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

insurance reduce to less than those stated in the LIMITS OF LIABILITY, the CONSULTANT shall notify the County Representative in writing. The CONSULTANT 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. 13.12 Limits of Liability: The insurance required shall be written for not less than the following limits unless law requires higher amounts: COVERAGE LIMIT 1. Worker's Compensation a. State Statutory b. Employer's Liability $1 million each accident 2. Business Automobile $1 million each occurrence (Combined Single Limit) 3. Commercial General Insurance $1 million each occurrence (Combined Single Limit) 4. Professional Liability $1 million each occurrence (Combined Single Limit) 5. Personal and Advertising Injury $250,000 13.13 . Notice of Claims or Litigation: The CONSULTANT agrees to report any incident or claim that results from performance of this Agreement. With ten (10) days of the CONSULTANT'S knowledge, the County Representative shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third party, verbal notification shall be give the same day the CONSULTANT becomes aware of the incident or claim. A detailed written report is to be made within ten (10) days, 13.14 Certificate of Insurance: All insurance shall include the interest of all entities named in and its 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 Last Revised — 08/20/2013 28 13.15 13.16 13.17 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. 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 work, The certificate holder(s) shall be as follows: Okaloosa County Board of County Commissioners 602-C North Pearl Street Crestview, Florida 32536 All policies and the Certificates of Insurance shall expressly require 30 days written notice to Okaloosa County at the address set out above, or the cancellations or material alterations of such policies. All certificates shall be subject to Okaloosa 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 detentions (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 CONSULTANT'S full responsibility. In particular, the CONSULTANT shall afford full Coverage as specified herein to entities listed as Additional Insureds. In no way will the entities listed as Additional Insureds 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 Okaloosa County will only be provided upon demonstration that the CONSULTANT 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 the CONSULTANT to furnish and maintain said insurance and to furnish satisfactory evidence thereof, Okaloosa 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 CONSULTANT upon presentation of a bill. General Terms: Any type of insurance or increase of limits of liability not described above which the CONSULTANT required 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 the CONSULTANT of any responsibility under this contract. Should the CONSULTANT engage a subcontractor or sub-subcontractor, the same conditions will apply under this agreement to each sub contractor and sub-subcontractor. The CONSULTANT hereby waives all rights of subrogation against Okaloosa County and its consultants and other indemnities of the CONSULTANT under all the foregoing policies of insurance, Last Revised — 08/20/2013 29 13.18 Umbrella Insurance: The CONSULTANT 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 14: CONTROLLING LAW/DISPUTE COSTS 14,1 14,2 14.3 14.4 14.5 This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto shall be governed by, interpreted, construed, and enforced in accordance with the laws of the State of Florida. If a dispute arises out of or relates to this contract, or the breach thereof, and if said dispute cannot be settled through direct discussion between the parties, then the parties agree to first endeavor to settle the dispute in an amicable manner by mediation before having recourse to a judicial forum. In the event a dispute shall arise under or about this Agreement, then the prevailing party therein shall be entitled to recover from the non-prevailing party all costs, expenses, and attorney's fees which may be incurred on account of such dispute, whether or not suit or other legal or quasi-legal proceedings may be brought, as well as at every stage of any such proceedings from the time such dispute first arises through trial or other proceedings and all appellate processes. 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 15: INDEPENDENT CONTRACTOR 15.1 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. Last Revised - 08/20/2013 30 15.2 15.3 The CONSULTANT does not have the power or authority to bind the COUNTY in any promise, agreement or representation. 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 16: SUCCESSORS AND ASSIGNS 16.1 16.2 This Agreement shall be binding upon the COUNTY and the CONSULTANT and their respective partners, successors, heirs, assigns, and legal representatives. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the COUNTY and the CONSULTANT, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the COUNTY and the CONSULTANT and not for the benefit of any other party. Neither the COUNTY nor the CONSULTANT shall assign, sublet, or transfer any rights under or interests (including, but without {imitation, monies that may become due or monies that are due) in this Agreement without the written consent of the other. However, nothing contained herein shall prevent or restrict the CONSULTANT from employing independent professional associates or subconsultants as the CONSULTANT may deem appropriate to assist in the performance of services hereunder. ARTICLE 17: SUBCONSULTANTS 17.1 17,2 17.3 For purposes of this agreement, the following firms shall be deemed approved Subconsultants as part of the CONSULTANT design team: ~ [list of approved subconsultants] The CONSULTANT shall have the right, with the COUNTY'S prior written consent, which shall not be unreasonably withheld, to employ other firms to serve as subconsultants to the CONSULTANT in connection with the CONSULTANT's performance of the Basic Services and any Additional Services hereunder. The CONSULTANT agrees, at the COUNTY’s written request (which may be made by the COUNTY with or without cause), promptly to terminate the services of any such subconsultant and promptly replace each such terminated person or firm with a person or firm of comparable experience approved by the COUNTY in writing. ARTICLE 18: PRIVILEGED INFORMATION The CONSULTANT agrees, during the period of this Agreement, not to knowingly divulge, furnish or make available to any third person, firm or organization, without the COUNTY’s prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative Last Revised - 08/20/2013 31 proceedings where such information has been properly subpoenaed, any information concerning the services to be rendered by the CONSULTANT or any subconsultant pursuant to this Agreement. ARTICLE 19: NONDISCRIMINATION The CONSULTANT agrees to comply with all local, state, and Federal laws and ordinances regarding discrimination in employment against any individual on the basis of race, color, religion, sex, national origin, physical or mental impairment, or age. In particular, the CONSULTANT agrees to comply with the provisions of Title 7 of the Civil Rights Act of 1964, as amended, and applicable Executive Orders, including, but not limited to, Executive Order No. 11246. ARTICLE 20: 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 any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. ARTICLE 21: WARRANTY The CONSULTANT warrants that its Services under this Agreement shall be performed in a thorough, efficient and workmanlike manner, promptly and with due diligence and care, and in accordance with the practice of the profession. ARTICLE 22: ESTIMATES OF PROBABLE COSTS If and as requested in an authorized Task Order, the CONSULTANT shall provide opinions of cost, financial analyses, economic feasibility projections, and schedules for Services to the best of its ability based on historical observations of the cost or price of labor and materials in comparable projects. The CONSULTANT makes no