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

warranty that the COUNTY’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from the CONSULTANT's opinions, analyses, projections, or estimates. ARTICLE 23: FORCE MAJEURE: The CONSULTANT is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the CONSULTANT. In any such event, the CONSULTANT’s contract price and schedule shall be equitably adjusted. ARTICLE 24: LIMITATION OF LIABILITY The CONSULTANT shall not be held liable for the acts or omissions of the COUNTY’s contractors, subcontractors, vendors or their employees and agents. Last Revised ~ 08/20/2013 32 ARTICLE 25: SHOP DRAWING REVIEW 25.1 25.2 As required per authorized Task Order, the CONSULTANT shall review construction contractor submittals, such as shop drawings, product data, samples and other data, only for the limited purpose of checking for conformance with the design concept and the information expressed in the contract documents. The CONSULTANT’s review shall be conducted with reasonable promptness while allowing sufficient time to permit adequate review. The CONSULTANT shall not be required to review partial submission or those for which submissions of correlated items have not been received, until such time that full submission or correlated items are received. ARTICLE 26: WAIVER The waiver by either party of any breach of any term, covenant, condition or agreement contained herein or any default in the performance of any obligations hereunder shall not be deemed to be a waiver or any other breach or default of the same or of any other term, covenant, condition, agreement or obligation. No waiver of any rights under this Agreement shalt be binding unless it is in writing signed by the party waiving such rights. ARTICLE 27: TITLE TO PLANS AND SPECIFICATIONS Drawings, calculations, specifications, reports, plans, field data, computer software enhancements, CAD files and such other data and information compiled or prepared by the CONSULTANT pursuant to this Agreement which the COUNTY may require CONSULTANT to supply in accordance with the Agreement, shall be and shall remain the property of the COUNTY. Any reuse of the above referenced work product other than for the specific project and intent for which the information was prepared by the CONSULTANT shall be at user’s sole risk and without liability to the CONSULTANT. ARTICLE 28: SEVERABILITY If any provision of this Agreement or any application thereof to any person or circumstances shall, to any extent, be invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. ARTICLE 29: MODIFICATIONS TO AGREEMENT 29.1 The COUNTY reserves the right to make changes in the work, including alterations, reductions therein or additions thereto. Upon receipt by the CONSULTANT of the County's notification of a contemplated change, the CONSULTANT shall (1) if requested by the COUNTY, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) advise the COUNTY in writing if the contemplated change Last Revised — 08/20/2013 33 29.2 29.3 29.4 shall affect the CONSULTANT’s ability to meet the completion dates or schedules established by this Agreement or the original Task Order, and (3) notify the COUNTY of any estimated change in the completion date. If the COUNTY so instructs in writing, the CONSULTANT shall suspend work on that portion of the Work affected by the contemplated change, pending the COUNTY’s decision to proceed with the change. If the COUNTY elects to make the change, the COUNTY shall issue a contract amendment, task order amendment, or change order and the CONSULTANT shall not commence work on any such change until such written amendment or change order has been issued and signed by each of the parties, None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by a written instrument executed by the parties hereto. ARTICLE 30: NOTICES Any and all notices required or authorized to be given pursuant to this Agreement, shall be given in writing and either hand-delivered, sent by facsimile or addressed and sent by certified or registered mail, postage prepaid, and return receipt requested, as follows: If to COUNTY: Okaloosa County Airports Attn: Mr. Sunil Harman 1701 State Road 85 North Eglin Air Force Base, Florida 32542 with copy to: Okaloosa County Purchasing Attn: Contracts Coordinator 602C North Pearl Street Crestview, Florida 32536 If to CONSULTANT: [Name/address] Attention: [Contact] with copy to: [Name/address] Attention: [Contact] ARTICLE 31: FEDERAL AND STATE TAX 314 The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The COUNTY will sign an exemption certificate submitted by the CONSULTANT. The Last Revised ~ 08/20/2013 34 31.2 CONSULTANT shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the COUNTY, nor is the CONSULTANT authorized to use the COUNTY’s tax exemption number in securing such materials. The CONSULTANT shall be responsible for payment of his/her own FICA and Social Security benefits with respect to this Agreement. ARTICLE 32: CONFLICT OF INTEREST 32.1 32.2 32.3 The CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for by applicable law. The CONSULTANT further represents that no person having any interest shall be employed for said performance. The award hereunder is subject to provisions of Chapter 112, Florida Statutes. The CONSULTANT must disclose the name of any officer, director, or agent who is also a public officer or an employee of the Okaloosa Board of County Commissioners, or any of its agencies. Furthermore, the CONSULTANT must disclose the name of any County officer or employee who owns, directly or indirectly, an interest of five percent (5%) or more in the firm or any of its branches. Furthermore, the CONSULTANT, prior to executing this Agreement, must file a statement with the Clerk of Circuit Court of Okaloosa County if he is an officer or an employee of the County, disclosing his or spouses or child’s interest, and the nature of the intended business. This certification form, if applicable, shall be made a part of this Agreement. The CONSULTANT shall promptly notify the COUNTY in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONSULTANT'S judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the COUNTY as to whether the association, interest or circumstance would, in the opinion of the COUNTY, constitute a conflict of interest if entered into by the CONSULTANT. The COUNTY agrees to notify the CONSULTANT of its opinion by certified mail within 30 days of receipt of notification by the CONSULTANT. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the COUNTY shall so state in the notification and the CONSULTANT may, at his/her option, enter into said association, interest or circumstance and it shall be deemed not a conflict of interest with respect to services provided to the COUNTY by the CONSULTANT under the terms of this Agreement. Last Revised — 08/20/2013 35 ARTICLE 33: RETENTION OF RECORDS CONSULTANT shall retain complete and accurate analytical and financial records of all work performed pursuant to this Agreement for a period of two (2) years following completion of services under a Task Order. This record retention period may, upon notice to the CONSULTANT by COUNTY, be automatically extended during the course of any administrative or judicial action involving the COUNTY regarding matters to which the records are relevant. ARTICLE 34; NO THIRD PARTY BENEFICIARY RIGHTS Nothing in this Agreement shall be interpreted or construed to give any rights or benefits to anyone other than the CONSULTANT, and COUNTY. Therefore, there are no third party beneficiaries of this Agreement. ARTICLE 35: PUBLIC ENTITY CRIME INFORMATION A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform works as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. ARTICLE 36: EXEMPTION The engagement of certain professional services, including those required by the Request for Proposal, is exempt from the provisions of the Administrative Procedure Act, Chapter 120, Florida Statutes, as amended, and therefore are not to be subject to the appeal process therein described at any time during the solicitation of selection period. ARTICLE 37: HEADINGS The headings of the sections of this Agreement are for the purpose of convenience only and shall not be deemed to expand or limit the provisions contained in such sections. ARTICLE 38: ENTIRE AGREEMENT This Agreement (consisting of pages 1 through 19, inclusive) together with Exhibit 1: Task Order, Exhibit 2: Compensation and Method of Payment, and each separately authorized Task Order issued hereunder, constitutes the entire and integrated Agreement between the COUNTY and the CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement and said attachments may only be amended, supplemented, modified, or Last Revised ~ 08/20/2013 36 canceled by written instrument signed by an authorized representative of each party to be bound thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the day and year first above written. Accepted by: COUNTY Accepted by: CONSULTANT OKALOOSA COUNTY BOARD OF [NAME] COUNTY COMMISSIONERS By: By: Printed Name: Printed Name: Title: Title: ATTEST: ATTEST: By: By: Printed Name: Printed Name: Title: Title: Last Revised - 08/20/2013 37 EXHIBIT 1: TASK ORDER (SAMPLE) Professional Architectural, Engineering, and Aviation Planning Services Okaloosa County Airports System Task Order No. [Name], a [state] Corporation (hereinafter “CONSULTANT”) agrees to perform and complete the following services (hereinafter “Services”) for the Okaloosa County Board of County Commissioners (hereinafter “COUNTY”, in accordance with the terms and conditions of the Agreement for Professional Architectural, Engineering, and Aviation Planning Services, dated , 20 , all of which terms and conditions are incorporated herein by reference. 1. Task Location: 2. Task Name: 3. Task Description/Scope of Services: 4. Compensation: 5, Schedule: 6. Deliverables: 7. Other Considerations: Accepted by: Accepted by: Okaloosa County Board of [Name]