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

COUNTY which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the COUNTY and the CONSULTANT. I ARTICLE 15 - INDEPENDENT CONSULTANT RELATIONSHIP The CONSULTANT is, and shall be, in the performance of all work, services and activities under this Agreement, is an independent contractor and is not an employee, agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the CONSULTANT'S sole direction, supervision and control. The CONSULTANT shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the CONSULTANT's relationship and the relationship of its employees to the COUNTY shall be that of an independent contractor and not as employees or agents of the COUNTY. The CONSULTANT shall be solely responsible for withholding of all taxes, social security and insurance payments for its employees or agents. The CONSULTANT does not have the power or authority to bind the COUNTY in any promise, agreement or representation. ARTICLE 16 - INTERPRETATION This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement shall be held in Okaloosa County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. ARTICLE 17 - UNIFORM COMMERCIAL CODE The Uniform Commercial Code as may be in effect from time to time in Florida shall prevail as the basis for determining the rights and obligations of the CONSULTANT and the COUNTY hereunder. ARTICLE 18 - CONFLICT OF INTEREST The CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for by applicable law. The CONSULTANT further represents that no person having any interest shall be employed for said performance. The award under this Agreement to County's Request of Statements of Qualifications ("RFQ") is subject to provisions of Chapter 112, Florida Statutes. All respondents to 12 COUNTY'S RFQ were required to disclose with their submission the name of any officer, director, or agent who is also a public officer or an employee of the Okaloosa Board of County Commissioners, or any of its agencies. Furthermore, all respondents had to disclose the name of any County officer or employee who owns, directly or indirectly, an interest of five percent (5%) or more in the firm or any of its branches. Furthermore, the official, prior to or at the time of its submission, must file a statement with the Clerk of Circuit Court of Okaloosa County if he is an officer or an employee of the County, disclosing his or spouses or child's interest and the nature of the intended business. This certification form is attached and made a part of this Agreement. The CONSULTANT shall promptly notify the COUNTY in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONSULTANT'S judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the COUNTY as to whether the association, interest or circumstance would, in the opinion of the COUNTY, constitute a conflict of interest if entered into by the CONSULTANT. The COUNTY agrees to notify the CONSULTANT of its opinion by certified mail within 30 days of receipt of notification by the CONSULTANT. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the COUNTY shall so state in the notification and the CONSULTANT may, at his/her option, enter into said association, interest or circumstance and it shall be deemed not a conflict of interest with respect to services provided to the COUNTY by the CONSULTANT under the terms of this Agreement. ARTICLE 19 - ARREARS The CONSULTANT shall not pledge the COUNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. ARTICLE 20 - NOTICES Written notices may be delivered in person or by certified mail, or by facsimile, or by courier. All notices shall be effective upon the date of receipt by the party. Notices shall be delivered or sent to the designated representative of the other party at the address given on the last page of this Agreement or as otherwise set forth in this Agreement. An address may only be changed by written notice. 13 ARTICLE 21 - CONTINGENT FEES The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the CONSULTANT, a commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. ARTICLE 22 - NONDISCRIMINATION The CONSULTANT warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, physical handicap, sex, age, national origin or other status protected by law. ARTICLE 23 - ENTIRE AGREEMENT This Agreement, including any Task Orders/Scope of Services, Schedules, Attachments and Exhibits is the entire Agreement between COUNTY and the CONSULTANT. Any prior or contemporaneous agreements, promises, negotiations or representations not expressly stated herein are of no force and effect. Any changes to this Agreement shall be in writing and signed by COUNTY and CONSULTANT. In the event of a conflict between the terms of the above documents and the terms of this Agreement, the terms of this Agreement shall prevail. ARTICLE 24 - AMENDMENT None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by a written instrument executed by the parties hereto. ARTICLE 25 - ENFORCEMENT COSTS If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such parties may be entitled. 14 ARTICLE 26 - AUTHORITY TO PRACTICE The CONSULTANT hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. ARTICLE 27 - WAIVERS AND SEVERABILITY A waiver or breach of any term, condition, or covenant by a party shall not constitute a waiver or breach of any other term, condition or covenant. If any court of competent jurisdiction declares a provision of this Agreement invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Limitations of liability, indemnities, and other express representations shall survive termination of this Agreement for any cause. ARTICLE 28 - CONSULTANT'S REPRESENTATIVE CONSULTANT shall designate in writing a person to act as CONSULTANT's representative with respect to the services to be rendered under this Agreement and each Task Order/Scope of Services. Such person shall have complete authority to receive instructions and information from COUNTY and interpret and define CONSULTANT's policies, specifications, and reports. ARTICLE 29 - RETENTION OF RECORDS CONSULTANT shall retain complete and accurate analytical and financial records of all work performed pursuant to this Agreement for the longer of (1) the period of two years following completion of services under a Task Order; or (2) the minimum period specified in the Contract between COUNTY. This record retention period may, upon notice to the CONSULTANT by COUNTY, be automatically extended during the course of any administrative or judicial action involving the COUNTY regarding matters to which the records are relevant. ARTICLE 30 - NO THIRD PARTY BENEFICIARY RIGHTS Nothing in this Agreement shall be interpreted or construed to give any rights or benefits to anyone other than the CONSULTANT, and COUNTY. Therefore, there are no third party beneficiaries of this Agreement. ARTICLE 31 - PUBLIC ENTITY CRIME INFORMATION 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 bid on a contract to provide any 15 goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform works 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 Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. ARTICLE 32 - EXEMPTION The engagement of certain professional services, including those required by the Request for Statements of Qualifications under which this Agreement was awarded, is exempt from the provisions of the Administrative Procedure Act, Chapter 120, Florida Statutes, as amended, and therefore are not to be subject to the appeal process therein described at any time during the solicitation of selection period. ARTICLE 33 - REPRESENTATIVES The authorized representative of the COUNTY, unless otherwise stated in the Task Order, shall be: Sunil Harman, A.A.E., IAP Airports Director Okaloosa County Airports 1701 State Road 85 N Eglin AFB, FL 32542 Telephone: 850.651.7160 E-Mail: sharman@co.okaloosa.fl.us The authorized representative for CONSULTANT shall be: _ Jeffrey Schulthess _ Trillion Av, LLC _4301 W. William Cannon Dr. _ Austin, Texas 78749 Telephone: (512)940-6536_ E-Mail: jschulthess@trillionav.com This Agreement is a valid and authorized undertaking of COUNTY and CONSULTANT. The representatives of COUNTY and CONSULTANT who have signed below have been authorized to do so. 16 IN WITNESS WHEREOF, the Board of County Commissioners of Okaloosa County, Florida has made and executed this Agreement on behalf of the COUNTY and CONSULTANT has hereunto set his/her hand as of the day and year first above written. ATTEST: OKALOOSA COUNTY BOARD OF DON HOWARD, CLERK COUNTY COMMISSIONERS BY: BY: Gary Stanford, Deputy Clerk Charles K. Windes, Jr.Chairman WITNESS: CONSULTANT: Trillion Av, LLC SIGNAFURE? ie) COMPANY NAME Daniel Benzon felly Benra_ NAME (TYPE OR PRINT) NAME (TYPE OR PRINT) President TITLE We B SIGNATURE C2 10/49 [ 2014 DATE EXHIBIT A AGREEMENT FOR MANAGEMENT CONSULTING SERVICES