Okaloosa County BOCC — January 21, 2014 — Hatch Mott — reading text

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, judgements, 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 Agreernent. The COUNTY shall defend, indemnify, and hold the CONSULTANT and its respective directors, officers, agents, representatives, and employees harmless from suits, actions, claims, demands, judgements, 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. Alf insurance palicies 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 do 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 part of this contract. Page 9 of 20 13.5 13.6 13.7 13.8 13.9 13.10 The COUNTY reserves the right at any time to require the CONSULTANT to provide certified copies of any insurance policies to document the insurance coverage specified in this Agreement. The designation of CONSULTANT 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 Worker's Compensation coverage. 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 COUNTY Representative. All insurance contracts, except the Worker's Compensation and Professional Liability, shall list Okaloosa County as an Additional Insured. CONSULTANT shall provide the COUNTY current certificates of Insurance for all policies at least ten (10) days before commencing work. Worker's Compensation Insurance: The CONSULTANT shall secure and maintain during the life of this Agreement Worker's Compensation insurance for all employees employed including supervision, administration and management personnel. In case any wark is sublet with the approval of the COUNTY, the CONSULTANT shall require the Subcontractor to provide Worker’s Compensation insurance to all employees. Evidence of such insurance shall be furnished the COUNTY not less than ten (10) days prior to the commencement of any and all subcontracted work. Such insurance shali comply with the Florida Worker’s Compensation Law. Coverage shall include a waiver or subrogation clause in favor of Okaloosa County. Also, this endorsement must be indicated on all Certificates of Insurance. Business Automobile and Public Liability Insurance: The CONSULTANT shall maintain Business Automobile Liability insurance coverage throughout the life of this Agreement. The insurance shall include Owned, Non-Owned & Hired motor vehicle coverage. The CONSULTANT shall carry Public Liability insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. In addition to the required coverage above, Public Liability coverage shall include the following: a) On and Off Premises Operation Liability b) Personal Injury Liability Insurance c) Independent Contractor Liability d) Completed Operations and Products Liability Page 10 of 20 13.11 13,12 13.13 13.14 The CONSULTANT shall agree to maintain in force Commercial General Liability Insurance including Completed Operations and Products Liability coverage for at least two years following acceptance of the project by the COUNTY. All liability insurance (except Professional Liability), shall be written on an occurrence basis and shall not be written on a daim-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 a result of any claims or other reasons, the available limits of insurance reduce to less than those stated in the LIMITS OF LIABILITY, the CONSULTANT shall notify the County Representative in writing. The CONSULTANT 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 of Liability specified in this Agreement. Limits of Liability: The insurance required shall be written for not less than the following limits unless law requires higher amounts: COVERAGE LIMIT 1. Worker’s Compensation a. State Statutory b. Employer's 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 and Advertising Injury $250,000 Notice of Claims or Litigation: The CONSULTANT agrees to report any incident or claim that results from performance of this Agreement. With ten (10) days of the CONSULTANT'S knowledge, the County Representative shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third party, verbal notification shall be give the same day the CONSULTANT becomes aware of the incident or claim. A detailed written report is to be made within ten (10) days. Certificate of Insurance: All insurance shall include the interest of all entities named in and its respective agents, consultants, servants and employees of each and all other interests as may be reasonably required by Okaloosa County as Additional Insured. The coverage afforded the Additional Insureds under this policy shall be primary insurance. If the Additional Insureds have other insurance that is applicable to the loss, such other insurance Page 11 of 20 13.15 13.16 13.17 13.18 shall be on an excess or contingent basis. The amount of the company’s liability under this policy shall not be reduced by the existence of such other insurance. Certificates of insurance, in duplicate, indicating the job site and evidencing all required coverage must be submitted to and approved by Okaloosa County prior to the commencement of any work. The certificate holder(s) shall be as follows: Okaloosa County Board of County Commissioners 602-C North Pearl Street Crestview, Florida 32536 All policies and the Certificates of Insurance shall expressly require 30 days written notice to Okaloosa County at the address set out above, or the cancellations or material alterations of such policies. All certificates shall be subject to Okaloosa County's approval of adequacy of protection and the satisfactory character of the Insurer. The Certificates of Insurance shall disclose any and all deductibles or self-insured detentions (SIRs). Deductibles or SIRs in excess of $10,000 will not be accepted unless specifically approved in writing by Okaloosa County. All deductibles or SIRs whether approved by Okaloosa County or not, shall be the CONSULTANT’s full responsibility. In particular, the CONSULTANT shall afford full coverage as specified herein to entities listed as Additional Insureds. In no way will the entities listed as Additional Insureds be responsible for, pay for, be damaged by, or limited to coverage required by this schedule due to the existence ofa deductible or SIR. Specific written approval from Okaloosa County will only be provided upon demonstration that the CONSULTANT has the financial capability and funds necessary to cover the responsibilities incurred as a result of the deductible or SIR. In the event of failure of the CONSULTANT to furnish and maintain said insurance and to furnish satisfactory evidence thereof, Okaloosa County shall have the right (but not the obligation) to take out and maintain insurance on the project. All costs for the coverage will be paid by CONSULTANT upon presentation of a bill. General Terms: Any type of insurance or increase of limits of liability not described above which the CONSULTANT required for its own protection or on account of statute shall be its own responsibility and at its own expense. The carrying of the insurance described shall in no way be interpreted as relieving the CONSULTANT of any responsibility under this contract. Should the CONSULTANT engage a subcontractor or sub-subcontractor, the same conditions will apply under this agreement to each sub contractor and sub-subcontractor. The CONSULTANT hereby waives all rights of subrogation against Okaloosa County and its consultants and other indemnities of the CONSULTANT under all the foregoing policies of insurance. Umbrella Insurance: The CONSULTANT shall have the right to meet the liability insurance requirements with the purchase of an umbrella insurance policy. In all instances, the Page 12 of 20 combination of primary and umbrella liability coverage must equal or exceed the minimum liability insurance limits stated in this agreement. ARTICLE 14: CONTROLLING LAW/DISPUTE COSTS 14.1 14.2 14.3 14.4 14.5 This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto shall be governed by, interpreted, construed, and enforced in accordance with the