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

may be withheld for any reason or no reason at all. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the COUNTY, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the COUNTY and the CONTRACTOR. ARTICLE 17 - REMEDIES This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Okaloosa County. 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 now or hereafter existing at law, or in equity, 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 18 - CONFLICT OF INTEREST The CONTRACTOR 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 or services required hereunder, as provided for in Chapter 112, Part III, Florida Statutes . The CONTRACTOR further represents that no person having any conflict of interest shall be employed for said performance or services. The CONTRACTOR shall promptly notify the COUNTY's representative, 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 CONTRACTOR'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 CONTRACTOR 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 CONTRACTOR. The COUNTY agrees to notify the CONTRACTOR of its opinion by certified mail within thirty (30) days of receipt of notification by the CONTRACTOR. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONTRACTOR, the COUNTY shall so state in the notification and the CONTRACTOR shall, at its option, enter into said association, interest or circumstance and it shall be deemed not in Page 22 of 45 conflict of interest with respect to services provided to the COUNTY by the CONTRACTOR under the terms of this Contract. ARTICLE 19 - EXCUSABLE DELAYS The CONTRACTOR shall not be considered in default by reason of any failure in performance if such failure arises out of causes beyond the control of the CONTRACTOR, or its subcontractor(s) , and without their fault or negligence. Such causes shall be limited to: acts of God or of the public enemy; fires; floods ; epidemics; quarantine restrictions; and/or inclement weather. Upon the CONTRACTOR's request, the COUNTY shall consider the facts and extent of any failure to perform the work; and, if the CONTRACTOR's failure to perform was for a cause beyond the CONTRACTOR's control , and without it or its subcontractors' fault or negligence, the Contract Schedule and/or any other affected provision of this Contract may be revised accordingly, subject to the COUNTY's rights to modify, terminate, or stop any part or all of the work at any time. ARTICLE 20 - ARREARS The CONTRACTOR 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. The CONTRACTOR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract. ARTICLE 21 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS The CONTRACTOR shall deliver to the COUNTY's representative for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared by and for the COUNTY under this Contract. To the extent allowed by Chapter 119, Florida Statutes , all written and oral information not in the public domain or not previously known, and all information and data obtained, developed, or supplied by the COUNTY, or at its expense, will be kept confidential by the CONTRACTOR and will not be disclosed to any other party, directly or indirectly, without the COUNTY's prior written consent, unless required by a lawful court order. All drawings, maps, sketches, programs, data bases , reports and other data developed or purchased under this Contract for the COUNTY, or at the COUNTY's expense, shall be and remain the COUNTY's property and may be reproduced and reused at the discretion of the COUNTY. All covenants, agreements , representations and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents , shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby. Page 23 of 45 ARTICLE 22 -INDEPENDENT CONTRACTOR RELATIONSHIP 1. The CONTRACTOR is , and shall be, in the performance of all work, services , and activities under this Contract, an Independent Contractor and not an employee , agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times , and in all places, be subject to the CONTRACTOR's sole and full direction, supervision, and control. The CONTRACTOR shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the CONTRACTOR'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. 2. The CONTRACTOR does not have the power or authority to bind the COUNTY in any promise , agreement, or representation other than specifically provided for in this Contract. 3. CONTRACTOR acknowledges and affirmatively represents , warrants and asserts that it is familiar with the terms and conditions of this Contract and its duties and obligations hereunder, and that in the performance of this Contract and/or in any other act, relationship or role that it has or may have with the COUNTY, related to or arising out of this Contract, that it is and shall at all times be an independent contractor and not an agent or servant of the COUNTY. CONTRACTOR acknowledges that it has no authority, either express or implied , to hold itself out as a servant or agent or to represent that it is an agent or servant of the COUNTY. CONTRACTOR agrees that it shall not conveyor suggest, in any manner whatsoever, to any person or entity (i.e., third party) , that it has any authority, either real or apparent, to act for or on behalf of or as an agent of the COUNTY. Accordingly, CONTRACTOR shall at no time claim, assert, infer, or suggest, in any way whatsoever, in any public or private statement whether made in any public meeting, deposition , interrogatory, hearing, trial or appeal , that it is an agent or servant of the COUNTY , that the COUNTY has control over CONTRACTOR's operations , its employees or subcontractor's employees, the conduct of its business, employees , officers, servants or agents , that the COUNTY is an employer or joint employer of any employee of CONTRACTOR or any subcontractor, or that COUNTY is responsible for any fine, assessment, penalty, charge , fee or determination of a court of law or an administrative agency arising out of or related , in any manner, to CONTRACTOR's compliance with or failure to comply with any requirement of this Contract, any state, federal or local law, rule , regulation or executive order or any determination of a court of law or administrative agency. 4. CONTRACTOR affirmatively acknowledges and represents that it, in the performance of this Contract and consistent with its terms and conditions will select, hire , train , place , supervise, discipline , terminate , compensate and reward Page 24 of 45  its employees; that it has determined the manner and materials by which it will perform the work, including the site from which the work will be performed ; and that the facility and materials that it will utilize to perform the work will be owned, leased and controlled by it and under its care and control. 5. CONTRACTOR further 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, liability, expense, loss , costs, fines , damages, attorney fees (including all appellate cost and expenses, including attorney fees) against COUNTY, that are related to or result from, in whole or in part, any clairn, assertion, inference, suggestion, or the like by CONTRACTOR or any employee or subcontractor of CONTRACTOR, that it, in the performance of this Contract or otherwise, is a servant or agent of COUNTY. CONTRACTOR's duties and obligations under this article shall encompass acts of its subcontractors and independent contractors which are inconsistent with or conflict with CONTRACTOR's obligations hereunder. ARTICLE 23-CONTINGENT FEE The CONTRACTOR warrants that it has not employed or retained any cornpany or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Contract and that it has not paid or agreed to pay any person , company, corporation , individual, or firrn, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission , percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract. ARTICLE 24 - PUBLIC RECORDS, ACCESS, MONITORING AND AUDITS A. The CONTRACTOR shall maintain records related to all charges, expenses, and costs incurred in estimating and performing the work for at least five (5) years after cornpletion or termination of this Contract. The COUNTY shall have access to such records as required in this section for the purpose of inspection or audit during normal business hours, at the CONTRACTOR's place of business. B. In accordance with the requirements of Florida's Public Records Law, CONTRACTOR shall : 1. Maintain public records that ordinarily and necessarily would be required by the COUNTY in order to perform the service; 2. Provide the public with access to public records on the same terms and conditions that the COUNTY would provide the records and at a cost that does not exceed the cost provided by Florida law; Page 25 of 45 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records and transfer, at no cost, to the COUNTY all public records in possession of the CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All