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

of the new subcontractor by the COUNTY. 3. The CONTRACTOR agrees to abide by all provisions of the applicable Disadvantaged Business Enterprise (DBE) provisions of this Contract and understands that failure to comply with any of the requirements shall be considered a breach of Contract. 4. The CONTRACTOR understands that each DBE utilized on this Contract shall provide its DBE certification and county staff will verify current DBE status before it can be counted as DBE participation . Page 17 of45 5. The CONTRACTOR further agrees to provide the county's purchasing department with a copy of the CONTRACTOR's contract with any DBE subcontractor or any other related documentation upon request. 6. The CONTRACTOR understands the requirements to comply with the task and proportionate dollar amounts throughout each year and the term of the Contract as it relates to the use of DBE firms. 7. The CONTRACTOR shall only be permitted to replace a certified DBE subcontractor who is unwilling or unable to perform. Such substitutions shall be done with other certified DBEs in order to maintain the DBE percentages established in this Contract. 8. The CONTRACTOR understands that it is prohibited from making any agreements with DBEs in which the DBE promises not to provide subcontractors quotations to other proposers or potential proposers. 9. The CONTRACTOR agrees to maintain all relevant records and information necessary to document compliance with the applicable DBE provisions, and shall allow the COUNTY to inspect such records . ARTICLE 12 - FEDERAL AND STATE TAX The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The COUNTY will provide an exemption certificate to the CONTRACTOR. The CONTRACTOR shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the COUNTY, nor is the CONTRACTOR authorized to use the COUNTY's Tax Exemption Number in securing such materials. The CONTRACTOR shall be responsible for payment of its own and its share of its employees' payroll, payroll taxes , and benefits with respect to this Contract. Page 18 of 45 ARTICLE 13 - AVAILABILITY OF FUNDS The COUNTY's performance and obligation to pay under this Contract is contingent upon COUNTY's receipt of funds , as a grantee or funding recipient of FOOT, FTA, or other state or federal agency, which funds are to be used for the purposes of this Contract and an annual appropriation for the purposes of this Contract by the Board of County Commissioners , as it may determine appropriate in its sole discretion. CONTRACTOR shall not perform or fail to perform any act which would contribute to or cause the COUNTY to be in violation of the terms or conditions of any grant or funding agreement or to lose, return or forfeit any funds or grant. ARTICLE 14 -INSURANCE REQUIREMENTS It shall be the responsibility of the CONTRACTOR, prior to execution of this Contract of the COUNTY, to provide evidence of the following minimum amounts of insurance coverage to: Okaloosa County, 602-C North Pearl Street, Crestview, Florida, 32536. Subsequently, the CONTRACTOR shall, during the term of the Contract, and prior to each renewal thereof, provide such evidence of coverage prior to the expiration date of each and every insurance required herein. The CONTRACTOR shall, on a primary basis and at its sole expense, maintain in full force and effect, at all times during the life of this contract insurance coverages and limits (including endorsements) as described herein. Failure to maintain the required insurance will be considered default of the Contract. The requirements contained herein, as well as COUNTY's review or acceptance of insurance maintained by CONTRACTOR are not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by CONTRACTOR under this contract. CONTRACTOR agrees to notify COUNTY within at least ten (10) days prior notice of any cancellation , non-renewal or material change to the insurance coverages. Further, CONTRACTOR shall agree that all insurance coverage required herein shall be provided by CONTRACTOR to COUNTY on a primary basis . Any subcontractor used for the fulfillment of this Contract shall have the same obligations as the CONTRACTOR and shall meet all of the insurance requirements contained herein before commencing work. The CONTRACTOR shall ensure the subcontractor meets these requirements through policies procured directly by the subcontractor, or by being specifically named by endorsement to the policies of the CONTRACTOR , or any combination thereof. CONTRACTOR must provide proof of insurance for all subcontractors as insureds under its own policies or by furnishing separate certificates of insurance for each subcontractor. Page 19 of 45 A. Commercial General Liability: CONTRACTOR shall maintain Commercial General Liability at a limit of liability not less than $1,000,000 Each Occurrence. Coverage shall not contain any endorsement(s) excluding nor limiting Premises/Operations, Personal Injury, ProducUCompleted Operations, Contractual Liability, Severability of Interests or Cross Liability. Coverage shall be provided on a primary basis and shall include Sexual Abuse/Molestation Coverage at a sublimit of not less than $250,000. B. Business Automobile Liability: CONTRACTOR shall maintain Business Automobile Liability at a limit of liability not less than $1,000,000 Each Occurrence. Coverage shall include Liability and Physical Damage coverage (comprehensive and collision coverage) for all COUNTY owned automobiles in the care custody and control of CONTRACTOR. Coverage shall be provided on a primary basis. C. Worker's Compensation Insurance & Employers Liability: CONTRACTOR agrees to maintain Worker's Compensation Insurance & Employers Liability in accordance with Florida Statute Chapter 440. Coverage shall be provided on a primary basis. D. Additional Insured: CONTRACTOR agrees to endorse COUNTY as an Additional Insured with a CG2026 Additional Insured or its equivalent - Designated Person or Organization endorsement to the Commercial General Liability and Business Auto. The additional insured shall read "Okaloosa County Board of County Commissioners, a Political Subdivision of the State of Florida , its Officers , Employees and Agents. Coverage shall be provided on a primary basis E. Waiver of Subrogation: CONTRACTOR hereby waives any and all rights of Subrogation against the COUNTY, its officers, employees and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss agreement to waive subrogation without an endorsement, then CONTRACTOR shall notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy which includes a condition to the policy specifically prohibiting such an endorsement or voids coverage should CONTRACTOR enter into such an agreement on a pre-loss basis. F. Certificate(s) of Insurance: Within forty-eight (48) hours of the COUNTY'S request to do so , CONTRACTOR shall provide the COUNTY with a Certificate(s) of Insurance evidencing that all types and amounts of insurance coverages, limits and endorsements required by this contract have been bound and are in full force and effect. During the term of the Contract and prior to each subsequent renewal thereof, the CONTRACTOR shall provide this evidence prior to the Page 20 of 45  expiration date of each and every insurance required herein . Said Certificate(s) of Insurance shall, to the extent allowable by the insurer, include a minimum thirty (30) day endeavor to notify due to cancellation (10) days for nonpayment of premium) or non-renewal of coverage. In addition , CONTRACTOR agrees to notify COUNTY of any cancellation, non- renewal or material change taking place during the life of this contract, addressed to: Okaloosa County, 602-C North Pearl Street, Crestview, Florida, 32536. ARTICLE 15 -INDEMNIFICATION CONTRACTOR agrees to protect, save, defend, reimburse , indemnify and hold harmless the COUNTY and their respective officers, elected officials, servants, agents and employees from and against any and all claims, suits, liability, expenses, losses, costs, fines, damages, attomey fees, (including the costs of all appeals), costs and expenses, and causes of action of every kind and character against COUNTY, or their respective officers, elected officials, servants, agents and employees by reason of any cost, loss , harm, damage to person(s), including bodily injury and death , and property, incurred or sustained by any person whomsoever or any governmental entity, including the COUNTY, which arise out of, are incidental to or relate , in any manner, to the CONTRACTOR's performance of this Contract, its acts or omissions, its negligent performance , or its failure to perform any term or condition of this Contract. CONTRACTOR's obligations hereunder shall encompass all negligent, intentional and wrongful acts of its employees, officers, servants, agents and subcontractors, and shall include, but are not limited to , all injuries or damages suffered by any person or entity, including the COUNTY, as a result of any negligent, intentional , deliberate or malicious act or omission of the CONTRACTOR or its employees, servants, agents and subcontractors. CONTRACTOR agrees that the foregoing provision includes within its scope any and all harm, cost, loss or damage of any kind or nature, fees , costs, expenses, attorney fees, including those incurred during any type of federal or state administrative or legal proceeding or inquiry, appellate costs, and COUNTY employee costs that arise out of or are related, in any manner whatsoever, to CONTRACTOR's obligation to comply with the applicable transit employee protective requirements of the Contract (also referred to or known as "13(c), employee transit protective arrangements or Section 5333(b) obligations") and all other state, federal and local laws, rules and regulations. Notwithstanding the foregoing , CONTRACTOR shall not be responsible to COUNTY for damages which arise solely out of or are solely attributable to the negligent acts or omiSSions, or intentional or wrongful acts of the COUNTY or their respective officers, elected officials , servants, agents and employees. Page 21 of 45 ARTICLE 16 - SUCCESSORS AND ASSIGNS CONTRACTOR binds itself and its partners, successors, executors, administrators and assigns to the other party to this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Neither the COUNTY nor the CONTRACTOR shall assign, sublet, convey, or transfer its interest in this Contract, without the prior written consent of the other. Consent to the assignment