BREVARD COUNTY

PUBLIC WORKS DEPARTMENT

PROFESSIONAL SERVICES CONTRACT

SUPPLEMENTAL SAFETY PLANNING

SAFE STREETS AND ROADS FOR ALL (SS4A)

[Insert Name of Company]

Brevard County Public Works Department

2725 Judge Fran Jamieson Way, Room A-201

Viera, Florida 32940

PROFESSIONAL SERVICES CONTRACT SUPPLEMENTAL SAFETY PLANNING

SAFE STREETS AND ROADS FOR ALL (SS4A)

1. RECITALS

2. ADMINISTRATION

3. TERM

4. NON-EXCLUSIVE CONTRACT

5. DEFINITIONS

6. SCOPE OF PROFESSIONAL SERVICES

7. STANDARD OF CARE REQUIRED FOR PROFESSIONAL SERVICES

8. QUALITY CONTROL

9. AMENDMENTS

10. FORCE MAJEURE

11. COMPENSATION AND REIMBURSABLE COSTS

12. BILLING, PAYMENT, AND PARTIAL PAYMENTS

13. OWNERSHIP AND REUSE OF WORK PRODUCT

14. GRANT CONTRACT PROVISIONS

15. AUDIT RIGHTS AND PUBLIC RECORDS

16. INDEPENDENT CONTRACTOR

17. EQUAL OPPORTUNITY EMPLOYMENT

18. UNAUTHORIZED ALIEN WORKERS AND EMPLOYMENT ELIGIBILITY

VERIFICATION (E-VERIFY)

19. SUBCONTRACTING

20. ASSIGNMENT

21. CONFLICTS OF INTEREST

22. COVENANT AGAINST CONTINGENT FEES

23. PUBLIC ENTITY CRIMES

24. SCRUTINIZED COMPANIES LIST

25. INDEMNIFICATION AND INSURANCE

26. DISPUTE RESOLUTION

27. TERMINATION OF CONTRACT

28. NOTICES AND AUTHORIZED REPRESENTATIVES

29. ATTORNEY’S FEES, GOVERNING LAW, VENUE, AND WAIVER OF JURY

TRIAL

30. MODIFICATIONS

31. TRUTH-IN-NEGOTIATIONS

32. INTERPRETATION

33. SEVERABILITY

34. FURTHER ASSURANCES

35. COUNTERPARTS AND AUTHORITY

Attachment A SCOPE OF SERVICES Attachment B FEES Attachment C PHOTO RELEASE FORM Attachment D US DEPARTMENT OF TRANSPORTATION (USDOT) FEDERAL

HIGHWAY AUTHORITY (FHWA) FISCAL YEAR 2024 SAFE STREETS AND ROADS

FOR ALL (SS4A) GRANT PROGRAM FEDERAL AWARD NO. 693JJ32640333

PROFESSIONAL SERVICES CONTRACT

SUPPLEMENTAL SAFETY PLANNING

SAFE STREETS AND ROADS FOR ALL (SS4A)

THIS CONTRACT is made and entered into by and between the following

Parties: BREVARD COUNTY, FLORIDA, a political subdivision of the State of Florida, hereinafter referred to as COUNTY, and [INSERT LEGAL NAME OF COMPANY], a business having its principal address at [INSERT ADDRESS OF COMPANY], hereinafter referred to as CONTRACTOR.

RECITALS

WHEREAS, the COUNTY desires to contract with a qualified contractor to provide professional services for Supplemental Safety Planning, hereinafter referred to as “Project”; and

WHEREAS, the COUNTY advertised a Request for Qualifications RFQ# 08-26-

12 on XXXXX, XX, 2026, for professional services and has selected the CONTRACTOR to perform professional services pursuant to the provisions of Section 287.055, Florida

Statutes, as may be amended, and Brevard County Policy BCC-26 (Acquisition of

Consultant Professional Services), as may be amended; and

WHEREAS, the CONTRACTOR was selected as the most qualified contractor to perform the professional services for the Supplemental Safety Planning; and

WHEREAS, the COUNTY received funding under the US Department of

Transportation (USDOT) Federal Highway Authority (FHWA) Fiscal Year 2024 Safe

Streets and Roads for All (SS4A) Grant Program, and the grant agreement is attached hereto and incorporated herein by this reference; and

WHEREAS, compliance by the CONTRACTOR with the special contract clauses related to grant funds, when applicable, is important in order for the COUNTY to remain eligible to be reimbursed for the cost of the work and/or be required to reimburse the federal government for the cost of the work, and the CONTRACTOR shall meet the requirements of such special contract clauses.

NOW THEREFORE, in consideration of the mutual promises hereinafter contained, the Parties agree as follows:

1. RECITALS.

The above recitals are incorporated into this Contract by this reference.

2. ADMINISTRATION.

2.1 This Contract is administered by the Public Works Department, a department of the Brevard County Board of County Commissioners, hereinafter referred to as the Department.

2.2 The Contract Documents consist of the records listed below. Unless stated otherwise by the COUNTY, in the case of any conflict between the Contract

Documents, the order of precedence shall be as follows (as applicable): (1)

Amendments (with those of later date having precedence over those of earlier date); (2) the US Department of Transportation (USDOT) Federal Highway Authority (FHWA)

Fiscal Year 2024 Safe Streets and Roads for All (SS4A) Grant Program, Federal Award

No. 693JJ32640333 (Attachment D incorporated herein by this reference); (3) this

Professional Services Contract and Attachments (the “Contract”); (4) the COUNTY’s

RFQ #8-26-12 and Addenda (with those of later date having precedence over those of earlier date; (5) the CONTRACTOR’s RFQ #8-26-12 response; and (6) any other associated documents.

3. TERM.

3.1. This Contract shall be effective from the date of signature of the last Party to execute the Contract and remain in full force and effect for the duration of the Project, unless it is terminated as otherwise provided herein. The services to be rendered by the

CONTRACTOR shall commence upon the date indicated in the Notice to Proceed issued by the COUNTY to the CONTRACTOR. The CONTRACTOR shall complete the

Project within two (2) years from the Notice to Proceed.

A reasonable extension of time shall be granted in the event of delay caused by the COUNTY or should abnormal weather conditions, acts of God, or other unforeseen conditions delay performance of the CONTRACTOR's duties. Such extensions of time shall be the sole remedy of the CONTRACTOR for such delays, and the

CONTRACTOR will not be entitled to any damages or any claim for extra compensation. CONTRACTOR explicitly agrees to such limited remedy, and hereby waives any claims to the contrary.

3.2. Survival of Provision for Services related to Legal Purposes. During the term of this Contract, the Parties agree that the COUNTY may require the

CONTRACTOR to appear or to provide services as an expert or fact witness for any legal or court proceeding related to work performed under this Contract at the hourly rate delineated in this Contract. Additionally, for a period of five years after the expiration of this Contract, upon COUNTY request, the CONTRACTOR expressly agrees that it will provide services as an expert or fact witness for any legal or court proceeding related to work performed under this Contract at the rates as follows: for such services provided after the expiration or termination of this Contract, the Parties agree the CONTRACTOR may increase its hourly rate for said services over this

Contract’s rate by no more than the annual increase in the consumer price index adopted by COUNTY pursuant to Administrative Order AO-40 (issued by the County

Manager of Brevard County, copy available upon request), as may be amended, for each year the Contract has lapsed. This provision, and any provision necessary to enforce it, survives Contract expiration or termination for a period of five years.

4. NON-EXCLUSIVE CONTRACT.

The Parties acknowledge that this Contract is not an exclusive agreement, and the COUNTY may employ other similar contractors to furnish services for the COUNTY, as the COUNTY, in its sole discretion, finds is in the public interest. The COUNTY reserves the right to assign such work to the CONTRACTOR as it may approve in the sole discretion of the COUNTY.

5. DEFINITIONS.

5.1. Amendment. A document issued by the COUNTY to the

CONTRACTOR that describes modifications and/or revisions to the scope of services, to the schedule for deliverables, and/or to changes in compensation.

5.2 Professional Services. Those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered surveying and mapping, as defined in Florida law, or those services performed by any architect, professional engineer, landscape architect, or registered surveyor and mapper in connection with his/her professional employment or practice.

5.3. Purchase Order. The COUNTY’s document used to authorize a purchase transaction with a contractor, generally used for one-time purchases or open framework purchase orders, which contains provisions for goods and/or services ordered, applicable terms as to payment, discounts, date or performance, transportation, and other factors or conditions relating to the transaction. Acceptance of a purchase order by a vendor shall constitute a contract, except in instances where a purchase order is used solely as an internal encumbrance document in SAP. For purposes of this Contract, except for the purchase order issued in SAP for this Contract, or any internal encumbrance documents issued in SAP, all other purchase orders issued under this Contract shall be governed by the terms of this Contract.

5.4. Work. A general term for the goods and/or services provided by the

CONTRACTOR under this Contract necessary to complete the Project relating to

Supplemental Safety Planning.

5.5. Work Product. A defined term for all material, which may be copyrighted or trademarked, which the CONTRACTOR creates for the COUNTY under this Contract as a deliverable and including, but not limited to, reports, tracing, plans, specifications, data, maps, contract documents, drawings, writings, surveys, photographs, video, and other products created in the process of creating the deliverables. As a deliverable, work product is to be provided to the COUNTY for its use, and unless the work product, or a portion thereof, is copyrighted or trademarked, it shall become the property of the

COUNTY.

6. SCOPE OF PROFESSIONAL SERVICES.

6.1. The CONTRACTOR shall provide the COUNTY with professional services as identified in the Scope of Services, which is attached hereto as Attachment A and performed to the current professional standards of the applicable discipline and as further set forth in the standard of care section. No additional work shall be performed under this Contract without an approved Amendment in writing from the County and written Notice to Proceed authorized by the County in accordance with the requirements and thresholds established in Board Policy BCC-25, and as amended.

7. STANDARD OF CARE REQUIRED FOR PROFESSIONAL SERVICES.

7.1. The CONTRACTOR agrees to perform professional services associated with the requested work in accordance with this Contract in a manner consistent with the professional skill and degree of care and diligence ordinarily provided by other similar professionals in the same or similar locality under the same or similar circumstances and as further set forth herein.

7.2. The CONTRACTOR further agrees that the standard of care required of the CONTRACTOR to provide the professional services under this Contract includes the following, and that the CONTRACTOR shall:

7.2.1. Ensure the adequacy of work provided under this Contract with appropriate due diligence and a reasonable standard of care in a manner that adequately captures scope, complexity, and design constraints. This includes, but is not limited to, environmental, geotechnical, architectural, landscape architecture, and surveying professional services, and appropriate site visits.

7.2.2. Correct any errors and omissions and prepare any necessary plan revisions not involving a change in the scope of the work required, that may be required because work was determined by the County to be unsatisfactory, substandard, defective, and/or not otherwise in compliance with the standard of care as set forth in this Contract at no additional cost to the COUNTY. Any person or entity may bring concerns about the work to the attention of the

COUNTY for its review and determination. This remedy shall be cumulative to all other remedies available under law. The CONTRACTOR understands and agrees to be held liable for damages to the COUNTY that result from any errors and omissions committed by the CONTRACTOR, including, but not limited to, delay claims from other COUNTY contractor(s) that relied upon the services performed by the CONTRACTOR.

7.2.3. Be responsible for the professional quality, technical accuracy, timely completion, and coordination of all designs, drawings, specifications, reports, and other services furnished by the CONTRACTOR under this Contract.

The CONTRACTOR shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its designs, drawings, specifications, reports, and other services.

7.2.4. Be responsible for recruiting, hiring, training, supervising, disciplining, and discharging personnel necessary to maintain an adequate staff of experienced and qualified personnel licensed in the State of Florida to perform all professional services contemplated by this Contract.

7.2.5. Comply with federal, state, and local laws, codes, and ordinances applicable to the work. The CONTRACTOR shall comply with the US Department of Transportation (USDOT) Federal Highway Authority (FHWA) Fiscal Year 2024

Safe Streets and Roads for All (SS4A) Grant Program, Federal Award No.

693JJ32640333. Failure or inability on the part of the CONTRACTOR to have complete knowledge and intent to comply with such laws, rules, and regulations shall not relieve the CONTRACTOR from its obligation to completely perform any work assigned pursuant to this Contract.

7.2.6. Cooperate fully with the COUNTY in the scheduling and

coordination of all phases of the work.

7.2.7. Cooperate and coordinate with other COUNTY contractors, as specified in this Contract.

7.2.8. Exercise an appropriate Quality Control Program to provide adequate oversight and supervision over all of the CONTRACTOR’s sub-contractors.

7.2.9. Report the status of the work to the COUNTY as required in the

Contract or upon request and hold pertinent data, calculations, field notes, records, sketches, and other projects open to the inspection of the COUNTY or its authorized agent at any time.

7.2.10. Submit all design computations, sketches, and other data representative of the work’s progress for the County’s review as specified in the

Contract. Submit the final work upon incorporation of any modifications requested by the COUNTY during any previous review, for the County’s review.

Any COUNTY approval of the CONTRACTOR’s plans, design, or specifications shall not be deemed to diminish or waive the standard of care or skill required of the CONTRACTOR.

7.2.11. Confer with the COUNTY during the further development and implementation of improvements for which the CONTRACTOR has provided design or other services.

7.2.12. Interpret plans and other documents.

7.2.13. Meet project deliverable dates established in this Contract.

7.2.14. Prior to final approval of the work by the COUNTY, conduct and complete a preliminary check of any construction or other documents through any review committee, third-party contractor or any county, city, state or federal agency from which a permit or other approval is required. Any approval obtained from the COUNTY, or any other agency, shall not be deemed to diminish or discharge the standard of care or warranty of the CONTRACTOR as provided for in this Contract.

7.2.15. Upon solicitation to construct the design, should the construction award exceed the estimated total construction cost of the CONTRACTOR’s final design plans by ten percent (10%) or more, at the COUNTY’s discretion, the

CONTRACTOR will redesign the Project and/or work with the COUNTY to reduce the costs to within the total estimated construction costs at a mutually agreed upon fee. The CONTRACTOR shall use commercially reasonable and best efforts to design the Project so as to conform to the COUNTY’s desired budget. However, the CONTRACTOR has no control of the construction contractors’ proposals, material costs, and market conditions.

8. QUALITY CONTROL.

8.1. The CONTRACTOR agrees to a high level of quality control and accuracy in keeping with its standard of care. The COUNTY may request additional data collection or re-analysis of data at no expense to the COUNTY. If the original data collected and/or data analysis is later found to be accurate and reasonable, the

CONTRACTOR shall be compensated for the additional work in accordance with the

CONTRACTOR’s hourly rate for staff performing the work and providing verifiable documentation.

8.2. The CONTRACTOR acknowledges that the COUNTY will periodically evaluate the CONTRACTOR'S performance, and that the evaluation will be used by the

COUNTY in determining the CONTRACTOR's qualifications for future contracts with the

COUNTY.

9. AMENDMENTS.

9.1. Generally. Additional services or changes to the work provided by the

CONTRACTOR for the COUNTY shall be identified in written Amendments.

Amendments shall contain a description of services to be performed, a statement of fees, a schedule for completion, and any subconsultant proposals for the work to be performed. Upon request by the COUNTY, the CONTRACTOR shall also provide a work effort and cost schedule.

9.2. Effectiveness. An Amendment shall not give rise to any contractual rights until both Parties have caused the Amendment to be executed by their duly authorized representatives and a written Notice to Proceed for the respective Amendment is issued by the COUNTY. The CONTRACTOR shall commence work as indicated in the written

Notice to Proceed issued by the COUNTY subsequent to the execution of a

Amendment. The CONTRACTOR shall complete the work in accordance with the executed Amendment. The CONTRACTOR acknowledges that TIME IS OF THE

ESSENCE for all work performed under this Contract. All written Notices to

Proceed and executed Amendments are incorporated into this Contract by this reference and shall constitute an addendum to this Contract.

The CONTRACTOR will provide the COUNTY with a written list of the names, company/corporate titles, business addresses, and business telephone number(s) of those officers, agents, or employees of the CONTRACTOR authorized to execute

Amendments, issued under this Contract, on its behalf. This list shall be signed by the officer or agent executing this Contract on behalf of the CONTRACTOR and shall be submitted with this executed Contract. Any changes, deletions, or additions to this list of authorized signatories to Amendments shall be submitted in writing to the County by the officer or agent executing the Contract upon the CONTRACTOR becoming aware of the need for such change, etc. Any updates to the list of authorized signatories must be provided to the COUNTY prior to an Amendment being finalized for signature. Failure to timely submit the updated list of authorized signatories may result in delays in executing

Amendments. The CONTRACTOR shall be responsible for any such delays.

9.3. Order of Work. The COUNTY shall have the right to determine which units or sections of the work on which the CONTRACTOR shall proceed and in what order. The COUNTY reserves the right to pause or cancel the work. If the

CONTRACTOR requests a schedule change, a revised schedule shall be submitted in writing for COUNTY consideration, and commencement of any such schedule revision is contingent on approval by the COUNTY.

In the event the CONTRACTOR experiences any delay in completing the work resulting from circumstances beyond its control, the CONTRACTOR shall provide immediate (no later than one (1) business day after the event) notice in writing to the COUNTY for consideration if additional compensation and/or time is requested by the

CONTRACTOR. The CONTRACTOR waives any right to make a claim based upon a delay if such written notice was not provided.

If the CONTRACTOR cannot complete the work prior to an established completion date, the CONTRACTOR must submit a request for time extension at least sixty (60) calendar days prior to said established completion date. A request for time extension shall include a detailed justification for the delay, along with an updated project completion schedule. Upon receipt of the request for a time extension, the COUNTY shall review the justification and may request additional information as needed to consider the time extension request. Furthermore, the time extension may require additional approvals from the federal government which will be coordinated by the COUNTY. Time extensions are granted at the discretion of the COUNTY, but will not be unreasonably withheld.

9.4. COUNTY Assistance. Where appropriate, the COUNTY shall make

COUNTY personnel with knowledge of the operation of the COUNTY as it relates to the work available to assist the CONTRACTOR, as appropriate. The COUNTY shall make its facilities accessible to the CONTRACTOR, when and where feasible, and as required for the CONTRACTOR’s performance of services under this Contract. In those instances where the CONTRACTOR may deem it necessary to obtain access or entry upon privately owned property in its performance of the Contract, the

CONTRACTOR may request assistance from the COUNTY in facilitating such access.

The COUNTY shall assist as is feasible.

10. FORCE MAJEURE

10.1. The CONTRACTOR shall not be liable for its failure to perform hereunder if its performance is rendered impossible or delayed by any unforeseen act, event, or condition beyond its reasonable control which by the exercise of due diligence it shall be unable to overcome. Such unforeseen acts, events or conditions shall include, but not be limited to, the following: hurricanes, tornado, lightning, or earthquake; strikes or lockouts; acts of war, civil insurrection, riots or terrorism; fire or flood not caused by the Party unable to perform; change in law not due to improper conduct; pandemics or quarantines. Notwithstanding anything in this Contract to the contrary, the term “Force Majeure” does not include, and the CONTRACTOR shall not be excused from performance under this Contract for events relating to, increased costs, including, without limitation, increased costs of fuel, labor, insurance, or other expenses of performing the services hereunder. Force Majeure also does not include local weather conditions, which CONTRACTOR acknowledges were considered at the time of submitting and agreeing to any project schedules. The COUNTY will not grant any extensions of time for circumstances that existed or that the CONTRACTOR knew of or should have known about at the time this Contract was executed or any associated

Amendment was entered into by the Parties or Notice to Proceed was issued by the

COUNTY.

10.2. The failure to perform must occur directly, exclusively, and contemporaneously with the Force Majeure event. Should the CONTRACTOR be obstructed or delayed in the prosecution or completion of its services or work as a result of said unforeseeable causes beyond the control of the CONTRACTOR and not due to its own fault and neglect, the CONTRACTOR shall, within one (1) business day of the time the delay becomes apparent, notify the COUNTY of such delay in writing stating the cause or causes thereof, failing which the CONTRACTOR shall waive any right the

CONTRACTOR may have to request a reasonable extension of time to complete the work. Such reasonable extensions of time to complete the work shall be the sole remedy of the CONTRACTOR for such delays, and the CONTRACTOR will not be entitled to any damages or any claim for extra compensation.

11. COMPENSATION AND REIMBURSABLE COSTS.

11.1. GENERAL. The method of payment applicable to this Contract is lump sum. As consideration for providing professional services rendered pursuant to this

Contract, the COUNTY agrees to pay, and the CONTRACTOR agrees to accept fees and other compensation based on the Schedule of Fees included in Attachment B, attached hereto and made a part hereof by this reference. The total lump sum cost of the Project shall not exceed $XXXX. The fee for these services is the maximum cost to the County for all work performed by the CONTRACTOR for the services rendered pursuant to the Scope of Services, Attachment A, unless adjusted by an authorized

Amendment. Additional services under this Contract shall, if required and requested, be compensated in accordance with the Schedule of Fees included in Attachment B. A determination of allowable costs in accordance with the Federal cost principles will be performed by the County for services to be rendered under this Contract.

11.2. Reimbursable Expenses or Costs. The CONTRACTOR shall be compensated for certain work-related expenditures not covered by the fee for service only if (1) the reimbursable expenses are pre-approved by specification in the Contract;

or (2) the CONTRACTOR has obtained written pre-approval from the COUNTY prior to incurring the expense. If an expense is not pre-approved by the COUNTY, the

CONTRACTOR will not be entitled to be compensated by the COUNTY for such expense. When requesting COUNTY pre-approval for an expense, the

CONTRACTOR must provide a written justification for the expenses accompanied by copies of invoices, receipts, requisitions, and/or estimates (if actual expense cannot be provided until actual cost is incurred) to document the need for the expense. The

COUNTY, upon receipt of satisfactory documentation, will provide the CONTRACTOR with its written decision on approval or rejection of said expenses. The CONTRACTOR must submit the final receipts, invoices, etc., for expenses incurred in order to be reimbursed by the COUNTY. The COUNTY will reimburse the CONTRACTOR for pre-approved expenses at actual cost(s) (no markup or percentage increase will be paid by the COUNTY). Types of reimbursable expenses may include:

11.3.1. Documents and Incidentals. Expenses for document

reproduction or other incidental expenses. These expenses shall be reimbursed on a direct cost basis to cover labor and expenses.

11.3.2. Contractual Costs. Subcontractors shall be reimbursed at the expense of such cost. Requests for copies of invoices, receipts must accompany reimbursement of Contractual Costs, purchase requisitions, etc. to document the charges.

11.3.3. Equipment Costs. Equipment shall be reimbursed at the cost of rental or purchase cost. Equipment purchased is the property of the

COUNTY and must be returned upon the completion of the related work.

11.3.4. Travel Costs. The Parties agree that travel costs for normal business travel necessary under the performance of this contract is included in the CONTRACTOR’s fee. The COUNTY, in its sole discretion, may approve a

CONTRACTOR’s request for reimbursement for special travel required under extenuating circumstances as part of an Amendment. If approved, such travel shall be reimbursed at the same rate as for COUNTY employees in accordance with the most current version of County Administrative Order AO-21, entitled

"Travel" (issued by the County Manager of Brevard County, copy available upon request), as may be amended, which administrative order is incorporated to this contract by this reference, and Section 112.061, Florida Statutes. All

CONTRACTOR requests for special travel must be documented on a State of

Florida Travel Voucher with appropriate receipts. Without prior written approval, the COUNTY is not responsible for reimbursing the CONTRACTOR for said travel.

11.3.5. Permits, Licenses, and Fees. Generally, unless specifically authorized, permits, fees, and licenses necessary for performance of work pursuant to this Contract will not be waived by the COUNTY, and the

CONTRACTOR shall be responsible for obtaining, and shall pay for their own professional permits, fees, and licenses, as required. If authorized, and not treated as a reimbursable cost, the COUNTY shall pay directly to the governing authority, the cost of permits, fees, and/or licenses required for completion of the work.

11.3.6. Other miscellaneous expenses previously authorized in writing by the COUNTY.

12. BILLING, PAYMENT, AND PARTIAL PAYMENTS

12.1. General. The COUNTY will make payment to the CONTRACTOR through County Finance according to Brevard County Administrative Order AO-33

(issued by the County Manager of Brevard County, copy available upon request), as may be amended, and Florida’s Local Government Prompt Payment Act, Chapter 218, Part VII, Florida Statutes, including provision of an IRS Form W-9. The CONTRACTOR payments are subject to the COUNTY's right to withhold any amounts reasonably necessary to complete or correct substandard work or work not in compliance with the terms of this Contract. The COUNTY will not honor any claim for services rendered by the CONTRACTOR that is not specifically provided for in this Contract.

12.2. Process for Payment of Invoices.

12.2.1. The CONTRACTOR shall submit invoices for payment to the

COUNTY on a monthly basis. The CONTRACTOR’s request for payment shall be in the form and in the manner, required by the COUNTY, and shall relate to work performed since the last invoiced work. The COUNTY may require supplemental and accompanying data to support the CONTRACTOR’s request for payment.

12.2.2. The amount of each invoice submitted shall be the amount due for all services performed to date in connection with authorized work, as certified by the CONTRACTOR. Each invoice shall include only authorized work and must reference the contract number issued to this Contract. Invoices for work other than lump sum shall include a breakdown for each part of the work billed for each item and personnel as identified in Attachment B, as applicable, of this Contract.

The CONTRACTOR shall include with its invoice copies of all invoices paid by the CONTRACTOR for expenses. The CONTRACTOR shall provide a project monitoring status report with each invoice.

12.2.3. In the event the COUNTY pauses or terminates this Contract, the

CONTRACTOR shall be paid in accordance with the provisions outlined in

Section 27 below. The COUNTY may request documentation from the

CONTRACTOR supporting time spent on partial services.

13. OWNERSHIP AND REUSE OF WORK PRODUCT.

13.1. The COUNTY agrees to furnish to the CONTRACTOR, upon request, for inspection and copying, any known documents or data available in the COUNTY's files pertaining to the work to be performed under this Contract which may be reasonably required by the CONTRACTOR to be performed under this Contract. To the extent the

COUNTY provides such documents or data to the CONTRACTOR for CONTRACTOR’s use under this Contract, the COUNTY agrees to obtain, or cause to be obtained, any releases, permits, or authorization necessary for the use of the documents or data.

The COUNTY agrees to hold the CONTRACTOR harmless for any claims arising with respect to the COUNTY’s releases, permits, or authorization for the use of the documents.

13.2. To the extent the CONTRACTOR provides Work Product that the

CONTRACTOR did not create for its use by the COUNTY, the CONTRACTOR shall obtain, or cause to be obtained, any releases, permits, or authorization necessary for the use of the Work Product by the COUNTY to the same extent that the

CONTRACTOR is required to provide the COUNTY in sections 13.3 and 13.4. The

CONTRACTOR agrees to be responsible for any claims, including, but not limited to, trademark or copyright infringement, arising with respect to such use of Work Product provided by the CONTRACTOR. The CONTRACTOR agrees that it factored all costs of the use of Work Product license(s) into its proposal, and that no additional compensation is owed or will be owed by the COUNTY.

13.3. To the extent the CONTRACTOR creates Work Product under this

Contract for the COUNTY, then to the extent permissible under the law, the Parties agree the Work Product is specially ordered or commissioned as a “work for hire” under

17 United States Code section 101. The CONTRACTOR agrees that the COUNTY is the exclusive owner of all Work Product created under this paragraph, without restrictions or limitations upon its use. When each individual section of work requested pursuant to this sub-section is complete, all of the work products shall be delivered to the COUNTY for its use. There shall be no additional compensation for the rights and property granted under this paragraph.

13.4. To the extent the CONTRACTOR creates Work Product for the COUNTY that falls outside the definition of a “work for hire” under 17 United States Code section

101, by this paragraph, the CONTRACTOR grants to the COUNTY a royalty-free, world-wide, nonexclusive, irrevocable, unlimited license right in the Work Product created by the CONTRACTOR for the COUNTY pursuant to the Contract, without restrictions or limitations upon its use. Such license includes an express right for the COUNTY to further sub-license the Work Product, and to create derivative works, without restriction.

13.5. To the extent the CONTRACTOR creates Work Product for the COUNTY that depends upon original notes, working documents, design calculations, computations, and plans, the COUNTY shall be entitled to a copy of such materials upon request, and further provided said materials shall not be destroyed without the prior written approval of the COUNTY.

13.6. For Work Product the CONTRACTOR provides to COUNTY where a photograph or video of a person with an identifiable face appears, the CONTRACTOR will provide the COUNTY with a standard commercial use modeling release, in writing

(a sample model release is attached as Attachment C). Faces which are blurred to be unrecognizable do not require such a release. The release will include the model’s name, age, and date of birth.

13.7. Reuse of Work Products.

13.7.1. The CONTRACTOR may not reuse plans, specifications, or reports specifically developed by the CONTRACTOR for the COUNTY without express written permission from the COUNTY.

13.7.2. In accordance with Section 287.055(10), Florida Statutes, and this Contract, the COUNTY may reuse any plans, specifications, or reports provided under this Contract.

14. GRANT CONTRACT PROVISIONS.

14.1. This Contract involves work that is to be funded by the Federal Highway

Authority (FHWA). The FHWA Grant Agreement awarded to the County is attached as

Attachment D.

15. AUDIT RIGHTS AND PUBLIC RECORDS.

15.1. In performance of this Contract, the CONTRACTOR shall keep books, records, and accounts of all activities related to this Contract in compliance with generally accepted accounting procedures. All documents, papers, books, records, and accounts made or received by the CONTRACTOR in conjunction with this Contract, and the performance of this Contract, shall be open to inspection during regular business hours by an authorized representative of the COUNTY. The COUNTY or any of its duly authorized representatives reserves the right to audit the CONTRACTOR’s records related to this Contract at any time during the performance of this Contract and for a period of five years after final payment is made, or otherwise required by law.

15.2. Upon completion of the Contract, the CONTRACTOR shall 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 COUNTY upon completion of the

Contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the

CONTRACTOR keeps and maintains public records upon completion of the Contract, the CONTRACTOR shall meet all applicable requirements for retaining public records, and shall retain all documents, books and records for a period of five (5) years after termination of this Contract, unless such records are exempt from section 24(a) of

Article 1 of the State Constitution and Chapter 119, Florida Statutes. All records stored electronically must be provided to the COUNTY, upon request from the COUNTY’s custodian of public records, in a format that is compatible with the information technology systems of the COUNTY.

15.3. All records or documents created by the COUNTY or CONTRACTOR in connection with this Contract are public records subject to Florida Public Records Law, Chapter 119, Florida Statutes. It is the CONTRACTOR’S duty to identify any information in records created by the CONTRACTOR which it deems is exempt or confidential from public records laws under Florida or federal law and identify the statute number which requires the information be held exempt. All records stored electronically by the CONTRACTOR must be provided to the COUNTY in a format compatible with the information technology systems of the COUNTY.

15.4. The CONTRACTOR shall ensure that public records which 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 and following termination of the Contract if the CONTRACTOR does not transfer the records to the COUNTY.

15.5. Pursuant to Section 119.0701, Florida Statutes, a request to inspect or copy public records relating to this Contract must be made directly to the COUNTY. If

COUNTY does not possess the requested records, the COUNTY shall immediately notify the CONTRACTOR of the request and if the CONTRACTOR possesses the records, the CONTRACTOR must provide the records to the COUNTY or allow the records to be inspected or copied within twenty-four (24) hours (not including weekends and legal holidays) of the request so the COUNTY can comply with the requirements of

Sections 119.07, Florida Statutes. The CONTRACTOR may also provide a cost estimate to produce the requested documents consistent with the policy set forth in

Brevard County Administrative Order AO-47 (issued by the County Manager of Brevard

County, copy is available upon request), as may be amended, incorporated herein by this reference.

15.6. If the CONTRACTOR possesses the records but fails to provide the requested public records to the COUNTY within a reasonable time, pursuant to section

119.0701 and 119.10, Florida Statutes, the CONTRACTOR may face civil liability for the reasonable cost of enforcement incurred by the party requesting the records and may be subject to criminal penalties. The CONTRACTOR’s failure to comply with public records requests is considered a material breach of this Contract and grounds for termination.

15.7. Should the COUNTY face any legal action to enforce inspection or production of the records within the CONTRACTOR’s possession and control, the

CONTRACTOR agrees to indemnify the COUNTY for all damages and expenses, including attorney’s fees and costs. The CONTRACTOR shall hire and compensate attorney(s) to represent the CONTRACTOR and the COUNTY in defending such action.

The CONTRACTOR shall pay all costs to defend such action, and any costs and attorney’s fees awarded pursuant to Section 119.12, Florida Statutes.

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: KARENE WILLETT, 2725 JUDGE FRAN JAMIESON WAY,

ROOM A-201, VIERA, FL 32940, 321-617-7202,

KARENE.WILLETT@BREVARDFL.GOV.

16. INDEPENDENT CONTRACTOR.

The COUNTY contracts for the services of the CONTRACTOR as an independent contractor, and not as an employee. Nothing in this Contract shall be construed to create a partnership, joint venture or agency relationship between the

Parties. Neither Party shall have the authority to enter into any Contract of any kind on behalf of the other, or to bind or obligate the other to any third party. As an independent contractor, the CONTRACTOR is not entitled to any of the rights, privileges or benefits of COUNTY employees.

17. EQUAL OPPORTUNITY EMPLOYMENT.

The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment for work under this Contract because of race, color, religion, sex, sexual orientation, gender identity, age, national origin, or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, sexual orientation, gender identity, age, national origin or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfers; recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

18. UNAUTHORIZED ALIEN WORKERS AND EMPLOYMENT ELIGIBILITY

VERIFICATION (E-VERIFY).

18.1. Unauthorized Alien Workers. The COUNTY will not intentionally award publicly funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 United

States Code Section 1324 (a) of the Federal Immigration and Nationality Act. The

COUNTY shall consider a contractor’s intentional employment of unauthorized aliens as grounds for immediate termination of this Agreement.

18.2. The CONTRACTOR shall utilize the U.S. Department of Homeland

Security’s E-Verify system to verify the employment eligibility of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the

Contract term. All contractors shall meet this requirement unless they are a sole proprietor who does not hire employees and therefore is not required to file a

Department of Homeland Security Form I-9 or the Contract is being executed with a company based outside of the United States of America and does not have a corporation or office within the United States of America and does not employ United

States of America citizens.

18.3. Upon request, the CONTRACTOR agrees to provide a copy of the E-

Verify Memorandum of Understanding signed by the CONTRACTOR and the

Department of Homeland Security.

18.4. In accordance with Federal and State law, including Section 448.095

Florida Statutes, the CONTRACTOR agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the COUNTY consistent with the terms of the CONTRACTOR’s enrollment in the program. This includes maintaining a copy of proof of the CONTRACTOR’s and any subcontractor's enrollment in the E-Verify Program.

18.5. Compliance with the terms of this section is made an express condition of this Contract, and the COUNTY may treat a failure to comply as a material breach of this Contract.

18.6. A contractor who registers with and participates in the E-Verify program may not be barred or penalized under this section if, as a result of receiving inaccurate verification information from the E-Verify program, the contractor hires or employs a person who is not eligible for employment.

18.7. Nothing in this section may be construed to allow intentional discrimination of any class protected by law.

19. SUBCONTRACTING.

The CONTRACTOR shall not subcontract, assign, or transfer any work under this Contract without the prior written approval of the COUNTY, including a change of sub-contractor. When applicable, the CONTRACTOR shall cause the names of any subcontracted firms responsible for major portions (or separate specialty) of the work to be inserted in the Contract Documents. The CONTRACTOR shall remain, at all times, liable for the proper performance and completion of all work and other services required under this Contract, including supervision and administration of all such sub-contracted personnel, firms, and companies, and including any errors or omissions by said sub-contractors. The CONTRACTOR shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its designs, drawings, specifications, reports, and other services performed by subcontractor.

20. ASSIGNMENT.

The COUNTY and the CONTRACTOR each bind its respective entity and its successors, legal representatives, and assigns to the other Party to this Contract, and to the partners, successors, legal representatives, and assigns of such other Party, and in respect to all covenants of this Contract. Neither Party shall assign or transfer their interest in this Contract without the prior written consent of the other Party. In the event that the CONTRACTOR changes its name, merges with another company, becomes a subsidiary, or makes other substantial changes in structure or in principals, the

COUNTY reserves the right to terminate this Contract subject to the terms prescribed above.

21. CONFLICTS OF INTEREST.

21.1. No officers, members or employees of the COUNTY, and no members of its governing body, and no other public official of the governing body of the locality or localities in which services for the facilities are situated or carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this Contract, shall participate in any decision relating to this Contract which affects their personal interest, or have any personal or pecuniary interest, direct or indirect, in this Contract or the proceeds thereof.

21.2. A conflict of interest is any situation in which the CONTRACTOR, its employees, or subcontractors are in a position to exploit their professional relationship with the COUNTY in any way for their personal or corporate benefit. The

CONTRACTOR is specifically aware of, and concurs with, the public need for the

COUNTY to prohibit any potential conflicts of interest that may arise as a result of execution of this Contract. The CONTRACTOR covenants that it has extensively reviewed all of its contracts, letters of agreement, and any other indication of commitment on its behalf to perform professional services which could in any way present the reasonable possibility of an actual conflict of interest with the COUNTY.

The CONTRACTOR covenants that it presently has no conflict of interest and shall not acquire any interest, direct or indirect, which shall conflict in any manner or degree with the performance of services required to be performed under this Contract. The

CONTRACTOR further covenants that in the performance of this Contract, the

CONTRACTOR shall employ no person having any such interest. The CONTRACTOR shall disclose in writing to the COUNTY any conflict of interest affecting the

CONTRACTOR’s services to the COUNTY as soon as it becomes aware of the conflict.

22. COVENANT AGAINST CONTINGENT FEES.

As required by Section 287.055(6), Florida Statutes, the CONTRACTOR warrants that he or she has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR to solicit or secure this

Contract and that CONTRACTOR has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the

CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this agreement. For any breach or violation of this provision, the COUNTY shall have the right, but not the duty, to terminate this Contract, without liability, and, at its discretion, to deduct from the contract price or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration and any damages and shall be responsible for reporting the details of such breach or violation to the proper legal authorities where and when appropriate.

23. PUBLIC ENTITY CRIMES.

23.1. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid/quote/proposal on a contract to provide goods or services to a public entity, may not submit a bid/quote/proposal on a contract with a public entity for construction or repair of a public building or public work, may not submit bids/quotes/proposals on leases of rental property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of threshold amount provided in

Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from date of being placed on convicted vendor list.

24. SCRUTINIZED COMPANIES LIST.

24.1. The CONTRACTOR shall provide a fully executed Scrutinized Companies that Boycott Israel List Affidavit in accordance with Section 287.135, Florida Statutes, at the time of bid submission. The completed affidavit shall be incorporated herein by this reference.

24.2. The CONTRACTOR certifies that it and its subcontractors are not on the

Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, Florida

Statutes, the COUNTY may immediately terminate this Contract at its sole option if the

CONTRACTOR or its subcontractors are found to have submitted a false certification;

or if the CONTRACTOR or its subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel during the term of this

Contract.

24.3. If this Contract is for more than one million dollars, the CONTRACTOR further certifies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum

Energy Sector List, or engaged with business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes.

24.4. Pursuant to Section 287.135, Florida Statutes, the COUNTY may immediately terminate this Contract at its sole option if the CONTRACTOR, its affiliates, or its subcontractors are found to have submitted a false certification; or if the

CONTRACTOR, its affiliates, or its subcontractors are placed on the Scrutinized

Companies that Boycott the Scrutinized Companies with Activities in Sudan List, or

Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Contract.

24.5. The CONTRACTOR agrees to observe the above requirements for applicable subcontracts…