Okaloosa County BOCC — April 5, 2016 — 2016 Solid Waste Procurement - FINAL — reading text

to meet the Limits of Liability specified in this Agreement. Commercial General Liability coverage shall be endorsed to include the following:  Premises – Operations Liability;  Occurrence Bodily Injury and Property Damage Liability;  Independent Contractor’s Liability; and,  Completed Operations and Products Liability. Contractor shall agree to keep in continuous force Commercial General Liability coverage including Completed Operations and Products Liability for two (2) years beyond the termination or expiration of this Agreement. Limits of Liability The insurance required shall be written for not less than the following, or greater if required by law and shall include Employer’s liability with limits as prescribed in this Agreement: LIMIT A. Worker’s Compensation (1) State Statutory (2) Employer’s Liability $1,000,000 each accident B. Business Automobile $1,000,000 each occurrence Page 33 Note: Final Agreement terms and conditions will be modified based upon the residential service level selected by the Board and final negotiations with the Successful Proposer upon Board approval. Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement Attachment A: Draft Agreement C. Commercial General Liability Insurance $1,000,000 each occurrence D. Personal and Advertising Injury $250,000 E. Pollution Liability $10,000,000 each occurrence Notice of Claims and Litigation Contractor agrees to report to the County any incident or claim that results from performance of this Agreement. The Contract Manager shall receive written notice in the form of a detailed written report describing the incident or claim within ten (10) Days of the Contractor’s knowledge. In the event such incident or claim involves injury and/or property damage to a third party, verbal notification shall be given the same day the Contractor becomes aware of the incident or claim followed by a written detailed report within ten (10) Days of verbal notification. Indemnification and Hold Harmless To the fullest extent permitted by law, Contractor shall indemnify hold harmless the County, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by negligence, recklessness, or intentional, wrongful conduct of the Contractor and other persons employed or utilized by the Contractor in the performance of this Agreement. If the County is required to take any action to enforce this Agreement, or defend or bring suit in accordance with any terms, conditions or actions that are a result of this Agreement, Contractor shall be responsible for all costs including reasonable attorney’s fees. Nothing in this Agreement shall waive the County’s rights and immunities pursuant to 768.28, Florida Statutes, or any like Statute. Certificates of Insurance Certificates of Insurance, in duplicate, indicating the job site and evidencing all required coverage must be submitted to and approved by Okaloosa County prior to the commencement of any of the work. The certificate holder(s) shall be as follows: Okaloosa County 5479‐A Old Bethel Road Crestview, Florida 32536 All policies shall expressly require thirty (30) Days written notice to the County at the address set out above, for the cancellation or material alterations of such policies, and the Certificates of Insurance, shall so provide. All certificates shall be subject to the 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 Contractor’s full responsibility. In particular, the Contractor shall afford full coverage as specified herein to entities listed as Additional Insured. In no way will the entities listed as Additional Insured 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 the County will only be provided upon demonstration that Contractor 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 Contractor to furnish and maintain said insurance and to furnish satisfactory evidence thereof, the 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 Contractor upon presentation of a bill. Page 34 Note: Final Agreement terms and conditions will be modified based upon the residential service level selected by the Board and final negotiations with the Successful Proposer upon Board approval. Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement Attachment A: Draft Agreement General Terms Any type of insurance or increase of limits of liability not described above which Contractor requires 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 Contractor of any responsibility under this Agreement. Should Contractor engage a Subcontractor or Sub‐subcontractor, the same conditions will apply under this Agreement to each subcontractor and sub‐subcontractor. Contractor hereby waives all rights of subrogation against the County and its consultants and other indemnities of Contractor under all the foregoing policies of insurance. The requirement to list the County as additional insured shall be limited to the extent of Contractor’s indemnity obligation. Umbrella Insurance Contractor 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 15. OTHER TERMS AND CONDITIONS Uncontrollable Circumstances A party to this Contract shall not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of uncontrollable circumstances, as defined in Art. 1 of this Agreement. However, if the uncontrollable circumstances occur, the affected party shall, as soon as practicable: Notify the other party of the Uncontrollable Circumstances and its impact on performance under this Agreement; and Use reasonable efforts to resolve any issues resulting from the Uncontrollable Circumstances and perform its obligations under this Agreement. Compliance with Laws, Governing Law, and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and the parties stipulate that venue shall exclusively be in Okaloosa County, Florida. Contractor shall comply with all rules and regulations, Federal, State, and Local laws to include all codes and ordinances, which are now, or may from time to time, be promulgated by the County concerning the Solid Waste and Recyclables collection for the County. Modifications Any modifications to this Agreement must be in writing and executed by both parties. Severability If any term or condition of this Agreement shall be deemed, by a court having appropriate jurisdiction, invalid or unenforceable, the remainder of the terms and conditions of this Agreement shall remain in full force and effect. This Agreement shall not be more strictly construed against either party hereto by reason of the fact that one party may have drafted or prepared any or all the terms and provisions hereof. Independent Collector Contractor enters into this Agreement as, and shall continue to be, an independent contractor. All services shall be performed only by Contractor and Contractor’s employees. Under no circumstances shall Page 35 Note: Final Agreement terms and conditions will be modified based upon the residential service level selected by the Board and final negotiations with the Successful Proposer upon Board approval. Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement Attachment A: Draft Agreement Contractor or any of Contractor’s employees look to the County as his/her employer, or as partner, agent or principal. Neither Contractor, not any of Contractor’s employees, shall be entitled to any benefits accorded to the County’s employees, including without limitation worker’s compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, at Contractor’s expense, and in Contractor’s name, unemployment, disability, worker’s compensation and other insurance as well as licenses and permits usual and necessary for conducting the services to be provided under this Contract. Subcontractors This Agreement, in whole or in part, may not be subcontracted by Contractor without the written consent of the County, provided that such consent shall not be unreasonably withheld. Contractor agrees that any Subcontractor employed by Contractor shall be required to comply with the terms and conditions of this Agreement and Contractor shall be responsible for ensuring said compliance. Changes to approved Subcontractors require written consent of the County. Permits and Licenses Contractor shall obtain, at its own expense, all permits and licenses required by law or ordinance and maintain the same in full