Okaloosa County BOCC — March 4, 2014 — Emergency Agreement for Beach Cleaning Services — reading text

NOTICE TO PROCEED DATE: TO: PROJECT: You are hereby notified to commence WORK in accordance with the Agreement dated You are required to return an acknowledged copy of this NOTICE TO PROCEED to the OWNER: Okaloosa County Administrator’s Office, Attention: Rick Owen, 1804 Lewis Turner Blvd., Fort Walton Beach, FL 32548. OKALOOSA COUNTY BOARD OF COUNTY COMMISSIONERS ow BY: Bo tl 2/2 Ernie Padgett “ TITLE: County Administrator ACCEPTANCE OF NOTICE Receipt of the above NOTICE TO PROCEED is hereby acknowledged. Company Name This the day of , 2014 Signature By: Type or Print Name Title: EMERGENCY AGREEMENT FOR BEACH CLEANING SERVICES This Emergency Agreement made and entered into this _ day of February, 2014, by and between Okaloosa County, Florida, a political subdivision of the State of Florida (“County”), and Sandman, LLC (“Contractor”) for the emergency provision of beach cleaning services as more particularly set forth herein. ARTICLE I: EMERGENCY PURCHASE. 1.1 Pursuant to Section H. of the County’s Purchasing Manual, the County hereby enters into this Emergency Agreement for the provision of beach cleaning services. A summary of action taken at the February 18, 2014, Board of County Commissioners’ (“Board”) meeting is attached as EXHIBIT B and incorporated by reference. In addition, attached is a letter from the Tourist Development Department Director requesting the procurement of beach cleaning services through the emergency purchase provision of the County’s Purchasing Manual. The letter is attached as EXHIBIT C and incorporated by reference. 1.2 This Emergency Agreement is subject to ratification by the Board at its next regularly scheduled meeting. In the event this Emergency Agreement is not ratified by the Board at its next regularly scheduled meeting, it shall be terminated immediately thereof. If this Emergency Agreement is so terminated, the CONTRACTOR shall be paid for all services provided on or prior to the termination date. However, the CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from the termination. ARTICLE IT: SCOPE OF SERVICES. The CONTRACTOR shall clean certain areas of the beach, provide beach repairs and hazard management services in accordance with the Scope of Services set forth in EXHIBIT A attached hereto and incorporated by reference. ARTICLE II: COMPENSATION AND INVOICES 3.1. The COUNTY shall pay the CONTRACTOR for full and timely performance of its obligations hereunder as set forth in EXHIBIT A attached hereto and incorporated by reference. Such compensation shall be paid in two installments upon full and timely completion of services for the prior month. 3.2 It is mutually agreed and understood that payments to the CONTRACTOR for approved expenditures shall be made only upon submission to the COUNTY of itemized copies or original invoices. All statements or invoices for fees for services rendered submitted by the CONTRACTOR to the COUNTY shall be submitted in detail sufficient for proper pre-audit and post-audit thereof to insure that the work performed, expense incurred, or service rendered actually took place, was properly authorized and that the correct amount has been charged. Invoices submitted by the CONTRACTOR for services performed under this Emergency Agreement shall be itemized such that the description of services performed is consistent with the description included in the scope of services attached hereto as EXHIBIT A. 3.3. No invoice will be processed without the executed task order, purchase order or contract/lease payment approval form, as applicable, approved by the respective County official(s). No invoice for expenditures will be approved unless a copy of the actual invoice from the vendor accompanies the invoice reflecting the acquisition of goods/services. 3.4 In the event a portion of an invoice submitted to the COUNTY for payment to the CONTRACTOR, as specified above, is disputed, payment for the disputed amount may be withheld pending resolution of the dispute, and the remainder of the invoice(s) will be processed for payment without regard to that portion which is in dispute. ARTICLE IV: INDEPENDENT CONTRACTOR 4.1 It is mutually agreed that the CONTRACTOR is and shall remain an independent contractor and is not an employee or agent of the COUNTY. 4.2 The CONTRACTOR agrees to exercise its best judgment in providing the services under this Emergency Agreement. However, nothing contained herein shall be deemed to obligate the COUNTY to indemnify the CONTRACTOR against any loss or damage which the CONTRACTOR may incur as a result of any claim, suit or proceeding made or brought against the CONTRACTOR based upon any services provided by the CONTRACTOR for the COUNTY. ARTICLE V: TERM. This Emergency Agreement shall be effective immediately upon its full execution and shall terminate on April 30, 2014. ARTICLE VI: CONTRACTOR REQUIREMENTS AND CERTIFICATIONS 6.1 The CONTRACTOR certifies that it has received and reviewed the COUNTY’s Contracts and Leases Policies and Procedures Manual, Purchasing Manual and Tourist Development Operations and Procedures Manual, and agrees to conform to the requirements of these policies. A violation of any COUNTY policy relating to the purchasing of services or the administration of this Emergency Agreement as required by the COUNTY policies shall be deemed a material breach of this Emergency Agreement. 6.2. The CONTRACTOR certifies that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of executing this Emergency Agreement. The compensation amount and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. CONTRACTOR represents that it has furnished a Public Entity Crimes Affidavit pursuant to Section 287.133, Florida Statutes. 6.3. In connection with the services to be performed under this Emergency Agreement, CONTRACTOR agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity statutes and regulations. ARTICLE VII: AVAILABILITY OF CONTRACTOR RECORDS. The CONTRACTOR shall maintain records, books, documents, papers and financial information pertaining to work performed under this Emergency Agreement. The COUNTY upon reasonable request and notice, will have, during regular business hours, access to and the right to review and obtain copies of any and all information and documents pertinent to work performed under the Emergency Agreement at any time during the term of this Emergency Agreement. The CONTRACTOR agrees that the COUNTY, or any of its duly authorized representatives shall, upon reasonable request and notice, until expiration of one (1) year after final payment under this Emergency Agreement have access to, during regular business hours, and the right to examine any pertinent books, documents, papers, and records of the CONTRACTOR involving transactions related to this Emergency Agreement. In the event that such audit is in progress at the expiration of the aforementioned one (1) year period, access to and right to examine will continue until completion of such audit. ARTICLE VII: GENERAL INSURANCE REQUIREMENTS. 8.1. The CONTRACTOR shall not commence any work in connection with this Emergency Agreement until it has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management Officer. 8.2 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 A. M. Best & Co., Inc. 8.3. The COUNTY shall retain the right to reject all insurance contracts that do not meet the requirement of this Emergency Agreement. 8.4 The insurance definition of Insured or Additional Insured shall include Subcontractor, Sub-subcontractor, and any associated or subsidiary companies of the CONTRACTOR, which are perform any services under this Emergency Agreement. 8.5 The COUNTY reserves the right at any time to require the CONTRACTOR to provide certified copies of any insurance policies to document the insurance coverage specified in this Emergency Agreement. 8.6 The designation of CONTRACTOR 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 Workers' Compensation coverage. 8.7. The CONTRACTOR agrees to notify the COUNTY of any 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 Okaloosa County Risk Management Officer. 8.8 All insurance contracts, except the Workers' Compensation shall list the COUNTY as an Additional Insured. CONTRACTOR shall provide the COUNTY current Certificates of Insurance for all policies at least ten (10) days before commencing work. ARTICLE IX: WORKERS’ COMPENSATION 9.1 The CONTRACTOR shall secure and maintain during the term of this Emergency Agreement Workers' Compensation insurance for all employees including supervision, administration and management personnel. In case any services under this Emergency Agreement are sublet with the approval of the COUNTY, the CONTRACTOR shall require the subcontractor to provide Workers' Compensation insurance for all its employees. Evidence of such insurance shall be furnished to the COUNTY not less than ten (10) days prior to the commencement of any and all subcontracted work. 9.2 Such insurance shall comply with the Florida Workers' Compensation Law. 9.3 Coverage shall include a waiver or subrogation clause in favor of the COUNTY. Also, this endorsement must be indicated on all Certificates of Insurance. 94 The COUNTY is not liable for Social Security contributions pursuant to Section 418, U.S. Code, relative to the compensation of the CONTRACTOR during the period of this Emergency Agreement. The CONTRACTOR shall procure, pay for, and maintain Workers’ Compensation insurance as required by law. The CONTRACTOR is solely responsible for any claims made by its employees under the Fair Labor Standards Act. ARTICLE X: BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY 10.1 The CONTRACTOR shall maintain Business Automobile Liability insurance coverage throughout the term of this Emergency Agreement and any extension hereto. The insurance shall include Owned, Non-Owned & Hired motor vehicle coverage. 10.2. The CONTRACTOR shall carry other Commercial General Liability insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. Such coverage shall include both On and Off Premises Operations, Contractual Liability, Board Form Property Damage and Professional Liability. 10.3. Commercial General Liability coverage shall be endorsed to include the following: a) On and Off Premises Operation Liability b) Occurrence Bodily Injury and Property Damage Liability c) Independent Contractor Liability d) Completed Operations and Products Liability 10.4 The CONTRACTOR shall agree to maintain in force Commercial General Liability Insurance including Completed Operations and Products Liability coverage for at least two (2) years following acceptance of the project by the COUNTY. 10.5 All liability insurance shall be written on an occurrence basis and shall not be written on a claim-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 Emergency Agreement. If, as the result of any claims or other reasons, the available limits of insurance reduce to less than