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

Consultant's cost of, or time required for, performance of any services under any Task Order, an equitable adjustment may be made and Task Order shall be modified in writing accordingly. SECTION 7. DISPUTES 7.1 Dispute Resolution. If a dispute or complaint (Dispute) arises concerning this Agreement, CONSULT ANT and CLIENT will use their best efforts to negotiate a resolution of the Dispute, including the use of alternative dispute resolution options. SECTION 8. DELAY OR SUSPENSION OF WORK 8.1 Convenience of CLIENT. CLIENT 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 CLIENT may determine to be appropriate for the convenience of CLIENT. 8.2 Adjustment for Delay or Suspension of Work. If the performance of all or any part of the CONSULTANT's services is suspended, de~ayed, or interrupted for the convenience of CLIENT, an appropriate extension of time and compensation for the affected Task Order shall be made, and the Task Order modified in writing accordingly. In the event CONSULTANT is delayed in perfonnance of Services by any act or neglect of CLIENT, the CLIENT, or anyone· .for whom CLIENT is responsible or by Acts of God, strikes, lockouts, accidents, or other events beyond the control of CONSULTANT, then CONSULTANT's compensation and work schedule for the affected Task Order shall be equitably adjusted in writing. In the event delays to the Task Order work is encountered for any reason, the parties agree to undertake reasonable steps to mitigate the effect of such delays. SECTION 9. TERMINA TION OF AGREEMENT 9.1 Written Notice. This Agreement may be terminated for convenience with 30 calendar days written notice or for cause if either party fails substantially to perform through no  fault of the other and does not commence correction of such nonperformance within 5 calendar days of written notice and diligently complete the correction thereafter. 9.2 Adjustment for Services Perfonned. In the event that this Agreement is- ter:.minated by either CLIENT or the CONSULTANT, the CONSULTANT shall be comperlsated for all services satisfactorily performed to the- date of tennination including reimbursable expenses, then due, and subcontractor tennination costs. Such compensation shall be based on the arrangement set forth in each Task Order, unless otherwise agreed. SECTION 10. INSURANCE 10.1 CONSULTANT's Coverage. Prior to commencing work, the CONSULTANT shall obtain and maintain in effect for the duration of this Agreement at its own cost and expense the following insurance with insurance companies licensed in the State of Florida and shall provide certificates evidencing such insurance, including coverage for contractual liability, to CLIENT in a fonn acceptable to CLIENT. Insurance carriers for General Liability and Motor Vehicle Liability shall be A+ rated by AM Best Company, and insurance carriers for Professional Liability shall be A rated by AM Best Company. All insurance carriers shall have a financial size of X or higher. 10.2 Additional Insured. The CONSULTANT's policies or certificates for general and motor vehicle liability insurance shall name the CLIENT as an Additional Insured. 10.3 Certificate of Insurance. All policies or certificates therefore, shall provide that 30 days prior to cancellation or material change in the policies, notice of same shall be given to CLIENT by certified mail, return receipt requested, for all policies so affected. 10.4 Minimum Coverage. The minimum required coverage is the following: 10.4.1 Worker's Compensation and Employer's Liability. Worker's Compensation in compliance with the statutory requirements of the State and Employer's Liability in compliance with the statutory requirements of the State. 10.4.2 General Liability. Comprehensive generalliability insurance covering operations, completed -operations, co~tractual agreements, and independent contractors, each with minimum limits of liability as set forth below, issued to and covering the liability of the OCNSULT ANT with respect to all work perfonned by the CONSULT ANT under this Agreement. Bodily Injury, including death: $1,000,000 each person $1,000,000 each accident Property Damage: $500,000 each accident 10.4.3 Motor Vehicle Liability. Motor vehicle liability insurance including all owned, hired, or non-owned vehicle equipment for minimum limits of:  Bodily Injury, including death: $1,000,000 each person $1,000,000 each accident Property Damage: $500,000 each accident 10.4.4 Professional Liability. Professional liability insurance in an amount of at least $1,000,000 total limit of liability per claim and aggregate. SECTION 11. GENERAL PROVISIONS 11.1 Indemnification. CONSULT AtW to the fullest extent permitted by law, shall indemnifY and hold hannless the CLIENT, its officers and employees for any claims, damages, losses, and costs, including but not limited to, reasonable attorney's fees and litigation costs, arising out of claims by third parties for property damage or bodily injury, including death, to the proportionate extent caused by the negligence or willful misconduct of CONSULTANT, CONSULTANT's employees, affiliated corporations, and subcontractors in connection with Services performed under Task Orders issued hereunder. 11.2 Successors. This Agreement is binding on the successors and assigns of CLIENT and CONSULTANT. The Agreement may not be assigned in whole or in part to any third parties without the written consent of both CLIENT and CONSULT ANT. 11.3 Independent Contractor. CONSULTANT represents that it is an independent contractor and is not an employee of CLIENT and CONSULTANT shall be solely responsible for withholding of all taxes, social security and insurance payments for its employees or agents. 11.4 Interpretation. Interpretation and enforcement of this Agreement shall be in accordance with the laws of the State of Florida 11.5 Notices. Written notices may be delivered in person or by certified mail, or by facsimile, or by courier. All notices shall be effective upon the date of receipt by the party. Notices shall be delivered or sent to the designated representative of the other party at the address given on the last page of this Agreement. An address may only be changed by written notice. 11.6 Entire Agreement. This Agreement, including any Task Orders, schedules, attachments and referenced documents, is the entire agreement between CLIENT and the CONSULTANT. Any prior or contemporaneous agreements, promises, negotiations or representations not expressly stated herein are of no force and effect. Any changes to this Agreement shall be in writing and signed by CLIENT and CONSULTANT. 11.7 Waivers and Severability. Unless otherwise specified in this Agreement, a waiver or breach of any term, condition, or covenant by a party shall not constitute a waiver or  breach of any other term, condition or covenant. If any court of competent jurisdiction ._ declares a provision of this Agreement invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effecL · Limitations of liability, indemnities, and other express representations shall survive termination of this Agreement for any cause. 11.8 Covenants. 11.8.1 The standard of care applicable to CONSULTANT's consultrng or related services will be the degree of skill and diligence normally employed by professional consultants performing the same or similar services at the time said ' services are performed. CONSULTANT will re-perform any consulting or related services not meeting this standard without additional compensation. CONSULTANT represents that it has or will secure at its own expense all necessary personnel and equipment required to perform the services required by Task Orders to this Agreement, unless modified by the Task Order. Such personnel shall not be employees of, or have a contractual relationship with the CLIENT. CONSULTANT shall be solely responsible for adequate management and supervision of its employees, agents, and its subcontractors, the means, methods and techniques of performing its services and the technical accuracy and adequacy of reports of analysis and other deliverables required under the Task Order and this Agreement. 11.8.2 CONSULTANT warrants that it will perform its services in accordance with and comply with applicable Federal, State and local laws, ordinances, and regulations, including but not limited to, applicable provisions of the Federal Clean Air Act, as amended and the Federal Occupational Health and Safety Act, as amended at the time said services are performed. 11.9 Lower-Tier Subcontracts. CONSULTANT warrants that it will not subcontract any portion of the services to be performed under this Agreement or any Task Order(s) without the prior written consent of CLIENT, which consent may be withheld at CLIENT's sole discretion. CONSULTANT warrants that it will bind all approved, lower-tier subcontractors to the provisions of this Agreement. However, neither this Agreement, nor any lower-tier subcontracts will create any contractual relationship between any lower-tier subcontractor and CLIENT, nor shall CLIENT have any liability to any lower-tier subcontr;3.ctor. The CONSULT ANT shall be solely responsible for the satisfactory performance of services subcontracted by the CONSULTANT. 11.10 Confidentiality. CONSULTANT warrants that it will not disclose and will hold confidential all technical data or other information furnished to CONSULTANT by CLIENT, or reviewed or generated by CONSULT ANT, including without limitation, all data reports, opinions, conclusions, or recommendations prepared by CONSULTANT. 11.10.1 Notwithstanding the foregoing, CONSULTANT shall not be obligated to maintain confidentiality of any such information if (1) its disclosure is required by applicable law or regulation; (2) its disclosure is ordered by a court of competent jurisdiction or other governmental order or directive; (3) CLIENT consents in writing; (4)  the infonnation is/or becomes part of the public domain through no fault or negligence of CONSULTANT; or (5) CONSULTANT lawfully possessed the information prior to receipt from CLIENT, provided however in the event the CONSULTANT shall be so required to disclose any such infonnation pursuant t~ (1) or (2) above, CONSULTANT shall prior to disclosure give notice to CLIENT, who shaJI have the right, at its own expense, to interpose all objections it may have to the disclosure of the information. 11.11 Conflict of Interest. Upon receipt of each Task Order and its· understanding of the Project, the CONSULTANT shall determine if a conflict of interest exists. Accordingly, CONSULTANT warrants that it and its employees do not have, nor shall they acquire any interest, direct or indirect, which would constitute a conflict of interest in the perfonnance of the services required under this Agreement and any authorized