Attachment_A__Draft_Contract.pdf

ATTACHMENT A

CONTRACT FOR CONSTRUCTION

COOLING TOWER REFURBISHMENT

COUNTY SERVICE COMPLEX –

MERRITT ISLAND

BREVARD COUNTY

PUBLIC WORKS DEPARTMENT/FACILITIES

Table of Contents

RECITALS

Section 1. Recitals

Section 2. Administration

Section 3. Contract Documents

Section 4. Scope of Work

Section 5. Effective Date, Contract Term, and Construction Completion

Section 6. Payment; Progress Payments

Section 7. Termination

Section 8. Liquidated Damages

Section 9. Indemnification

Section 10. Insurance

Section 11. Warranty

Section 12. Public Records

Section 13. Right to Audit Records

Section 14. Scrutinized Companies

Section 15. Employment Verification

Section 16. Governing Law; Venue; Attorney’s Fees; Waiver of Right to Jury Trial

Section 17. Ownership

Section 18. Independent Contractor

Section 19. Public Construction Bond/Security

Section 20. Compliance with Laws

Section 21. Taxes

Section 22. Captions and Paragraph Headings

Section 23. Attorney’s Fees

Section 24. Severability

Section 25. Successors and Assigns

ATTACHMENT A GENERAL CONDITIONS

CONTRACT DOCUMENTS

THE DESIGN CONSULTANT

OWNER/COUNTY

CONTRACTOR

SUBCONTRACTORS

WORK BY COUNTY OR BY SEPARATE CONTRACTORS

MISCELLANEOUS PROVISIONS

TIME

PAYMENTS AND COMPLETION

PROTECTION OF PERSONS AND PROPERTY

CHANGES IN THE WORK

UNCOVERING AND CORRECTION OF WORK

TERMINATION OF THE CONTRACT

ATTACHMENT B PUBLIC CONSTRUCTION BOND

CONTRACT FOR CONSTRUCTION

COOLING TOWER REFURBISHMENT

COUNTY SERVICE COMPLEX – MERRITT ISLAND

THIS CONTRACT is entered into the date of last signature below, by and between BREVARD COUNTY, FLORIDA, a political subdivision of the State of Florida (herein referred to as the “County” or “Owner”), whose mailing address is 2725 Judge Fran Jamieson Way, Building A, Second Floor, Room 201, Viera, Florida 32940, and _________________________________ , an entity authorized to do business in the State of Florida (herein referred to as the “Contractor”), whose principal address is

RECITALS

WHEREAS, it is the intent of the County to obtain construction services in connection with the Cooling Tower Refurbishment for the County Service Complex – Merritt Island, as outlined in Bid #B-2-26-42 (hereinafter referred to as the “Project” or the “Work”); and

WHEREAS, the County has issued a solicitation for bids, Bid #2-26-42, which is incorporated herein, to perform the Project; and

WHEREAS, the Contractor has been selected as the lowest, responsive, and responsible bidder for Bid #B-2-26-42 for the Project; and

WHEREAS, the Contractor desires to perform such construction for the Project in accordance with the terms and conditions of this Contract; and

WHEREAS, the Contractor shall comply with any and all Federal, State, and/or local laws, rules, and regulations, including, but not limited to permitting agencies and Authorities Having Jurisdiction (AHJ), which are governmental or non-governmental entities responsible for enforcing building codes, fire codes, and other regulations in a given jurisdiction; and

WHEREAS, the County intends to utilize the equipment rebate voucher awarded under the Energy Efficiency and Conservation Block Grant (“EECBG”) Program to request reimbursement for the Project. As such, the Project must be completed by November 26, 2026, unless EECBG grants a time extension; and

WHEREAS, the Contractor shall comply with requirements related to EECBG, including, but not limited to, Build America, Buy America Act (BABA) for Projects greater than $250,000 and prevailing minimum wages, and other Federal and/or State regulations, when applicable, in order for the County to remain eligible to be reimbursed for the cost of the work; and

WHEREAS, the County finds entering into this Contract will serve the public interest and public benefit.

NOW, THEREFORE, in consideration of the promises hereinafter contained, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the following terms and conditions are hereby mutually agreed to by and between the County and the Contractor.

Section 1. Recitals.

The above recitals are true and correct and are incorporated herein by this reference.

Section 2. Administration.

This Contract is administered by the Brevard County Public Works Department/Facilities.

Section 3. Contract Documents.

3.1. The Contract Documents consist of this Contract, the Conditions of the Contract (General, Supplementary, and other conditions), the Public Construction Bond/Security (for projects over $200,000), the Drawings and Specifications, sample forms, the Contractor’s Bid, all addenda issued during the bidding process, and all modifications, including change orders, issued after execution of this Contract.

3.2. Unless stated otherwise in writing by the County, in the case of any conflict between the Contract Documents, which are incorporated herein by this reference, the order of precedence for the Contract Documents shall be (as applicable): (1) Change Orders (with those of later date having precedence over those of earlier date); (2) this County- Contractor Contract, and any amendments made thereto; (3) Drawings and Specifications;

(4) General Conditions attached hereto as Attachment A and incorporated herein by this reference; (5) Bid #B-2-26-42 Addenda (with those of later date having precedence over those of earlier date); (6) the County’s bid, Bid #B-2-26-42; (7) Contractor’s Bid Response to Bid #B-2-26-42; (8) Permits; and (9) any other associated documents.

Section 4. Scope of Work.

4.1. The Contractor shall provide and pay for all materials, tools, equipment, labor, any applicable taxes, professional and non-professional services, and all other associated costs, and shall perform all other acts and supply all other things necessary to fully and properly perform and complete the Project, as required in the Contract Documents.

4.2. The Contractor agrees to perform and complete the activities provided for in the Contract Documents.

4.3 The Design Consultant (as defined in the General Conditions) shall be TLC Engineering Solutions, Inc., provided, however, that the County may, without liability to the Contactor, unilaterally amend this Paragraph from time to time by designating a different person or organization to act as its Design Consultant and so advising the Contractor in writing, at which time the person or organization so designated shall be the Design Consultant for purposes of this Contract.

Section 5. Effective Date, Contract Term, and Construction Completion.

5.1. The date of the last party’s signature below is the Contract’s effective date (hereinafter referred to as the “Effective Date”).

5.2. The term of this Contract shall remain in full force and effect until the Project contemplated herein has been completed and accepted by the County.

5.3. This Contract may be extended in writing upon mutual agreement by the parties.

5.4. The Contractor shall have ninety (90) calendar days to achieve Substantial Completion of the Project from the issuance of the Notice to Proceed. The Contractor shall have an additional thirty (30) calendar days from Substantial Completion to achieve Final Completion of the Project or thirty (30) calendar days after the County’s receipt of the Substantial Completion Punchlist, whichever is greater. Any extension of time shall only be approved at the County’s discretion and granted in writing. The Contractor acknowledges that time is of the essence for all work performed under this Contract. The Contractor acknowledges that failure to complete the work contemplated herein within the time(s) set forth herein will result in substantial damages to the County. Specifically, the EECBG funding is available for a limited time and, regardless of the County’s ability to secure an extension of time, Contractor acknowledges that such funds may be lost or otherwise reduced if the project is not completed within the Contract Time agreed to herein.

5.5. The warranties required or provided for under this Contract shall survive Final Completion and will extend for the commercially-reasonable time associated with the goods and/or services provided for the applicable period of time after acceptance of the Project by the County.

Section 6. Payment; Progress Payments.

6.1. The County agrees to pay the Contractor $_____TBD_________ for complete performance of the Project outlined herein. This amount may be modified for additions or reductions to the Project. The Contractor acknowledges that this amount may be reduced based on its failure to adhere to the time periods agreed to herein.

6.2. The County shall remit payment for all undisputed invoices in accordance with the provisions of the Local Government Prompt Payment Act, Section 218.70, Florida Statutes, et seq. Upon receipt of satisfactory performance of work, the Contractor shall pay its subcontractor(s) no later than thirty (30) days after the Contractor’s receipt of payment for that work.

6.3. Progress Payments. On the first business day of each month during the performance of the Work, the Contractor must submit an Application for Payment to the Design Consultant, as defined in the General Conditions, for the work completed during the preceding month. The Design Consultant shall review the Application and identify any questions/concerns within ten (10) business days of receiving the Application.

6.4. The Contractor acknowledges that it may not lien the County’s property interests. Contractor agrees to advise all subcontractors and material suppliers of the non-lienable nature of the Project and to further furnish each such person or entity with a copy of the Public Construction Bond for the Project.

Section 7. Termination.

7.1. Unless otherwise stated in this Contract, the termination provisions outlined in Article 13 of the General Conditions, including provisions pertaining to termination for cause, are incorporated herein by this reference.

Section 8. Liquidated Damages.

8.1. It is mutually agreed that time is of the essence of this Contract and should the Contractor fail to complete the Work, or portions thereof, within the specified time to achieve Substantial Completion, or any authorized extension thereof, there shall be deducted from the compensation otherwise to be paid to the Contractor, and the County will retain, the following amount as liquidated damages: Five Hundred Dollars and No Cents ($500.00) per calendar day elapsing beyond the specified time(s) outlined herein, or any authorized extension thereof, which sum shall represent the actual damages which the County will have sustained by failure of the Contractor to complete the work, or portions thereof, within the specified time. It is further agreed that said sum is not a penalty, but is the stipulated amount of damages sustained by the County in the event of such default by the Contractor. Based on the amount of damages not being readily ascertainable, the above sum is agreed upon as a reasonable and proper measure of damages which the County will sustain per day by failure of the Contractor to complete within time as stipulated; it being recognized by the County and the Contractor that the injury to the County which could result from a failure of the Contractor to complete on schedule is uncertain and cannot be computed exactly, and is not grossly disproportionate and is reasonably expected to follow from a breach of this Contract.

8.2. The timelines agreed to in this Contract are stipulated as fair and reasonable. Contractor waives any and all challenges and legal defenses to the validity of any Liquidated Damages established in the Contract Documents, including that the Liquidated Damages are void as penalties or are not reasonably related to the actual damages sustained by the County as a result of Contractor’s untimely performance. The County may deduct any Liquidated Damages incurred under this paragraph from the amount owed to the Contractor. The County does not waive its right to liquidated damages under this Contract by allowing the Contractor to continue and to finish the Work, or any part thereof, after the expiration of the Contract, including granted time extensions.

Section 9. Indemnification.

9.1. The Contractor shall hold the County harmless against any and all claims for and related in any way to bodily injury, sickness, disease, death, personal injury, damages to property of any kind (including but not limited to loss of use of any property or assets resulting therefrom), fines, penalties, schedule delay claims of any kind, including but not limited to loss of efficiency or productivity, arising out of or resulting from the performance of the products or services for which the County is contracting hereunder, to the extent caused by the negligent, reckless, or intentional wrongful conduct, acts, or omissions of the Contractor, or any of its agents or employees, including subcontractors. Such acts or omissions by the Contractor include, but are not limited to, any errors or omissions in the Contractor’s services, including, but not limited to, design services.

9.2 The Contractor agrees to fully indemnify the County and pay the cost of the County’s legal defenses, including reasonable fees of attorneys as may be selected by the County, for all claims described in the hold harmless clause above and shall defend, satisfy, and pay any judgments which may be rendered against the County in connection with the above hold harmless agreement. Such payment on behalf of the County shall be in addition to any and all other legal remedies available to the County and shall not be considered to be the County’s exclusive remedy. It is agreed by the Parties hereto that specific consideration has been received by the Contractor under this Contract for this hold harmless/indemnification provision.

9.3 Notwithstanding any other provisions of this Contract, this indemnification section applies to both County and third-party claims and shall survive the termination, completion, or expiration of this Contract. Nothing in this section is intended to nor shall it constitute a waiver of the sovereign immunity of Brevard County. Further, the County’s liability hereunder shall be subject to the County’s common law right of sovereign immunity and limited to the extent of the protections of and limitations on damages as set forth in Section 768.28, Florida Statutes.

9.4 Loss deductible – The County shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy, except for Builder’s Risk if provided for elsewhere herein. The payment of the deductible shall be the sole responsibility of the Contractor and/or subcontractor providing such insurance.

9.5 This indemnification provision shall survive the termination, expiration, or completion (as applicable) of the Contract.

Section 10. Insurance.

10.1. The Contractor shall procure and maintain, at their own expense and without cost to County, the following types of insurance described below.

• General Liability Insurance policy with a $1,000,000 combined single limit for each occurrence to include the following coverage: Operations, Products and Completed Operations, Personal Injury, Contractual Liability covering this Contract, “X-C-U” hazards, and Errors & Omissions.

• Auto Liability Insurance policy with includes coverage for all owned, non-owned and hired vehicles with a $1,000,000 combined single limit for each occurrence.

• Workers’ Compensation and Employer’s Liability Insurance providing statutory benefits as required in the State of Florida. The Contractor shall require any subcontractor to provide evidence of this coverage. Additionally, if the contract requires working on or around a navigable waterway, the Contractor and all subcontractors shall provide evidence of United States Longshoremen’s and Harbor Workers (USL&H) coverage and contingent coverage of Jones Act (Marine Employers Liability) in compliance with Federal statutes, or proof of exemption.

• For projects over $100,000, Builders Risk Insurance Policy or Installation

Floater with loss limits equal to the value of the construction project.

• In the event the Contract involves professional or consulting services, in addition to the aforementioned insurance requirements, the Contractor shall also be protected by a Professional Liability Insurance Policy in the amount of $2,000,000 per claim covering the risk of errors and omissions in the professional services provided under this Contract. If such policy is written on a “claims made” (rather than “occurrence”) basis, continuous coverage shall be maintained in effect from the date of commencement of services to a period of at least four (4) years beyond the termination or completion of services or until expiration of any applicable statute of limitations, whichever is longer.

• In addition to the above, Specialty Insurance policies covering specific risks of loss (including but not limited to, for example; Longshore coverage, Crane and Rigging, Inland Marine, etc.) may be required by Brevard County Insurance and Risk Management. Any additional specialty insurance coverage requirement will be dictated by the specific goods, products or services provided under the subject contract and insurance underwriting standards, practices, procedures or products available in the commercial insurance market at the time of the contract inception. The Contractor is required to procure and maintain all such specialty coverage in accordance with prudent business practices within the Contractors industry throughout the duration of the Contract.

10.2. Within five (5) calendar days of the Bid award, the Contractor shall submit the certificates of such insurance and applicable endorsement pages to the County.

Before commencing work, the certificates of such insurance and applicable endorsement pages shall be in an acceptable form to the County demonstrating that the aforementioned insurance requirements have been met.

10.3. Insurance carriers providing coverage required herein must be licensed or authorized to conduct business in the State of Florida and must possess A.M. Best’s Financial Strength Rating of A- Class VIII or better.

10.4. The Certificate(s) of Insurance shall indicate that the policies (except professional liability) have been endorsed to cover Brevard County as an additional insured (a waiver of subrogation in lieu of additional insured status on the Workers’ Compensation policy is acceptable) and that these policies may not be canceled or modified without the insurer providing thirty (30) days prior written notice to the County.

10.5. The insurance coverages enumerated above constitute the minimum requirements and shall in no way lessen or limit the liability of the Contractor under the terms of the Contract. Subcontractor’s insurance shall be the responsibility of the Contractor.

10.6. The Contractor shall maintain the insurance coverage in compliance with this Contract throughout the term of this Contract.

10.7. The Contractor shall be responsible for requiring each subcontractor, vendor or supplier to comply with these insurance requirements when applicable.

Section 11. Warranty.

11.1. The Contractor warrants that all services and goods performed and/or supplied pursuant to this Contract will be performed in accordance with the general acceptable standards and practices in existence at the time the services and/or products are being performed.

11.2. The Contractor agrees that, unless otherwise specified, the supplies and/or services furnished under this Contract shall be new (unless specifically identified otherwise by the County) and of the most suitable grade for the purposes intended.

11.3. If any product delivered does not meet performance representations or other quality assurance representations as published by manufacturers, producers, or distributors of the products or the specifications listed in this Contract or Task Order(s), the Contractor must retrieve the product(s) from the County at no expense to the County.

The County reserves the right to reject any or all materials if, in its judgment, the item reflects unsatisfactory workmanship or manufacturing or shipping damage. In such case, the Contractor must refund to the County any money which has been paid for such item(s).

11.4. The Contractor shall secure from the applicable third-party manufacturers, and assign and pass through to the County, at no additional cost to the County, such warranties as may be available with respect to the equipment, parts, and systems provided through the purchase of such item(s) per the Contract Documents.

Section 12. Public Records.

The County is subject to the Florida Public Records Law, Chapter 119, Florida Statutes, and all other applicable statutes. If the materials provided by the Contractor do not fall under a specific exemption under Florida or federal law, materials provided by the Contractor to the County will have to be provided to anyone making a public records request. It will be the Contractor’s duty to identify the information it deems is exempt/confidential under Florida or federal law, and identify the statute, by number, that exempts such information.

Should any person or entity make a public records request to the County requiring the County to allow inspection or provide copies of records for which the Contractor maintains are exempt/confidential, it shall be the Contractor’s obligation to provide the County, within twenty-four (24) hours (not including weekends and legal holidays), of notification by the County to the Contractor of the request, of the specific exemption or confidentiality provision so the County will be able to comply with the requirements in Chapter 119, Florida Statutes.

Should the County face any kind of legal action to require or enforce inspection or production of any records provided by the Contractor to the County which the Contractor maintains are exempt or confidential from such inspection/production as a public record, then the Contractor shall hire and compensate attorney(s) who shall represent the interests of the County in defending such action. The Contractor shall also pay any costs to defend such action and shall pay any costs and attorney fees which may be 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 AT (321) 617-7202; KARENE WILLETT;

KARENE.WILLETT@BREVARDFL.GOV; 2725 Judge Fran Jamieson Way, Suite A201, Viera, Florida 32940.

Section 13. Right to Audit Records.

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 Contractor shall retain all documents, books and records for a period of five years after completion or termination of this Contract, unless such records are exempt from Section 24(a) of Article I of the State Constitution and Chapter 119, Florida Statutes.

No reports, data, programs, or other materials produced, in whole or in part, for the benefit and use of the County under this Contract shall be subject to copyright or trademark by the Contractor in the United States or any other jurisdiction.

Whether by reason of termination, expiration, or completion of this Contract, the Contractor shall , for five (5) years after such termination, expiration, or completion, preserve and make available to the County, at all reasonable times at the office of the Contractor, but without charge to the County, all the Contractor's books, records, documents, and other evidence bearing on the costs and expenses of the Contractor under the Contract and relating to the Work hereunder. The Contractor shall transfer such records to the County, at no cost to the County, all records associated with this Contract prior to dissolution, merger, reorganization, or other cessation of operations.

Section 14. Scrutinized Companies.

The Contractor shall certify that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, Florida Statutes. if the Contract is for more than one million dollars, the Contractor further certifies that it and its sub-Contractors 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.

For Contracts of any amount, if the County determines the Contractor submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall either terminate the Contract after it has given the Contractor notice and an opportunity to demonstrate the County’s determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or on a case-by-case basis the County may choose to maintain the Contract if the conditions of Section 287.135(4), Florida Statutes, are met.

For Contracts $1,000,000 and greater, if the County determines the Contractor submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor has been placed on the Scrutinized Companies with Activities in the Sudan List, or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, the County shall either terminate the Contract after it has given the Contractor notice and an opportunity to demonstrate the County’s determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or on a case-by-case basis the County may choose to maintain the Contract if the conditions of Section 287.135(4), Florida Statutes, are met.

The Contractor agrees to observe the above requirements for applicable sub- contracts entered into for the performance of work under this Contract.

As provided in Section 287.135(8), Florida Statutes, if federal law ceases to authorize these Contracting prohibitions, this section shall become inoperative and unenforceable.

Section 15. Employment Verification.

The Contractor shall comply with Section 448.095, Florida Statutes, and:

15.1 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

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

15.3 shall obtain an affidavit stating that any subcontractor(s) it enters into a contract with, does not employ, contract with, or subcontract with an unauthorized alien;

and

15.4 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 are made 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 subcontractors’ enrollment in the E-Verify Program.

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.

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

Section 16. Governing Law; Venue; Attorney’s Fees; Waiver of Right to Jury Trial.

This Contract shall be governed, interpreted and construed according to the laws of the State of Florida and shall not be construed more strictly against one party than against the other because it may have been drafted by one of the parties.

In the event of any legal proceedings arising from or related to this Contract: (1) venue for any legal action by any party to this Contract to interpret, construe or enforce the terms of this Contract shall be in a court of competent jurisdiction in and for Brevard County, Florida; (2) each party shall bear its own attorney’s fees and costs; and (3) ANY TRIAL

SHALL BE NON-JURY.

Section 17. Ownership.

It is understood and agreed that all Work completed or provided under this Contract shall become the property of the County upon acceptance by the County.

The Contractor shall provide the County and any applicable Federal agencies intellectual property access and licenses deemed necessary for the work performed under this Contract and in accordance with the requirements of 37 C.F.R. part 401.

Section 18. Independent Contractor.

The Contractor, or any of its agents, employees, or subcontractors, are independent contractors and not employees or agents of the County. Nothing in this Contract shall be interpreted to establish any relationship other than that of independent contractors during and after the term of this Contract. The Contractor is solely responsible for compliance with all applicable Federal, State, and local laws, rules, regulations in implementing this Contract.

Section 19. Public Construction Bond/Security.

For projects $200,000 or more, the Contractor shall provide security acceptable to the County within ten (10) calendar days of contract execution, which shall remain in effect for a period of one (1) year after final Project acceptance by the County, as follows:

• Contractor may elect to execute a Public Construction Bond (Payment and Performance), attached hereto as Attachment B and incorporated herein by this reference, and must provide the County with a certified copy of the recorded bond as required by Section 255.05, Florida Statutes, as may be amended.

Additionally, the Contractor must provide a copy of the bond to all subcontractors and notify them of deadlines to make claims under the bond.

• In lieu of a Public Construction Bond (Payment and Performance), pursuant to Section 255.05(7), Florida Statutes, as may be amended, the County has the authority to accept an alternative form of security in the form of cash, a money order, a certified check, a cashier's check, an irrevocable letter of credit or a security of a type listed in Part II, Chapter 625, Florida Statutes. Alternative form of security shall be approved by the County Attorney's Office and the County's Risk Management. Any such alternative form of surety shall contain a provision to the effect that such surety shall reimburse the County for all costs, including attorney's fees, sustained by the County because of the Contractor's default, or incurred by the County in enforcing an alternative form of security to the County.

Alternative forms of security must conform to the following standards:

o All alternative forms of security shall be issued by a federally or state-chartered bank or savings and loan association doing business in Brevard County, Florida.

o A date of expiration at least fourteen months beyond the completion of the Project.

o A business office in Brevard County, Florida at which drafts against the alternative form of security may be redeemed.

• When a construction project does not exceed $500,000, and when the Contractor elects to execute a Public Construction Bond, such bond shall be issued from a surety company meeting all requirements of Section 287.0935, Florida Statutes.

• In cases where the amount of a surety bond exceeds $500,000, the surety company shall also have an A.M. Best’s rating of no less than B+ and, depending on the amount of the bond, shall have a minimum A.M. Best’s financial size category ranking as follows:

Bond Amount Up To Financial class $1,000,000 V

$2,500,000 VI

$5,000,000 VII

$10,000,000 VIII

$25,000,000 IX

$50,000,000 X

$75,000,000 XI

$100,000,000 XII

Section 20. Compliance with Laws.

The Contractor, its employees, agents, subcontractors, and assigns, shall comply with all applicable Federal, State, and local laws, rules and regulations relating to the performance of this Contract, including, but not limited to, traffic safety and O.S.H.A. requirements. The County undertakes no duty to ensure compliance, but will attempt to assist the Contractor, upon request, as to any such laws of which it has present knowledge.

For projects $250,000 or more, the Contractor shall comply with the Build America, Buy America (BABA). Federally assisted projects which involve infrastructure work require that all iron, steel, and manufactured products used in the infrastructure work are produced in the United States and that all construction materials used in the infrastructure work are manufactured in the United States. BABA waivers may be obtained due to nonavailability and unreasonable costs.

Please note that on July 28, 2023, the Department of Energy (DOE) released a General Applicability Public Interest Waiver for Build America, Buy America Act equipment purchasing requirements that exempts entities with EECBG Program formula allocations totaling $250,000 from BABA requirements.

Section 21. Taxes.

The Contractor shall pay all applicable taxes, including, but not limited to, sales tax, consumer, use and other similar taxes for the Work, or portions thereof, provided by the Contractor.

Section 22. Captions and Paragraph Headings.

The captions and paragraph headings contained in this Contract are for convenience and reference only and in no way define, describe, extend or limit the scope and/or intent of this Contract, nor the intent of any provisions thereof.

Section 23. Attorney’s Fees.

Unless as otherwise provided for in this Contract, in the event a dispute arises out of this Contract, each Party shall be responsible for their own respective attorney’s fees and associated costs.

Section 24. Severability.

If any of the provisions contained in this Contract are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 25. Successors and Assigns.

The County and the Contractor each bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract Documents. The Contractor shall not assign the Contract or sublet it as a whole without the written consent of the County, nor shall the Contractor assign any moneys due or to become due hereunder, without the previous written consent of the County and the Contractor's Surety.

SIGNATURE PAGE TO FOLLOW. REMAINDER OF PAGE IS BLANK.

IN WITNESS WHEREOF, the Parties hereto have executed through their fully authorized representative this Contract in counterparts, all of which when taken together shall constitute one and the same Contract, on the date last written below.

BREVARD COUNTY, FLORIDA

By: ____________________________ James P. Liesenfelt, County Manager

Date: ______________________

BCC-25 (FY26 Board-approved CIP)

Reviewed for legal form solely for Brevard County:

Deputy County Attorney

CONTRACTOR

By: _________________________ (insert name/title)

STATE OF _______________________

COUNTY OF _____________________

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this ___ day of __________, 2026, by insert name, insert title of insert corporation name, a corporation authorized to conduct business in Florida, on behalf of the corporation. He/She is personally known to me or has produced ________________________________ as identification.

[Notary Seal] Notary Public Signature

Name typed, printed or stamped

My Commission Expires: ____________

ATTACHMENT A

GENERAL CONDITIONS

ARTICLE 1

CONTRACT DOCUMENTS

1.1 DEFINITIONS

1.1.1 THE CONTRACT DOCUMENTS

The Contract Documents consist of the County-Contractor Contract, the Conditions of the Contract (General, Supplementary, and other conditions, as applicable), the Energy Efficiency and Conservation Block Grant, the Public Construction Bond, the Drawings and Specifications, sample forms, the Contractor’s Bid, all addenda issued during the bidding process, and all modifications, including change orders, issued after execution of this Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order issued pursuant to the provisions of Article 11, (3) a written order for a minor change in the Work issued by the Design Consultant pursuant to Article 11, or (4) a Change Order processed in accordance with Section 218.755, Florida Statutes, as may be amended.

The Contract Documents do not include any other documents, including but not limited to soils, geotechnical or other reports, boundary or other surveys and analyses, hereinafter “technical data”; which may be printed, bound or assembled with the Contract Documents, or otherwise made available to the Contractor for review or information under this Contract, unless specifically enumerated and expressly incorporated by reference in the County-Contractor Contract.

The Contractor may rely upon the general accuracy of the technical data contained in such reports and drawings, but such reports and drawings are not contract documents. Such technical data is identified in the Supplementary Conditions. Except for such reliance on such technical data, the Contractor may not rely upon or make any claim against County with respect to:

A. The completeness of such reports and drawings for Contractor’s purposes, including but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by the Contractor and safety precautions and programs incident thereto; or

B. Other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or

C. Any Contractor interpretation of or conclusion drawn from any technical data or any such data, interpretations, opinions or information.

1.1.2 THE CONTRACT

The Contract is the sum of all the Contract Documents. This Contract represents the entire and integrated Contract between the County and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification as defined in Subparagraph 1.1.1 and notwithstanding anything contained in the Contract Documents to the contrary; there can be no increase in the Contract Sum or Time for work already agreed to by the Parties and contemplated in the Contract at the time of Contract execution without properly processed change order.

1.1.3 THE WORK

The Work comprises the completed construction required by the Contract Documents and includes all labor, supplies and other facilities or things necessary to produce such construction, and all materials, equipment, and supplies incorporated or to be incorporated in such construction.

1.1.4 FURNISH, INSTALL, PROVIDE

The terms "Furnish" or "Install" or "Provide", unless specifically limited in context, mean: Furnishing and incorporating a specified item, product or material in the work, including all necessary labor, materials, equipment to perform the work required, ready for use.

1.1.5 NOTICE

The term "Notice" as used herein shall mean written notice. Written notice shall be deemed to have been duly served when delivered to or at the last known business address of the person, firm or corporation for whom intended, or to their or its duly authorized agent, representative or officer;

or when enclosed in a postage prepaid wrapper or envelope addressed to such person, firm or corporation at their or its last known business address and deposited in a United States mailbox.

1.1.6 MISCELLANEOUS WORDS OR TERMS

Whenever they refer to the work or its performance, "Directed", "Required", "Permitted", "Ordered", "Designated", "Prescribed", and words of like import shall imply the direction, requirements, permission, order, designation or prescription of the County or Design Consultant, and "Approved", "Acceptable", "Satisfactory", "in the judgment of" and words of like import shall mean approved by or acceptable to or satisfactory to, in the judgment of the County.

1.1.7 BIDDER: Any individual, company, corporation, partnership, or joint venture who submits a bid for work required as distinct from a sub-bidder who submits a bid to a prime bidder.

1.1.8 BIDDING DOCUMENTS: The Invitation or Advertisement for Bid, Contractor's Qualification Statement, Information to Bidders, Sample Forms, Proposal, Specifications, Drawings and Addenda issued prior to receipt of bids.

1.1.9 DIRECTED, REQUIRED, ACCEPTABLE: When these words refer to work or its performance, "directed," "required," "permitted," "ordered," "designated," "prescribed," and words of like implication, mean "by direction of," "requirements of," "permission of," "order of," "designation of," or "prescription of" the Design Consultant. Likewise, "acceptable," "satisfactory," "in the judgement of," and words of like import, mean "recommended by," "acceptable to," "satisfactory to," or "in the judgement of" the Design Consultant.

1.1.10 AS SHOWN, AS INDICATED, AS DETAILED: These words, and words of like implication, refer to information contained by drawings describing the work, unless explicitly stated otherwise in other Contract Documents.

1.1.11 MANUFACTURER: An individual, company, or corporation who manufactures, fabricates, or assembles a standard product. A standard product is one that is not made to special design and is furnished by either direct sale or by contract to the Contractor, Subcontractor or Vendor.

1.1.12 MATERIAL SUPPLIER OR VENDOR: A person or organization who supplies, but who is not responsible for the installation of, materials, products and equipment of a standard nature that are not specifically fabricated for this particular Contract.

1.1.13 PLANS OR DRAWINGS: All drawings or reproduction of drawings pertaining to required work.

1.1.14 PRODUCT: The term “product” includes materials, systems and equipment.

1.1.15 PROPOSAL: A complete and properly signed document whereby a bidder proposes to do the work or designated portion thereof for the sums stipulated therein, supported by data called for by the bidding requirements.

1.1.16 SPECIFICATIONS: Descriptions, provisions and requirements, pertaining to method and manner of performing work, or to quantities and qualities of materials to be furnished under terms of the Contract.

1.1.17 DAY: Calendar Day unless otherwise specifically designated. All dates shall mean midnight of the indicated day unless otherwise stipulated.

1.2 EXECUTION, CORRELATION AND INTENT

1.2.1 The Contract Documents shall be signed in not less than triplicate by the

County and Contractor and each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

1.2.2 By executing the Contract, the Contractor represents that the Contractor has visited the site and become familiar with the local conditions under which the Work is to be performed and correlated observations with the requirements of the Contract Documents. Contractor further represents that if the Plans or Drawings or Specifications contain minor errors and discrepancies, such errors or discrepancies affecting contract time or price have been addressed by the Contractor during the bidding phase. Such errors and discrepancies shall not form the basis of any claim by Contractor for defective design or breach of any implied warranties as to fitness of plans or specifications against County.

1.2.3 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. The Contract Documents are complementary, and what is required by anyone shall be as binding as if required by all. Performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings unless otherwise specifically defined herein. The table of contents, index, titles, headings, running headlines and marginal notes contained herein and in said documents are solely to facilitate reference to various provisions of the Contract Documents and in no way affect, limit or cast light upon the interpretation of the provisions to which they refer.

1.2.4 The organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings are for clarity only, and shall not control the Contractor in dividing the work among Subcontractors or in establishing the extent of Work to be performed by any trade. The Contractor may subcontract the Work in such divisions as the Contractor sees fit and the Contractor is ultimately responsible for furnishing all work shown on the drawings and/or in the Specifications.

1.2.5 Anything shown on the drawings and not mentioned in the Specifications or mentioned in the Specifications and not shown on the drawings shall have the same effect as if shown or mentioned respectively in both.

Technical specifications take priority over general specifications and detail drawings take precedence over general drawings. Any work shown on one drawing shall be construed to be shown in all drawings and the Contractor will coordinate the work and the drawings.

1.2.6 The Contractor agrees that nothing contained in the Contract Documents or any contract between the County and the Design Consultant shall create any contractual relationship between the Design Consultant and the Contractor and any Subcontractor or Sub-subcontractors. The Contractor acknowledges and agrees that this Contract is not intended to create, nor shall any provision be interpreted as creating, any contractual relationship between the County or Contractor and any third parties.

1.2.7 The provisions of this Contract cannot be amended, modified, varied or waived by the County or its agents or representatives in any respect except by a modification approved and executed by the Brevard County Board of County Commissioners. The Contractor is hereby given notice that no person has authority to orally waive, or to release the Contractor from any of the Contractor's duties or to alter obligations under or arising out of this Contract. Any waiver, approval or consent granted by Modification to the Contractor shall be limited to those matters specifically and expressly stated thereby to be waived, approved or consented to and shall not relieve the Contractor of the obligation to obtain any future waiver, approval or consent.

1.2.8 Any material or operation specified by reference to published specifications of a manufacturer, a society, an association, a code, or other published standard, shall comply with requirements of the listed document which is current on date of receipt of bids. In case of a conflict between referenced document and project specifications, project specifications shall govern. In case of a conflict between referenced documents, the one having more stringent requirements shall govern.

1.2.9 The Contractor, if requested, shall furnish an affidavit from manufacturer certifying that materials or product delivered to job meets requirements specified.

1.3 OWNERSHIP AND USE OF DOCUMENTS

1.3.1 All Drawings, Specifications and copies thereof furnished to the Contractor are and shall remain the property of the Design Consultant and/or County.

They are to be used only with respect to this Project and are not to be used on any other project. With the exception of one contract set for each party to the Contract, such documents are to be returned or suitably accounted for to the Design Consultant on request at the completion of the Work. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Design Consultant's common law copyright or other reserved rights.

ARTICLE 2

THE DESIGN CONSULTANT

2.1 DEFINITIONS

2.1.1 The terms "Design Consultant" or "A/E" or "Architect" or "Engineer" as used or set forth in the Contract Documents, shall mean the entity and its consulting firm or agencies, or their duly authorized representatives, that is responsible for designing or engineering the work, and performing the activities specified herein, as identified in the County-Contractor Contract, including any consulting-engineers or subcontractors to said entity or firm.

Such firm or agency and its representatives shall act severally within the scope of particular duties entrusted to them, unless otherwise provided for in the Contract. The Design Consultant shall be TLC Engineering Solutions, Inc., provided, however, that the County may, without liability to the Contactor, unilaterally amend this Paragraph from time to time by designating a different person or organization to act as its Design Consultant and so advising the Contractor in writing, at which time the person or organization so designated shall be the Design Consultant for purposes of this Contract.

2.1.2 The Design Consultant is identified in the County-Contractor Contract and is referred to throughout the Contract Documents as if singular in number.

The Design Consultant is further described…