26-023_Standard_Construction_Contract_with_Engineer.pdf

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STANDARD CONSTRUCTION BID AGREEMENT

Gateway Logistics Center- County Earthwork Package, ITB 26-023

Project #

THIS AGREEMENT is dated as of the ___ day of ___________in the year 2026 by and between Santa Rosa County, a political subdivision of the state of Florida (“County”), located at 6495 Caroline Street, Milton, Florida 32570, and ____________________( “Contractor”), whose principal place of business is at _______________whose Federal I.D.

number is ________, in connection with Santa Rosa County’s Invitation to Bid No. 26-023 and the described work set forth therein.

County and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:

Article 1 - WORK

Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows:

The Contractor shall complete site development improvements for Santa Rosa County, consisting of two construction phases. Phase 1 includes construction of a wet stormwater detention pond, outfall control structures, and associated earthwork to prepare the site for future warehouse development under a private lease; Phase 2, if awarded as a bid alternate, includes similar improvements to support the future construction of Buildings 3 and 4.

Article 2 - ENGINEER The Project has been designed by North Moffatt & Nichol, who is hereinafter called Engineer and who is to act as County's representative, assume all duties and responsibilities and have the rights and authority assigned to Engineer in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents.

Article 3 - CONTRACT TIMES

3.1 The Work will be substantially completed within 120

calendar days after the date when the Contract Times commence to run and completed and ready for final payment within 150 calendar days after the date when the Contract Times commence to run.

3.2 Liquidated Damages. County and Contractor

recognize that time is of the essence of this Agreement and that County will suffer financial loss if the Work is not completed within the times specified in paragraph

3.1 above, plus any extensions thereof allowed by the County. They also recognize the delays, expense and difficulties involved in proving the actual loss suffered by County if the Work is not completed on time.

Accordingly, instead of requiring of such proof, County and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay County the amount specified in Paragraph 3.3. for each day that expires after the time specified in paragraph 3.1 for Substantial Completion until the Work is substantially complete. After Substantial Completion, if Contractor shall neglect, refuse, or fail to complete the remaining Work within the time specified in paragraph 3.1 for completion and readiness for final payment or any proper extension thereof granted by County, Contractor shall pay County the amount specified in Paragraph 3.3.

for each day that expires after the time specified in paragraph 3.1 for completion and readiness for final payment. The Contractor hereby expressly waives and relinquishes any right which it may have to seek to characterize the liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of the County’s actual damages at the time of contracting if the Contractor fails to substantially complete the Work in a timely manner.

3.3 Liquidated Damages are based upon the original

contract amount, as established by Santa Rosa County.

Liquidated damages, based upon the original contract amount of _______ will be $2,667 per calendar day.

LIQUIDATED DAMAGES SCHEDULE

Phase 1 Begin Date Notice to Proceed Consecutive Calendar Days to Completion

Liquidated Damages $2,667

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Article 4 - CONTRACT PRICE County shall pay Contractor for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the established unit price for each separately identified item of Unit Price Work times the estimated quantity of that item as indicated in the Bid Schedule submitted in the Bid Form.

The cost of this project is $__________ as per the attached Contractor bid.

Estimated quantities are not guaranteed, and determinations of actual quantities and classification are to be made by Engineer.

Article 5 - PAYMENT PROCEDURES Contractor shall submit Application for Payment in accordance with Contract. Applications for Payment will be processed by Engineer as provided in the contract.

5.1 Progress Payments; Retainage. County shall

make progress payments on account of the Contract Price on the basis of Contractor's Applications for Payment as recommended by Engineer, on or about the fifteenth (15th) day of each month during construction as provided in paragraph 5.1.1. All such payments will be measured based on the number of units completed.

Payments to the Contractor shall in no way imply approval or acceptance of Contractor’s work.

5.1.1 Contractor may be paid 95% of Work completed

(with the balance being retainage), less the aggregate of payments previously made and less such amounts as Engineer shall determine, or County may withhold.

Contractor may be paid 95% (with the balance being retainage) of materials and equipment not incorporated in the Work (but delivered, suitably stored and accompanied by documentation satisfactory to County).

5.1.2 Retainage requirements may be changed to

reflect a proposed change to state regulatory statutes.

5.2 Final Payment. Upon final completion and

acceptance of the Work, County shall pay the remainder of the Contract Price as recommended by Engineer.

Contractor’s acceptance of final payment shall constitute a full waiver of any and all claims by Contractor against the County arising out of this Agreement or otherwise relating to the Project, except those previously made in writing and identified by Contractor as unsettled at the time of the final Application for Payment. Neither the acceptance of the Work nor payment by the County shall be deemed to be a waiver of the County’s right to enforce any obligations of the Contractor hereunder or to the recovery of damages for defective Work not discovered by the Engineer or the County at the time of final inspection.

5.3 Payments Withheld. The Engineer or the County

may decline to approve any Applications for Payment, or portions thereof, because of subsequently discovered evidence or subsequent inspections. The Engineer or the County may nullify the whole or any part of any inspections. The Engineer or the County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due Contractor under this Agreement or any other agreement between the County and the Contractor, to such extent as may be necessary in the County’s opinion to protect it from loss because of: Defective Work not remedied; Third party claims filed or reasonable evidence indicating probable filing of such claims; Failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; Reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; Reasonable indication that the Work will not be completed within the Contract Time;

Unsatisfactory prosecution of the Work by the Contractor; Failure to provide accurate and current “As- Builts”; or Any other material breach of the Contract Documents.

5.3.1 If these conditions in Subsection 5.3.1 are not

remedied or removed, the County may after three (3) days written notice, rectify the same at Contractor’s expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of his Agreement or any other agreement between Contractor and the County.

Article 6 - CONTRACTOR'S REPRESENTATIONS In order to induce County to enter into this Agreement Contractor makes the following representations:

6.1 Contractor has examined and carefully studied

the Contract Documents (including the Addenda listed in Article 7) and the other related data identified in the Project Documents including "technical data."

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6.2 Contractor has visited the site and become

familiar with and is satisfied as to the general, local, and site conditions that may affect cost, progress, performance or furnishing of the Work.

6.3 Contractor is familiar with and is satisfied as to

all federal, state, and local Laws and Regulations that may affect cost, progress, performance and furnishing of the Work.

6.4 Contractor has carefully studied all reports of

explorations and tests of subsurface conditions at or contiguous to site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site (except Underground Facilities) which have been identified in the Bid documents. Contractor acknowledges that such reports and drawings are not Contract Documents and may not be complete for Contractor's purposes. Contractor acknowledges that County and Engineer do not assume responsibility for the accuracy or completeness of information and data shown, indicated in the Contract Documents with respect to Underground Facilities at, or contiguous to the site. Contractor has obtained and carefully studied (or assumes responsibility for having done so) all such additional supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the site or otherwise which may affect cost, progress, performance, or furnishing of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor and safety precautions, and programs incident thereto. Contractor does not consider that any additional examinations, investigations, explorations, tests, studies, or data are necessary for the performance and furnishing of the Work at the Contract Price, within the Contract Times and in accordance with the other terms and conditions of the Contract Documents.

6.5 Contractor is aware of the general nature of

work to be performed by County and others at the site that relates to the Work as indicated in the Contract Documents.

6.6. The contractor has correlated the information

known to Contractor, information and observation obtained from visits to the site, reports, and drawings identified in the Contract Documents and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents.

6.7. Contractor has given Engineer written notice of

all conflicts, errors, ambiguities or discrepancies that Contractor has discovered in the Contract Documents and the written resolution thereof by Engineer is acceptable to Contractor, and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

Article 7 - CONTRACT DOCUMENTS The Contract Documents that comprise the entire agreement between County and Contractor concerning the Work consist of the following:

7.1 This Agreement

7.2 Exhibit A - Scrutinized Contractors Certificate

7.3 Exhibit B - Affidavit Regarding the Use of

Coercion for Labor and Services

7.3 Exhibit C - Insurance Requirements

7.4 Exhibit D - ITB 26-023 and Contractor's Bid

Submission

Article 8 – PUBLIC RECORDS Any record created by either party in accordance with this Contract shall be retained and maintained in accordance with the public records law, Florida Statutes, Chapter 119.

IF THE CONTRACTOR HAS QUESTIONS

REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS CONTRACT,

CONTACT THE CUSTODIAN OF PUBLIC

RECORDS, AT (850) 983-1857,

susant@santarosa.fl.gov, 6945 Caroline Street, Milton, FL 32570.

Contractor must comply with the public records laws, Florida Statute Chapter 119. Specifically, Contractor must:

mailto:wandap@santarosa.fl.gocv

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8.1 Keep and maintain public records required by

the County to perform the service.

8.2 Upon request from the County’s custodian of

public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 Florida Statutes or as otherwise provided by law.

8.3 Ensure that public records that are exempt or

confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the consultant does not transfer the records to the County.

8.4 Upon completion of the contract, transfer, at no

cost, to the County all public records in possession of the contractor or keep and maintain public records required by the County to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the consultant keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining the public records. All records stored electronically must be provided to the public agency, upon the request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.

Article 9 – AUDIT The County and/or its designee shall have the right from time to time at its sole expense to audit the compliance by the Contractor with the terms, conditions, obligations, limitations, restrictions, and requirements of this Contract and such right shall extend for a period of three (3) years after termination of this Contract.

Article 10 – TERMINATION AND REMEDIES FOR

BREACH

10.1 If, through any cause within its reasonable

control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the County shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the County shall notify the Contractor of its violation of the terms of the Agreement and grant Contractor Thirty (30) days to cure such default. If the default remains uncured after Sixty

(60) days the County may terminate this Agreement, and the County shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor fails, refuses or is unable to perform any term of this Agreement, County shall pay for services rendered as of the date of termination.

i. In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub- Contractor (s)) shall be delivered to the County and the County shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination, as provided in Section 4 herein.

ii. Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the County for damages sustained by it by virtue of a breach of the Agreement by Contractor and the County may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the County from the Contractor is determined.

10.2 Termination for Convenience of County. The

County may, for its convenience and without cause immediately terminate the Services then remaining to be performed at any time by giving written notice. The terms of Article 10 Paragraphs a(i) and a(ii) above shall be applicable hereunder.

10.3 Termination for Insolvency. The County also

reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors.

10.4 Termination for failure to adhere to the Public

Records Law. Failure of the Contractor to adhere to the requirements of Chapter 119 of the Florida Statutes and Article 8 above may result in immediate termination of this Agreement

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Article 11 - VIOLATIONS OF CHAPTER 119 FLORIDA

STATUTES

The County reserves the right to terminate this agreement immediately for failure of Contractor to adhere to the requirements of Florida Statutes Chapter 119.

Article 12 – MISCELLANEOUS

12.1 Terms used in this Agreement which are

defined in the Bid documents.

12.2 No assignment by a Party of any rights under or

interests in the Contract Documents will be binding on another Party without the written consent of the Party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

12.3 County and Contractor each bind itself, its

partners, successors, assigns and legal representatives to the other Party, its partners, successors, assigns and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.

12.4 Any provisions or part of the Contract

Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon County and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision

12.5 All documents prepared by the Contractor

pursuant to this Agreement and related Services to this Agreement are intended and represented for the ownership of the County only. Any other use by Contractor or other parties shall be approved in writing by the County. If requested, Contractor shall deliver the documents to the County within fifteen (15) calendar days.

Article 13 - GOVERNING LAW, VENUE AND WAIVER

OF JURY TRIAL

This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. All parties agree and accept that jurisdiction of any dispute or controversy arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder shall be brought exclusively in the 1st Judicial Circuit in and for Santa Rosa County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. In the event it becomes necessary for the County to file a lawsuit to enforce any term or provision under this Agreement, then the County shall be entitled to its costs and attorney’s fees at the pretrial, trial and appellate levels. BY ENTERING INTO

THIS AGREEMENT, CONTRACTOR AND COUNTY HEREBY

EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY

HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION

RELATED TO THIS AGREEMENT. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, or of any other immunity, defense, or privilege enjoyed by the County pursuant to Section 768.28, Florida Statutes.

Article 14 - CIVIL RIGHTS The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

ARTICLE 15 - COMPLIANCE WITH

NONDISCRIMINATION REQUIREMENTS

During the performance of this Agreement, the Contractor, for itself, its assignees, and successors in interest, agrees as follows:

b. Compliance with Regulations: The Contractor will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated and attached hereto as Attachment “C”.

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c. Nondiscrimination: The Contractor, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

d. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

e. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the County or other governmental entity to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the County or the other governmental entity, as appropriate, and will set forth what efforts it has made to obtain the information.

f. Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the non-discrimination provisions of this contract, the County will impose such contract sanctions as it or another applicable state or federal governmental entity may determine to be appropriate, including, but not limited to:

i. Withholding payments to the Contractor under the Agreement until the Contractor complies; and/or

ii. Cancelling, terminating, or suspending the Agreement, in whole or in part.

g. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the County may direct as a means of enforcing such provisions including sanctions for noncompliance.

Provided that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the County to enter into any litigation to protect the interests of the County. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

ARTICLE 16 - COMPLIANCE WITH LAWS

Contractor shall secure any and all permits, licenses and approvals that may be required in order to perform the Services, shall exercise full and complete authority over Contractor’s personnel, shall comply with all workers’ compensation, employer’s liability and all other federal, state, county, and municipal laws, ordinances, rules and regulations required of an employer performing services such as the Services, and shall make all reports and remit all withholdings or other deductions from the compensation paid to Contractor’s personnel as may be required by any federal, state, county, or municipal law, ordinance, rule, or regulation.

Contractor affirms and attests that it does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. Contractor has executed an affidavit to such effect, and it is attached as Exhibit B.

ARTICLE 17 - CONFLICT OF INTEREST

The Contractor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly which could conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom.

ARTICLE 18 - INDEPENDENT CONTRACTOR

Contractor enters into this Agreement as, and shall continue to be, an independent contractor. All services

P a g e | 7 Standard Construction Agreement shall be performed only by Contractor and Contractor’s employees/subcontractors. Under no circumstances shall Contractor or any of Contractor’s employees/subcontractors look to the County as his/her employer, or as partner, agent, or principal.

Neither Contractor, nor any of Contractor’s employees/subcontractors, shall be entitled to any benefits accorded to the County’s employees, including without limitation worker’s compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, at Contractor’s expense, and in Contractor’s name, unemployment, disability, worker’s compensation and other insurance as well as licenses and permits usual and necessary for conducting the services to be provided under this Agreement

ARTICLE 19 - THIRD PARTY BENEFICIARIES

It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third-party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement.

ARTICLE 20 - INDEMNIFICATION AND WAIVER OF

LIABILITY

The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the County, its agents, representatives, officers, directors, officials and employees, Triumph Gulf Coast, Inc., its officers, employees, agents and representatives from and against claims, damages, losses and expenses (including but not limited to attorney’s fees, court costs and costs of appellate proceedings) relating to, arising out of or resulting from the Contractor’s negligent acts, errors, mistakes or omissions relating to professional Services performed under this Agreement. The Contractor’s duty to defend, hold harmless and indemnify the County its agents, representatives, officers, directors, officials and employees, Triumph Gulf Coast, Inc., its officers, employees, agents and representatives shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts, errors, mistakes or omissions related to Services in the performance of this Agreement including any person for whose acts, errors, mistakes or omissions the

Contractor may be legally liable. The parties agree that TEN DOLLARS ($10.00) represents specific consideration to the Contractor for the indemnification set forth herein.

The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of the County to enforce any of the provisions hereof shall not be construed to be a waiver of the right of the County thereafter to enforce such provisions.

ARTICLE 21 - TAXES AND ASSESSMENTS

Contractor agrees to pay all sales, use, or other taxes, assessments, and other similar charges when due now or in the future, required by any local, state or federal law, including but not limited to such taxes and assessments as may from time to time be imposed by the County in accordance with this Agreement.

Contractor further agrees that it shall protect, reimburse and indemnify County from and assume all liability for its tax and assessment obligations under the terms of the Agreement.

The County is exempt from payment of Florida state sales and use taxes. The Contractor shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the County, nor is the Contractor authorized to use the County's tax exemption number in securing such materials.

The Contractor shall be responsible for payment of its own and its share of its employees' payroll, payroll taxes, and benefits with respect to this Agreement.

ARTICLE 22 - PROHIBITION AGAINST CONTRACTING

WITH SCRUTINIZED COMPANIES

Pursuant to Florida Statutes Section 215.4725, contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited.

Contractors must certify that the company is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the County’s option if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has

P a g e | 8 Standard Construction Agreement been engaged in business operations in Cuba or Syria after July 1, 2018.

Any contract entered into or renewed after July 1, 2018 shall be terminated at the County’s option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel.

Contractors must submit the certification that is attached to this agreement as Attachment “D”.

Submitting a false certification shall be deemed a material breach of contract. The County shall provide notice, in writing, to the Contractor of the County’s determination concerning the false certification. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the Contractor does not demonstrate that the County’s determination of false certification was made in error, then the County shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 215.4725.

ARTICLE 23 - INCONSISTENCIES AND ENTIRE

AGREEMENT

If there is a conflict or inconsistency between any term, statement, requirement, or provision of any attachment attached hereto, any document or events referred to herein, or any document incorporated into this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given superior effect and priority over any conflicting or inconsistent term, statement, requirement or provision contained in any other document or attachment, including but not limited to Attachments listed in Section 1.

ARTICLE 24 - SEVERABILITY

If any term or condition of this Contract shall be deemed, by a court having appropriate jurisdiction, invalid or unenforceable, the remainder of the terms and conditions of this Contract shall remain in full force and effect. This Contract shall not be more strictly construed against either party hereto by reason of the fact that one party may have drafted or prepared any or all the terms and provisions hereof.

ARTICLE 25 - ENTIRE AGREEMENT

This Agreement and Exhibits A-D contain the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by in writing signed by the party against whom any such amendment, waiver, change, modification, extension and/or rescission is sought.

Article 26 – CIVIL RIGHTS CLAUSES Title VI List of Pertinent Nondiscrimination Acts and Authorities- During the performance of this Agreement, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”), as applicable, agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

• Title VI of the Civil Rights Act of 1964 (42 USC §

2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin);

• 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27;

• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);

• Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987 (PL 100-

209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

• Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public

P a g e | 9 Standard Construction Agreement entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;

• The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq).

ARTICLE 27 REPRESENTATION OF AUTHORITY TO

CONTRACTOR/SIGNATORY

The individual signing this Agreement on behalf of Contractor represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. The signatory represents and warrants to the County that the execution and delivery of this Agreement and the performance of the Services and obligations hereunder have been duly authorized, and that the Agreement is a valid and legal agreement binding on the Contractor and enforceable in accordance with its terms.

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AUTHORIZATION

IN WITNESS WHEREOF, the Parties hereto have set their hands and official seals the day and year first above written.

Company

Contractor

Print Name

WITNESS:

Signature

Print Name

Board of County Commissioners Santa Rosa County, Florida

Colten Wright, Chair

ATTEST:

Jason English, Esq.

County Clerk

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Exhibit A

VENDORS ON SCRUTINIZED COMPANIES LISTS

By executing this Certificate, the bid proposer, certifies that it is not: (1) listed on the Scrutinized Companies that Boycott Israel List, created pursuant to section 215.4725, Florida Statutes, (2) engaged in a boycott of Israel, (3) listed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes, or (4) engaged in business operations in Cuba or Syria. Pursuant to section 287.135(5), Florida Statutes, the County may disqualify the bid proper immediately or immediately terminate any agreement entered into for cause if the bid proposer is found to have submitted a false certification as to the above or if the Contractor is placed on the Scrutinized Companies that Boycott Israel List, is engaged in a boycott of Israel, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria, during the term of the Agreement. If the County determines that the bid proposer has submitted a false certification, the County will provide written notice to the bid proposer. Unless the bid proposer demonstrates in writing, within 90 calendar days of receipt of the notice, that the County’s determination of false certification was made in error, the County shall bring a civil action against the bid proposer. If the County’s determination is upheld, a civil penalty shall apply, and the bid proposer will be ineligible to bid on any Agreement with a Florida agency or local governmental entity for three years after the date of County’s determination of false certification by bid proposer.

As the person authorized to sign this statement, I certify that this firm complies fully with the above requirements.

Signature

Date

Print Name and Title

Phone:

Email:

Company Name

Address

City State

Zip

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Exhibit B

AFFIDAVIT REGARDING THE USE OF COERCION FOR LABOR AND SERVICES

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Exhibit C

INSURANCE REQUIREMENTS

Vendor/Contractor agrees to carry and keep in force for the entire term of the contract with Santa Rosa County, and any extensions thereof, the following minimum levels of insurance coverage for any claims that may result from or relate to the services or products provided by Vendor/Contractor.

Workers’ Compensation: The contractor shall provide a workers' compensation insurance policy that meets the statutory requirements of the Florida Workers' Compensation Law. The policy shall also include employer's liability coverage with a minimum limit of $100,000 per accident, $500,000 per policy for occupational disease, and $100,000 per employee for occupational disease.

The contractor shall furnish a certificate of insurance as evidence of such coverage before commencing work under this contract.

Commercial General Liability: The business shall maintain a commercial general liability insurance policy with minimum limits of $1,000,000 for each occurrence and $2,000,000 in the aggregate, covering bodily injury and property damage. The policy shall include the following coverages:

a. Premises/operations liability

b. Products/completed operations liability

c. Contractual liability

d. Liability for independent contractors

Business Auto Liability: The Contractor shall maintain a minimum amount of $500,000 for each occurrence of bodily injury and property damage liability. This amount may be provided by a Combined Single Limit policy or a Split limit policy with at least $500,000 per person, $500,000 per accident and $500,000 for property damage.

This policy shall cover the following types of vehicles:

a. Vehicles owned by the Contractor or its employees

b. Vehicles rented or leased by the Contractor for the performance of the contract

c. Vehicles operated by the Contractor or its employees but not owned, rented, or leased by them

Additionally, the Contractor shall obtain a Special endorsement to extend the coverage to any contractual liability arising from the contract.

Before signing any contract or agreement, the contractor must provide certificates of insurance that meet the following criteria:

a. Santa Rosa County must be included as an additional insured on all coverages related to the contractor's work.

b. Santa Rosa County must receive written notice at least 30 days before any cancellation or change of any insurance policy.

c. The contractor is responsible for ensuring that all subcontractors comply with the same insurance requirements.

d. These are the minimum requirements that may be modified depending on the nature and risk of the work.

If there are any exceptional circumstances, the county administrator or designee has the authority to adjust these requirements.

Additional Insurance Required: The following outlines additional insurance coverage requirements, along with their minimum limits, for the given project. This coverage is in addition to the standard requirement.

General Requirements:

a. Carrier rating shall be A.M. best rating of B++V or better.

b. Notice of Cancellation, Non-Renewal, or material change in coverage shall be provided to Santa Rosa County at least 30 days prior to action.

c. Santa Rosa County shall be named as additional insured on all policies except Workers' Compensation.

*Automobile Liability - including Hired and Non-owned

Automobile Liability - including Hired and Non-owned $1,000,000 CSL

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Exhibit D

BID SOLICITATION AND SUBMISSION