Okaloosa County BOCC — January 21, 2014 — Avcon — reading text

performance of the construction contractor(s) nor assumes responsibility for construction contractor's failure to perform work in accordance with the construction documents. For this Agreement, construction sites shall include places of manufacture for materials incorporated into the construction work, and construction contractors shall include manufacturers of materials incorporated into the construction work. Construction Progress Payments: Recommendations by the CONSULTANT to the COUNTY for periodic construction progress payments to the construction contractor(s) shall be based on the CONSULTANT'S knowledge, information, and belief from selective sampling that the work has progressed to the point indicated. Such recommendations shail not represent that the CONSULTANT has made an examination to ascertain how or Page 4 of 20 4.6 4.7 4.8 for what purpose the construction contractor(s) have used the monies paid; that title to any of the work, materials, or equipment has passed to the COUNTY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the COUNTY and the construction contractor(s) that affect the amount that should be paid. Record Drawings: Record drawings, if required, will be prepared on the basis of information compiled by the CONSULTANT and information furnished by others and shall represent the location, type of various components, and manner in which the project was finally constructed to the best knowledge, information, and belief of CONSULTANT. Record drawing deliverables shall be limited to the sealed and signed hard copies. Asbestos or Hazardous Substances: If asbestos or hazardous substances in any form are encountered or suspected, the CONSULTANT shail stop its own work in the affected portions to permit testing and evaluation. If asbestos or other hazardous substances are suspected, the CONSULTANT shall, if requested, manage testing to determine the extent of the issue, manage the necessary studies to recommend necessary remedial measures, and manage remediation activities using a qualified subcontractor at an additional fee and contract terms to be negotiated. The COUNTY recognizes that the CONSULTANT assumes no risk and/or liability for a waste or hazardous waste site originated by other than the CONSULTANT. The Uniform Commercial Code as may be in effect from time to time in Florida shall prevail as the basis for determining the rights and obligations of the CONSULTANT hereunder. ARTICLE 5: PERIOD OF SERVICE 5.1 5.2 5.3 The Services called for hereunder shall be completed in accordance with the respective task schedules as indicated in separately authorized Task Orders. The CONSULTANT shall perform authorized Services under this Agreement with due and reasonable diligence consistent with sound professional practices. This Agreement shall become effective on upon completion of signatures by both parties and shall remain in effect for three (3) years until , unless terminated sooner or extended by mutual agreement in writing. This Agreement may be renewed for an additional one-year period, two consecutive times. The CONSULTANT shall give prompt written notice to the COUNTY whenever the CONSULTANT observes or otherwise becomes aware of any development that affects the scope or timing of the CONSULTANT's Services. Page 5 of 20 ARTICLE 6: REIMBURSABLE EXPENSES DEFINED 6.1 6.2 Reimbursable Expenses shall be defined as actual expenses incurred by the CONSULTANT and the CONSULTANT’s independent professional associates or consultants, directly and indirectly in connection with the Services, such as expenses for transportation and subsistence incidental thereto; obtaining bids or proposals from contractor(s); providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assistants; toll telephone calls, facsimiles and telegrams; reproduction of reports, Drawings, Specifications, Bidding Documents and similar Services-related items. The CONSULTANT shall be compensated by the COUNTY for Reimbursable Expenses when and as identified in an authorized Task Order on the basis set forth in Exhibit 2 attached herein. The COUNTY’s responsibility for providing compensation to the CONSULTANT for Reimbursable Expenses shall be limited to only those Reimbursable Expenses identified and agreed to in an authorized Task Order. ARTICLE 7: PAYMENTS TO CONSULTANT 71 7.2 7.3 7.4 7.5 The COUNTY shall pay the CONSULTANT for Basic and Additional Services and Reimbursable Expenses, if any, on the basis set forth in Exhibit 2 attached herein and in each separately authorized Task Order. The CONSULTANT shall submit monthly invoices to the COUNTY for Services rendered and Reimbursable Expenses, if applicable, incurred since the last monthly statement. Invoices shall be, at minimum, numbered sequentially and specify the time period for charges, the work performed, the amount requested for that invoice and a total amount paid to date and budget remaining. The invoice received from the CONSULTANT pursuant to this Agreement will be reviewed and approved by the Airport Director or his/her designee, indicating the services have been rendered in conformity with the Agreement, then will be sent to the Purchasing Director or to the County Manager, in conformance with the County Purchasing Policy, for approval and then will be sent to the Finance Department for payment. The invoice must reference the Task Order number, County contract number, and the current purchase order number (if any), and must specify the time period the invoice covers. Payment shall be made to the CONSULTANT within thirty (30) days following the COUNTY'S receipt of invoice. Interest Charges: Not Used. In order for both parties herein to close their records, the CONSULTANT shall clearly state “Final Invoice” on the CONSULTANT'S final/last invoice to the COUNTY. This shall indicate that contracted services have been performed and all charges and costs have been invoiced to the COUNTY. This invoice shall close this Task Order to future billings and future charges shall be waived by CONSULTANT. CONSULTANT shall deliver to the CLIENT for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials required by the respective Task Order. Page 6 of 20 ARTICLE 9: TERMINATION AND DELAYS 9.1 9.2 9.3 This Agreement may be terminated by either party at any time with or without cause upon giving fourteen (14) calendar days prior written notice. If this Agreement is so terminated, the COUNTY shall within 30 days of termination pay the CONSULTANT for Services satisfactorily completed up to the date of termination. After receipt of a termination notice and except as otherwise directed by the COUNTY, the CONSULTANT shall stop work on the date and to the extent specified; terminate and settle all orders and subcontracts relating to the performance of the terminated work; transfer all work in process, completed work, and other material related to the terminated work to the COUNTY; and continue and complete all parts of the work that have not been terminated. The COUNTY may order the CONSULTANT to suspend, delay, or interrupt all or any part of the CONSULTANT's services under any Task Order for such period of time as COUNTY may determine to be appropriate for the convenience of the COUNTY. In the event of such suspension, delay, or interruption, the COUNTY shall pay the CONSULTANT for the work satisfactorily completed up to the date of suspension and the Task Order will be modified in writing accordingly. In the event delays to the Task Order/Scope of Services work are encountered for any reason, the parties agree to undertake reasonable steps to mitigate the effect of such delays. The CONSULTANT shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the CONSULTANT'S control and without its fault or negligence. If the failure to perform is caused by the failure of the CONSULTANT'S subcontractor(s) and is without the fault or negligence of either of them, the CONSULTANT shall not be deemed to be in default. Upon the CONSULTANT'S request, the COUNTY shall consider the facts and extent of any failure to perform the work and, if the CONSULTANT'S failure to perform was without its fault or negligence, any affected provision of this Agreement shall be revised accordingly; subject to the COUNTY'S right to change, terminate, or stop any or all of the work at any time. ARTICLE 10: CONSULTANT'S ACCOUNTING RECORDS 10.1 Records of Reimbursable Expenses and expenses pertaining to Services performed on the basis of a Multiple or Direct Labor Costs, Not-To-Exceed (NTE) fee, or Direct Personnel Expense shall be kept on the basis of generally accepted accounting principals and shall be available to the COUNTY or the COUNTY’s representative at mutually convenient times. ARTICLE 11: USE OF ELECTRONIC DELIVERABLES 11.1 When transferring electronic deliverables, the CONSULTANT makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the CONSULTANT at the beginning of Services provided under this Agreement. Page 8 of 20 11.2 Hard copies issued to the COUNTY by the CONSULTANT and the information contained within the hard copies shall constitute the formal deliverables under this Agreement. Computer-generated electronic drawing files furnished by the CONSULTANT are for the COUNTY’s convenience and any conclusions or information derived or obtained from these files will be at user’s sole risk. ARTICLE 12: INDEMNIFICATION 12.1 12.2 12.3 The CONSULTANT shall defend, indemnify, and hold the COUNTY and its respective agents, representatives, and employees harmless from suits, actions, claims, demands, judgments, and liabilities (including property damage and bodily injury or death) to the extent resulting from negligent acts, errors, or omissions of the CONSULTANT, its agents or employees, arising from or relating to this Agreement. The COUNTY shall defend, indemnify, and hold the CONSULTANT and its respective directors, officers, agents, representatives, and employees harmless from suits, actions, claims, demands, judgments, and liabilities (including property damage and bodily injury or death) to the extent resulting from negligent acts or omissions of the COUNTY, its agents or employees, arising from or relating to this Agreement. In the event any claims, damage, losses, and expenses are caused by negligence of both the CONSULTANT and the COUNTY (or anyone for whose acts both of them may be liable), each party will bear its proportional share of the claims, damages, losses, and expenses based upon the parties’ relative degree of fault. ARTICLE 13: INSURANCE 13.1 13.2 13.3 13.4 The CONSULTANT shall not commence any work in connection with this Agreement until he has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management Officer. 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 by AM Best & Co., Inc. The COUNTY shall retain the right to reject all insurance contracts that da not meet the requirements of this Agreement. Further, the COUNTY reserves the right to change these insurance requirements with 60-day notice to the CONSULTANT. The insurance definition of Insured or Additional Insured shall include Subcontractor, Sub- subcontractor, and any associated or subsidiary companies of the CONSULTANT, which are involved, and which is