Okaloosa County BOCC — August 5, 2014 — L-3 — reading text

TASK ORDER AGREEMENT FOR CONSULTANT SERVICES (Master Services Agreement) This Agreement made on , 2014 between Board of County Commissioners, Okaloosa County, FL (CLIENT), whose address is 302 N Wilson St, Crestview, FL 32536, and L-3 (CONSULTANT), a Florida Corporation having a Florida office located at 1501 Merchants Way, Niceville, FL 32578. RECITALS WHEREAS, CLIENT will require the services of qualified firms to perform certain professional and technical services for CLIENT’s projects, as determined by the CLIENT; and WHEREAS, pursuant to Section 287.055, Florida Statutes, CLIENT has selected CONSULTANT through a competitive process; and WHEREAS, the CONSULTANT has the expertise and has thorough knowledge of such services, and has presented its expertise and knowledge in the statement of qualifications the CONSULTANT submitted to CLIENT dated May 23, 2014 in response to RFQ # IS 43-14; and NOW, THEREFORE, in consideration of the mutual promises herein, CLIENT and the CONSULTANT agree as follows: SECTION 1. BASIC SERVICES 1.1 Recitals. The recitals set forth above are true and correct and are incorporated here in as essential terms of this Agreement. 1.2 Basic Services. The services to be performed under this Agreement shall be specifically described for each Assignment in individual Task Orders written and executed in accordance with this Agreement. On an as-needed basis, CLIENT will issue Task Orders to the CONSULTANT describing the work required for each Assignment to be undertaken under this Agreement. In response, the CONSULTANT will prepare a scope of work and cost estimate which shall become part of the Task Order upon execution by both parties. No work will commence until a fully executed Task Order is received by the CONSULTANT. 1.3 Term of Agreement. This Agreement will become effective upon completion of signatures by both parties and will run through , 2016. This Agreement may be renewed one (1) time for a three (3) year increment upon signed agreement by both parties. When this Agreement expires, it will be automatically extended for any individual executed Task Order until the scope of work is completed and final invoice is  paid. Regarding a previous contract (if applicable), any existing Task Orders for work not yet completed shall proceed and be extended under the terms and conditions of the previous contract. SECTION 2. ADDITIONAL SERVICES 2.1 Written Authorization. Additional services may be required in carrying oufthe work in each Task Order. These Additional Services will be undertaken only upon written amendment to a Task Order and upon authorization by CLIENT. . SECTION 3. OBLIGATIONS OF CLIENT 3.1 Client Responsibilities. It is agreed that certain obligations shall be performed or furnished by CLIENT. These obligations include: 3.1.1 Designating a representative who shall have authority to transmit instructions, receive information and enunciate CLIENT's policies and decisions; CLIENT's representative shall be identified in each Task Order. 3.1 ~ 2 Arranging for and holding promptly any required meetings. 3.1.3 Proving access to and obtaining permission for the CONSULTANT to enter upon public and/or private lands as required for CONSULTANT to perform surveys, observations, or other necessary fimctions. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CLIENT. 3.1.4 Making available to the CONSULTANT all known existing information which may, in any way, be pertinent to the work herein described. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CLIENT. 3.1.5 Responding within a reasonable time to the CONSULTANT's requests for written decisions or determinations, pertaining to the work, so as not to delay the services of the CONSULTANT. 3.1.6 Giving prompt written notice to the CONSULTANT whenever CLIENT becomes aware of any event, occurrence, condition or circumstance which may substantially affect the CONSULTANT's performance of services under this Agreement. 3.2 Contractor Indemnification and Claims. 3.2.1 CLIENT agrees to include the provisions of Section 11.17 of this Agreement in all construction contracts with contractors. 3.2.2 CLIENT agrees to include provisions providing contractor indemnification of CLIENT and CONSULTANT for other contractor's negligence.  3.2.3 CLIENT shall require construction contractor(s) to nam~' CLIENT and CONSULTANT as additional insureds on the contractor's , gen.eral ' liability insurance policy. 3.2.4 CLIENT agrees to include the following clause in all 'c ontracts with equipment or materials suppliers: '" ' "Contractors, subcontractors, and equipment and material supplies on the Project, or their sureties; shall maintain no direct action against CONSULTAN,T, CONSULTANT's officers" employees, affiliated corporations, and subcontractors for any claim arising out of, in connection with, or resultingfrom the CONSULTANT services performed. CLIENT will be the only benefiCiary ofany undertaking by CONSULTANT. " 3.2.5 Changes. CLIENT may make or approve changes within the Scope of Services under a Task Order. If such changes affect CONSULTANT's cost of or time for performance of the Services, an equitable adjustment may be made through an amendment to the affected Task Order. SECTION 4. TIME SCHEDULE 4.1 Authorization. Unless otherwise directed by CLIENT, the CONSULTANT shall commence the perfonnance of the Basic Services upon execution of a Task Order by both parties which shall constitute Authorization to Proceed. 4.2 Additional Services. Perfonnance of any of the Additional Services described in Section 2 will commence as described in an executed written amendment to a Task Order by CLIENT and shall be completed in accordance with a schedule set forth in the authorization. SECTION 5. AMOUNT AND METHOD OF PAYMENT 5.1 Method of Payment. For services provided under Section 1, Basic Services, and Section 2, Additional Services, payment shall be made in accordance \\'i th the Task Order. CONSULTANT will submit invoices for each Task Order to CLIENT each month covering services completed to date and for those deliverables being completed and submitted. In addition, invoice shall include, as applicable, materials and equipment delivery and stored on-site or off-site. Each invoice will be prepared in CONSULTANT's standard form and supported by documentation according to CONSULTANT's standard practice. Within 30 days of receipt of the invoice, CLIENT shall give detailed, written notice of any sums which it may reasonably dispute or contest. If the parties are unable to resolve the matter within 30 days, only that portion so reasonably contested may be withheld from payment. Invoices will be 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 CONSULTANT shall clearly state "Final Invoice" on the CONSULTANT's final/last  invoice to the CLIENT. This shall indicate that contracted services have been performed and all charges and costs have been invoiced to the CLIENT. 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 payment of any amounts due, all documents and rriaterials required by the respective Task Order. 5.2 Compensation. The compensation for Services to be defmed in each Task Order for each assignment to the Agreement will be based on either a lump sum amount basis, or on CONSULTANT's Rates, in~}.uded as Exhibit A, for the actual time worked on the Project. Rates are not subject to change for the three-year term. Rates are subject to change for the additional three-year renewal period, upon agreement by both parties. Reimbursement for Direct Expenses is also included in Exhibit A. 5.2.1 Direct Expenses are those necessary costs and charges incurred for the Project as described in the Task Order and further explained in Exhibit A. CONSULTANT has represented that they are local providers; therefore, in general, travel expenses are not allowed expenses and will not be reimbursed. Travel expenses may only be approved/reimbursed by the COUNTY for specialized technical support, which would be authorized in advance in the specific Task Order. Any and all direct expenses required by the CONSUL T ANT shall only be eligible for reimbursement when proper documentation is provided with the invoice and payment request form. Fees not expressly provided on the rate schedule are not eligible for payment or reimbursement unless specifically authorized by a Task Order or through a subsequent modification of this Agreement. 5.2.2 Rates to be utilized for the duration of this Agreement are as described in the fee schedule included as Exhibit A. These rates include all allowances for salary, overhead, and fees, but do not include allowances for Direct Expenses, as outlined in Exhibit A. 5.3 Payment by CLIENT. CLIENT will process payment to the CONSULTANT within 30 days after receipt of CONSULTANT's invoice: 5.4 Delay in Payment. If CLIENT fails to pay CONSULTANT for any undisputed billing within 30 calendar days after receipt of any invoice, CONSULTANT will be entitled to any or all of the following: 5.4.1 Suspension of Work. If CLIENT fails to make payment in full within 45 calendar days of the date due for any undisputed billing, CONSULTANT may, after giving 7 calendar days written notice to CLIENT, suspend Services under this Agreement until paid in full. CONSULTANT shall be entitled to an adjustment in compensation and the work schedule for the affected Task Order pursuant to Section 8. SECTION 6. CHANGES 6.1 Written Authorization. CLIENT may, at any time, by written fully executed amendment to a Task Order, make changes in the services or work to be performed within the general scope of this Agreement, including alterations, reductions, . therein. or additions - ~ . thereto. . . . . ­ 6.2 Equitable Adjustment. Upon receipt by the CONSULTANT of the" CLIENT's notification of a contemplated change, the CONSULT ANT shall (1) if requested by the CLIENT, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the CLIENT of any estimated change in the completion date, and (3) advise the CLIENT in writing if the contemplated change shall affect the CONSULTANT's ability to meet the completion dates or schedules of any Task Order. If such changes cause an increase or decrease in the