HILLSBOROUGH COUNTY AVIATION AUTHORITY

Transcription

1 HILLSBOROUGH COUNTY AVIATION AUTHORITY REQUEST FOR PROPOSALS FOR BROKER SERVICES FOR OWNER-CONTROLLED INSURANCE WRAP-UP PROGRAM SOLICITATION NUMBER: ISSUE DATE: OCTOBER 24, 2013

2 Table of Contents 1.0 Background and Contact Information 1.01 Background 1.02 Contact Information 2.0 Scope of Work 3.0 Solicitation Schedule 4.0 Minimum Qualifications 4.01 Respondent 4.02 Account Executive 5.0 Response Evaluation 5.01 Objective 5.02 Evaluation Criteria 5.03 Technical Evaluation 5.04 Selection 6.0 Fees and Payment 6.01 Fees 6.02 Invoices 6.03 Payment of Insurance Premiums 6.04 Outside Compensation 6.05 Taxes 7.0 Contract 7.01 Award of Contract 7.02 Term of Contract 8.0 Solicitation General Terms and Conditions 8.01 Binding Offer 8.02 Insurance Requirements 8.03 Public Entity Crimes 8.04 Non-Exclusivity of Contract 8.05 Collusion 8.06 Cone of Silence 8.07 Compliance 8.08 Governance 8.09 Public Disclosure 8.10 Procurement Protest Policy 8.11 Woman and Minority Owned Business Enterprise (W/MBE) Assurance and Participation 8.12 Disclosure of Authority Records 8.13 Hold Harmless 8.14 Prohibition Against Contracting with Scrutinized Companies Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 2 of 21 REQUEST FOR PROPOSALS

3 9.0 Response Requirements 9.01 Solicitation Process 9.02 Cost of Preparation 9.03 Solicitation Compliance 9.04 Questions and Addenda 9.05 Disclosure 9.06 Opening 9.07 Government Entities 9.08 Supplemental Information Appendix A Response Form Appendix B Response Form Instructions Appendix C Sample Contract Appendix D Mistakes That Could Cost You Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 3 of 21 REQUEST FOR PROPOSALS

4 1.0 Background and Contact Information The Hillsborough County Aviation Authority (Authority), a public body corporate, issues this Request for Proposals (Solicitation) for Broker Services for an Owner-Controlled Insurance Wrap-up Program (OCIP) associated with Authority design and construction projects over the contract period. Upcoming projects that Authority plans to incorporate in the OCIP are the Consolidated Rental Car Facility (ConRAC)/Automated People Mover (APM) and the Main Terminal and Airport Concession Redevelopment (MTAC) at Tampa International Airport. At Authority s discretion, other projects may be wrapped into the OCIP during the term of the Agreement. The Authority welcomes responses to this Solicitation (Responses) from all national, regional and Florida firms. The firms who submit a Response (singularly Respondent, collectively Respondents) must meet the minimum qualification requirements as specified in Section 4.0, Minimum Qualifications, and have considerable experience in services related to the requirements specified in Section 2.0, Scope of Work. It is anticipated that the OCIP will include Worker s Compensation, General and Excess Liability, and Builder s Risk insurance coverages. At Authority s discretion, other insurance coverages may be included in the OCIP. The purpose of this Solicitation is to select a broker, not to market the OCIP at this time. Respondents, their agents and representatives must not contact insurance markets on behalf of Authority prior to the selection and award of a contract by the Authority s Board. A Respondent who contacts insurance markets prior to selection and award will be immediately disqualified from consideration. At the Authority s discretion, additional services under the OCIP may include safety and loss prevention and surety assistance components Background The following summary is intended only to provide prospective Respondents with a brief familiarization with the Authority. The Authority was created in 1945 and is an independent special district governed by the Hillsborough County Aviation Authority Act, Chapter , Laws of Florida. The Authority owns and operates Tampa International Airport (Airport) and three general aviation airports: Peter O. Knight Airport, Plant City Airport, and Tampa Executive Airport. The Airport occupies approximately 3,400 acres and is primarily an origination-destination airport serving the greater Tampa Bay area. The Authority is a self-supporting organization and generates revenues from Airport users to fund operating expenses and debt service requirements. Capital projects are funded through the use of bonds, short-term financing, passenger facility charges, State and federal grants and internally generated funds. Although empowered to levy ad valorem property taxes, the Authority has not collected any tax funds since the early 1970 s. Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 4 of 21 REQUEST FOR PROPOSALS

5 The Authority s mission and vision statements, found on the Authority s website at > About TPA > Airport Administration > Structure & Mission, will serve as the platform to guide the selected Respondent in its provision of services. In November 2011, the Authority began a project to update the 2005 Master Plan at the Airport. One of the objectives in the 2012 Master Plan Update was to review and evaluate the Authority s rental car facilities. The current rental car facilities are split into two operations located on both the blue and red sides of the Main Terminal. The blue side contains a quick turnaround area (QTA), rental car ready return spaces and counters, all located on the bottom two floors of the Long Term Parking Garage. The red side has a rental car ready garage and counter space. The rental car operators lease an additional 55 acres in the South Terminal area to support their operations due to space limitations at the Main Terminal. One of the primary findings and recommendations from the 2012 Master Plan Update was to decongest and expand the Main Terminal facilities. Following a very extensive study, it was concluded that the current rental car operations are a major contributor to congestion and capacity constraints within the Main Terminal, curbsides and roadways. It was also concluded that the current rental car facilities cannot accommodate the necessary growth projections beyond As a result, it was recommended that the rental car operations be relocated to a new consolidated rental car facility located in the South Terminal Support Area with an automated people mover connection to the Main Terminal (Conceptual Renderings Exhibits with visual details will be posted with this Solicitation on the Authority s website > Airport Business > Procurement Department > Current Opportunities, for download). Estimated construction start date for the APM is January 2015 with completion projected for October The estimated start date for the ConRAC facility is January 2015 with completion projected for October The estimated total construction cost for the APM is $367M and for the ConRAC is $280M. Estimated design cost for the APM is $46M and for the ConRAC is $36M Contact Information The Authority s Procurement Agent regarding this Solicitation is: Theresa Webb TWebb@TampaAirport.com Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 5 of 21 REQUEST FOR PROPOSALS

6 2.0 Scope of Work The selected Respondent will provide all services as specified in this Solicitation and in accordance with the terms and conditions of the Contract which is attached hereto as Appendix C, Sample Contract, and made a part hereof. Selected Respondent will provide broker services until the OCIP rating plan is considered closed and final, which may continue for a period of time after the design and construction of each project insured through the OCIP is physically completed. Upcoming projects that Authority initially plans to incorporate in the OCIP are the ConRAC/APM and the MTAC. At Authority s discretion, other projects may be wrapped into the OCIP during the term of the Agreement. Services will include, but will not be limited to, the following: A. Design and market the OCIP: Analyze risks; develop innovative programs of coverage; and recommend appropriate coverages and limits, retentions and markets. Submit timetables and identify markets. Develop marketing package and underwriting information, and obtain insurer proposals on the OCIP. Prepare final feasibility analysis and report comparing OCIP costs to traditional insurance costs. Review and analyze proposals, provide purchase recommendations, and negotiate changes and refinements. Audit insurance policies and contractor bonds and invoices. Provide sample wording for insurance, bonding and/or other provisions in construction contracts. B. Implement, administer and monitor the OCIP: Provide an administrator to manage contractor relations, develop appropriate contractor procedures and instruction manuals, attend pre-bid and orientation conferences as required, and communicate OCIP to contractors. Implement and manage a surety assistance program. Verify and negotiate the most accurate and complete contractor insurance premium deductions to ensure that they at least equal to original estimates. Issue policies and certificates. Establish procedures to obtain current certificates on non-wrap-up contractor coverage. Implement and monitor work commencement and termination procedures. Audit and approve all policies, invoices, premium audits and retrospective adjustments. Collect, audit and distribute payroll and other reports from contractors. Manage and audit change orders and contractor close-out to include payroll audit adjustments by contractor. Following receipt of the audit data, if additional insurance premiums are deemed necessary, Authority will pay the insurance premiums upon receipt of an invoice from the selected Respondent. If audit data deems an overpayment of insurance premiums by Authority, selected Respondent will provide reimbursement to Authority within 30 days of the completion of the audit. C. Claims Management Services: Develop, implement, and provide training for claims reporting procedures and a related manual. Provide project claims coordination services for the duration of the OCIP, and until all claims are closed. Setup managed Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 6 of 21 REQUEST FOR PROPOSALS

7 care programs and arrange for primary care physicians near the project site. Provide quarterly claims reports. Monitor and assist contractors as required. Maintain claim files and tracking system. Assist in negotiation of disputed claim settlements. D. Safety and Loss Prevention Services: Design and administer a safety program and coordinate compliance with all contractors. Develop safety manual and specifications for the OCIP. Design and implement a safety incentive program for contractors. Provide on-site safety manager. Design and administer on-site first aid services and substance abuse testing program. Identify occupational, health, and environmental exposures and recommend controls. Institute safety meetings and training programs. Identify and assist contractors in controlling loss exposures. Maintain accident statistics and OSHA records. E. Risk Management Information System (RMIS): Develop and implement a RMIS capable of reporting and tracking relevant OCIP information, including, but not limited to: (1) Annual report indicating: (a) OCIP savings with earned premiums and incurred losses by year and by coverage versus costs of contractor-provided insurance. Accomplishments of surety assistance program. (b) Identify accomplishments and problem areas, including claims handling, safety hazards, uninsured risks, etc. Recommendations for OCIP improvement. (c) Safety and claim statistics and trends, retrospective rate analysis (if appropriate) and estimated audit adjustments. (d) Services planned and performed, and an accounting of all fees received. (e) Quarterly reports summarizing surety assistance program progress, accomplishments, savings (actual contractor bid deductions vs. cost of OCIP), current activities, special issues/concerns, safety and claim statistics, and other pertinent information. (2) Maintain contractor tracking logs, including: (a) Alphabetical listing of all contractors, including names, addresses and phone number. (b) List of contractors by terms of relationship, e.g. subcontractors, subsubcontractors, etc. (c) List of pertinent dates, including contract dates, start dates, completion dates. (d) List of policies, including types, numbers, and terms. (e) Contractors bid deductions vs. OCIP cost, change orders, close-outs, underwriting data, estimated contractor payroll data vs. actual, audit adjustments for underestimated payroll, labor classifications, rates, and other components as requested by Authority. Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 7 of 21 REQUEST FOR PROPOSALS

8 (3) Identify contractors who do not submit required underwriting data and other information and contractors who have completed work and are ready for closeout. (4) Provide claims and payroll information by individual contractor to the State Workers Compensation Rating Bureau. (5) Provide on-line access to the Authority for all data in the RMIS. F. Surety Assistance Program: Design and administer a surety assistance program. Develop a dual strategy plan working with producers and underwriters to simplify the requirements and process for obtaining bonds and, at the same time, work with the firms on how to become more bondable. The program should include elements such as providing education, outreach and support. G. Special Services and Coverages: Provide other related services and/or insurance coverages as requested by Authority. These special services and insurance coverages such as Owner s Protective Errors & Omissions, and the associated fees for each will be negotiated separately as required. 3.0 Solicitation Schedule The following schedule has been established for this Solicitation process. Refer to the Authority s website ( > Airport Business > Procurement Department > Current Opportunities) for conference and meeting times, locations and updated information pertaining to any revisions to this schedule. The pre-solicitation conference may be attended in person or via on-line meeting utilizing Web-Ex. Contact the Procurement Agent to register as an on-line attendee. The on-line attendance registration deadline is listed below. Pre-registration is not required for in person attendees. Any person requiring a special accommodation to attend a public meeting because of a disability or physical impairment should contact the Procurement Agent at least 48 hours prior to the scheduled public meeting. Scheduled Item Solicitation posted on Authority website ( Pre-Solicitation on-line attendance registration deadline Non-Mandatory pre-solicitation conference Question deadline Scheduled Date October 24, 2013 by 5:00 p.m. November 5, 2013, 11:00 a.m. November 6, 2013, 1:30 p.m. November 11, 2013 by 5:00 p.m. Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 8 of 21 REQUEST FOR PROPOSALS

9 Final addenda posted to Authority website Notice of minimum qualifications, technical evaluation and interview meetings posted on the Authority website and bulletin board at the Authority Response deadline Minimum qualifications evaluation meeting Technical evaluation meeting Interviews Final technical evaluation meeting Selection and award by Authority s Board November 13, 2013 by 5:00 p.m. November 22, 2013 by 5:00 p.m. November 22, 2013, no later than 2:00 p.m. December 2, 2013 at 8:30 a.m., December 10, 2013 at 8:30 a.m., December 17, 2013 at 8:30 a.m. December 18, 2013 at 3:30 p.m. January 9, 2014 at 9:00 a.m. 4.0 Minimum Qualifications Minimum qualifications have been established as a basis for determining the eligibility of each Response. A Response will be considered non-responsive and will not be evaluated unless sufficient documentation is provided to determine whether the Respondent and Account Manager meet the minimum qualifications listed below: 4.01 Respondent: A. Is currently registered with the Florida Department of State, Division of Corporations, to do business in the State of Florida. ( B. Is registered with the Authority as a Supplier ( > Airport Business > Supplier Registration). For general questions concerning the Supplier Registration process call C. Is NOT listed on the Florida Department of Management Services, Convicted Vendor List, as defined in Section (3) (d), Florida Statutes. ( D. Is NOT listed on the Federal Convicted Vendor list. ( E. Is NOT listed on the Florida Department of Transportation Contractor Suspension List. ( F. Has the ability to obtain the insurance coverage and limits as required in Attachment C, Sample Contract. Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 9 of 21 REQUEST FOR PROPOSALS

10 G. Is NOT listed on the Florida State Board of Administration, Scrutinized List of Prohibited Companies /ItemId/3354/Default.aspx > Links Scrutinized List of Prohibited Companies) H. Has a current, active Resident Type License and Type Registration OR a current, active Non-Resident Type License and Type Registration issued by the State of Florida. I. Has developed, implemented and administered a minimum of one OCIP since November 1, Account Executive A. Has been in the continuous business of providing insurance broker services since November 1, B. Has a current, active Resident Type 2-20 License OR a current, active Non-Resident Type 9-20 License issued by the State of Florida. 5.0 Response Evaluation 5.01 Objective It is the Authority's intention to evaluate Responses and award a contract, or contracts, for broker services for an owner-controlled insurance wrap-up program (Contract) to the Respondent, or Respondents, whose Response is determined to serve the best interest of the Authority. The Authority reserves the right to request additional information and clarification of any information submitted, including any omission from the original Response. All Responses will be treated equally with regard to this item. All Responses that meet the minimum qualifications will be evaluated as outlined in Section Evaluation Criteria The following evaluation criteria have been established to determine which Response best meets the requirements and overall goals of the Authority. Criteria Maximum Score Respondent s Overall Experience and Background 15 The evaluation will include OCIP experience and background of Respondent since November 1, 2008, experience with comparable construction projects larger than $100M, experience with Florida public entities, experience with bond assistance Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 10 of 21 REQUEST FOR PROPOSALS

11 programs, relevant previous performance of the services required to include designing, analyzing, negotiating, marketing, placement, risk management, safety, and support. Evaluation will also include previous experience with contractor s estimates. Consideration will be given to the feedback obtained from Respondent's client references. Account Executive & Team s Overall Experience and Background The evaluation will include OCIP experience and background of Account Executive and key team members (including any subcontractors) since November 1, 2008, experience with comparable construction projects larger than $100M, experience with Florida public entities and bond assistance programs, available specialized technical expertise in identifying, analyzing and resolving issues such as architect s errors and ommissions, builder s risk, surety bonds, loss control and other relevant areas of expertise. Evaluation will also include previous experience of Account Executive in managing the provision of the services to include designing, analyzing, negotiating, marketing, placement, risk management, safety and support. 20 Approach, Capacity, Services & Location 30 The evaluation will include Respondent s proposed on-site facilities, on-site staffing, on-site services, duration and capacity for E&O coverage (greater than $5M per claim), and demonstrated understanding of the current market conditions, bond assistance programs, and OCIPs. Evaluation will also include Respondent s proposed overall services to include claims adjusting and management services, approach to services, access to major insurance companies and other potential markets, proposed strategies for structuring the OCIP, timeline for bidding and implementing OCIP, examples of OCIPs, surety assistance training, claims and safety manuals, proposed surety assistance and safety incentive programs, and processes for evaluating contractor bid response estimates. Fees 25 The Total Annual Fixed Fee proposed by Respondent in Tab 13, Item A of the Response Form will be calculated to obtain scoring for each Response relative to the other Responses received. Interviews 10 If conducted, the evaluation will incude the knowledge demonstrated by the proposed team members, as well as creativeness of the team's conceptual ideas and vision for Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 11 of 21 REQUEST FOR PROPOSALS

12 services for the Authority. Emphasis will be placed on clear, unqualified answers and comprehensive explanations of relevant, prior experience. Consideration will be given for presentation style. Verbal information will supplement the Response and can affect scores for other evaluation criteria Technical Evaluation A technical evaluation committee consisting of Authority staff and industry representatives will conduct a technical evaluation of all Responses. The results of the evaluation will be reviewed by the Authority s Chief Executive Officer and a final listing will be prepared for the Authority s Board. Further information regarding the evaluation will be provided at the scheduled Pre-Solicitation Conference. Each evaluation criterion will be evaluated based on the factors set forth in this Solicitation and scored from 0 (non-responsive) to the maximum criterion score as listed in Subsection 5.02 above. The exception is the Fee criterion which will be scored based on a mathematical calculation with the lowest fee receiving the highest score; however, any fee submitted which is less than or equal to 50 percent of the average fee submitted by all Respondents will be considered unreasonable and therefore receive a score of zero. Total scoring is a mathematical addition of the criteria score. The criteria and associated maximum score are listed in Section The Authority may schedule interviews and/or presentations with Respondents as part of its technical evaluation process. If scheduled, information from the interviews and/or presentations, including content and style, will be part of the evaluation process and the person(s) identified in the Response as the Account Executive, must attend and will be expected to lead the interview, demonstration, or presentation for the Respondent. Other key members of the Respondent s team may be invited to attend and their contributions will be included in the evaluation scoring. If interviews or presentations are not scheduled, no weight will be given to the evaluation criterion. Copies of interview presentations, whether hard or electronic, must be furnished to the Authority at the time of the interview. Equipment is available for electronic presentations Selection The selection and approval of the Respondent(s) will be made by the Authority in accordance with its competitive selection process. The technical evaluation committee will evaluate the Responses on the basis of the guidelines set forth in this Solicitation and will present its findings to the Authority s Chief Executive Officer (CEO). The CEO will present the findings and a recommendation to approve the ranking of Responses to the Authority s Board of Directors (Board) at the Board meeting listed in Section 3.0, Solicitation Schedule. The Board will make a final selection and award. Results of the technical evaluation committee s evaluation will be sent to the Respondents at least seven business days prior to Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 12 of 21 REQUEST FOR PROPOSALS

13 the date for selection and award by the Board. 6.0 Fees and Payment 6.01 Fees Fees for services will be as shown in Appendix C, Sample Contract, Attachment B, Fees, and will be paid in equal quarterly installments for the performance of the services specified herein. Fees will include all services, labor, materials, equipment, travel and expenses. At Authority s discretion other construction projects may be wrapped into the OCIP and/or Surety Assistance during the term of the Contract. Fees to wrap other projects will be quoted and negotiated with the selected Respondent at the time of need Invoices The selected Respondent must submit its initial invoice for fees no earlier than April 1, The initial invoice will cover the period beginning January 9, 2014 through March 31, Thereafter each quarterly invoice will cover all services provided in the previous quarter. The Authority s payment schedule for invoices is Net 30 Days from receipt of the invoice Payment of Insurance Premiums Advance payment to the selected Respondent for all premiums for insurances placed by the selected Respondent on behalf of Authority must be invoiced by the selected Respondent upon initiation of the coverage. Authority will remit payment for the premiums to the selected Respondent. The selected Respondent must then make the applicable premium payment(s) to the respective insurer(s) within 10 business days of receipt from Authority and in accordance with the terms and conditions of the insurance policy or contract. All premium refunds received by the selected Respondent for policies issued on behalf of Authority must be returned to Authority within 10 calendar days of receipt by the selected Respondent Outside Compensation The selected Respondent is prohibited from accepting any payment from any sources other than the fixed fee paid by Authority for placing the Authority s coverage. On an annual basis the selected Respondent must provide a statement on company letterhead and signed by an official of the company authorized to do so, attesting that no payments other than the Authority s fixed fee payment were received in connection with the Authority s insurance coverages during the previous 12 month period Taxes All taxes of any kind and character payable on account of the work done and/or materials furnished under the awarded Contract will be paid by the selected Respondent and will be deemed to be included in the Response. The laws of the Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 13 of 21 REQUEST FOR PROPOSALS

14 State of Florida provide that sales tax and use taxes are payable by the selected Respondent upon the tangible personal property incorporated in the work and such taxes will be paid by the selected Respondent and will be deemed to have been included in the Response. The Authority is exempt from all State and federal sales, use and transportation taxes. 7.0 Contract 7.01 Award of Contract The selected Respondent will be required to execute the Broker Services for Owner-Controlled Insurance Wrap-up Program Contract, a sample of which is attached hereto as Appendix C, Sample Contract, and made a part hereof. The Contract will incorporate the selected Respondent's Response and any subsequent information requested from the selected Respondent by Authority during the evaluation process. Authority will transmit to the selected Respondent two copies of the Contract for execution. The selected Respondent agrees to deliver the two duly executed Contracts to Authority within seven calendar days of receipt Term of Contract The term of the Contract is January 9, 2014 through December 31, 2018 with two, one-year renewal option(s) at the sole option of the CEO. The Authority will have the right to terminate the Contract immediately, and without notice, for cause, and may terminate without cause at any time upon 30 days written notice to the selected Respondent. Authority does not guarantee work or any amount of work to the selected Respondent during the term of the Contract. 8.0 Solicitation General Terms and Conditions 8.01 Binding Offer A Respondent s Response will remain valid for a period of 120 days following the Response deadline and will be considered a binding offer to perform the required services and/or provide the required goods. The submission of a Response will be taken as prima facie evidence that the Respondent has familiarized itself with the contents of this Solicitation Insurance Requirements The selected Respondent will be required to provide the insurance coverage and limits as outlined in the Insurance Article in the Sample Contract. The selected Respondent s insurance certificate, meeting the minimum requirements specified in the Sample Contract, must be submitted to Authority for review and approval within 10 calendar days of award. Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 14 of 21 REQUEST FOR PROPOSALS

15 Self-insurance will only be accepted upon written request and approval by Authority. In order for its self-insurance program to be considered, the selected Respondent must submit the following documents to Authority for review and approval within 10 calendar days of award: A. An audited financial statement for the most recent completed fiscal year. B. An explanation of how the program is funded. C. Number of years the Respondent has been in business. D. Size of the Respondent (based on number of office locations). E. The total dollar amount of claims paid during the past five years Public Entity Crimes A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Response on a contract to provide any goods or services to a public entity; may not submit a Response on a contract with a public entity for the construction or repair of a public building or public work; may not submit a Response on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Florida Statute Section , for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list Non-Exclusivity of Contract The selected Respondent understands and agrees that any resulting contractual relationship is non-exclusive and Authority reserves the right to contract with more than one Respondent or seek similar or identical services elsewhere if deemed in the best interest of Authority Collusion More than one Response from the same Respondent under the same or different names will not be considered. Joint Responses will not be accepted. Reasonable grounds for believing that a Respondent is submitting more than one Response will cause the rejection of all Responses in which Respondent is involved. Responses will be rejected if there is reason for believing that collusion exists among Respondents, and no participant in such collusion will be considered in any future solicitations for a period of six months following the Response Deadline for this Solicitation Cone of Silence To ensure a proper and fair evaluation, Authority has established a cone of silence applicable to all competitive procurement processes, including this Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 15 of 21 REQUEST FOR PROPOSALS

16 Solicitation. The cone of silence will be imposed on this Solicitation beginning with advertisement for the same and ending with the Board s selection for this Solicitation. A. The cone of silence prohibits any communications regarding this Solicitation between: (1) A potential respondent (which includes vendors, service providers, bidders, proposers, lobbyists and consultants) and their representative(s) and Authority staff, except for communications with the Authority s Procurement Agent or other supporting procurement staff responsible for administering the procurement, provided the communication is strictly limited to procedural matters. (2) A potential respondent and their representative(s) and a Board member. (3) A potential respondent and their representative(s) and any member of the technical evaluation committee. (4) A Board member and any member of the technical evaluation committee. B. Unless specifically provided otherwise, in addition to the exceptions set forth above, the cone of silence does not apply to: (1) Communications with the Authority s Legal Affairs Department. (2) Oral communications during publicly noticed technical evaluation committee meetings including those specifically for presentations, demonstrations or interviews. (3) Oral communications during any duly noticed Board meeting. (4) Communications relating to protests made in accordance with the Authority s Procurement Protest Policy. (5) Communications related to W/MBE with the Authority s DBE Program Manager for the purposes of verifying W/MBE certification. Any communications regarding matters of process or procedure from a Respondent or lobbyist must be submitted to the Procurement Agent. Any violation of the cone of silence will render voidable the Response, as well as any awarded contract Compliance Respondents must comply with all Authority, local, State and federal directives, orders, policies and laws as applicable to this Solicitation and subsequent Contract Governance If any of the language or information in this Solicitation conflicts with language in the Contract as prepared by the Authority, the language of the final Contract, as executed, will govern. Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 16 of 21 REQUEST FOR PROPOSALS

17 8.09 Public Disclosure All Responses and other materials or documents submitted by a Respondent to this Solicitation will become the property of Authority. Authority is subject to the open records requirements of Florida State Statute Chapter 119, and as such, all materials submitted by the Respondent to Authority are subject to public disclosure. The Respondent specifically waives any claims against Authority related to the disclosure of any materials if made under a public records request Procurement Protest Policy Failure to follow the procurement protest policy set out in the Authority s policies constitutes a waiver of Respondent s protest and resulting claims. A copy of the procurement protest policy may be obtained by contacting Authority via telephone at or via mail to Hillsborough County Aviation Authority, Post Office Box 22287, Tampa, Florida The policy is also available on the Authority s website at: > Airport Business > Procurement Department > Supplier Information - Procurement Protest Policy W/MBE Assurance and Participation A. W/MBE Policy. It is the policy of Authority that woman and minority-owned business enterprises as defined herein will have full and fair opportunities to compete for and participate in the performance of non-federally funded contracts or in the purchase of goods and services procured by Authority. In advancing this opportunity for W/MBEs, neither Authority nor those companies doing business with Authority will discriminate on the basis of race, color, national origin, religion or sex in the award and performance of any Authority contract. Under its W/MBE Policy and Program, Authority will recognize and encourage W/MBEs to participate as prime contractors or as subcontractors in its construction contracts, architectural and engineering contracts, professional services contracts, and goods and services purchases and contracts. B. W/MBE Contract Expectancy. A five percent (5%) W/MBE participation expectancy is established for this Solicitation. Respondent must ensure and demonstrate in its Response that it will subcontract to certified W/MBEs at least five percent of the total dollar amount earned for the OCIP, or clearly demonstrate in a manner acceptable to Authority its good faith effort to obtain W/MBE participation. The selected Respondent s W/MBE commitment will be incorporated into the Contract and will be enforceable under the terms of the Contract. To demonstrate Respondent s commitment to meet the individual W/MBE expectancy established, Respondent must complete and submit with its Response a Woman and Minority Owned Business Enterprise Assurance and Participation Letter of Intent (see Appendix A, Response Form, Tab 7) for each proposed W/MBE. If Respondent fails to meet the W/MBE expectancy Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 17 of 21 REQUEST FOR PROPOSALS

18 above, Respondent must clearly demonstrate in its Response good faith efforts to do so. Good Faith Efforts are those efforts that could reasonably be expected to result in W/MBE expectancy attainment by a Respondent who aggressively and actively seeks to obtain W/MBE participation. In determining whether or not Respondent has made such good faith efforts to meet the expectancies Authority will consider the factors listed in the W/MBE Policy. C. Eligibility of W/MBEs. To ensure the eligibility of a W/MBE firm proposed to participate in the awarded Contract, the W/MBE firm must be certified as a woman or minority owned business by the City of Tampa, Hillsborough County, or the State of Florida Department of Management Services, Office of Supplier Diversity, or as a Disadvantaged Business Enterprise by the FLUCP. Proposed W/MBE firms must be certified at the time Responses are received. A directory of certified DBEs and links to the various agency websites that have directories of certified W/MBEs are available on the Authority website at > Airport Business > Business Departments Disadvantaged Business Enterprise (DBE). D. Failure to meet the above individual W/MBE expectancy or satisfying any necessary good faith effort requirement will render Respondent s Response as non-responsive. Non-responsive Responses will not be evaluated Disclosure of Authority Records Authority owns all records and documents generated by the selected Respondent pursuant to the Contract and the selected Respondent agrees that it will not, without written approval by Authority, disclose publicly said records and documents Hold Harmless The selected Respondent, in connection with the services provided herein, will hold Authority harmless from and against all suits, claims, demands, damages, actions and causes of action of any kind or nature in any way arising from the selected Respondent s performance of the contractual activities and will pay all expenses in defending any claims made against Authority by reason of performance of the Contract, in accordance with the Indemnification Article in the Sample Contract Prohibition Against Contracting with Scrutinized Companies Pursuant to Florida Statute Section , as of July 1, 2012, a company that, at the time of submitting a response for a new contract/agreement or renewal of an existing contract/agreement, is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Florida Statute Section , is ineligible for, and may not submit a response for or enter into or renew a Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 18 of 21 REQUEST FOR PROPOSALS

19 contract/agreement with an agency or local governmental entity for goods or services of $1 million or more. 9.0 Response Requirements 9.01 Solicitation Process This Solicitation will in no manner be construed as a commitment on the part of Authority to award a Contract. Authority reserves the right to reject any or all Responses; to waive minor irregularities in this Solicitation process or in the Responses thereto; to re-advertise this Solicitation; to postpone or cancel this Solicitation process; to negotiate, select or procure parts of services; to change or modify the Solicitation schedule at any time; and to negotiate a Contract with another Respondent if a Contract cannot be negotiated with the selected Respondent or if the selected Respondent s performance does not meet the requirements in this Solicitation or resulting Contract Cost of Preparation All costs associated with preparing and delivering a Response to this Solicitation and costs associated with interviews, presentations and/or demonstrations that are part of this process will be borne entirely by Respondent. Authority will not compensate Respondent for any expenses incurred by Respondent as a result of this Solicitation process Solicitation Compliance It is the responsibility of each Respondent to examine carefully this Solicitation and to judge for itself all of the circumstances and conditions which may affect its Response. Any data furnished by Authority is for informational purposes only. The Respondent s use of any such information will be at the Respondent s own risk. Failure on the part of any Respondent to examine, inspect, and be completely knowledgeable of the terms and conditions of this Solicitation and all its attachments, appendices, exhibits and addenda, the operational conditions, or any other relevant documents or information, will not relieve Respondent from fully complying with this Solicitation Questions and Addenda A. Each Respondent must examine this Solicitation, which incorporates all its addenda, appendices, exhibits and attachments, to determine if the requirements are clearly stated. All questions concerning the Solicitation documents, such as discrepancies, omissions and exceptions to any term or condition, must be submitted in writing to the Procurement Agent prior to the question deadline as stated in Section 3.0, Solicitation Schedule. If Respondent requests modifications to the Solicitation documents, Respondent must provide detailed justification for each modification requested. Authority will determine what changes will be acceptable to Authority and changes approved by Authority will be issued in a written addendum as outlined below. No oral interpretation or clarification of the Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 19 of 21 REQUEST FOR PROPOSALS

20 Solicitation documents will be made to any Respondent. It is the responsibility of Respondent to verify Authority received its question or modification request concerning this Solicitation. B. All interpretations of and modifications to this Solicitation, including all its addenda, appendices, exhibits and attachments, and any supplemental instructions, will be in the form of a written addendum in order that all Respondents will be given the opportunity of proposing to the same specifications. Any issued addenda will be posted on the Authority s website by the close of business on the date stated in Section 3.0, Solicitation Schedule. Each Respondent will be responsible for monitoring the Authority s website at > Airport Business > Procurement Department > Current Opportunities for new or changing information relative to this Solicitation. Failure of any Respondent to include an issued addendum in its Response will not relieve Respondent from any obligation contained therein Disclosure Respondent warrants that the Response submitted is not made in the interest of or on behalf of any undisclosed party; that Respondent has not, directly or indirectly, induced any other Respondent to submit a false Response; or that Respondent has not paid or agreed to pay to any party, either directly or indirectly, any money or other valuable consideration for assistance or aid rendered or to be rendered in attempting to procure the Contract for the privileges granted herein Opening There will be no formal Response opening for this Solicitation. Responses will be opened and evaluated after the Response deadline stated in Section 3.0, Solicitation Schedule Government Entities Authority reserves the right to utilize applicable State of Florida contracts or other approved cooperative contracts for any items or services covered by this Solicitation when it is in the best interest of Authority. The selected Respondent agrees to make available to all governmental agencies, authorities, departments, and municipalities the prices submitted with the selected Response should any governmental agency, authority, department, and municipality (collectively referred to as Public Entities) desire to buy under the selected Response. Authority will not be responsible for any transactions between the selected Respondent and Public Entities that may elect to utilize the selected Response. All terms, prices and conditions of the selected Response will apply between the Respondent(s) and Public Entities utilizing the selected Response. As a condition Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 20 of 21 REQUEST FOR PROPOSALS

21 of using the selected Response, the Public Entity and selected Respondent shall hold the Authority harmless from any claims or lawsuits that may arise. NOTE: Any quantities estimated in this Solicitation are for Authority only Supplemental Information Authority reserves the right to request any supplementary information it deems necessary to evaluate the Respondent s Response and clarify or substantiate any information contained in Respondent s Response or supplemental information provided by Respondent as part of the evaluation process. Broker Services for Owner-Controlled Insurance Wrap-up Program October 24, 2013 HCAA Solicitation No Page 21 of 21 REQUEST FOR PROPOSALS

22 Appendix A Response Form Cover Page The electronic Response Form is a locked fillable form and is provided as a separate document with this Solicitation on the Authority s website titled Appendix A, Response Form. To download the Response Form go to > Airport Business > Procurement Department > Solicitation Current Opportunities, RFP No Respondents must use the electronic Appendix B, Response Form provided. Refer to Appendix B, Response Form Instructions, to complete the Response Form. Insurance Wrap-up Program APPENDIX A-RESPONSE FORM

23 Appendix B Response Form Instructions Hillsborough County Aviation Authority BROKER SERVICES FOR OWNER CONTROLLED INSURANCE WRAP-UP PROGRAM

24 Response Form Instructions 1. Response General Instructions Respondents are advised to carefully follow the instructions listed below in order to be considered fully responsive to this Solicitation. Responses sent by fax or will not be accepted. Any Response received after the Response Deadline as stated in the Solicitation, Section 3.0, Solicitation Schedule, will be deemed non-responsive. 2. Procurement Agent The contact information for the Procurement Agent assigned to this Solicitation is: Theresa Webb Questions All questions concerning the Solicitation documents, such as discrepancies, omissions and exceptions to any term or condition, must be submitted in writing to the Procurement Agent prior to the deadline for questions as stated in this Solicitation, Section 3.0, Solicitation Schedule. 4. Response Form The Respondent must complete Appendix A, Response Form, and provide any other appendices, attachments, acknowledgments, or documentation required in the Response Form. The Response Form is a locked, fillable form in Microsoft format provided on the Authority s website at > Airport Business > Procurement Department > Current Opportunities. Alteration of the Response Form or use of any other form may render the Respondent s Response void. Use the TAB key to move within the document and type the response in the area provided for each item or click the mouse in the appropriate check box to select the applicable response. 5. Number of Responses 1 Hard copy original (clearly marked ORIGINAL); and 1 Duplicate hard copy (clearly marked COPY); and 4 Electronic format copies each on a separate compact disk (CD) or universal serial bus portable flash memory card (USB flash drive) containing a completed copy of the Respondent s Response, in Microsoft Office Word or Adobe Acrobat pdf format. Electronic format copy should be one continuous file. Do not lock or password protect electronic copies. 6. Delivery of Response The Authority s business hours are Monday through Friday, 8:30 a.m. to 5:00 p.m., ET, excluding major holidays. Insurance Wrap-up Program Page 2 of 3 APPENDIX B-RESPONSE FORM INSTRUCTIONS

25 The delivery of the Response to the Authority prior to the Response Deadline is solely and strictly the responsibility of the Respondent. The Response must be delivered to the physical location listed below prior to the Response Deadline as stated in the Solicitation, Section 3.0, Solicitation Schedule, during business hours. The Response will be given a time and date receipt by Authority staff. This location is not serviced by the U.S. Postal Service via regular mail. If you have any questions concerning the delivery of your Response, contact the Procurement Agent. All Responses must be sealed and labeled on the outside of the package as follows: SEALED SOLICITATION RESPONSE: Broker Services for Owner-Controlled Insurance Wrap-up Program Delivery address is as follows: Hillsborough County Aviation Authority Tampa International Airport 4160 George J. Bean Pkwy Administrative Offices Bldg., Ste nd Level, Red Side Tampa, Florida Attn: Theresa Webb, Procurement Department The Authority Administrative Offices Building is adjacent to the Main Terminal. Take the elevator or escalator to the 2 nd floor of the Main Terminal. Go to the red side Yeager elevators and exit through the sliding glass doors to the right of the elevators. Take the crosswalk that leads to the Administrative Offices Building. Deliveries to any other location or outside of business hours of 8:30 a.m. through 5:00 p.m., ET, will NOT be accepted. Respondent is responsible for ensuring that the deliverer has been instructed accordingly. The Authority will in no way be responsible for delays caused by delivery services or for delays caused by any other occurrence. NOTE: Shipments by courier service designated as first overnight or priority overnight delivery service for guaranteed early morning delivery on the Response Deadline may arrive to the Tampa International Airport several hours before the Administrative Offices Building opens and cannot be accepted. Therefore, the deliverer must return the package to their distribution center to be re-assigned and delivered at a later time which may be after the Response Deadline. END OF INSTRUCTIONS Insurance Wrap-up Program Page 3 of 3 APPENDIX B-RESPONSE FORM INSTRUCTIONS

26 Hillsborough County Aviation Authority APPENDIX C SAMPLE CONTRACT BROKER SERVICES FOR OWNER-CONTROLLED INSURANCE WRAP-UP PROGRAM CONTRACT COMPANY: Term Date: January 9, 2014 through December 31, 2018 Board Date: January 9, 2014 Prepared by: Procurement Department Hillsborough County Aviation Authority P.O. Box Tampa, Florida 33622

27 ARTICLE ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 ARTICLE 16 ARTICLE 17 ARTICLE 18 ARTICLE 19 ARTICLE 20 ARTICLE 21 ARTICLE 22 ARTICLE 23 ARTICLE 24 ARTICLE 25 ARTICLE 26 ARTICLE 27 ARTICLE 28 ARTICLE 29 ARTICLE 30 ARTICLE 31 ARTICLE 32 ARTICLE 33 ARTICLE 34 ARTICLE 35 TABLE OF CONTENTS RECITALS SCOPE OF WORK TERM FEES AND PAYMENTS OWNERSHIP OF DOCUMENTS QUALITY ASSURANCE NON-EXCLUSIVE DEFAULT AND TERMINATION RIGHTS INDEMNIFICATION DATA SECURITY NON-DISCLOSURE INSURANCE INVALIDITY OF CLAUSES NON-DISCRIMINATION/AFFIRMATIVE ACTION WOMAN AND MINORITY-OWNED BUSINESS ENTERPRISE HEADINGS ASSIGNMENT AND SUBCONTRACTING APPLICABLE LAW AND VENUE NOTICES AND COMMUNICATIONS RELATIONSHIP OF THE PARTIES COMPLIANCE WITH LAWS, REGULATIONS, ORDINANCES, RULES COMPLIANCE WITH PUBLIC RECORDS LAW AUDIT REQUIREMENTS RIGHT TO AMEND DISPUTE RESOLUTION TIME IS OF THE ESSENCE COMPANY TENANCY AMERICANS WITH DISABILITIES ACT ATTORNEY S FEES AND COSTS AGENT FOR SERVICE OF PROCESS WAIVERS WAIVER OF CLAIMS COMPLETE CONTRACT MISCELLANEOUS ORDER OF PRECEDENCE ATTACHMENT A ATTACHMENT B SCOPE OF WORK FEES Insurance Wrap-up Program Page 2 of 24 APPENDIX C-SAMPLE CONTRACT

28 HILLSBOROUGH COUNTY AVIATION AUTHORITY BROKER SERVICES FOR OWNER-CONTROLLED INSURANCE WRAP-UP PROGRAM This Contract for Broker Services for Owner-Controlled Insurance Wrap-up Program (hereinafter referred to as Contract) is made and entered into this day of 2013 between the Hillsborough County Aviation Authority, a public body corporate under the laws of the State of Florida whose post office address is Post Office Box 22287, Tampa, Florida (hereinafter referred to as Authority ), and, a corporation, authorized to do business in the State of Florida, (hereinafter referred to as "Company"), (collectively hereinafter referred to as the "Parties"). WITNESSETH: WHEREAS, Authority desires to retain a firm to provide broker services for an owner-controlled insurance wrap-up program (OCIP) at Tampa International Airport (Airport); and WHEREAS, Company agrees to provide said services to Authority as applicable; NOW, THEREFORE, the parties hereto mutually agree and covenant that Company will render the following services and other services as may be requested from time to time. ARTICLE 1 RECITALS The above recitals are true and correct and are incorporated herein. ARTICLE 2 SCOPE OF WORK 2.01 Scope of Work Company agrees to perform the work as set forth in Attachment A, Scope of Work, which is attached hereto and made a part hereof. Work will be undertaken only at the direction of Authority s Risk and Safety Manager Authority s Contact Person Authority s Risk and Safety Manager or designee will be responsible for notifying Company regarding required work and will be Company s primary contact for all services under this Contract. Insurance Wrap-up Program Page 3 of 24 APPENDIX C-SAMPLE CONTRACT

29 2.03 Company s Account Executive Company has designated as the individual to be responsible for the overall design and management of the OCIP (Account Executive). The Account Executive will be responsible for ensuring that all services are provided as outlined in Attachment A, Scope of Work and will be Company s primary contact for all services under this Contract. Company must not remove such Account Executive from providing the services contemplated by this Contract; provided, however, that the removal of such personnel due to their incapacity, voluntary termination, or termination due to just cause will not constitute a violation of this Article. Authority will require that, at a minimum, any proposed replacement have equal or greater qualifications and experience as the Account Executive being replaced. Company will not make any personnel changes of the Account Executive until written notice is made to and approved by Authority s Risk and Safety Manager or designee Company/Subcontractor Relationship Except as may be otherwise provided, Company will not contract with subcontractors to perform any portion of the work provided for in this Contract without the prior written approval of Authority. If so approved, Company will be solely responsible for ensuring that its subcontractors perform pursuant to and in compliance with the terms of this Contract. ARTICLE 3 TERM 3.01 Effective Date This Contract will become effective upon execution by Company and approval and execution by Authority. This Contract may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument Term The Term of this Contract commences on January 9, 2014 and will continue through December 31, 2018 unless terminated earlier as provided herein Commencement of Fees and Charges All fees and charges hereunder will commence on January 9, 2014 and will continue for the term of this Contract Commencement of Operations Company will begin providing OCIP services on January 9, 2014 and will continue through December 31, Insurance Wrap-up Program Page 4 of 24 APPENDIX C-SAMPLE CONTRACT

30 3.05 Renewal Option This Contract may be renewed at the same terms and conditions hereunder for two, one-year periods at the discretion of Authority s Chief Executive Officer (CEO). Such renewal will be effective by issuance of an amendment. If all such renewal options are exercised and approved by Authority s CEO, this Contract will have a final termination date of December 31, Early Termination Authority may cancel this Contract, without cause, by giving 30 days written notice to Company. ARTICLE 4 FEES AND PAYMENTS 4.01 Fees Fees for services will be as shown in Attachment B, Fees, and will be paid in equal quarterly installments for the performance of the services specified herein. Fee will include all services, labor, materials, equipment, travel and expenses. At Authority s discretion other construction projects may be wrapped into the OCIP and/or Surety Assistance during the term of the Contract. Fees to wrap other projects into the OCIP will be quoted and negotiated with the Company at the time of need Invoices Company must submit its invoices to Authority no earlier than the last day of each quarter and no later than 10 calendar days after the end of each quarter. The initial invoice will cover the period beginning January 9, 2014 through March 31, Thereafter each quarterly invoice will cover all services provided in the previous quarter. Company must include a quarterly report summarizing the services provided with each invoice. The Authority s payment schedule for invoices is Net 30 Days from receipt of the invoice Payment of Insurance Premiums Advance payment to Company for all premiums for insurances placed by the Company on behalf of Authority must be invoiced by Company upon initiation of the coverage. Authority will remit payment for the premiums to Company. Company must then make the applicable premium payment(s) to the respective insurer(s) within 10 business days of receipt from Authority and in accordance with the terms and conditions of the insurance policy or contract. All premium refunds received by the Company for policies issued on behalf of Authority must be returned to Authority within 10 calendar days of receipt by Company. Insurance Wrap-up Program Page 5 of 24 APPENDIX C-SAMPLE CONTRACT

31 4.04 Outside Compensation Company is prohibited from accepting any payment from any sources other than the fixed fee paid by Authority for placing the Authority s coverage. On an annual basis Company must provide a statement on company letterhead and signed by an official of the company authorized to do so, attesting that no payments other than the Authority s fixed fee payment were received in connection with the Authority s insurance coverages during the previous 12 month period Taxes All taxes of any kind and character payable on account of the work done and/or materials furnished under this Contract will be paid by Company. The laws of the State of Florida provide that sales tax and use taxes are payable by Company upon the tangible personal property incorporated in the work and such taxes will be paid by Company and will be deemed to have been included in the Fees. Authority is exempt from all State and federal sales, use and transportation taxes Prompt Payment Company must pay its subcontractor(s) who have submitted verified invoices for work already performed within ten calendar days of being paid by Authority. Any exception to this prompt payment provision will only be for good cause with prior written approval of Authority. Failure of Company to pay its subcontractor(s) accordingly will be a material breach of this Contract Reports Company will provide annual reports on or before January 15 th each year summarizing the services provided as detailed in Attachment A, Scope of Work Parking Company s Account Executive will be provided parking at the Airport for the performance of all work under this Contract as approved by Authority. ARTICLE 5 OWNERSHIP OF DOCUMENTS All statements, records, schedules, working papers, and memoranda made by Company or its employees incident to, or in the course of, professional services to Authority, will be and remain the property of Authority. ARTICLE 6 QUALITY ASSURANCE Company will be solely responsible for the quality of all work performed by Company, its employees and/or its subcontractors under this Contract. All services furnished by Company, its employees and/or its subcontractors must be performed in accordance Insurance Wrap-up Program Page 6 of 24 APPENDIX C-SAMPLE CONTRACT

32 with best management practices and professional judgment, in a timely manner, and must be fit and suitable for the purposes intended by Authority. Company's services and deliverables must conform with all applicable federal and State laws, regulations and ordinances. ARTICLE 7 NON-EXCLUSIVE Company acknowledges that Authority has, or may hire, others to perform work similar to or the same as that which is within Company's scope of work under this Contract. Company further acknowledges that this Contract is not a guarantee of the assignment of any work and that the assignment of work to others is solely within Authority's discretion. ARTICLE 8 DEFAULT AND TERMINATION RIGHTS 8.01 Events of Default Company will be deemed to be in default of this Contract upon the occurrence of any of the following: A. The failure or omission by Company to perform its obligations under this Contract or the breach of any terms, conditions and covenants required herein. B. The conduct of any business or performance of any acts at the Airport not specifically authorized in this Contract or by any other agreement between Authority and Company, and Company s failure to discontinue that business or those acts within 30 days of receipt by Company of Authority s written notice to cease said business or acts. C. The appointment of a Trustee, custodian, or receiver of all or a substantial portion of Company s assets. D. The divestiture of Company s estate herein by operation of law, by dissolution, or by liquidation, not including a merger or sale of assets. E. The insolvency of Company; or if Company will take the benefit of any present or future insolvency statute, will make a general assignment for the benefit of creditors, or will seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof including the filing by Company of a voluntary petition of bankruptcy or the institution of proceedings against Company for the adjudication of Company as bankrupt pursuant thereto. Insurance Wrap-up Program Page 7 of 24 APPENDIX C-SAMPLE CONTRACT

33 F. Company s violation of Florida Statute Section Concerning Criminal Activity on Contracts with Public Entities Authority s Remedies In the event of any of the foregoing events of default, Authority may immediately terminate Company s rights under this Contract and Company will remain liable for all damages suffered by Authority. The exercise of this remedy does not preclude the exercise of any other remedies provided by law. No waiver by Authority at any time of any of the terms, conditions, covenants, or agreements of this Contract, or noncompliance therewith, will be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant, or agreement herein contained, nor of the strict and prompt performance thereof by Company. No delay, failure, or omission of Authority to exercise any right, power, privilege, or option arising from any default nor subsequent acceptance of fees or charges then or thereafter accrued will impair any such right, power, privilege, or option, or be construed to be a waiver of any such default or relinquishment or acquiescence. No notice by Authority will be required to restore or revive time is of the essence hereof after waiver by Authority of default in one or more instances. No option, right, power, remedy, or privilege of Authority will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options, or remedies given to Authority by this Contract are cumulative and that the exercise of one right, power, option, or remedy by Authority will not impair its rights to any other right, power, option, or remedy available under this Contract or provided by law. ARTICLE 9 INDEMNIFICATION To the fullest extent permitted by law, Company agrees to protect, reimburse, indemnify and hold Authority, its agents, employees, and officers free and harmless from and against any and all liabilities, claims, expenses, losses, costs, fines, and damages, including but not limited to, attorney s fees and court costs, and causes of action of every kind and character arising out of, resulting from, incident to, or in connection with Company s presence on or use or occupancy of Airport; Company s acts, omissions, negligence, activities, operations, professional negligence, or malpractice; Company s performance, non-performance or purported performance of this Contract; or any breach by Company of the terms of this Contract, or any such acts, omissions, negligence, activities, operations, professional negligence, or malpractice of Company s officers, employees, agents, subcontractors, invitees, or any other person directly or indirectly employed or utilized by Company, that results in any bodily injury (including death) or any damage to any property, including loss of use, incurred or sustained by Insurance Wrap-up Program Page 8 of 24 APPENDIX C-SAMPLE CONTRACT

34 any party hereto, any agent or employee of any party hereto, any other person whomsoever, or any governmental agency, regardless of whether or not it is caused in whole or in part by the negligence of a party indemnified hereunder. In addition to the duty to indemnify and hold harmless, Company will have the duty to defend Authority, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney s fees and court costs) and causes of action of every kind and character. The duty to defend under this Article is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Company, Authority, and any indemnified party. The duty to defend arises immediately upon written presentation of a claim to Company. Company recognizes the broad nature of these indemnification, hold harmless, and duty to defend clauses, and voluntarily makes this covenant and expressly acknowledges the receipt of $10.00 and such other good and valuable consideration provided by Authority in support of this indemnification in accordance with the laws of the State of Florida. This Article will survive the termination of this Contract. Compliance with insurance requirements under this Contract will not relieve Company of its liability or obligation to indemnify, hold harmless and defend Authority as set forth in this Article. ARTICLE 10 DATA SECURITY Company will establish and maintain safeguards against the destruction, loss or alteration of Authority data or third party data that Company may gain access to or be in possession of in providing the services of this Contract. Company will not attempt to access, and will not allow its personnel access to, Authority data or third party data that is not required for the performance of the services of this Contract by such personnel. Company will adhere to and abide by the security measures and procedures established by Authority. In the event Company or Company s subcontractor (if any) discovers or is notified of a breach or potential breach of security relating to Authority data or third party data, Company will promptly: A. Notify Authority of such breach or potential breach; and B. If the applicable Authority data or third party data was in the possession of Company at the time of such breach or potential breach, Company will investigate and cure the breach or potential breach. Insurance Wrap-up Program Page 9 of 24 APPENDIX C-SAMPLE CONTRACT

35 ARTICLE 11 NON-DISCLOSURE All written and oral information and materials (the Information ) disclosed or provided by Authority to Company under this Contract will not be disclosed by Company, whether or not provided before or after the date of this Contract. The Information will remain the exclusive property of Authority and will only be used by Company for purposes permitted under this Contract. Company will not use the Information for any purpose which might be directly or indirectly detrimental to Authority or any of its affiliates or subsidiaries. Company will prevent the unauthorized use, disclosure, dissemination or publication of the Information. Company agrees that it will cause its employees and representatives who have access to the Information to comply with these provisions and Company will be responsible for the acts and omissions of its employees and representatives with respect to the Information. Company agrees that any disclosure of the Information by Company s employees and/or representatives will be deemed a breach of this Contract. Company agrees that in the event of any breach or threatened breach by Company of its non-disclosure obligation, Authority may obtain such legal remedies as are available, and, in addition thereto, such equitable relief as may be necessary to protect Authority. The non-disclosure obligation imposed on Company under this Contract will survive the expiration or termination, as the case may be, of this Contract and the obligation will last indefinitely. ARTICLE 12 INSURANCE Insurance Terms and Conditions The following minimum limits and coverage will be maintained by Company throughout the term of this Contract. In the event of default on the following requirements, Authority reserves the right to take whatever actions deemed necessary to protect its interests. Liability and property policies, other than Workers Compensation/Employer s Liability and Professional Liability, will provide that Authority is an additional insured Required Coverage Minimum Limits A. Commercial General Liability The minimum limits of Commercial General Liability insurance (inclusive of any amounts provided by an umbrella or excess policy) covering liability resulting from, or in connection with, operations performed by, or on behalf Insurance Wrap-up Program Page 10 of 24 APPENDIX C-SAMPLE CONTRACT

36 of, Company under this Contract or the use or occupancy of Authority premises by, or on behalf of, Company are: Contract Specific General Aggregate $1,000,000 Each Occurrence $1,000,000 Personal and Advertising Injury $1,000,000 B. Workers Compensation and Employer s Liability Insurance The minimum limits of Workers' Compensation/Employer's Liability insurance (inclusive of any amount provided by an umbrella or excess policy) are: Part One (Workers Compensation) Florida Statutory Part Two (Employer s Liability Each Accident $1,000,000 Disease Policy Limit $1,000,000 Disease Each Employee $1,000,000 C. Business Automobile Liability Insurance The minimum limits of Business Auto Liability insurance (inclusive of any amounts provided by an umbrella or excess policy) covering all owned, hired and non-owned vehicles are: Each Occurrence Bodily Injury and Property Damage combined $1,000,000 D. Professional Liability/Errors & Omissions The minimum limits of Professional Liability insurance covering all work of Company without any exclusions unless approved in writing by Authority will remain in force for a period of three years following termination of this Contract. The minimum limits of coverage are: Per Claim $5,000,000 Annual Aggregate $5,000, Conditions of Acceptance This Contract incorporates by reference Authority s Operating Directive concerning contractual insurance terms and conditions in effect as of the date of this Contract, as may be amended from time to time. ARTICLE 13 INVALIDITY OF CLAUSES The invalidity of any part, portion, article, paragraph, provision, or clause of this Contract will not have the effect of invalidating any other part, portion, article, paragraph, provision, or clause thereof, and the remainder of this Contract will be valid and enforced to the fullest extent permitted by law. Insurance Wrap-up Program Page 11 of 24 APPENDIX C-SAMPLE CONTRACT

37 ARTICLE 14 NON-DISCRIMINATION/AFFIRMATIVE ACTION Company assures that, in the performance of its obligations hereunder, it will fully comply with the requirements of 14 CFR Part 152, subpart E (Nondiscrimination in Airport Aid Program), as amended from time to time, to the extent applicable to Company, to ensure, inter alia, that no person will be excluded from participating in any employment, contracting or leasing activities covered by such regulations on the grounds of race, creed, color, national origin, or sex. Company, if required by such regulations, will provide assurances to Authority that Company will undertake an affirmative action program or steps for equal employment opportunity and will require the same of its sub-organizations. Company, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree, (1) that no person on the grounds of race, color, or national origin will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Airport facilities; (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination; and (3) that Company will fully comply with the requirements of 49 CFR Part 21 (Nondiscrimination in Federally assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964), as amended from time to time. In the event of breach of any of the above nondiscrimination covenants pursuant to Part 21 of the Regulations of the Office of the Secretary of Transportation, as amended, Authority will have the right to terminate this Contract and to re-enter as if said Contract had never been made or issued. The provision will not be effective until the procedures of Title 49 CFR Part 21 are followed and completed, including exercise or expiration of appeal rights. ARTICLE 15 WOMAN AND MINORITY-OWNED BUSINESS ENTERPRISE Authority's Policy Authority is committed to a policy and program for the participation of Woman and Minority-Owned Business Enterprises (W/MBEs) in non-concession, nonfederally funded contracting opportunities (hereinafter referred to as W/MBE Program) in accordance with Authority's W/MBE Policy and Program adopted December 13, 2007, as may be amended. In advancing Authority s policy, Company agrees to ensure that W/MBEs, as defined in Authority's W/MBE Policy and Program, have the maximum opportunity to participate in the performance of this Contract. Company will take all necessary and reasonable steps in Insurance Wrap-up Program Page 12 of 24 APPENDIX C-SAMPLE CONTRACT

38 accordance therewith to ensure that W/MBEs are encouraged to compete for and perform subcontracts under this Contract Non-Discrimination A. Company and any subcontractor of Company will not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Company will carry out applicable requirements of Authority's W/MBE Policy and Program in the award and administration of agreements. Failure by Company to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as Authority deems appropriate. B. Company agrees that it will not discriminate against any business owner because of the owner s race, color, national origin, or sex in connection with the award or performance of any agreement, management contract, or subcontract, purchase or lease agreement. C. Company agrees to include the statements in paragraphs (A) and (B) above in any subsequent agreement or contract that it enters and cause those businesses to similarly include the statements in further agreements W/MBE Participation and Compliance A. W/MBE Goal: There is a five percent (5%) W/MBE expectancy goal for this Contract. Company will contract with those W/MBEs as stated in the W/MBE Assurance and Participation form and Letter of Intent for each W/MBE presented with Company's response and approved by Authority, which is incorporated by reference into this Contract. B. W/MBE Termination and Substitution: Company will not terminate a W/MBE for convenience without Authority s prior written consent. If a W/MBE is terminated by Company with Authority s consent or because of the W/MBE s default, then Company must make a good faith effort, in accordance with the requirements of Authority's W/MBE Policy and Program, to find another W/MBE to substitute for the original W/MBE to provide the same amount of W/MBE participation. C. Reporting Requirements: Company agrees that within 15 days after the expiration of each calendar month during the term of this Contract beginning on the effective date of this Contract, it will provide a W/MBE Utilization Activity report to Authority s DBE Program Manager monthly reflecting as applicable, in a form acceptable to Authority, Company s total dollar value received under this Contract for the applicable period and the amount expended for the purchase of goods and services from a W/MBE firm during that period, calculated in accordance with the requirements of Authority's W/MBE Policy and Program. Insurance Wrap-up Program Page 13 of 24 APPENDIX C-SAMPLE CONTRACT

39 D. Monitoring: Authority will monitor the compliance and good faith efforts of Company in meeting the requirements of this article. Authority will have access to the necessary records to examine such information as may be appropriate for the purpose of investigating and determining compliance with this article, including, but not limited to, records, records of expenditures, contracts between Company and the W/MBE participant, and other records pertaining to the W/MBE participation plan, which Company will maintain for a minimum of three years following the end of this Contract. Opportunities for W/MBE participation will be reviewed prior to the exercise of any renewal, extension or material amendment of this Contract to consider whether an adjustment in the W/MBE requirement is warranted. Without limiting the requirements of this Contract, Authority reserves the right to review and approve all subleases or subcontracts utilized by Company for the achievement of these goals. E. Prompt Payment: Company agrees to pay each subcontractor under this Contract for satisfactory performance of its contract no later than 10 calendar days from the receipt of each payment Company receives from Authority. Company agrees further to release retainage payments to each subcontractor within 10 calendar days after the subcontractor s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of Authority. This clause applies to both W/MBE and non-w/mbe subcontractors. F. Sanctions for Non-Compliance: Authority may, in addition to pursuing any other available legal remedy for Company s failure to comply with this article, terminate, suspend or cancel this Contract in whole or in part; and/or suspend or debar Company from eligibility to contract with Authority in the future or to receive bid packages or request for proposal packages, unless Company demonstrates, within a reasonable time as determined by Authority, its compliance with the terms of this article or its good faith efforts to comply. ARTICLE 16 HEADINGS The headings contained herein, including the Table of Contents, are for convenience in reference and are not intended to define or limit the scope of any provisions of this Contract. If for any reason there is a conflict between content and headings, the content will control. Insurance Wrap-up Program Page 14 of 24 APPENDIX C-SAMPLE CONTRACT

40 ARTICLE 17 ASSIGNMENT AND SUBCONTRACTING Company will not assign or subcontract this Contract without the prior written consent of Authority. ARTICLE 18 APPLICABLE LAW AND VENUE This Contract will be construed in accordance with the laws of the State of Florida. Venue for any action brought pursuant to this Contract will be in Hillsborough County, Florida, or in the Tampa Division of the U.S. District Court for the Middle District of Florida. Company hereby waives any claim against Authority and its officers, Board members, agents, or employees for loss of anticipated profits caused by any suit or proceedings directly or indirectly attacking the validity of this Contract or any part hereof, or by any judgment or award in any suit or proceeding declaring this Contract null, void, or voidable, or delaying the same, or any part hereof, from being carried out. ARTICLE 19 NOTICES AND COMMUNICATIONS All notices or communications whether to Authority or to Company pursuant hereto will be deemed validly given, served, or delivered, upon receipt by the party by hand delivery, or three days after depositing such notice or communication in a postal receptacle, or one day after depositing such notice or communication with a reputable overnight courier service, and addressed as follows: TO AUTHORITY: (MAIL DELIVERY) HILLSBOROUGH COUNTY AVIATION AUTHORITY TAMPA INTERNATIONAL AIRPORT P.O. BOX TAMPA, FLORIDA ATTN: CHIEF EXECUTIVE OFFICER TO COMPANY: (MAIL DELIVERY) (HAND DELIVERY) OR HILLSBOROUGH COUNTY AVIATION AUTHORITY TAMPA INTERNATIONAL AIRPORT 4160 GEORGE J. BEAN PARKWAY (HAND DELIVERY) Insurance Wrap-up Program Page 15 of 24 APPENDIX C-SAMPLE CONTRACT

41 SUITE 2400, ADMINISTRATIVE OFFICES BUILDING 2 ND LEVEL, RED SIDE TAMPA, FLORIDA ATTN: CHIEF EXECUTIVE OFFICER or to such other address as either Party may designate in writing by notice to the other Party delivered in accordance with the provisions of this Article. If notice is sent through a mail system, a verifiable tracking documentation such as a certified return receipt or overnight mail tracking receipt is encouraged. ARTICLE 20 RELATIONSHIP OF THE PARTIES Company is and will be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions, and Authority will in no way be responsible therefore. ARTICLE 21 COMPLIANCE WITH LAWS, REGULATIONS, ORDINANCES, RULES Company, its officers, employees, agents, subcontractors, or those under its control, will at all times comply with applicable federal, state, and local laws and regulations, Airport rules, regulations, policies, procedures and operating directives as are now or may hereinafter be prescribed by Authority, all applicable health rules and regulations and other mandates whether existing or as promulgated from time to time by the federal, state, or local government, or Authority including, but not limited to, permitted and restricted activities, security matters, parking, ingress and egress, environmental and storm water regulations and any other operational matters related to the operation of Airport. Company, its officers, employees, agents, subcontractors, and those under its control, will comply with safety, operational, or security measures required of Company or Authority by the Federal Aviation Administration (FAA) or Transportation Security Administration (TSA). If Company, its officers, employees, agents, subcontractors or those under its control will fail or refuse to comply with said measures and such noncompliance results in a monetary penalty being assessed against Authority, then, in addition to any other remedies available to Authority, Company will be responsible and will reimburse Authority in the full amount of any such monetary penalty or other damages. This amount must be paid by Company within 15 days from the date of the invoice or written notice. Insurance Wrap-up Program Page 16 of 24 APPENDIX C-SAMPLE CONTRACT

42 ARTICLE 22 COMPLIANCE WITH PUBLIC RECORDS LAW Company agrees in accordance with Florida Statute Section to comply with public records laws including the following: A. Keep and maintain public records that ordinarily and necessarily would be required by Authority. B. Provide the public with access to public records on the same terms and conditions that Authority would provide the public records and at a cost that does not exceed the cost provided in Chapter 119 of the Florida Statutes 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 Authority all public records in possession of Company upon termination of this 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 Authority in a format that is compatible with Authority s information technology systems. ARTICLE 23 AUDITING REQUIREMENTS In connection with payments to Company under this Contract, it is agreed Company will maintain adequate records in accordance with generally accepted accounting practices. Authority, or its duly authorized representative, have the right to audit Company s records for the purpose of making audits, examinations, excerpts, and transcriptions and to determine payment eligibility under this Contract. Access will be to all of Company s records, including books, documents, papers, and records of Company directly pertinent to this Contract or any work order, as well as records of parent, affiliate and subsidiary companies. In the event Company maintains its accounting or Contract information in electronic format, upon request by Authority s auditors, Company will provide a download of its accounting or Contract information in an electronic format allowing readership in Microsoft Office products. Authority has the right during the audit to interview Company s employees and subconsultants, make photocopies, and inspect any and all records at reasonable times. Insurance Wrap-up Program Page 17 of 24 APPENDIX C-SAMPLE CONTRACT

43 The right to initiate an audit will extend for three years after the completion date of any work order, or three years after the termination of this Contract, whichever occurs later. If as a result of any audit, it is determined that Company has overcharged Authority by more than 3% of the gross direct and reimbursable amount, excluding any lump sum amount, contained in this Contract, Company will pay for the entire cost of the audit and interest on the overcharge amount at the greater of 12% or the Federal Reserve Bank of New York prime rate plus 4% from the date the overcharge occurred Company will include a provision providing Authority the same rights to audit at the subconsultant level in all of its sub-consultant agreements executed to effect the completion of the Study Update. ARTICLE 24 RIGHT TO AMEND In the event that the FAA, or its successors, requires modifications or changes in this Contract as a condition precedent to the granting of funds for the improvement of the Airport, Company agrees to consent to such amendments, modifications, revisions, supplements, or deletions of any of the terms, conditions, or requirements of this Contract as may be reasonably required to obtain such funds; provided, however, that in no event will Company be required, pursuant to this paragraph, to agree to an increase in the charges provided for hereunder Claims and Disputes ARTICLE 25 DISPUTE RESOLUTION A. A claim is a written demand or assertion by one of the parties seeking, as a matter of right, an adjustment or interpretation of this Contract, payment of money, extension of time or other relief with respect to the terms of this Contract. The term claim also includes other matters in question between the Authority and Company arising out of or relating to this Contract. The responsibility to substantiate claims will rest with the party making the claim. B. If for any reason the Company deems that additional cost or Contract time is due to the Company for work not clearly provided for in this Contract, or previously authorized changes in the Work, the Company will notify the Authority in writing of its intention to claim such additional cost or Contract time. The Company will give the Authority the opportunity to keep strict account of actual cost and/or time associated with the claim. The failure to give proper notice as required herein will constitute a waiver of said claim. Insurance Wrap-up Program Page 18 of 24 APPENDIX C-SAMPLE CONTRACT

44 C. Written notice of intention to claim must be made within ten days after the claimant first recognizes the condition giving rise to the claim or before the Work begins on which the Company bases the claim, whichever is earlier. D. When the Work on which the claim for additional cost or Contract time is based has been completed, the Company will, within ten days, submit Company s written claim to the Authority. Such claim by the Company, and the fact that the Authority has kept strict account of the actual cost and/or time associated with the claim, will not in any way be construed as proving or substantiating the validity of the claim. E. Pending final resolution of a claim, unless otherwise agreed in writing, the Company will proceed diligently with performance of this Contract and maintain effective progress to complete the Work within the Contract time(s) set forth in the Contract Documents. F. The making of final payment for this Contract may constitute a waiver of all claims by the Authority except those arising from: 1. Claims, security interests or encumbrances arising out of this Contract and unsettled; 2. Failure of the Work to comply with the requirements of the Contract Documents; 3. Terms of special warranties required by the Contract Documents; 4. Latent defects Resolution of Claims and Disputes A. The Authority will review claims and may (1) request additional information from the Company which will be immediately provided to Authority, or (2) render a decision on all or part of the claim. The Authority will notify the Company in writing of the disposition of the claim within 21 days following the receipt of such claim or receipt of the required additional information. B. If the Authority decides that the work relating to such claim should proceed regardless of the Authority s disposition of such claim, the Authority will issue to the Company a written directive to proceed. The Company will proceed as instructed. C. If any claim is made pursuant to this Contract, the Company will provide, at the Authority s request, all escrowed Project Documents. If the Authority requests to review the escrowed Project Documents and the Company fails Insurance Wrap-up Program Page 19 of 24 APPENDIX C-SAMPLE CONTRACT

45 to timely provide them or has failed to preserve them, no claim by the Company will be honored by the Authority. D. Escrowed Project Documents referred to in this Article may be subject to an independent audit by the Authority. In the event the audit supports the Company s claim, the Authority will pay for the audit. In the event the audit does not support the Company s claim, the Company will pay for the audit. E. Any action initiated by either party associated with a claim or dispute will be brought in the Circuit Court in and for Hillsborough County, Florida. Time is of the essence for this Contract. ARTICLE 26 TIME IS OF THE ESSENCE ARTICLE 27 COMPANY TENANCY The undersigned representative of Company hereby warrants and certifies to Authority that Company is an organization in good standing in its state of registration, that it is authorized to do business in the State of Florida, and that the undersigned officer is authorized and empowered to bind the organization to the terms of this Contract by his or her signature thereto. ARTICLE 28 AMERICANS WITH DISABILITIES ACT Company will comply with the applicable requirements of the Americans with Disabilities Act; the Florida Americans with Disabilities Accessibility Implementation Act; Florida Building Code, Chapter 11, Florida Accessibility Code for Building Construction; and any similar or successor laws, ordinances, rules, standards, codes, guidelines, and regulations and will cooperate with Authority concerning the same subject matter. ARTICLE 29 ATTORNEY S FEES AND COSTS In the event legal action is required by Authority to enforce this Contract, Authority will be entitled to recover costs and attorneys fees, including in-house attorney time (fees) and appellate fees. Insurance Wrap-up Program Page 20 of 24 APPENDIX C-SAMPLE CONTRACT

46 ARTICLE 30 AGENT FOR SERVICE OF PROCESS It is expressly agreed and understood that if Company is not a resident of the State of Florida, or is an association or partnership without a member or partner resident of said State, or is a foreign corporation, then in any such event Company does designate the Secretary of State, State of Florida, as its agent for the purpose of service of process in any court action between it and Authority arising out of or based upon this Contract, and the service will be made as provided by the laws of the State of Florida, for service upon a non-resident. It is further expressly agreed, covenanted, and stipulated that if for any reason service of such process is not possible, and Company does not have a duly noted resident agent for service of process, as an alternative method of service of process, Company may be personally served with such process out of this State, by the registered mailing of such complaint and process to Company at the address set out hereinafter in this Contract and that such service will constitute valid service upon Company as of the date of mailing and Company will have 30 days from date of mailing to respond thereto. It is further expressly understood that Company hereby agrees to the process so served, submits to the jurisdiction of the court, and waives any and all obligation and protest thereto, any laws to the contrary notwithstanding. ARTICLE 31 WAIVERS No waiver by Authority at any time of any of the terms, conditions, covenants, or agreements of this Contract, or noncompliance therewith, will be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant or Contract herein contained, nor of the strict and prompt performance thereof by Company. No delay, failure or omission of Authority to exercise any right, power, privilege or option arising from any default nor subsequent payment of charges then or thereafter accrued, will impair any such right, power, privilege or option, or be construed to be a waiver of any such default or relinquishment thereof or acquiescence therein. No notice by Authority will be required to restore or revive time as being of the essence hereof after waiver by Authority or default in one or more instances. No option, right, power, remedy or privilege of Authority will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options, or remedies given to Authority by this Contract are cumulative and no one of them will be exclusive of the other or exclusive of any remedies provided by law, and that the exercise of one right, power, option or remedy by Authority will not impair its rights to any other right, power, option or remedy. ARTICLE 32 WAIVER OF CLAIMS Company hereby waives any claim against the City of Tampa, Hillsborough County, State Insurance Wrap-up Program Page 21 of 24 APPENDIX C-SAMPLE CONTRACT

47 of Florida and Authority, and its officers, agents, or employees, for loss of anticipated profits caused by any suit or proceedings directly or indirectly attacking the validity of this Contract or any part thereof, or by any judgment or award in any suit or proceeding declaring this Contract null, void, or voidable, or delaying the same, or any part hereof, from being carried out. ARTICLE 33 COMPLETE CONTRACT This Contract represents the complete understanding between the Parties, and any prior agreements or representations, whether written or verbal, are hereby superseded. This Contract may subsequently be amended only by written instrument signed by the Parties hereto, unless provided otherwise within the terms and conditions of this Contract. ARTICLE 34 MISCELLANEOUS Wherever used, the singular will include the plural, the plural the singular, and the use of any gender will include both genders. ARTICLE 35 ORDER OF PRECEDENCE The documents listed below are a part of this Contract and are hereby incorporated by reference. In the event of inconsistency between the documents, unless otherwise provided herein, the terms of the following documents will govern in the following order of precedence: A. Terms and conditions as contained in this Contract; B., Broker Services for Owner-Controlled Insurance Wrapup Program, dated October 24, 2013, and all its addenda; C. Company s response to, Broker Services for Owner- Controlled Insurance Wrap-up Program, and any subsequent information submitted by Company during the evaluation process. Insurance Wrap-up Program Page 22 of 24 APPENDIX C-SAMPLE CONTRACT

48 IN WITNESS WHEREOF, the parties hereto have set their hands and corporate seals on this day of, HILLSBOROUGH COUNTY AVIATION AUTHORITY ATTEST: Victor D. Crist, Assistant Secretary BY: Robert I. Watkins, Chairman Address: PO Box Tampa FL Address: PO Box Tampa FL LEGAL FORM APPROVED: WITNESS: Signature BY: David Scott Knight, Assistant General Counsel Printed Name HILLSBOROUGH COUNTY AVIATION AUTHORITY STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this day of, 2014, by Robert I. Watkins, in the capacity of Chairman of the Board of Directors, and Victor D. Crist, in the capacity of Assistant Secretary of the Board of Directors, HILLSBOROUGH COUNTY AVIATION AUTHORITY, a public body corporate under the laws of the State of Florida, on its behalf. They are personally known to me and they did not take an oath. Stamp or Seal of Notary Signature of Notary Printed Name Date Notary Commission Expires (if not on stamp or seal) Insurance Wrap-up Program Page 23 of 24 APPENDIX C-SAMPLE CONTRACT

49 COMPANY Signed in the Presence of: BY: Signature Witness Title Printed Name Printed Name Printed Address Witness City/State/Zip Printed Name COMPANY STATE OF COUNTY OF The foregoing instrument was acknowledge before me this day of, 2014, by in the capacity of, (Individual s Name) (Individual s Title) at, a corporation, on its behalf (Company Name) (He is / She is) known to me and has produced (Personally / Not Personally) (Form of Identification) Stamp or Seal of Notary Signature of Notary Printed Name Date Notary Commission Expires (if not on stamp or seal) Insurance Wrap-up Program Page 24 of 24 APPENDIX C-SAMPLE CONTRACT

50 Attachment A Scope of Work Scope of Work, as defined in the Solicitation, Section 2.0, Scope of Work, will be included in the Contract as Attachment A. Insurance Wrap-up Program Page 1 of 1 APPENDIX C-SAMPLE CONTRACT ATTACHMENT A-SCOPE OF WORK

51 Attachment B Fees Fees submitted will be included in the Contract as Attachment B. 1 Insurance Wrap-up Program Page 1 of 1 APPENDIX C-SAMPLE CONTRACT ATTACHMENT B-FEES

52 Appendix D Mistakes That Could Cost You! A mistake can cause your bid or proposal to be rejected. Stay in the running for the next contract opportunity by avoiding these common mistakes when responding to a solicitation: 1. Delivering the bid/proposal after the deadline. The solicitation will include the specific date, time, and location that the bid/proposal is due. If a full and complete submission is not received as specified, it will be rejected. 2. The bid/proposal response form is not complete or has been altered. The solicitation will include a bid/proposal response form that is to be fully completed and not altered or substituted. If the bid/proposal response form is altered, substituted, or incomplete, your bid/proposal could be disqualified. 3. Assuming the Authority will not check information provided. The Authority will check the information you provide. If the information is incorrect, your bid/proposal could be disqualified. 4. Failing to provide information asked for in the Minimum Qualifications section of the solicitation. A solicitation may require information above and beyond simply the price. For example, a solicitation may require audited financial statements or narratives relative to prior experience to demonstrate an ability to perform the project. Providing the minimum qualifications information in the form and with the content required by the solicitation is critical to keeping your bid/proposal in consideration. If you do not fully demonstrate that you meet the minimum qualifications, your bid/proposal will be disqualified. 5. Failing to provide information about past experience working with the Authority. Another frequent mistake is assuming that you do not have to provide information about past experience with the Authority. Even if your company has the current contract or has done business with the Authority in the past, you must respond to all questions and provide answers as if the Authority Insurance Wrap-up Program Page 1 of 4 APPENDIX D-MISTAKES THAT COULD COST YOU