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2019-145
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Last modified
12/27/2019 2:16:12 PM
Creation date
10/17/2019 11:27:16 AM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
09/10/2019
Control Number
2019-145
Agenda Item Number
8.U.
Entity Name
Witt O’Brien’s, LLC
Subject
FEMA Public Assistance Consulting Services, RFP 2019060
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DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7 <br />10.3 LIMITATION OF LIABIUTY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY, <br />PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND. EXCEPT FOR INDEMNITY <br />OBLIGATIONS AND CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY, EACH PARTY'S LIABILITY FOR <br />ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED, <br />IN THE AGGREGATE, THE FEES ACTUALLY PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT. <br />10.4 APPLICATION OF INDEMNITIES AND LIMITATIONS OF UABILITY. ALL INDEMNITIES AND <br />LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF CAUSE AND <br />NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE OR <br />GROSS), BREACH OF DUTY (WHETHER STATUTORY, CONTRACTUAL OR OTHERWISE) OR OTHER FAULT OR <br />STRICT LIABILITY OF ANY PARTY (INCLUDING ANY INDEMNIFIED PARTY), AND SHALL APPLY IRRESPECTIVE <br />OF ANY CLAIM IN TORT, UNDER CONTRACT OR OTHERWISE AT LAW. <br />11. Acceptance. Client shall have ten (10) days from the date each deliverable is made to Client to reject <br />all or part of each Deliverable. Each Deliverable, to the extent not rejected in writing by Client, shall be <br />deemed accepted. <br />12. Payment Terms. Invoices will be submitted to finance@ircgov.com with a copy to <br />kdaniels@irceov.com and may be submitted every 15 days, or in the alternative every 30 days, and <br />payment is due Net 30 days after receipt of such invoice. Invoices for out of pocket expenses may be <br />submitted every 15 days and payment is due Net 30 days after receipt of the invoice. Timely payment is a <br />material part of the consideration for the performance of the Services and will be subject to the Florida <br />Prompt Payment Act. Invoices are considered accepted by Client unless a written notice explaining <br />rejection of specific charges is provided to Consultant within ten (10) days from date submitted. A service <br />charge equivalent to 1.5% (per month) of invoice amount may be assessed by Consultant and will be paid <br />by Client for invoices aging beyond 30 days until invoice is paid in full. <br />13. Currency of Payment. Unless otherwise set forth in this Agreement, all payments shall be made in <br />United States Dollars ($US). Where exchange rates are involved, the rate of exchange between $US and <br />the other currency involved in the transaction shall be the rate of exchange as of the date of invoice. The <br />date of each invoice shall be clearly marked on each invoice. <br />14. Health & Safety. Client shall notify Consultant of any known or suspected hazards existing at any site <br />where the Services are to be provided, including but not limited to, hazardous waste, substances or <br />materials and underground utilities. <br />15. Conflict of Interest. The Client acknowledges that the Consultant provides similar services for a broad <br />range of other clients and agrees that Consultant shall be free to work for other clients in matters that do <br />not involve the use of any Confidential Information that has been disclosed by the Client under the terms <br />of this Agreement or do not directly relate to the specific Services provided by the Consultant to the Client <br />under this Agreement. <br />16. Force Majeure. Neither Party shall be responsible for any delay or failure in performance, other than <br />the obligation to make payments for work previously performed, to the extent that such delay or failure <br />was caused by a force majeure event including Act of God, war, civil disturbance, governmental action, <br />labor dispute unrelated to and without fault or negligence of the party claiming the force majeure event, <br />computer virus, or denial of access to the site or any other event beyond the reasonable control of the <br />claiming party. Performance under this Agreement shall resume promptly once the cause of delay or <br />failure ceases and an equitable adjustment shall be made to the price and/or schedule of the Services <br />including any mobilization or demobilization costs of Consultant. <br />17. Notice. Any notice given by either Party shall be in writing and shall be given by email with delivery <br />confirmation and registered or certified mail, return receipt requested, postage prepaid, or Federal <br />Express or DHL courier, shipped prepaid, addressed to the Parties at the addresses herein designated for <br />each Party or at such other addresses as they may hereafter designate in writing. <br />PSA w/ FEMA Clauses Page 3 of 13 <br />
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