Okaloosa County BOCC — October 21, 2014 — TRILLION CONTRACT — reading text

will perform its services in accordance with and comply with all applicable Federal, State and local laws, ordinances, and regulations applicable at the time said services are performed. ARTICLE 10 - SUBCONTRACTING CONSULTANT warrants that it will not subcontract any portion of the services to be performed under this Agreement or any Task Order/Scope of Service(s) without the prior written consent of COUNTY with the exception of pH2 (hereby approved), which consent may be withheld at COUNTY's sole discretion. CONSULTANT warrants that it will bind all approved, subcontractors to the provisions of this Agreement that apply to CONSULTANT. However, neither this Agreement, nor any subcontracts will create any contractual relationship between any subcontractor and COUNTY, nor shall COUNTY have any liability to any subcontractor. The CONSULTANT shall be solely responsible for the satisfactory performance of services subcontracted by the CONSULTANT. The COUNTY reserves the right to inspect all facilities of any subcontractor in order to make a determination as to the capability of the subcontractor to perform properly under this Agreement. If a subcontractor fails to perform or make progress, as required by this Agreement, and it is necessary to replace the subcontractor to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subcontractor by the COUNTY. The CONSULTANT is encouraged to seek minority and women business enterprises for participation in subcontracting opportunities. ARTICLE 11 - FEDERAL AND STATE TAX The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The COUNTY will sign an exemption certificate submitted by the CONSULTANT. The CONSULTANT shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the COUNTY, nor is the CONSULTANT authorized to use the COUNTY's tax exemption number in securing such materials. The CONSULTANT shall be responsible for payment of his/her own FICA and Social Security benefits with respect to this Agreement. ARTICLE 12 - AVAILABILITY OF FUNDS The obligations of the COUNTY under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the State of Florida and the Board of County Commissioners of Okaloosa County. ARTICLE 13 - INSURANCE The CONSULTANT shall not commence any work in connection with this Agreement until he has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management office. All insurance policies shall be with insurers licensed to do business in the State of Florida, and any insuring company is required to have a minimum rating of A, Class X in the Best Key Rating Guide published by AM Best & Co., Inc. The COUNTY shall retain the right to reject all insurance contracts that do not meet the requirements of this Agreement. Further, the COUNTY reserves the right to change these insurance requirements with 60-day notice to the CONSULTANT. The insurance definition of Insured or Additional Insured shall include CONSULTANT, each subcontractor, and any associated or subsidiary companies of the CONSULTANT, which are involved, and which is part of this Agreement. The COUNTY reserves the right at any time to require the CONSULTANT to provide certified copies of any insurance policies to document the insurance coverage specified in this Agreement. The designation of CONSULTANT shall include any associated or subsidiary company which is involved and is a part of the Agreement and such, if any associated or subsidiary company involved in the project or Task Order must be named in the Worker's Compensation coverage. All policies shall be written so that the COUNTY will be notified of cancellation or restrictive amendments at least thirty (30) days prior to the effective date of such cancellation or amendment. Such notice shall be given directly to the COUNTY Representative. All insurance contracts, except the Worker's Compensation and Professional Liability, shall list Okaloosa County as an Additional Insured. CONSULTANT shall provide the COUNTY current certificates of Insurance for all policies at least ten (10) days before commencing work. Worker's Compensation Insurance: The CONSULTANT shall secure and maintain during the life of this Agreement Worker's Compensation insurance for all employees employed including supervision, administration and management personnel. In case any work is sublet with the approval of the COUNTY, the CONSULTANT shall require each of its subcontractors to provide Worker's Compensation insurance to all employees. Evidence of such insurance shall be furnished the COUNTY not less than ten (10) days prior to the commencement of any and all subcontracted work. Such insurance shall comply with the Florida Worker's Compensation Law. Coverage shall include a waiver or subrogation clause in favor of Okaloosa County. Also, this endorsement must be indicated on all Certificates of Insurance. Business Automobile and Commercial Liability Insurance: The CONSULTANT shall maintain Business Automobile Liability insurance coverage throughout the life of this Agreement. The insurance shall include Owned, Non-Owned & Hired motor vehicle coverage. The CONSULTANT shall carry Commercial Liability Insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. This coverage shall also include: a.On and off Premises Operational Liability b.Personal Injury Liability c. Independent Contractor Liability The CONSULTANT shall carry Professional Liability against errors and omissions in the performance of this agreement. All liability insurance (except Professional Liability), shall be written on an occurrence basis and shall not be written on a claim-made basis. If the insurance is issued with an aggregate limit of liability, the aggregate limit of liability shall apply only to the locations included in this Agreement. If, as a result of any claims or other reasons, the available limits of insurance reduce to less than those stated in the LIMITS OF LIABILITY, the CONSULTANT shall notify the County Representative in writing. The CONSULTANT shall purchase additional liability insurance to maintain the requirements established in this Agreement. Umbrella or Excess Liability insurance can be purchased to meet the Limits of Liability specified in this Agreement. Limits of Liability: The insurance required shall be written for not less than the following limits unless law requires higher amounts: COVERAGE LIMIT 1. Worker's Compensation a. State Statutory b. | Employer's Liability $1 million each accident 2. Business Automobile $1 million each occurrence (Combined Single Limit) 3. Commercial Liability $1 million each occurrence (Combined Single Limit) 4. Professional Liability $1 million each occurrence (Combined Single Limit) 5. Personal and Advertising Injury $250,000 Notice of Claims or Litigation: The CONSULTANT agrees to report any incident or claim that results from performance of this Agreement. With ten (10) days of the CONSULTANT'S knowledge, the County Representative shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third party, verbal notification shall be give the same day the CONSULTANT becomes aware of the incident or claim. A detailed written report is to be made within ten (10) days. Indemnification and Hold Harmless: To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless the COUNTY, its officers and employees from liabilities, damages, losses, and cost including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of this Agreement. Certificate of Insurance: All insurance shall include the interest of all entities named in and its respective agents, consultants, servants and employees of each and all other interests as may be reasonably required by Okaloosa County as Additional Insured. The coverage afforded the Additional Insured under this policy shall be primary insurance. If the Additional Insureds have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the company's liability under this policy shall not be reduced by the existence of such other insurance. Certificates of insurance, in duplicate, evidencing all required coverage must be submitted to and approved by Okaloosa County prior to the commencement of any work. The certificate holder(s) shall be as follows: Okaloosa County 602-C North Pearl Street Crestview, Florida 32536 All policies and the Certificates of Insurance shall expressly require 30 days written notice to Okaloosa County at the address set out above, or the cancellations or material alterations of such policies. All certificates shall be subject to Okaloosa County's approval of adequacy of protection and the satisfactory character of the Insurer. The Certificates of Insurance shall disclose any and all deductibles or self-insured retentions (SIRs). Deductibles or SIRs in excess of $10,000 will not be accepted unless specifically approved in writing by Okaloosa County. All deductibles or SIRs, whether approved by Okaloosa County or not, shall be the CONSULTANT's full responsibility. In particular, the CONSULTANT shall afford full coverage as specified herein to entities listed as Additional Insureds. In no way will the entities listed as Additional Insureds be responsible for, pay for, be damaged by, or limited to coverage required by this schedule due to the existence of a deductible or SIR. Specific written approval from Okaloosa County will only be provided upon demonstration that the CONSULTANT has the financial capability and funds necessary to cover the responsibilities incurred as a result of the deductible or SIR. In the event of failure of the CONSULTANT to furnish and maintain said insurance and to furnish satisfactory evidence thereof, Okaloosa County shall have the right (but not the obligation) to take out and maintain insurance on the project. All costs for the coverage will be paid by CONSULTANT upon presentation of a bill. 10 General Terms: Any type of insurance or increase of limits of liability not described above which the CONSULTANT required for its own protection or on account of statute shall be its own responsibility and at its own expense. The carrying of the insurance described shall in no way be interpreted as relieving the CONSULTANT of any responsibility under this Agreement. Should the CONSULTANT engage a subcontractor or sub-subcontractor, the same conditions will apply under this Agreement to each subcontractor and sub-subcontractor. The CONSULTANT hereby waives all rights of subrogation against Okaloosa County and its consultants and other indemnities of the CONSULTANT under all the foregoing policies of insurance. Umbrella Insurance: The CONSULTANT shall have the right to meet the liability insurance requirements with the purchase of an umbrella insurance policy. In all instances, the combination of primary and umbrella liability coverage must equal or exceed the minimum liability insurance limits stated in this Agreement. ARTICLE 14 - SUCCESSORS AND ASSIGNS This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective successors, legal representatives and permitted assigns. Neither the COUNTY nor the CONSULTANT shall assign, sublet, convey or transfer its interest in this Agreement without the prior written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the