Okaloosa County BOCC — August 18, 2015 — Maruti-Executed Contract — reading text

CERTIFICATE Execution of this Contract by the CONTRACTOR shall also constitute the execution of a truth-in-negotiation certificate certifying that the wage rates , over-head charges , and other costs used to determine the compensation provided for in this Contract are accurate, complete, and current as of the date of the Contract and no higher than those charged the CONTRACTOR's most favored customer for the same or substantially similar service. The said rates and costs shall be adjusted to exclude any significant sums should the COUNTY determine that the rates and costs were increased due to inaccurate, incomplete , or noncurrent wage rates or due to inaccurate representation(s) of fees paid to outside contractors. ARTICLE 8 - TERMINATION A. Termination for Convenience of the COUNTY: 1. The COUNTY may terminate this contract, in whole or in part, at any time by providing thirty (30) days written notice to the CONTRACTOR . The COUNTY shall terminate by delivering to the CONTRACTOR a Notice of Termination specifying the extent of termination and the effective date. The CONTRACTOR shall be paid its costs, including contract close-out costs , and profit on work performed up to the time date of termination. However, CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from the termination. The CONTRACTOR shall promptly, but no later than six (6) months from the date of termination , submit its termination claim to the COUNTY. If the CONTRACTOR has any property in its possession belonging to the COUNTY, the CONTRACTOR account for the same , return to COUNTY or dispose of it in the manner the COUNTY directs. 2. After receipt of a Notice of Termination , and except as directed by the COUNTY, the CONTRACTOR shall immediately proceed with the following obligations , regardless of any delay in determining or adjusting any amounts due under this clause: (a) Stop work as specified in the notice. (b) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials , services , or facilities , except as necessary to complete the continued portion of the Contract. Page 9 of 45 (c) With approval or ratification to the extent required by the COUNTY, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts. The COUNTY's approval or ratification will be final for purposes of this clause. (d) Complete performance of the work not terminated. (e) Take any action that may be necessary, or that the COUNTY may direct, for the protection and preservation of the property related to this Contract that is in the possession of the CONTRACTOR and in which the COUNTY has or may acquire an interest. (f) After termination, the CONTRACTOR shall submit a final termination settlement proposal to the COUNTY in the form and with the certification prescribed by the COUNTY. The CONTRACTOR shall submit the proposal promptly, but no later than six (6) months from the effective date of termination , unless extended in writing by the COUNTY upon written request of the CONTRACTOR within this six (6) month period . However, if the COUNTY determines that the facts justify it, a termination settlement proposal may be received and acted on after six (6) months or any extension . If the CONTRACTOR fails to submit the proposal within the time allowed , the COUNTY may determine , on the basis of information available , the amount, if any, due the CONTRACTOR because of the termination and shall pay the amount determined. (g) If the CONTRACTOR and the COUNTY fail to agree on the whole amount to be paid because of the termination of work, the COUNTY shall pay the CONTRACTOR the amounts determined by the COUNTY as follows: (1) The contract price for completed supplies or services accepted by the COUNTY not previously paid for, adjusted for any saving of freight and other charges. (2) The total of: (i) The costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto, but excluding any costs attributable to supplies or services paid or to be paid under subparagraph (g)(1) of this clause; (ii) The cost of settling and paying termination settlement proposals under terminated subcontracts that are Page 10 of 45  properly chargeable to the terminated portion of the contract if not included in subdivision (g)(2)(i) of this clause; and (iii) A sum, as profit on subdivision (g)(2)(i) of this clause solely for work performed, determined by the COUNTY under 49 .202 of the Federal Acquisition Regulation , in effect on the date of this contract, to be fair and reasonable ; however, if it appears that the CONTRACTOR would have sustained a loss on the entire contract had it been completed, the COUNTY shall allow no profit under this subdivision (g)(2)(iii) and shall reduce the settlement to reflect the indicated rate of loss. (3) The reasonable costs of settlement of the work terminated , including: (i) Accounting , clerical , and other direct expenses (excluding legal expenses) reasonably necessary for the preparation of termination settlement proposals and supporting data; (ii) The termination and settlement of subcontracts (excluding the amounts of such settlements) . (h) In arriving at the amount due the CONTRACTOR under this clause, there shall be deducted: (1) All unliquidated advance or other payments to the CONTRACTOR under the terminated portion of this Contract; and (2) Any claim which the COUNTY has against the CONTRACTOR under this Contract; and (3) The agreed price for, or the proceeds of sale of, materials , supplies , or other things acquired by the CONTRACTOR or sold under the provisions of this clause and not recovered by or credited to the COUNTY. U) If the termination is partial , the CONTRACTOR may file a proposal with the COUNTY for an equitable adjustment of the price(s) of the continued portion of the Contract. The COUNTY may make any equitable adjustment agreed upon. Any proposal by the CONTRACTOR for an equitable adjustment under this clause shall Page 11 of 45  be requested within ninety (90) days from the effective date of termination unless extended in writing by the COUNTY. (k) (1) The COUNTY may, under the terms and conditions it prescribes , make partial payments and payments against costs incurred by the CONTRACTOR for the terminated portion of the contract including but not limited payments to the CONTRACTOR's subcontractors, if the COUNTY believes the total of these payments will not exceed the amount to which the CONTRACTOR will be entitled. This Contract is not intended to create any third party beneficiaries and confers no rights on anyone other than the CONTRACTOR and the COUNTY. (2) If the total payments exceed the amount finally determined to be due, the CONTRACTOR shall repay the excess to the COUNTY upon demand, together with interest computed at the rate established for the payment of judgment liens in the First Judicial Circuit of the State of Florida . Interest shall be computed for the period from the date the excess payment is received by the CONTRACTOR to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the CONTRACTOR's termination settlement proposal because of retention or other disposition of termination inventory until ten (10) days after the date of the retention or disposition, or a later date determined by the COUNTY because of the circumstances. (I) Unless otherwise provided in this Contract or by statute, the CONTRACTOR shall maintain all records and documents relating to the terminated portion of this Contract for five (5) years after final settlement. This includes all books and other evidence bearing on the CONTRACTOR's costs and expenses under this Contract. The CONTRACTOR shall maintain these records in Okaloosa County, Florida and make these records and documents available to the COUNTY, its authorized agents, servants or employees, at the CONTRACTOR's office , at all reasonable times , without any direct charge. If approved by the COUNTY, photographs, microphotographs , or other authentic reproductions may be maintained instead of original records and documents. B. Termination for Default 1. (a) The COUNTY may, by written notice of default to the CONTRACTOR , terminate this Contract, in whole or in part: Page 12 01 45  (1) If the CONTRACTOR fails to perform the services as required or within the time specified in this Contract or any extension ; (2) If the CONTRACTOR fails to make progress , so as to endanger performance of this Contract; or (3) If the CONTRACTOR fails to perform any provision of this Contract or has made an inaccurate or false representation or submitted a false or inaccurate certification. (b) The COUNTY's right to terminate this Contract may be exercised if the CONTRACTOR does not cure such failure within ten (10) days (or more if authorized in writing by the COUNTY) after receipt of the notice from the COUNTY specifying the failure. 2. If the COUNTY terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the COUNTY considers appropriate, supplies or services similar to those terminated , and the CONTRACTOR will be liable to the COUNTY for any excess costs for those services. However, the CONTRACTOR shall