Okaloosa County BOCC — December 31, 2012 — Okaloosa County_Peter Mayer Contract_FINAL (2) — reading text

days of the termination of this Agreement. Any out of pocket costs relating to the provision of this material to the COUNTY shall be paid by the CONTRACTOR. Such materials shall be provided to the COUNTY in a format determined by the COUNTY. Notwithstanding anything to the contrary contained herein, if the CONTRACTOR develops any software applications in connection with the services provided hereunder and those software applications were not developed, created or utilized with any funding provided by the County, then the CONTRACTOR will own all copyrights in any code, software, design features and architecture supplied by the CONTRACTOR (the “Code”), but excluding any content, which shall be owned by the COUNTY, subject to any third party rights. The COUNTY shall have a perpetual, non-exclusive, non-assignable, royalty free license, with the right to sublicense, to use the Code in connection with any such software application(s) developed by the CONTRACTOR for the COUNTY. 6.7 If the Agreement is terminated by the COUNTY as provided herein, the CONTRACTOR will be paid an amount which is equal to the total of all costs incurred on or prior to cancellation date. Any uncancellable contract made with the COUNTY's authorization and still existing at termination may be carried to completion by the CONTRACTOR and paid for by the COUNTY if mutually agreed in writing by the parties. Costs incurred will be based on all invoices received; all signed actual media agreements at close of date stated on letter of notification and all contracts that CONTRACTOR has entered into with suppliers on behalf of the COUNTY. This amount will then be reconciled with all progress payments made prior to cancellation. 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. 5 ARTICLE VII: FINDINGS PROPRIETARY. 7.1 Any reports, information, data, etc., given to, prepared or assembled for or by the CONTRACTOR under this Agreement shall not be made available to any individual or organization without the prior written approval of the COUNTY. Subject to any third party rights and the CONTRACTOR's ownership of any Code as set forth in Section 6.6, the COUNTY shall have unrestricted authority to publish, disclose, distribute, and otherwise use any report, data, or other materials prepared under this Agreement. All artwork, photographs, design, layout, production materials, websites, domain names, etc., created by, and all rights acquired by the CONTRACTOR for the COUNTY will become the property of the COUNTY upon acceptance, subject to any third party, rights and the CONTRACTOR's ownership of any Code. Nothing contained in this Agreement shall be construed to prohibit the release of information pursuant to the requirements of law relating to public records. ARTICLE VIII: CONTRACTOR REQUIREMENTS AND CERTIFICATIONS 8.1 The CONTRACTOR certifies that it will not attempt in any manner to improperly influence any specifications, to be restrictive in any respect, nor attempt in any way to improperly influence any purchasing of services or commodities by the COUNTY. 8.2 The CONTRACTOR hereby certifies that it is legally entitled to enter into this Agreement with the COUNTY and that it will not be violating, either directly or indirectly, any conflict of interest statute or any other applicable laws by the performance of this Agreement. 8.3 The CONTRACTOR certifies that it has received and reviewed the COUNTY’s Contracts and Leases Policies and Procedures Manual, Purchasing Manual and Tourist Development Operations and Procedures Manual, and agrees to conform to the requirements of these policies. A violation of any COUNTY policy relating to the purchasing of services or the administration of this Agreement as required by the COUNTY policies shall be deemed a material breach of this Agreement. 8.4 The CONTRACTOR certifies that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of executing this Agreement. The compensation amount and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. CONTRACTOR represents that it has furnished a Public Entity Crimes Affidavit pursuant to Section 287.133, Florida Statutes. 8.5 In connection with the services to be performed under this Agreement, CONTRACTOR agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity statutes and regulations. 6 ARTICLE IX: AVAILABILITY OF CONTRACTOR RECORDS. 9.1 The CONTRACTOR shall maintain records, books, documents, passwords, papers and financial information pertaining to work performed under this Agreement. The COUNTY upon reasonable request and notice, will have, during regular business hours, access to and the right to review and obtain copies of any and all information and documents pertinent to work performed under the Agreement at any time during the term of this Agreement. The CONTRACTOR agrees that the COUNTY, or any of its duly authorized representatives shall, upon reasonable request and notice, until expiration of one (1) year after final payment under this Agreement have access to, during regular business hours, and the right to examine any pertinent books, documents, papers, and records of the CONTRACTOR involving transactions related to this Agreement. In the event that such audit is in progress at the expiration of the aforementioned one (1) year period, access to and right to examine will continue until completion of such audit. ARTICLE X: GENERAL INSURANCE REQUIREMENTS. 10.1 The CONTRACTOR shall not commence any work in connection with this Agreement until it has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management Officer. 10.2 All insurance policies shall be with insurers licensed to do business in the State of Florida, and any insuring company is required to have a minimum rating of A, Class X in the Best Key Rating Guide published A. M. Best & Co., Inc. 10.3 The COUNTY shall retain the right to reject all insurance contracts that do not meet the requirement of this Agreement. Further, the COUNTY reserves the right to change these insurance requirements with sixty (60) days’ notice to the CONTRACTOR. 10.4 The insurance definition of Insured or Additional Insured shall include Subcontractor, Sub-subcontractor, and any associated or subsidiary companies of the CONTRACTOR, which are perform any services under this Agreement. 10.5 The COUNTY reserves the right at any time to require the CONTRACTOR to provide certified copies of any insurance policies to document the insurance coverage specified in this Agreement. 10.6 The designation of CONTRACTOR shall include any associated or subsidiary company which is involved and is a part of the contract and such, if any associated or subsidiary company involved in the project must be named in the Workers' Compensation coverage. 10.7 All policies shall be written so that the COUNTY will be notified of cancellation or restrictive amendments at least thirty (30) days prior to the effective date of such cancellation or amendment. Such notice shall be given directly to the Okaloosa County Risk Management Officer. 7 10.8 All insurance contracts, except the Workers' Compensation shall list the COUNTY as an Additional Insured. CONTRACTOR shall provide the COUNTY current Certificates of Insurance for all policies at least ten (10) days before commencing work. ARTICLE XI: WORKERS’ COMPENSATION 11.1 The CONTRACTOR shall secure and maintain during the term of this Agreement Workers' Compensation insurance for all employees including supervision, administration and management personnel. In case any services under this Agreement are sublet with the approval of the COUNTY, the CONTRACTOR shall require the subcontractor to provide Workers' Compensation insurance for all its employees. Evidence of such insurance shall be furnished to the COUNTY not less than ten (10) days prior to the commencement of any and all subcontracted work. 11.2 Such insurance shall comply with the Florida Workers' Compensation Law. 11.3 Coverage shall include a waiver or subrogation clause in favor of the COUNTY. Also, this endorsement must be indicated on all Certificates of Insurance. 11.4 The COUNTY is not liable for Social Security contributions pursuant to Section 418, U.S. Code, relative to the compensation of the CONTRACTOR during the period of this Agreement. The CONTRACTOR shall procure, pay for, and maintain Workers’ Compensation insurance as required by law. The CONTRACTOR is solely responsible for any claims made by its employees under the Fair Labor Standards Act. ARTICLE XII: BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY 12.1 The CONTRACTOR shall maintain Business Automobile Liability insurance coverage throughout the term of this Agreement and any extension hereto. The insurance shall include Owned, Non-Owned & Hired motor vehicle coverage. 12.2 The CONTRACTOR shall carry other Commercial General Liability insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. Such coverage shall include both On and Off Premises Operations, Contractual Liability, Board Form Property Damage and Professional Liability. 12.3 Commercial General Liability coverage shall be endorsed to include the following: a) On and Off Premises Operation Liability b) Occurrence Bodily Injury and Property Damage Liability c) Independent Contractor Liability d) Completed Operations and Products Liability 8 12.4 The CONTRACTOR shall agree to maintain in force Commercial General Liability Insurance including Completed Operations and Products Liability coverage for at least two (2) years following acceptance of the project by the COUNTY. 12.5 All liability insurance shall be written on an occurrence basis and shall not be written on a claim-made basis. If the insurance is issued with an aggregate limit of liability, the aggregate limit of liability shall apply only to the locations included in this Agreement. If, as the result of any claims or other reasons, the available limits of insurance reduce to less than those stated in the 12.6 below, the CONTRACTOR shall notify the COUNTY representative in writing. The CONTRACTOR 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 specified in 12.6 below. 12.6 LIMITS OF LIABILITY. The insurance required shall be written for not less than the following limits unless law requires higher amounts: 1. Workers Compensation a) State Statutory b) Employers 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 Injury and Advertising $1 million each occurrence (Combined Single Limit) 12.7 The CONTRACTOR agrees to report any incident or claim that results from performance of this Agreement. Within ten (10) days of the CONTRACTOR’s knowledge, the Okaloosa County