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

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 repOlts 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 wr:itten 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. 8  11.10.1 Notwithstanding the foregoing, CONSULTANT shall not be obligated to maintain confidentiality of any such infonnation 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 information 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 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: 11.12.1 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. 11.12.2 CONSULTANT shall retain complete and accurate analytical and financial records of a.ll work performed pursuant to this Agreement for the longer of (1) the period of two years following completion of services under a Task Order; or (2) the minimum period specified by the Florida Department of State. 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. 11.13 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. 9 11.14 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: (1) an individual Task Order subject to the conflict, (b) this Agreement and (c) the Contract's terms and provisions. 11.15 Publicity. CONSULTANT shall not disclose the CLIENT's name or the nature of its services being provided under any Task Order, or engage in any other publicity or public media disclosures with respect to its services to be performed under this Agreement or under any Task Order without the prior writt~n consent of CLIENT. 11 .16 Representatives. 11.16.1 The authorized representative of the CLIENT shall be: Name: Dan Sambenedetto Title: GIS Manager Company: Okaloosa County Information Systems Department Address: 1804 Lewis Turner Blvd, Suite 402 Fort Walton Beach, FL 32547 Telephone: 850-651-7570 Fax: 850-651-7576 e-Mail: dsambenedetto@co.okaloosa.fl.us 11.16.2 The authorized representative for CONSULTANT shall be: Name: Kerry Christopher Title: President Company: SimWright, Inc. Address: 2053 Fountain Professional Court, Suite A Navarre, FL 32566 Telephone: (850) 748-5370 Fax: (850) 939-8718 e-Mail: keny.christopher@simwright.com 11.17 CONSULTANT's Personnel at Construction Site. 11.17.1 In the event the presence or duties of CONSULTANT's personnel is necessary pursuant to a Task Order at a construction site, whether as onsite representatives or otherwise, do not make CONSULTANT or CONSULTANT's personnel in any way responsible for those duties that belong to the CLIENT and/or the construction contractors or other entities, and do not relive the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in 10  accordance with the construction contract documents and any health or safety precautions required by such construction work. 11.17.2 CONSULTANT and CONSULTANT's personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions and have no duty for inspecting, noting, observing, correcting, or reporting on health or safety deficiencies of the construction contractor(s) or other entity or any other persons at the site except CONSULTANT's own personnel. 11.17.3 The presence of CONSULTANT's personnel at a construction site is for the purpose of providing to CLIENT a greater degree of confidence that the completed construction work will confonn generally to the construction documents and that the integrity of the design concept as reflected in the construction documents has been implemented and preserved by the construction contractor(s). CONSULTANT neither guarantees the perfonnance of the construction contractor(s) nor assumes responsibility for construction contractor' failure to perfonn work in accordance with the construction documents. SECTION 12. SPECIAL PROVISIONS, EXHIBITS AND SCHEDULE 12.1 This Agreement is subject to the following special provisions: 12.1.1 Opinions of Cost, Financial Considerations and Schedules. In providing opinions of cost, financial analyses, economic feasibility projections and schedules, CONSULTANT has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of perfonnance by operating personnel or third parties; and other economic and operational factors that may materially affect the ultimate cost or schedule. Therefore, CONSULT ANT makes no warranty that actual costs, financial aspects, economic feasibility, or schedules will not vary from CONSULTANT's opinions, analyses, projections, or estimates. CLIENT will employ an independent cost estimator, contractor, or other appropriate advisor if CLIENT requires greater assurance as to any element of cost, feasibility, or schedule. 12.1.2 Advertisements, Pennits and Access. Unless otherwise agreed to in the Task Order, CLIENT will obtain, arrange and pay for all advertisements for bids; pennits and licenses required by local, state or federal authorities; and land, easements, rights-of-way, and access necessary for CONSULTANT's services or Project construction. 12.1.3 CONSULTANT's Deliverables . CONSULTANT's deliverables, including record drawings, are limited to the sealed and signed hard copies. Computer­ 11  generated drawing files furnished by CONSULT ANT are for CLIENT's convenience. Any conclusions or information derived or obtained from these files will be at user's sole risk. 12.1.4 Legal Assistance. The Scope of Services in this