Okaloosa County BOCC — September 3, 2013 — reading text

death or injury of two or more persons in a single accident, including liability to any employees engaged in operation of the vehicle(s), and $50,000 for property damage. Comprehensive and collision coverage will be obtained for the full value of each vehicle, less normal deductible which shall be borne by the lessee. Current value of equipment leased under this agreement is as specified in Exhibit A. Okaloosa County reserves the right during the term of this contract to request actual certified copies of insurance contracts to support any Certificates of Insurance. At any time that the insurance coverage is unacceptable to Okaloosa County, the Okaloosa County Board of County Commissioners reserves the right to terminate this contractual agreement. - 10 - Packet Pg. 237 B. Coverage shall be written by an insurer licensed to do business in the State of Florida. All liability and physical damage coverage (comprehensive/collision) shall list Okaloosa County, the owner/lessor, as an Additional Insured. All policies shall be written so that Okaloosa County is notified of cancellation or restrictive amendments at least thirty (30) days prior to the effective date of such cancellation or amendment. Any notice shall be mailed directly to Okaloosa County Purchasing Department, 602 North Pearl Street, Crestview, FL 32536. C. To the fullest extent permitted by law, OCT shall indemnify and hold harmless the County, its officers, and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness or intentional wrongful conduct of OCT and other persons employed or utilized by OCT in the performance of the Agreement. The provisions of this section shall survive the expiration or earlier termination of this Agreement. D. Workers Compensation Insurance: 1. OCT shall secure and maintain during the life of this agreement, Workers Compensation insurance for all employees employed including supervision, administration and management personnel. If any work is sublet with the approval of Okaloosa County, OCT shall require the Subcontractor to provide Workers Compensation insurance for all employees and such evidence of insurance shall be furnished to Okaloosa County not less than ten days prior to the commencement of any and all sub-contractual agreements. Such insurance shall comply with the Florida Workers Compensation Law. 2. The Workers Compensation insurance shall be written with statutory limits of liability. In addition, the coverage shall include Employers Liability coverage with minimum liability limits of $1,000,000 per accident or disease. 3. Coverage shall include a waiver of subrogation clause in favor of Okaloosa County. Also, this endorsement must be indicated on the Certificate of Insurance. E. Notice of Claims or Litigation OCT shall report any incident or claim that results from performance of this Agreement to Okaloosa County. Within ten days of OCT's knowledge, Okaloosa County 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 given the same day OCT becomes aware of the incident or claim. A detailed written report is to be made within ten days. - 11 - Packet Pg. 238 v. Monitoring and Audits The administration of funds awarded by Okaloosa County to OCT may be subject to audits and/or monitoring by Okaloosa County, as described in this section. A. MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Florida Single Audit, as revised (see "Audits" below), monitoring procedures may include, but not be limited to, on-site visits by the recipient's staff, limited scope audits as defined by OMB Circular A-133, as revised and/or other procedures. By entering into this agreement, the subrecipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the recipient. In the event the recipient determines that a limited scope audit of the subrecipient is appropriate, the subrecipient agrees to comply with any additional instructions provided by the recipient to the subrecipient regarding such audit. The subrecipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Comptroller or Auditor General. B. AUDITS PART I: STATEFUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes. 1. In the event that the subrecipient expends a total amount of State awards (i.e., State financial assistance provided to the recipient to carry out a State project) equal to or in excess of $300,000 in any fiscal year of such recipient, the recipient must have a State single or project- specific audit for such fiscal year in accordance with Section 215.97,Florida Statutes; applicable rules of the Executive Office of the Governor and the Comptroller, an Chapter 10.600, Rules of the Auditor General. EXIDBIT 1 to this agreement indicates State funds awarded through the recipient by this agreement. In determining the State awards expended in its fiscal year, the recipient shall consider all sources of State awards, including State funds received from the recipient, except that State awards received by a nonstate entity for Federal program matching requirements shall be excluded from consideration. 2. In connection with the audit requirements addressed in Part I, paragraph 1, the subrecipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapter 10.600, Rules of the Auditor General. - 12 - Packet Pg. 239  3. If the subrecipient expends less than $300,000 in State awards in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the subrecipient expends less than $300,000 in State awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from non-State funds (i.e., the cost of such an audit must be paid from subrecipient funds obtained from other than State entities). (NOTE: The web site for the Florida Single Audit Act is located at http://sun6.dms.state.fl.us/fsaa/rules.htm). PART IT: REPORT SUBMISSION Copies of audit reports for audits conducted as required by PART I of this agreement shall be submitted to the recipient no later than 30 days from date of issue to the following address: Brenda L. Bailey Contracts & Grants Manager 1250 North Eglin Parkway, Suite C112 Shalimar, FL 32579 VI. Termination Failure to meet the requirements or obligations set forth in this Contract, and performance requirements established and monitored by the Coordinating Board in the approved Transportation Disadvantaged Service Plan shall be due cause for non-payment of reimbursement invoices until such deficiencies have been addressed or corrected to the satisfaction of the County. In the event of any violation, default or failure to perform as provided for herein, by either party, written notice shall be given setting forth the alleged violation, default or failure, which shall be corrected within a mutually agreed upon time, not to exceed thirty (30) days in any event, after the receipt of notice. In the event of such violation, default or failure is not corrected, the other party may cancel this contract for cause effective at the time provided for in a written notice of cancellation. Cancellation of this contract under these conditions shall not be a waiver of any other rights which said party may have for damages, specific performance, or such other relief, legal or equitable, for which such party may otherwise have a cause of action. A. Termination Conditions: 1. Termination at Will - This Contract may be terminated by either party upon no less - 13 - Packet Pg. 240  than thirty (30) days notice, without cause. Said notice shall be delivered by certified mail, return receipt required, or in person with proof of delivery. 2. Termination due to Lack of Designation - In the event that the County as Coordinator, so designated by the local Coordinating Board and approved by the Commission, loses its designation, this contract is terminated immediately upon notification to OCT. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. 3. Termination due to Disapproval of Memorandum of Agreement - In the event that the Commission does not accept and approve any contracted transportation rates listed within the Memorandum of Agreement, this Contract is terminated immediately upon notification to OCT. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. 4. Termination due to Lack of Funds - In the event funds to finance this contract become unavailable, the County may terminate the contract with no less than twenty-four (24) hours written notice to OCT. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. The County shall be the final authority as to the availability of funds. 5. Termination for Breach - Unless OCT's breach is waived by the County in writing, the County may, by written notice to OCT, terminate this Contract upon no less than twenty-four (24) hours notice. Notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. Waiver by the County of breach of any provision of this Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Contract, and shall not act as a waiver or estoppel to