Okaloosa County BOCC — July 21, 2015 — Attachment A 070915 — reading text

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 and 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 the negligence, recklessness, or intentional wrongful conduct of the Contractor and other persons employed or utilized by the Contractor in the performance of this contract. 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 602‐C North Pearl Street 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 36 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, Processing and 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. FORCE MAJEURE Inability to Perform Except for any payment obligation by either party, if the County or Contractor is unable to perform, or is delayed in its performance of any of its obligations under this Agreement by reason of any event of force majeure, such inability or delay shall be excused at any time during which compliance therewith is prevented by such event and during such period thereafter as may be reasonably necessary for the County or Contractor to correct the adverse effect of such event of force majeure. Events of Force Majeure An event of “force majeure” shall mean the following events or circumstances to the extent that they delay the County or Contractor from performing any of its obligations (other than payment obligation) under this Agreement: Strikes and work stoppages unless caused by a negligent act or omission of Contractor or its agents or assignments; Acts of god, tornados, hurricanes, floods, sinkholes, fires and explosions (except those caused by negligence of Contractor, its agents, and assignments), landslides, earthquakes, epidemics, quarantines, pestilence, and extremely abnormal and excessively inclement weather; Acts of public enemy acts of war, terrorism, effects of nuclear radiation, blockades, insurrection, riots, civil disturbances, or national or international calamities; and, Suspension, termination or interruption of utilities necessary to the operation of the duties under this Agreement. Economic hardship of Contractor shall not be considered an event of force majeure. Written Notification In order to be entitled to the benefit of this Article, a party claiming an event of force majeure shall be required to give prompt written notice to the other party specifying in detail the event of force majeure and shall further be required to diligently proceed to correct the adverse effect of any force majeure. The parties agree that, as to this paragraph, time is of the essence. Page 37 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, Processing and Disposal Agreement Attachment A: Draft Agreement ARTICLE 16. OTHER TERMS AND CONDITIONS Waiver Unless otherwise specifically provided by this Agreement, no delay or failure to exercise a right resulting from any breach of this Agreement shall impair such right or shall be construed to be a waiver thereof, but such right may be exercised from time to time as often as may be deemed expedient. Any waiver shall be in writing and signed by the party granting such waiver. In any representation, warrant or covenant by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach under this Agreement. Assignment No assignment of this Agreement or any right occurring hereunder shall be made in whole or in part by Contractor without the express written consent of the County; in the event of any assignment, assignee shall assume the liability of Contractor. 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. Independent Contractor It is understood and agreed that nothing herein contained is intended or should be construed as in any way establishing the relationship of co‐partners between the parties hereto, or as constituting Contractor as the agent, representative or employee of the County for any purpose whatsoever. Contractor is to be and shall remain an independent contractor with respect to all services performed under this Agreement. Contractor shall be solely responsible for the acts and omissions of its officers, agents, employees, permitted contractors and permitted subcontractors. Compliance with Federal, State, and Local Law Contractor shall comply with all applicable Federal, State, and County laws relating to wages, hours, and all other Applicable Law relating to the employment or protection of employees, now or hereafter in effect. Contractor is required and hereby agrees by execution of this Agreement to pay all employees not less than the Federal minimum wage and to abide by other requirements as established by the Congress of the United States in the Fair Labor Standard Act as amended and changed from time to time. Law to Govern, Venue, Jurisdiction This Agreement shall be governed by the laws of the State of Florida. The parties acknowledge that a substantial portion of negotiations, anticipated performance and execution of this Agreement occurred or shall occur in Okaloosa County, Florida, and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally agrees that any suit, action or legal proceeding arising out of or relating to this Agreement shall be brought in the Circuit Court of the First Judicial Circuit, in and for Okaloosa County, Florida. 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 force and effect. Any revocation of Contractor’s licenses or permits shall be reported to the County within three (3) Days of such revocation. Page 38 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, Processing and Disposal Agreement Attachment A: Draft Agreement