Okaloosa County BOCC — October 15, 2013 — Request for Approval to Adv RFP General Eng Services_Internal Coor Sheet_RFP — reading text

sent to the Finance Department for payment. The invoice must reference the Task Order number, County contract number, and the current purchase order number (if any), and must specify the time period the invoice covers. Payment shall be made to the CONSULTANT within thirty (30) days following the COUNTY'S receipt of invoice, Interest Charges: Not Used. In order for both parties herein to close their records, the CONSULTANT shall clearly state “Final Invoice” on the CONSULTANT'S final/last invoice to the COUNTY. This shall indicate that contracted services have been performed and all charges and costs have been invoiced to the COUNTY. This invoice shall close this Task Order to future billings and future charges shall be waived by CONSULTANT, CONSULTANT shall deliver to the CLIENT for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials required by the respective Task Order. Last Revised ~ 08/20/2013 23 7.6 7.7 COUNTY shall give timely notice of sums which it may reasonably dispute or contest. In the event of a disputed billing, only the disputed portion shall be withheld from payment, and the COUNTY shall pay the undisputed portion. The COUNTY shall exercise reasonableness in disputing any bill or portion thereof, No interest shall accrue on any disputed portion of the billing until mutually resolved. If the COUNTY fails to make payment in full within 30 days of the date due for any undisputed billing, the CONSULTANT may, after giving 7 days’ written notice to the COUNTY, suspend Services under this Agreement until paid in full. In the event of suspension of services, the CONSULTANT shall have no liability to the COUNTY for delays or damages caused by the COUNTY because of such suspension, ARTICLE 8: AUTHORIZED REPRESENTATIVE 8.1 8.2 8.3 Services of the CONSULTANT shall be under the general direction of the COUNTY Department Director initiating the work or his or her designee, as indicated on each authorized Task Order, who shall act as the County's representative during the performance of this Agreement, All matters and correspondence pertaining to the Services, including submittal of monthly invoices, shall be through the COUNTY’s Authorized Representative. The COUNTY's Authorized Representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT’s Services. The CONSULTANT’s Authorized Representative and business address for Services under this Agreement is designated as follows: [Contact information] The CONSULTANT’s Authorized Representative shall act on behalf of the CONSULTANT on all matters pertaining to the Services under this Agreement. All matters and correspondence to the CONSULTANT pertaining to the Services under this Agreement shall be addressed to the CONSULTANT’s Authorized Representative. Such person shall have complete authority to receive instructions and information from COUNTY and interpret and define CONSULTANT'S policies, specifications, and reports. The CONSULTANT’s Authorized Representative shall not be changed without the prior written notice to and agreement of the COUNTY. Last Revised ~ 08/20/2013 24 ARTICLE 9: TERMINATION AND DELAYS 9.1 9.2 9.3 This Agreement may be terminated by either party at any time with or without cause upon giving fourteen (14) calendar days prior written notice. IF this Agreement is so terminated, the COUNTY shall within 30 days of termination pay the CONSULTANT for Services satisfactorily completed up to the date of termination. After receipt of a termination notice and except as otherwise directed by the COUNTY, the CONSULTANT shall stop work on the date and to the extent specified; terminate and settle all orders and subcontracts relating to the performance of the terminated work; transfer all work in process, completed work, and other material related to the terminated work to the COUNTY; and continue and complete all parts of the work that have not been terminated. The COUNTY may order the CONSULTANT to suspend, delay, or interrupt ail or any part of the CONSULTANT's services under any Task Order for such period of time as COUNTY may determine to be appropriate for the convenience of the COUNTY. In the event of such suspension, delay, or interruption, the COUNTY shalt pay the CONSULTANT for the work satisfactorily completed up to the date of suspension and the Task Order will be modified in writing accordingly. In the event delays to the Task Order/Scope of Services work are encountered for any reason, the parties agree to undertake reasonable steps to mitigate the effect of such delays. The CONSULTANT shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the CONSULTANT'S control and without its fault or negligence. If the failure to perform is caused by the failure of the CONSULTANT'S subcontractor(s) and is without the fault or negligence of either of them, the CONSULTANT shall not be deemed to be in default. Upon the CONSULTANT'S request, the COUNTY shall consider the facts and extent of any failure to perform the work and, if the CONSULTANT'S failure to perform was without its fault or negligence, any affected provision of this Agreement shall be revised accordingly; subject to the COUNTY'S right to change, terminate, or stop any or all of the work at any time. ARTICLE 10: CONSULTANT'S ACCOUNTING RECORDS 10.1 Records of Reimbursable Expenses and expenses pertaining to Services performed on the basis of a Multiple or Direct Labor Costs, Not-To-Exceed (NTE) fee, or Direct Personnel Expense shall be kept on the basis of generally accepted accounting principals and shall be available to the COUNTY or the COUNTY's representative at mutually convenient times. ARTICLE 11: USE OF ELECTRONIC DELIVERABLES i. When transferring electronic deliverables, the CONSULTANT makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the CONSULTANT at the beginning of Services provided under this Agreement. Last Revised ~ 08/20/2013 25 11.2 Hard copies issued to the COUNTY by the CONSULTANT and the information contained within the hard copies shall constitute the formal deliverables under this Agreement. Computer-generated electronic drawing files furnished by the CONSULTANT are for the COUNTY’s convenience and any conclusions or information derived or obtained from these files will be at user’s sole risk. ARTICLE 12: INDEMNIFICATION 12.1 12.2 12.3 The CONSULTANT shall defend, indemnify, and hold the COUNTY and its respective agents, representatives, and employees harmless from suits, actions, claims, demands, judgements, and liabilities (including property damage and bodily injury or death) to the extent resulting from negligent acts, errors, or omissions of the CONSULTANT, its agents or employees, arising from or relating to this Agreement. The COUNTY shall defend, indemnify, and hold the CONSULTANT and its respective directors, officers, agents, representatives, and employees harmless from suits, actions, claims, demands, judgements, and liabilities (including property damage and bodily injury or death) to the extent resulting from negligent acts or omissions of the COUNTY, its agents or employees, arising from or relating to this Agreement. Tn the event any claims, damage, losses, and expenses are caused by negligence of both the CONSULTANT and the COUNTY (or anyone for whose acts both of them may be liable), each party will bear its proportional share of the claims, damages, losses, and expenses based upon the parties’ relative degree of fault. ARTICLE 13: INSURANCE 13.1 13.2 13.3 13.4 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 Officer. 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 Subcontractor, Sub- subcontractor, and any associated or subsidiary companies of the CONSULTANT, which are involved, and which is part of this contract, Last Revised ~ 08/20/2013 26 13.5 13.6 13.7 13.8 13.9 13.10 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 contract and such, if any associated or subsidiary company involved in the project 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, shatl 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 the Subcontractor 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 Public 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 Public Liability insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures, In addition to the required coverage above, Public Liability coverage shall include the following: a) On and Off Premises Operation Liability b) Personal Injury Liability Insurance c) Independent Contractor Liability Last Revised — 08/20/2013 27 d) Completed Operations and Products Liability The CONSULTANT shall agree to maintain in force Commercial General Liability Tnsurance including Completed Operations and Products Liability coverage for at least two years following acceptance of the project by the COUNTY. 13.11 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