Okaloosa County BOCC — October 20, 2015 — DRMP LAPDesign Signed — reading text

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 CONSULTANT. 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 effect. Limitations of liability, indemnities, and other express representations shall survive termination of this Agreement for any cause. 12/23  TASK ORDER AGREEMENT FOR CONSULTANT SERVICES (LAP DESIGN CONTINUING SERVICES AGREEMENT) 11.8. Covenants. 11.8.1. The standard of care applicable to CONSULTANT's engineering or related services will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time said services are performed. CONSULTANT will re-perform any engineering 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 subcontractor. The CONSULTANT 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 CONSULTANT, 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 information 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 infor- mation pursuant to (1) or (2) above, CONSULTANT shall prior to disclosure, give notice to CLIENT, who shall 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 performance of the services required under this Agreement and any authorized Task Orders. A conflict of interest is defined to be any interest which in CLIENT's reasonable judgment has the affect or appearance of affecting CONSULTANT’s impartial performance of its services. 11.12. E-Verify. The Okaloosa County Board of County Commissioners actively supports the Immigration and Nationality Act (INA) which includes provisions addressing employment eligibility, employment 13/23  TASK ORDER AGREEMENT FOR CONSULTANT SERVICES (LAP DESIGN CONTINUING SERVICES AGREEMENT) verifications, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States (i.e., citizens and nationals of the U.S.) and aliens authorized to work in the U.S. The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verifications. The CONSULTANT shall establish appropriate procedures and controls so no services or products under the Contract Documents will be performed or manufactured by any worker who is not legally eligible to perform such services or employment. Okaloosa County reserves the right to request documentation showing compliance with the requirements. The CONSULTANT is required to use the Federal Government Department of Homeland Security’s website and use the E-Verify Employment Eligibility Verifications System to confirm eligibility of all employees to work in the United States. The CONSULTANT shall submit the attached Federal E-Verify Compliance Certification. 11.13. Public Entity Crime Information. Pursuant to Florida Statute 287.133, a respondent may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. 11.14. Drug Free Workplace Certification. The CONSULTANT shall submit the attached Drug-Free Workplace Certification. 11.15. Public Records Compliance. The CONSULTANT shall comply with all the provisions of section 119.071, Florida Statutes relating to the public records which requires, among other things, that the CONSULTANT: (a) Keep and maintain public records; (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the respondent upon termination of the contract. 11.16. General CONSULTANT Obligations. In addition to the specific scope(s) of service required under each authorized Task Order, CONSULTANT shall be responsible for the following: 11.16.1. CONSULTANT shall designate in writing a person to act as CONSULTANT's representative with respect to the services to be rendered under this Agreement and each Task Order. Such person shall have complete authority to receive instructions and information from CLIENT and interpret and define CONSULTANT's policies, specifications, and reports. 11.16.2. CONSULTANT shall retain complete and accurate analytical and financial records of all work performed pursuant to this Agreement for the longer of (1) the period of five years following completion of services under a Task Order; or (2) the minimum period specified by the Florida Department of State. Access by FHWA and the OIG for any contracts funded with federal funds is included. This record retention period may, upon notice to the CONSULTANT by CLIENT, be automatically extended during the course of any administrative or judicial action involving the CLIENT regarding matters to which the records are relevant. 11.17. No Third Party Beneficiary Rights. Nothing in this Agreement shall be interpreted or construed to give any rights or benefits to anyone other than the CONSULTANT, and CLIENT. Therefore, there are no third party beneficiaries of this Agreement. 14/23  TASK ORDER AGREEMENT FOR CONSULTANT SERVICES (LAP DESIGN CONTINUING SERVICES AGREEMENT) 11.18. Order of Precedence. In the event of conflict between provisions of this Agreement, the conflict or ambiguities shall be resolved by giving precedence as follows: (a) an individual Task Order subject to the conflict, (b) this Agreement, and (c) the Contract's terms and provisions. 11.19. Publicity. CONSULTANT shall