amounts paid in excess of a reasonable rental for past use. Department shall not be liable for any royalties.

C. The Contractor’s obligations under the preceding two (2) paragraphs with respect to any legal action are contingent upon the State or the Department giving Contractor 1) written notice of any action or threatened action, 2) the opportunity to take over and settle or defend any such action at the Contractor’s sole expense, and 3) assistance in defending the action at the Contractor’s sole expense. Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or the Department in any legal action without the Contractor’s prior written consent, which shall not be unreasonably withheld.

THIRD PARTIES

24. SUBCONTRACTING. An “X” beside the correct provision in this section signifies that the provision is applicable to the Contract.

☒ Contractor shall not subcontract any work under this Contract.

☐ A. Contractor shall not subcontract any work under this Contract without the prior written consent of the Department's Contract Manager. Department reserves the right to reject any proposed subcontractor based upon the Department’s prior experience with subcontractor, subcontractor’s reputation, or the Department’s lack of adequate assurance of performance by subcontractor. Contractor agrees to be responsible for the fulfillment of all work elements included in any subcontract and agrees to be responsible for the payment of all monies due under any subcontract.

B. Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract, regardless of whether the Department has approved such subcontract or subcontractor.

Contractor shall be solely liable to its subcontractor(s) for all expenses and liabilities incurred under any subcontract. Any subcontracts made under or in performance of this Contract must include the same conditions specified in this Contract, with the exception of insurance requirements (paragraph contained herein), and shall include a release of any rights, claims or liabilities against the Department. The level of insurance to be carried by subcontractors performing work under this Contract shall be at the discretion of Contractor.

25. NONASSIGNABILITY. Contractor shall not sell, assign or transfer any of its rights, duties or obligations under this Contract (its Rights and Duties), without the prior written consent of the Department. Contractor shall remain liable for performance of its Rights and Duties, regardless of any assignment to or assumption by any third party, notwithstanding any approval thereof by the Department. However, the Department may expressly release the Contractor from any and all Rights and Duties through a novation accompanying an approved assignment. Department may assign the Department’s Rights and Duties, but shall give prior written notice of its intent to do so to the Contractor. The foregoing notwithstanding, the Contractor hereby assigns to the State any and all claims it has with respect to the Contract under the antitrust laws of the United States and the State.

26. THIRD PARTY BENEFICIARIES. This Contract is neither intended nor shall it be construed to grant any rights, privileges or interest in any third party without the mutual written agreement of the parties hereto.

SUSPENSION AND TERMINATION

27. SUSPENSION.

A. Department may order the Contractor in writing to suspend, delay or interrupt all or any part of the Work for failure to perform, or as otherwise specified herein, such period of time as the Department may determine to be appropriate for any of the following reasons:

1.) Contractor fails to timely and properly correct deficiencies in or performs unsatisfactory work;

2.) Contractor’s or subcontractor’s insurer or surety notifies the Department that any of its required insurance or bonds has lapsed or will lapse, and the Contractor fails to provide replacement insurance or bonds acceptable to the Department before the insurance or bond cancellation or termination date;

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3.) Contractor or subcontractor materially violates safety laws or other constraints;

4.) Department determines that there is a threat to the public health, safety or welfare that necessitates such suspension; or

5.) For the convenience of the Department.

B. If the performance of all or any part of the Work is suspended, delayed or interrupted for an unreasonable period of time by an act of the Department in administration of the Work, or by the Department’s failure to act within a reasonable time to review or approve an invoice, the Department shall provide an equitable extension of the time allowed to complete the Work and modify the Scope accordingly. However, no adjustment shall be made under this clause for any suspension, delay or interruption if and to the extent that:

1.) Performance would have been suspended, delayed or interrupted by any other cause, including the fault or negligence of the Contractor; or

2.) Equitable adjustment is provided for (or excluded) under any other provision of this Contract.

C. Contractor shall not be compensated for Work performed subsequent to a notice of suspension by Department.

28. TERMINATION.

A. Department may terminate this Contract at any time for cause, in the event of the failure of the Contractor to fulfill any of its obligations. Prior to termination, the Department shall provide ten (10) calendar days written notice of its intent to terminate for cause, including the reasons for such, and shall provide the Contractor an opportunity to consult with the Department regarding the reason(s) for termination. Contractor may be afforded the possibility of curing any default at the sole discretion of the Department.

B. The Department may terminate this Contract without cause and for its convenience by giving thirty (30) calendar days written notice to the Contractor. Termination for convenience shall not entitle either party to any indirect, special or resulting damages, lost profits, costs or penalties, and the Contractor shall be entitled only to recover those amounts earned by it for authorized deliverables completed up to the date of termination (or as may be agreed to in writing by the Department for completion of all or any portion of the Work in process).

29. EXIT TRANSITION ASSISTANCE. If at any time the Contract is cancelled, terminated, or expires, the Contractor has the affirmative obligation to assist in the smooth transition of Contract services to the Department or a subsequent Contractor(s) without regard to the reason for termination, The Contractor shall develop an Exit Transition Plan as described in Task 17 of the Scope of Work, The Exit Transition plan shall meet the following requirements:

(a) The Exit Transition Plan must begin one (1) year prior to the expiration of the Contract or upon the Department’s request. As part of the Exit Transition Plan, the Contractor must provide a non-proprietary description of the technical and service requirements for migrating to a new provider or the Department as well as a standard (non-proprietary) logical description of Department data housed in Contractor’s system and a method for extracting data into a standard (non-proprietary) format (e.g. XML, CSV, etc.). Contractor shall provide a specific and detailed technical transition plan to the Department prior to any termination or data return. At a minimum, the Exit Transition plan shall include but not be limited to knowledge transfer for application support, database support, and web support to the Department or its designee

(b) Six (6) months before the expiration of the Contract, or upon any notice of termination of the Contract, whichever is earlier, the Exit Transition Plan shall require transition services (Exit Transition Services) be provided to the Department.. Exit Transition Services shall be provided for up to six (6) months during the term and after termination they will be limited to post-contract activities involving knowledge transfer for such services and Deliverables and all reasonable termination assistance requested by the Department to facilitate the orderly transfer of such new System and any residual contractor services (Residual Contractor Services) to the State or its designees in a manner designed to minimize interruption and adverse effect. Such termination assistance will be deemed by the parties to be governed by the terms and conditions of this Contract (notwithstanding its termination) other than any terms or conditions that do not reasonably apply to such termination assistance.

(c) Exit Transition Services shall include:

(1) continued provision of the Residual Contractor Services and Deliverables on the same terms, conditions and pricing in effect at the end of the Contract term, until the State or a succeeding vendor is prepared to provide all essential Services;

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(2) the Contractor’s cooperation with the Department, its consultant(s) and the succeeding vendor(s) designated by the Department;

(3) a non-proprietary explanation of the functional equivalent of the technical requirements of any Residual Contractor Services or proprietary products used to carry out the contract and all documentation supporting such functionality;

(4) usage patterns, growth rates and other information of interest to a vendor attempting to appropriately size and plan for a similar service;

(5) if needed, assistance with an explanation of the current operations to new vendor staff;

(6) submission of a schedule for the Exit Transition Services;

(7) return of State-owned materials being utilized by the Contractor and all State data in a standard format designated by the Department; and

(8) in post migration status, answering reasonable questions on an as-needed basis. At a minimum, Contractor agrees to provide to the Department data definitions, table structure, the Department’s data under its control, and any custom code required allowing the Department a smooth transition to in-house or substituting vendor implementation of similar functionality to that provided by Contractor.

(d) Notwithstanding any provisions to the contrary, the Contractor shall transfer to the state agency, at no cost, all public records in possession of the Contractor upon termination of the Contract and destroy only duplicate public records that are exempt or confidential and exempt, in accordance with section 119.0701, F.S.

GENERAL CONDITIONS

30. ATTORNEY’S FEES. In the event of any legal action to enforce the terms of this Contract, each party shall bear its own attorney’s fees and costs.

31. CONFLICT OF INTEREST.

A. Contractor covenants that it presently has no interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance of a majority of the tasks in this Contract or the Services required hereunder. The Department will assign tasks independently to avoid creating or giving rise to the opportunity for a conflict of interest.

B. Many services under this Contract such as, but not limited to, Scoring, Invoice Processing, Deductible Collection, and Noticing, affect parties responsible for cleanup of site contamination or persons or entities involved in the management or active assessment and remediation of State funded contaminated sites. To avoid a conflict of interest, or the appearance of a conflict of interest, Contractor shall notify Department in writing within five (5) days of Contractor’s discovery of any present or anticipated contractual or other business relationship between Contractor, and any of the persons or entities who are, or may be, responsible for contamination of a site on which it is assigned work or involved in the management or active assessment and remediation of State funded contaminated sites at issue..

C. Following notice by Contractor of a potential conflict of interest, or discovery by Department of same, Department shall notify Contractor within ten (10) days of receipt of such notification whether it has identified a conflict or appearance of a conflict of interest with regard to the work.

D. Contractor is deemed to have had a business relationship with one of the responsible parties for site…