9-2026011 Disaster Debris Management Sample Agreement.docx

DRAFT CONTRACT

DISASTER DEBRIS COLLECTION, REDUCTION AND DISPOSAL SERVICES

This Contract made and entered into this _________ day of ___________________, 2026 by and between the BOARD OF COUNTY COMMISSIONERS of Indian River County, Florida, a political subdivision of the State of Florida, hereinafter referred to as “COUNTY”, and _____________, a _____________ incorporated under the laws of the State of Florida, hereinafter referred to as “CONTRACTOR”.

WITNESSETH

WHEREAS, the Indian River County Board of County Commissioners (the COUNTY) is charged with protecting the health, safety and welfare of the citizens of Indian River County, and

WHEREAS, Indian River County is a coastal county that is vulnerable to being struck by hurricanes and other major storms, and

WHEREAS, Indian River County is a thriving tourist and economic community, and

WHEREAS, the expedient removal of storm debris minimizes the threats to the public health and safety and provides for immediate economic recovery, and

WHEREAS, Indian River County intends to seek reimbursement from federal and state agencies for emergency removal of storm debris in accordance with the requirements of the Federal Emergency Management Agency (FEMA) and other federal and state programs;

WHEREAS, the COUNTY issued a Request for Proposals (RFP) 2026011 to procure the most qualified and experienced storm debris contractors to assist the COUNTY in its recovery from a hurricane or other major storm, and

WHEREAS, CONTRACTOR was competitively selected from a field of contractors responding to the COUNTY’s RFP as having the preferred experience, equipment, manpower, permits, and licenses, to perform storm debris removal, and

NOW THEREFORE, in consideration of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, the COUNTY and CONTRACTOR agree as follows:

1. DEFINITIONS

Wherever used in this Contract or in the other Contract Documents the following terms have the meanings indicated which are applicable to both the singular and plural thereof:

Addenda - Written or graphic instruments issued prior to the opening of Proposals that clarify, correct or change the Proposal Requirements or the Contract Documents.

Contract - The written contract between COUNTY and CONTRACTOR covering the Work to be performed; other Contract Documents are attached to the Contract and made a part thereof as provided therein.

Bonds - Performance and Payment bonds, public construction bonds, and other instruments of security.

Collection or Removal – The pickup and hauling of eligible disaster debris from public and private roads and right of ways.

Comprehensive Emergency Management Plan (CEMP) – The Plan adopted by the Board of County Commissioners that establishes a framework through which Indian River County prepares for, responds to, recovers from, and mitigates the impacts of a wide variety of disasters and emergency events that could adversely affect the health, safety and/or general welfare of the citizens and communities of Indian River County.

Communication Coordinator – County representative assigned to provide information to the community regarding the disaster recovery efforts and activities to be performed by the COUNTY and CONTRACTOR during emergency clean-up operations.

Construction and demolition debris- Discarded materials generally from the construction or destruction of a structure considered to be not water soluble and non-hazardous in nature, including but not limited to steel, glass, brick, concrete, asphalt roofing material, pipe, gypsum wallboard, and lumber.

Contract Documents - The Contract, Exhibits, Addenda (which pertain to the Contract Documents), CONTRACTOR's Proposal (including documentation accompanying the Proposal and any post Proposal documentation submitted prior to the Notice of Award) when attached as an exhibit to the Contract, the Notice to Proceed, the Bonds, together with all Written Amendments, issued pursuant on or after the Effective Date of the Contract. Comment by Jennifer Hyde: Do we need to attach them, or can they be incorporated by reference? Comment by Chris Hicks: We can do either. I like the cleanliness of everything being in on document so it is easy to reference, but if there is a reason that is more difficult or would be easy to reference that would be okay too

Contract Price - The money payable by COUNTY to CONTRACTOR for completion of the Work in accordance with the Contract Documents.

Contract Times – The numbers of days or the dates stated in a Notice to Proceed to complete the Work.

CONTRACTOR - The person, firm or corporation with whom COUNTY has entered into the Contract.

COUNTY - The Indian River County Board of County Commissioners a political subdivision of the State of Florida for whom the Work is to be provided.

Debris Management Plan (DMP) - The Indian River County Solid Waste Disposal District, Debris Management Plan, and any subsequent amendments, supplements or revisions, used by Indian River County to efficiently and cost effectively manage the debris removal during a public emergency to mitigate the threat to the health, safety and welfare of residents.

Defective Work - Work that is unsatisfactory, faulty or deficient, in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection test or approval referred to in the Contract Documents.

Disaster Debris – Disaster generated debris or debris that includes, but is not limited to broken or discarded building and construction materials, garbage, vegetative matter and spoiled or ruined household goods or materials deposited on county-owned property or right-of-way or on private roads as a direct result of a major disaster or a catastrophic disaster as described in the CEMP and DMP. The term does not include:

a. Debris from vacant lots, forests, heavily wooded areas, unimproved property, and unused areas;

b. Debris on agricultural lands used for crops or livestock; concrete slabs or foundations-on-grade; or

c. Construction and demolition debris consisting of materials used in the reconstruction of disaster-damaged improved property.

Disaster Recovery Management Consultant (DRMC) – COUNTY’s Consultant that supports Indian River County in the management of disaster recovery and debris removal services after the County has suffered catastrophic events such as tornadoes and hurricanes. These services involve comprehensive management of the County’s disaster recovery program, including planning and executing debris collection and disposal, and ensuring road clearance schedules are adhered to. When activated, the DRMC serves as the COUNTY’S designee in directing disaster recovery efforts, including managing debris pick up and disposal tasks. The DRMC will be responsible for ensuring compliance with all FEMA requirements, including monitoring, truck and trailer certifications, load ticket validations and ticket accounting services. In addition, the DRMC will provide comprehensive community relations support during all phases of the disaster recovery including progress reports, damage complaint investigations and resolutions, media relations, fact sheets, telephone call centers, and participating in public meetings.

Effective Date of the Contract - The effective date of this Contract means the date on which the last of the parties hereto executes this Contract. The date indicated in the Contract on which it becomes effective, but if no such date is indicated it means the date on which the Contract is signed and delivered by the last of the two parties to sign and deliver.

FEMA – Federal Emergency Management Agency.

FDEM – Florida Division of Emergency Management.

Hazardous Waste - The term Hazardous Waste shall have the meaning provided in 40 CFR 261.3 as amended from time to time.

Household Hazardous Waste (HHW) – Leftover household products that can catch fire, react, or explode under certain circumstances, or that are corrosive or toxic. HHW includes paints, cleaners, motor oil, batteries, pesticides, propane tanks, antifreeze, etc.

Invoice - The form accepted by COUNTY which is to be used by CONTRACTOR in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents.

Laws and Regulations; Laws or Regulations - Any and all applicable laws, rules, regulations, ordinances, codes and orders of any and all governmental bodies, agencies, authorities and courts having jurisdiction.

Liens - Liens, charges, security interests, or encumbrances upon real property or personal property.

Notice of Award - The written notice by the COUNTY to the apparent successful Proposer stating that, upon compliance by the apparent successful Proposer with the conditions precedent enumerated therein within the time specified, the COUNTY will sign and deliver the Contract.

Notice to Proceed - A written notice given by the COUNTY to CONTRACTOR fixing the date on which the Contract Times will commence to run and on which CONTRACTOR shall start to perform CONTRACTOR's obligations under the Contract Documents.

Project - The total Work to be provided under the Contract Documents that may be the whole or a part as indicated elsewhere in the Contract Documents.

Project Area - The area assigned to the CONTRACTOR where Work is to be performed within unincorporated Indian River County.

Solid Waste Management Facility – A permitted landfill or disposal facility permitted to accept debris by the Florida Department of Environmental Protection.

Subcontractor - An individual, firm, or corporation having a direct contract with CONTRACTOR or with any other Subcontractor for performance of a part of the Work in the Project Area.

Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having direct contract with CONTRACTOR or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by CONTRACTOR or any Subcontractor.

Temporary Disaster Debris Management Site (DDMS) – a location approved by the COUNTY and permitted by the Florida Department of Environmental Protection for the temporary storage of debris during a declared emergency.

Underground Facilities - All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities which have been installed underground to furnish any of the following services or materials: electricity, gases, steam, liquid petroleum products, telephone, or other communications, cable television, sewage and drainage removal, traffic or other control systems or water.

Utilities - All cables, wires, or other such facilities or attachments, and any encasements containing such facilities which have been installed above or below ground to furnish any of the following services or materials: electricity, telephone, cable television, internet or other communications.

Work - The entire completed Project or the various separately identifiable tasks thereof required to be furnished under the Contract Documents. Work includes all tasks described in the Scope of Work, Exhibit A required to: (i) collect, sort, process, and dispose of debris, (ii) build, operate, and maintain DDMS as required by the Contract Documents and (iii) haul and dispose of processed debris. The Work is the result of performing or furnishing labor, materials, tools, equipment and other means necessary and incidental to the performance of such tasks as required by the Contract Documents.

Work Zones – subareas within the Project Area designated by the COUNTY and delineated on Project maps to aid in the efficient collection and removal of debris by the CONTRACTOR.

Written Amendment - A written amendment of the Contract Documents, signed by the COUNTY and CONTRACTOR on or after the Effective Date of the Contract that normally deals with the non-technical aspects of the Contract Documents.

2. SCOPE OF SERVICES

a. The CONTRACTOR shall furnish all labor, materials, fuel, equipment, machinery, tools, apparatus, and transportation necessary to perform the services specified in the Scope of Work, Exhibit A, attached hereto and made apart hereof by this reference and as which may, from time to time, be assigned to CONTRACTOR by the COUNTY pursuant to a Notice to Proceed. The services generally include disaster debris removal operations from residential public and private streets, roads and right-of-ways, public properties and facilities; delivery of debris to Temporary Disaster Debris Management Sites (DDMS) or authorized landfills; operation of DDMS including daily operations and reclamation of the DDMS to pre-storm condition or as directed by the COUNTY; and processing, loading and hauling material from DDMS to final destination.

b. The COUNTY, by virtue of this Contract, gives the CONTRACTOR no guarantee of any work/services or any specific amount of work/services that may be accomplished during the period this Contract is in full force and effect.

3. CONTRACT TERM

The initial term of the contract(s) shall be three years with the option to renew for one (1) additional two year term. The initial term of the contract will have an effective date per execution of the contract.

Proposal prices shall remain as indicated for the duration of this contract. Any request for price adjustment must include written justification (raw material price increase, labor, etc.) for the increase, including supporting documentation, and submitted to the Procurement Manager and Solid Waste Disposal District Managing Director (SWDD MD). COUNTY will perform a Cost or Price Analysis to determine if the requested change is necessary, allocable, within the scope of the Public Assistance, or other grant or cooperative agreement, reasonable for the scope of work, and otherwise allowable. If authorized, formal amendment to this agreement will be necessary. No automatic increases are incorporated in this agreement.

4. COMPENSATION

a. COUNTY shall pay CONTRACTOR for Work provided under this Contract as provided in Fee Schedule, Exhibit B, which is attached hereto and incorporated by reference as part of this Contract. The County reserves the right to deduct from any invoice an amount for defective or nonconforming work or for work not provided but invoiced. The County shall remit payment in accordance with the Florida Prompt Payment Act, Florida Statute section 218.70, et seq.

b. The Unit Pricing for debris type set out in Fee Schedule, Exhibit B, includes all costs for lodging, labor, materials, equipment, machinery, tools, apparatus, fuel and transportation necessary to perform the services specified in the Scope of Work, Exhibit A, including debris pickup, hauling, processing, and disposal, as well as setup, operation, and reclamation of DDMS.

c. The COUNTY will retain 10% of the payment from each invoice until such time as the entire project is completed to the COUNTY’S satisfaction and all subcontractors and any material suppliers verify that they have been paid.

5. INDEMNIFICATION

a. The CONTRACTOR shall indemnify and hold harmless the COUNTY and its agents and employees from and against all claims, damages, losses, and expenses, including attorney’s fees arising out of or resulting from the performance of its work under this Contract, where such claim, damage, loss, or expense is caused, in whole or in part, by the act or omission of the CONTRACTOR, its subcontractors, or anyone directly or indirectly employed by the CONTRACTOR, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused by in part by a party indemnified thereunder. In any and all claims against the COUNTY, or any of its agents or anyone directly or indirectly employed by the CONTRACTOR, its subcontractors, or anyone for whose acts any of them may be liable, indemnification obligation under this paragraph shall not be limited in any way by a limitation on the amount or type of damages, compensation or benefits payable by or for the custodial contractor, under workers’ compensation, acts, or other related policies of insurance.

b. It is agreed by the parties hereto that specific consideration has been received by the CONTRACTOR under this Contract for this indemnification provision.

6. CONTRACTOR’S LIABILITY INSURANCE

a. During the performance of the Services under this Contract, the CONTRACTOR shall procure and maintain at their own expense and without cost to the COUNTY, the following types of insurance. The policy limits are considered minimum amounts. The policies shall be written by an insurance company authorized to do business in Florida:

i. Comprehensive General Liability insurance covering all operations, including legal liability and completed operations/products liability, with minimum limits of One Million Dollars ($1,000,000.00) combined single limit per occurrence.

ii. Comprehensive Automobile and Water Vehicle Liability Insurance covering owned, non-owned or rented automotive equipment to be used in the performance of the work with minimum limits of One Million Dollars ($1,000,000.00) combined single limit per occurrence.

iii. Worker’s Compensation insurance shall be in the amounts and in the form prescribed by the laws of Florida.

iv. The aggregate limit of Liability Insurance Limits is five million dollars ($5,000,000). Umbrella policies are acceptable.

b. CONTRACTOR shall furnish COUNTY with Certificate(s) of Insurance on all the policies of insurance and renewals thereof in a form(s) acceptable to the County. Said Liability Policies shall provide that the County be an additional insured. The County shall be notified in writing of any reduction, cancellation or substantial change of policy or policies at least thirty (30) days prior to the effective date of said action. All insurance policies shall be issued by responsible companies who are acceptable to the County and licensed and authorized under the laws of the State of Florida.

c. All CONTACTOR’s sub-contractors shall be required to include COUNTY and CONTRACTOR as additional insured on their General Liability insurance policies. In the event that sub-contractors used by the CONTRACTOR do not have insurance, or do not meet the insurance limits, CONTRACTOR shall indemnify and hold harmless the COUNTY for any claim in excess of the sub-contractor’s insurance coverage.

d. Within twenty-four (24) hours of a Notice to Proceed, but before any Work has started, CONTRACTOR shall deliver to the COUNTY certificates of insurance for the CONTRACTOR’s workforce and subcontractors.

e. The CONTRACTOR shall not commence work under this Contract until all insurance required as stated herein has been obtained and such insurance has been approved by the COUNTY.

f. The required insurance coverages shall remain in effect at least until final payment and at all times thereafter when CONTRACTOR may be correcting, removing or replacing Defective Work.

7. PERFORMANCE, PAYMENT, OR OTHER BONDS

a. CONTRACTOR required insurance coverages shall remain in effect at least until final payment and at all times thereafter when CONTRACTOR may be correcting, removing or replacing Defective Work.

b. In case of hurricane caused damage, landfall in Indian River County by Category I storm winds would require a $2,000,000 Bond, Category II winds would require a $4,000,000 Bond, Category Ill winds would require a $6,000,000 Bond, Category IV winds would require an $8,000,000 Bond, and Category V would require a $10,000,000 Bond. The Bond required will be a Public Construction Bond. The cost of the Bond is included in the unit rates in the Fee Schedule, Exhibit B. The Bond shall be submitted within 3 days of Notice to Proceed.

c. If the surety on any Bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated in Florida or it ceases to meet the requirements of this section, CONTRACTOR shall within ten days thereafter substitute another bond and surety, both of which must be acceptable to the COUNTY.

d. All Bonds required by the Contract Documents to be purchased and maintained by CONTRACTOR shall be obtained from surety companies that are duly licensed or authorized in Indian River County, Florida to issue Bonds for the coverages so required.

8. AUTHORIZED REPRESENTATIVES AND NOTICES

a. The authorized representative for the COUNTY is the Solid Waste Disposal District Managing Director.

b. The authorized representative for the CONTRACTOR is ____________________.

c. All notices and communication with respect to this Contract shall in writing and sent to the following addresses:

i. FOR INDIAN RIVER COUNTY Managing Director Indian River County Solid Waste Disposal District 1325 74th Avenue SW Vero Beach, Florida 32968

ii. FOR THE CONTRACTOR

9. CONTRACTOR’S RESPONSIBILITIES

a. CONTRACTOR shall furnish and assume full responsibility for all labor, materials, equipment, transportation, equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the furnishing, performance, and completion of the Work, as required in the Scope of Work, Exhibit A, and specifically identified in a Notice to Proceed.

b. The CONTRACTOR shall perform the Work in compliance with all Federal contract provisions outlined or referred to in 2 CFR 200.317 thru 327.

c. CONTRACTOR shall have competent, suitably qualified personnel to execute the Work as required by the Contract Documents. CONTRACTOR shall be responsible for recruiting, hiring, training, supervising, disciplining, and discharging personnel necessary to perform the Work. CONTRACTOR shall, at all times, remain liable for the proper performance and completion of all work and other services required hereby, including supervision and administration of all such personnel, firms, and companies. It is a condition of this Agreement that each Operator holds a valid driver's license appropriate for the equipment and vehicle class being operated. Indian River County assumes no liability for equipment or vehicles being operated without the proper credentials required by state and federal law.

d. Except as otherwise required for the safety or protection of persons or the Work or property within the Project Area or adjacent thereto, all Work within the site shall be performed from one hour before sunrise to one hour before sunset seven days per week, including holidays, unless otherwise directed by the COUNTY in writing. If conditions warrant, the COUNTY by written notice may require CONTRACTOR to execute the Work on a twenty-four (24) hour per day basis. The COUNTY may also by written notice reduce the Contractor's working hours as the Project progresses.

e. CONTRACTOR shall at all times during the progress of the Work employ a competent Project Manager located within Indian River County, who shall not be replaced without written notice to the COUNTY except under extraordinary circumstances. The Project Manager will be CONTRACTOR’s representative in the Project Area and shall have the authority to act on behalf of the CONTRACTOR. The name and contact information of the Project Manager will be provided to the COUNTY in writing prior to start of any Work. All communications (text, email, memo, etc.) to the Project Manager shall be as binding as if given to CONTRACTOR. The CONTRACTOR’s Project Manager shall have access to, and be proficient in the use of, up-to-date communication equipment and computer software utilized by the COUNTY and the COUNTY’s CONSULTANT during execution of the Work. The County and Contractor to align the type of equipment and software prior to the commencement of the contract.

f. The CONTRACTOR does not have the power or authority to bind the COUNTY in any promise, contract or representation other than specifically provided for in this Contract.

g. The CONTRACTOR shall not pledge the COUNTY’s credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The CONTRACTOR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract.

h. In the event the COUNTY has not canceled the Contract in accordance with the terms of the Contract, and there remains a dispute between the CONTRACTOR and the COUNTY, the CONTRACTOR agrees to continue to operate and perform under the terms of the Contract while such dispute is pending, and further agrees that, in the event a suit is filed for injunction or other relief, CONTRACTOR will continue to provide services until the final adjudication of such suit by the court.

i. The County and Contractor shall confer on the necessary maps and crew/staging locations prior to the commencement of the contract.

10. SUBCONTRACTORS

a. CONTRACTOR shall have the right to subcontract portions of the services required to be performed to other firms, persons and companies from time to time, to carry out any applicable Work or portion thereof.

b. CONTRACTOR shall be fully responsible to the COUNTY for all acts and omissions of the Subcontractors performing or furnishing any of the Work under a direct or indirect contract with CONTRACTOR just as CONTRACTOR is responsible for CONTRACTOR's own acts and omissions. Nothing in the Contract Documents shall create for the benefit of any such Subcontractor any contractual relationship between the COUNTY and any such Subcontractor nor shall it create any obligation on the part of the COUNTY to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by Laws and Regulations.

c. CONTRACTOR shall be solely responsible for scheduling and coordinating the Work of Subcontractors.

d. All Work performed by CONTRACTOR or by a Subcontractor will be pursuant to an appropriate contract between CONTRACTOR and the Subcontractor that specifically binds the Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of the COUNTY. Whenever any such contract is with a Subcontractor who is listed as an additional insured on the liability insurance provided in Section 9 - Insurance, the contract between the CONTRACTOR and the Subcontractor will contain provisions whereby the Subcontractor waives all rights against the COUNTY, CONTRACTOR, the COUNTY's Consultants and all other additional insured for all losses and damages caused by, arising out of or resulting from any of the perils covered by such policies and any other liability insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor, CONTRACTOR will obtain the same.

11. METHOD OF BILLING AND PAYMENT

a. The COUNTY shall establish a schedule for submittal of invoices from the CONTRACTOR. These dates will be based upon the dates established by the State of Florida and the Federal Cost Share sliding scale for Category A debris removal. These dates will be provided to the CONTRACTOR as soon as they are made available to the COUNTY by the State. Otherwise, the CONTRACTOR shall invoice the COUNTY no more frequently than monthly.

b. CONTRACTOR shall submit invoices for payment to the COUNTY for services performed covering the periods that corresponds to the State of Florida and Federal Cost Share sliding scale dates for Category A debris removal, or as otherwise directed in writing by the COUNTY.

c. Invoices must be of appropriate audit quality detail to satisfy FEMA requirements and be accompanied by copies of load tickets, truck certifications, disposal tickets, current Project Schedule and other such supporting documentation required by the Contract Documents.

d. The COUNTY will accept the invoice or reject the invoice and indicate in writing the COUNTY's reasons for refusing to accept the invoice. CONTRACTOR shall make the necessary corrections and resubmit the invoice. Accepted invoices will be paid in within the timeframe specified in Section 218.70, et seq., Florida Statutes, the “Florida Prompt Payment Act”.

e. The COUNTY shall withhold a ten percent (10%) retainage from each invoice until final inspection of the Work including restoration of all DDMS has been completed and has been found to meet the requirements of the Contract Documents by the COUNTY.

f. Upon written notice from CONTRACTOR that the entire Work or an agreed portion thereof is complete, COUNTY will make a final inspection with CONTRACTOR and will notify CONTRACTOR in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies.

g. After the CONTRACTOR has completed all such corrections to the satisfaction of the COUNTY CONTRACTOR may submit their final invoice.

h. If on the basis of COUNTY's observation of the Work and COUNTY's review of the final invoice and accompanying documentation as required by the Contract Documents, COUNTY is satisfied that the Work has been completed and CONTRACTOR's other obligations under the Contract Documents have been fulfilled, final payment will become due by the COUNTY and will be paid to CONTRACTOR.

i. Upon approval of the final invoice and satisfactory completion and acceptance of all restoration work at the DDMS by the COUNTY, the CONTRACTOR shall invoice the COUNTY for retainage and COUNTY shall pay all accumulated retainage.

12. SUSPENSION OF WORK

At any time and without cause, the COUNTY may suspend the Work or any portion thereof for a period of not more than thirty days by notice in writing to CONTRACTOR that will fix the date on which Work will be resumed. CONTRACTOR shall resume the Work on the date so fixed.

13. TERMINATION

a. Termination for Default

i. CONTRACTOR shall be considered in material default of the Contract and such default shall be considered cause for the COUNTY to terminate the Contract, in whole or in part, as further set forth in this Section, if Contractor:

1. Fails to begin the Work under the Contract Documents within the time specified herein; or

2. Fails to properly and timely perform the Work as directed by the COUNTY or as provided for in the approved progress schedule; or

3. Discontinues the prosecution of the Work; or

4. Fails to resume Work which has been suspended within a reasonable time after being notified to do so; or

5. Becomes insolvent or is declared bankrupt, or commits any act of bankruptcy; or

6. Allows any final judgment to stand against it unsatisfied for more than ten (10) days; or

7. Makes an assignment for the benefit of creditors; or

8. Fails to obey any applicable codes, laws, ordinances, rules or regulations with respect to the work; or

9. Materially breaches any other provision of the Contract Documents.

ii. COUNTY shall notify CONTRACTOR in writing of CONTRACTOR’s default(s). If COUNTY determines that CONTRACTOR has not remedied and cured the default(s) within seven (7) calendar days following receipt by CONTRACTOR of said written notice, then the COUNTY, at its option, without releasing or waiving its rights and remedies against the CONTRACTOR’s sureties and without prejudice to any other right or remedy it may be entitled to hereunder or by law, may terminate CONTRACTOR’s right to proceed under the Contract, in whole or in part and take possession of all or any portion of the work and any materials, tools, equipment and appliances of CONTRACTOR, take assignments of any of CONTRACTOR’s subcontracts and purchase orders and complete all or any portion of CONTRACTOR’s work by whatever means, method or agency which the COUNTY, in its sole discretion, may choose.

iii. If the COUNTY deems any of the foregoing remedies necessary, CONTRACTOR agrees that it shall not be entitled to receive any further payments hereunder until after the project is completed. All monies expended and all of the costs, losses, damages and extra expenses, including all management, administrative and other overhead and other direct and indirect expenses (including attorneys’ fees) or damages incurred by the COUNTY incident to such completion, shall be deducted from the Contract Price and if such expenditures exceed the unpaid balance of the Contract Price, CONTRACTOR agrees to pay promptly to COUNTY on demand the full amount of such excess, including costs of collection, attorneys’ fees (including appeals) and interest thereon at the maximum legal rate of interest until paid. If the unpaid balance of the Contract amount exceeds all such costs, expenditures and damages incurred by the COUNTY to complete the work, such excess shall be paid to the CONTRACTOR. The amount to be paid to the CONTRACTOR or the COUNTY, as the case may be and this obligation for payment shall survive termination of the Contract.

iv. The liability of CONTRACTOR hereunder shall extend to and include the full amount of any and all sums paid, expenses and losses incurred, damages sustained and obligations assumed by COUNTY in good faith under the belief that such payments or assumptions were necessary or required, in completing the work and providing labor, materials, equipment, supplies and other items therefor or re-letting the work, in settlement, discharge or compromise of any claims, demands, suits and judgments pertaining to or arising out of the work hereunder.

v. If, after Notice of Termination of CONTRACTOR’s right to proceed pursuant to this section, it is determined for any reason that CONTRACTOR was not in default, or that its default was excusable, the termination by COUNTY shall be the same as and limited to those afforded CONTRACTOR under ARTICLE 16-Termination for Convenience and Right of Suspension below, Termination for Convenience.

b. Termination for Convenience and Right of Suspension

i. The COUNTY shall have the right to terminate this Contract without cause upon seven (7) calendar day’s written notice to CONTRACTOR. In the event of such termination for convenience, CONTRACTOR’s recovery against COUNTY shall be limited to that portion of the Contract amount earned through the date of termination, together with any retainage withheld and reasonable termination expenses incurred, but CONTRACTOR shall not be entitled to any other or further recovery against COUNTY, including, but not limited to, damages or any anticipated profit on portions of the work not performed.

ii. The COUNTY shall have the right to suspend all or any portions of the work upon giving CONTRACTOR two (2) calendar day’s prior written notice of such suspension. If all or any portion of the work is so suspended, CONTRACTOR’s sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in the Contract Documents. In no event shall the CONTRACTOR be entitled to any additional compensation or damages. Provided, however, if the ordered suspension exceeds thirty days, the CONTRACTOR shall have the right to terminate the Contract with respect to that portion of the work that is subject to the ordered suspension.

c. Contractor May Stop Work or Terminate

If, through no act or fault of CONTRACTOR, the Work is suspended for a period of more than thirty days by the COUNTY or under an order of court or other public authority, or the COUNTY fails to act on any invoice within forty-five (45) days after it is submitted or the COUNTY fails for ninety (90) days to pay CONTRACTOR any sum finally determined to be due by the COUNTY, then CONTRACTOR may, upon seven (7) days' written notice to the COUNTY and provided the COUNTY does not remedy such suspension or failure within that time, terminate the Contract and recover from the COUNTY payment on the same terms as provided in Section 13.a Termination for Default. In lieu of terminating the Contract and without prejudice to any other right or remedy, CONTRACTOR may upon seven (7) day's written notice to the COUNTY stop the Work until payment of all such amounts due CONTRACTOR, including interest thereon. The provisions of this Section 13.a - Termination for Default are not intended to preclude CONTRACTOR from making claim for an increase in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to CONTRACTOR's stopping Work as permitted by this paragraph.

d. Suspension and Debarment This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the CONTRACTOR is required to verify that none of the CONTRACTOR, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

The CONTRACTOR must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

This certification is a material representation of fact relied upon by COUNTY. If it is later determined that the CONTRACTOR did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Florida Department of Emergency Management and the COUNTY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

The COUNTRACTOR agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this Contract is valid. The CONTRACTOR further agrees to include a provision requiring such compliance in its lower tier covered transactions.

e. Termination in Regards to F.S. 287.135

CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for goods or services of one million dollars or more, CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law are not 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 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. COUNTY may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. COUNTY may terminate this Contract if CONTRACTOR is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, 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 been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes.

f. Termination in Regards to F.S. 252.505

If Contractor breaches this agreement during an emergency recovery period (1-year period that begins on the date that the governor initially declared a state of emergency for a natural emergency), Contractor is required to pay a $5,000 penalty, and damages which may be either actual and consequential damages or liquidated damages. Additionally, the CONTRACTOR shall be liable for:

(1) any new cost incurred by the OWNER in soliciting bids or proposals for and letting a new contract; and

(2) the difference between the cost of completing the new contract and the cost of completing this Contract;

(3) any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to enforce its rights herein.

14. LIQUIDATED DAMAGES

The CONTRACTOR may be subject to liquidated damages for the following infractions:

a. Failure to open pre-storm identified DDMS within 24 hours of being tasked by the COUNTY, or post-storm identified DDMS within three (3) calendar days of being tasked by the COUNTY: $10,000 per day for each day not opened.

b. Closure of DDMS due to CONTRACTOR equipment or operational failures: $15,000 per day, for each day site must remain closed.

c. Failure to collect and transport 1,400 CY per calendar day in response to a Tropical Storm/Category 1 Storm; 2,000 CY per calendar day in response to a Category 2 or 3 storm; 2,500 CY per calendar day for Category 4 or 5 storm. Damages in the amount of $10,000 per day the minimum is not met will be assessed. The daily minimum will not be averaged, but apply to each calendar day.

d. The COUNTY and CONTRACTOR recognize that the injury to the COUNTY for the CONTRACTOR’S failure to timely complete the above tasks is uncertain and cannot be computed exactly. It is agreed that the above sums are a reasonable and proper measure of damages which the COUNTY will sustain per day by the failure of the COUNTRACTOR to timely complete opening and closing of the DDMS. In no way shall the costs for liquidated damages be construed as a penalty on the CONTRACTOR. The COUNTY may deduct any Liquidated Damages incurred under this section from pending payment applications.

15. DAMAGES, INJURIES OR LOSSES

a. CONTRACTOR shall assume full responsibility for any damage, injury or loss to any property within the Project Area, or to the owner or occupant thereof, or to any adjacent land or areas caused, directly or indirectly, in whole or in part, by CONTRACTOR, any Subcontractor, or any other person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable.

b. Should any claim be made by any such owner or occupant because of the performance of the Work, CONTRACTOR shall promptly make repairs or settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law.

c. Should the COUNTY or CONTRACTOR suffer injury or damage to person or property because of any error, omission or act of the other part or of any of the other party's employees or agents or others for whose acts the other party is legally liable, claim will be made in writing to the other party within a reasonable time of the first observance of such injury or damage. The provisions of this section shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or repose.

d. Whenever reference is made to "claims, costs, losses and damages," it shall include in each case, but not be limited to, all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs.

e. The COUNTY will withhold final payment of retainage to the CONTRACTOR until all damage claims are resolved.

16. SAFETY AND PRECAUTIONS

a. CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. CONTRACTOR shall take all necessary precautions for the safety of and shall provide the necessary protection to prevent damage, injury or loss to:

i. All persons who may be affected by the Work;

ii. All the Work and materials and equipment to be incorporated therein, whether in storage in the Project Area or outside the Project Area; and

iii. Other property in the Project Area or adjacent thereto, including trees, shrubs, lawns, walks, pavements, driveways, roadways, structures, utilities and underground facilities not designated for removal or relocation in the course of the prosecution of the Work.

b. CONTRACTOR shall comply with all applicable Laws and Regulations of any public body having jurisdiction for safety of persons or property or to protect them from damage, injury of loss; and shall erect and maintain all necessary safeguards for such safety and protection.

c. In emergencies affecting the safety or protection of persons or property in the Project Area or adjacent thereto, CONTRACTOR, without special instruction or authorization from the COUNTY, is obligated to act to prevent threatened damage, injury or loss. CONTRACTOR shall give the COUNTY prompt written notice if CONTRACTOR believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby.

d. If the COUNTY notifies the CONTRACTOR of any hazardous practices with the CONTRACTOR's prosecution of the Work, the CONTRACTOR shall immediately cease those operations associated with the hazardous practice and take necessary remedial action to eliminate or mitigate the hazard to the satisfaction of the COUNTY.

17. FEMA SUPPORT

CONTRACTOR shall provide assistance to the COUNTY in the COUNTY’s FEMA reimbursement efforts by:

a. Maintaining an accounting system in conformance with Federal guidelines and provide such accounting data to the COUNTY; and

b. Responding to Federal and State agencies' requests for additional information when directed to do so by the COUNTY.

18. OTHER WORK

a. The COUNTY may perform other work related to the Project in the Project Area by the COUNTY's own forces or let other direct contracts which shall contain conditions similar to this Contract.

b. If the COUNTY contracts with others for the performance of other work on the Project in the Project Area, the following will be provided to the CONTRACTOR in writing:

i. The person, firm or corporation who will have authority and responsibility for coordination of the activities among the various contractors will be identified;

ii. The specific matters to be covered by such authority and responsibility will be itemized; and

iii. The extent of such authority and responsibilities will be provided.

c. The COUNTY shall have sole authority and responsibility in respect of such coordination.

19. COUNTY’S RESPONSIBILITIES AND STATUS DURING PROSECUTION OF THE WORK

a. The COUNTY may engage the services of a DRMC to assist the COUNTY ensure the CONTRACTOR performs the Work according the Contract Documents and all applicable federal, state and local regulations.

b. Except as otherwise provided in this Contract, the COUNTY shall issue all communications to CONTRACTOR.

c. The COUNTY will determine the boundaries of the Site, direct the sequence for debris removal services by Work Zone, and approve the location of DDMS and landfills prior to use of such sites for debris processing or disposal as detailed in the Scope of Work, Exhibit A.

d. The COUNTY will make visits to the Site at intervals appropriate to the various stages of Work as COUNTY deems necessary in order to observe the progress that has been made and the quality of the various aspects of CONTRACTOR's executed Work. Based on information obtained during such visits and observations, the COUNTY will endeavor to determine, in general, if the Work is proceeding in accordance with the Contract Documents. COUNTY's efforts will be directed toward providing a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and on-site observations, the COUNTY will keep informed of the progress of the Work and will endeavor to guard against Defective Work.

e. The COUNTY will have authority to disapprove or reject Work that the COUNTY believes to be Defective, or that the COUNTY believes does not conform to the Contract Documents. The COUNTY will also have authority to require special inspection or testing of the Work whether or not the Work is fabricated, installed or completed to determine whether the Work is Defective.

f. Neither the COUNTY's authority or responsibility under this section or under any other provision of the Contract Documents nor any decision made by the COUNTY in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise or performance of any authority or responsibility by the COUNTY shall create, impose or give rise to any duty owed by the COUNTY to CONTRACTOR, any Subcontractor and Supplier, any other person or organization, or to any surety for or employee or agent of any of them.

g. The COUNTY will not supervise, direct, control or have authority over or be responsible for CONTRACTOR's means, methods, techniques, or procedures, or the safety precautions and programs incident thereto, or for any failure of CONTRACTOR to comply with Laws and Regulations applicable to the furnishing or performance of the Work, except as specifically stated in Scope of Work, Exhibit A. COUNTY will not be responsible for CONTRACTOR's failure to perform or furnish the Work in accordance with the Contract Documents.

h. The COUNTY will not be responsible for the acts or omissions of CONTRACTOR or of any Subcontractor, any Supplier, or of any other person or organization performing or furnishing any of the Work.

i. The COUNTY's review of the CONTRACTOR’S invoices and accompanying documentation will only be to determine generally that their content complies with the requirements of the Contract Documents.

j. The limitations upon authority and responsibility set forth herein shall also apply to the COUNTY's DRMC.

20. PERMITS, FEES AND LICENSES

a. Unless otherwise provided, CONTRACTOR shall obtain and pay for all permits and licenses that are necessary and incidental to the prosecution of the Work. The COUNTY shall assist CONTRACTOR, when necessary, in obtaining such permits and licenses. CONTRACTOR shall pay all governmental charges and inspection fees necessary for the prosecution of the Work.

b. Prior to operation of any DDMS, CONTRACTOR will comply with all applicable permitting requirements and provide the COUNTY with copies of such permits.

21. LAWS AND REGULATIONS

It is the CONTRACTOR’s responsibility to be aware of and comply with all federal, state, and local laws, rules, regulations,…