Okaloosa County BOCC — February 17, 2015 — SimWrightContract 02 03 15 — reading text

Agreement will be based on either a lump sum amount basis, or on CONSULTANT's Rates, included 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. All material pricing is at fair market value in accordance with industry standards unless otherwise stated above or negotiated via contract. 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 CONSULTANT 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: 4  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 CONSULTANT 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 shan 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 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 CONSULT ANT 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, delayed, 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 performance 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 CONSULT ANT, 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 5  for any reason, the parties agree to undertake reasonable steps to mitigate the effect of such delays. SECTION 9. TERt\1INATION 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 nonperfonnance 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 telminated by either CLIENT or the CONSULTANT, the CONSULT ANT shall be compensated for all services satisfactorily perfonned to the date of tennination including reimbursable expenses, then due, and subcontractor termination 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. All insurance carriers shall be licensed to do business in the State of Florida. 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. lOA Minimum Coverage. The minimum required coverage is the following : 10A.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. J OA .2 General Liability. Comprehensive general liability insurance covering operations, completed operations, contractual agreements, and independent contractors, each with minimum limits of liability as set forth below, issued to and covering the liability of the CONSULTANT with respect to all work perfonned by the CONSULTANT under this Agreement: Bodily Injury, including death: $1,000,000 each person 6  $1,000,000 each accident Property Damage: $500,000 each accident SECTION 11. GENERAL PROVISIONS 11.1 Indemnification. CONSULTANT to the fullest extent permitted by law, shall indemnify and hold harmless 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 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 Intemretation. 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. 7 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. 11.8 Covenants. I1.S.1 The standard of care applicable to CONSULTANT's consulting 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