Okaloosa County BOCC — September 3, 2013 — Signed SHIP Administration Agreement 2013 — reading text

shall the termination cause the total amount paid to Subrecipient to exceed the estimated cost set forth in Paragraph A of Article III above. B. Within 60 days of the effective date of telmination, Subrecipient shall submit to the County a [mal repOli, to include a final financial repOli and [mal invoice. ARTICLE IX. CHANGES The County, within the general scope of this Agreement, may, at any time, by written notice to Subrecipient, issue additional instructions, require additional services or direct the omission of services covered by this Agreement. ARTICLE X. INDEMNIFICATION Subrecipient agrees to defend, indemnify and hold the County, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fees) or claims for injury or damages arising out of the performance of this Agreement but only Agreement for SHIP Program Administration Services 2013-2016 LHAP Page 5 of 10 in proportion to and to the extent such liability, loss, expense, attorneys' fees or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the Subrecipient, its officers, agents or employees. ARTICLE XI. INSURANCE REQUIREMENTS A. The Subrecipient shall not commence any work in connection with this Agreement until he/she has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management Officer. B. 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 A.M. Best & Co., Inc. C. The County shall retain the right to reject all insurance Agreements that do not meet the requirement of this Agreement. Further, the County reserves the right to change these insurance requirements with 60-day notice to the Subrecipient. D. The insurance definition of insured or Additional Insured shall include Subrecipient, Sub- contractors, and any association or subsidiary companies of the Subrecipient, which are involved, and which is a part of the Agreement. E. The County reserves the right at any time to require the Subrecipient to provide celiified copies of any insurance policies to document the insurance coverage specified in this Agreement. F. The designation of Subrecipient shall include any associated or subsidiary company involved in the project, must be named in the Worker's Compensation coverage. G. All policies shall be written so that the County will be notified of cancellation or restrictive amendments at least (30) days prior to the effective date of such cancellation or amendment. Such notice shall be given directly to the Okaloosa County Risk Management Officer. H. All insurance Agreements except the Worker's Compensation shall list Okaloosa County as an Additional Insured. Subrecipient shall provide the County current Celiificates of Insurance for all policies at least ten days before commencing work. 1. Workers' Compensation Insurance: 1. The Subrecipient shall secure and maintain during the life of this agreement Workers' Compensation insurance for all employees employed including superVlSlon, administration and management personnel. In case any work is sublet to a contractor with the approval of the County, the Subrecipient shall require the contractor to provide Workers' Compensation insurance for all employees. Evidence of such insurance shall Agreement for SHIP Program Administration Services 2013-2016 LHAP Page 6 of10  be furnished the County not less than ten (10) days prior to the commencement of any and all work. 2. Such insurance shall comply with the Florida Workers' Compensation Law. 3. Coverage shall include a waiver or subrogation clause in favor of Okaloosa County. Also, this endorsement must be indicated on all Certificates of Insurance. J. Business Automobile and Public Liability Insurance: 1. The Subrecipient shall maintain Business Automobile Liability insurance coverage throughout the life of this Agreement. The insurance shall include Owned, Non-Owned, & Hired motor vehicle coverage. 2. The Subrecipient shall catTy other Public Liability insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. 3. In addition to the required coverage in B. above, Public Liability coverage shall include the following: a. On and Off Premises Operational Liability b. Personal Injury Liability Insurance c. Independent Subrecipient Liability d. Completed Operations and Products Liability e. Pollution Liability 4. All liability insurance 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 the result of any claims or other reasons, the available limits of insurance reduce to less than those stated in the LIMITS OF LIABILITY, the Subrecipient shall notify the County Risk Manager in writing. The Subrecipient 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. K. Limits of Liability: The insurance required shall be written for not less than the following limits unless law requires higher amounts: COVERAGE LIMIT 1. Workers' Compensation a. State Statutory b. Employers Liability $1 million each accident Agreement for SHIP Program Administration Services 2013-2016 LHAP Page 7 of10  2. Business Automobile $1 million each occurrence (Combined Single Limit) 3. Commercial General Insurance $1 million each occurrence (Combined Single Limit) 4. Personal and Adveliising Injury $250,000 L. Notice of Claims or Litigation: The Subrecipient agrees to report any incident and or claim that results from performance of this Agreement. Within ten (10) days of the Subrecipient's knowledge, the County Risk Manager shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third pmiy, verbal notification shall be given the same day the Subrecipient becomes aware of the incident or claim. A detailed written report is to be made within ten (10) days. M. Certificate of Insurance: 1. All insurance shall include the interest of all entities named and the 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 Insureds 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. 2. Certificates of insurance, in duplicate, indicating the Agreement and evidencing all required coverage must be submitted to and approved by Okaloosa County prior to commencement of any work. The certificate holder(s) shall be as follows: Okaloosa County 602-C North Pearl Street Crestview, Florida 32536 All policies shall expressly require 30 days written notice to Okaloosa County at the address set out above, or the cancellations of material alterations of such policies, and the Certificates of Insurance, shall so provide. The certificate, if on a Standard Accord, shall not include language such as "if any" or but failure to mail such notice shall impose on obligation or liability of any kind upon the County, its agents or representatives. ARTICLE XII. DISPUTES Agreement for SHIP Program Administration Services 2013-2016 LHAP Page 8 of 10 Any dispute arising under this Agreement which is not settled by Agreement of the parties may be settled by mediation, arbitration, or other appropriate legal proceedings. Pending any decision, appeal or judgment in such proceedings or the settlement of any dispute arising under this Agreement, Subrecipient shall proceed diligently with the performance of this Agreement in accordance with the decision of the County. This Agreement shall be construed under the laws of the State of Florida, and venue for any actions arising out of this Agreement shall be in the Circuit Court of Okaloosa County. ARTICLE XIII. INDEPENDENT CONTRACTORS Subrecipient and its employees, consultants, agents or independent contractors will perform all services under this agreement as independent contractors. Nothing in this agreement will be deemed to create an employer-employee or principal-agent relationship between the County and Subrecipient's employees, consultants, agents or independent contractors. Subrecipient and its employees, consultants, agents and lower tier contractors will not, by virtue of any services provided under this agreement, be entitled to participate, as an employee or otherwise, in or under any employee benefit plan of the County or any other employment right or benefit available to or enjoyed by employees of the County. ARTICLE XIV. GENERAL PROVISIONS AND CERTIFICATIONS Agreement is a sub award under a State grant, Subrecipient celtifies that: 1. It is presently not debarred, suspended, proposed for debarment, declared ineligible nor voluntarily excluded from covered transactions by any federal depmtment or agency. 2. It is in compliance with Florida Statutes, Sections 215.422,216.347,216.3475,287.058, and 287.133; 3. It is in compliance with Rule 60A-1.017, Florida Administrative Code. 4. It is in compliance with the State of Florida Executive Order # 11-116 - E-Verify Compliance for Contractors and Subcontractors. ARTICLE XV. USE OF SHIP FUNDS WITH OTHER FUNDS If during the term of this Agreement, SHIP funds are used with other governmental funds for the Project, and both have restrictions on the same issue, then the funding source with the more restrictive regulations shall take precedence. ARTICLE XVI INTEGRATION This Agreement, including all attachments and exhibits, states the entire Agreement between the pmties in respect to the subject matter of the Agreement and supersedes any previous written or Agreement for SHIP Program Administration Services 2013-2016 LHAP Page 9 oflO oral representations, statements, negotiations, or agreements. This Agreement may be modified only by written agreement executed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. FOR Okaloosa