Attachment_B_-_DRAFT_Contract.pdf

ATTACHMENT B

DRAFT CONTRACT

Disaster Debris Removal & Recovery Management Services

This Contract, entered into this __________ day of ______________________, 2025 by and between Brevard County, Florida, a political subdivision of the State of Florida, hereinafter referred to as “COUNTY” and _______________________, a __________________ authorized to do business in the State of Florida, hereinafter referred to as “CONTRACTOR” located at ________________________________.

WITNESSETH

WHEREAS, the COUNTY wishes to provide disaster debris collection and disposal monitoring operations on behalf of the COUNTY and Partner Cities; and

WHEREAS, the County issued a competitive Request for Qualifications No.RFQ-4-25— 12 on _______, 2025; and

WHEREAS, CONTRACTOR’s proposal was chosen through the competitive procurement process and was selected as the highest-ranked CONTRACTOR to provide disaster debris monitoring;

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

ARTICLE 1

DEFINITIONS AND IDENTIFICATIONS

1.1 Board – The Brevard County Board of County Commissioners.

1.2 Contract – means this document, Articles 1 – 10, inclusive. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference.

1.3 Contract Administrator – The Brevard County Manager, the Director of the Brevard County Solid Waste Management Department, or the designee of such County Manager or Director. The primary responsibilities of the Contract Administrator are to coordinate and communicate with CONTRACTOR and to manage and supervise the execution and completion of the Scope of Services and the terms and conditions of this Contract as set forth herein.

DRAFT

1.4 County – The Board as defined in Section 1.1, unless expressly provided otherwise.

1.5 Project – The Project consists of the services described in Article 2.

1.6 Task Order – An enhanced description of a specific task that has been approved by the Contract Administrator and accepted by the CONTRACTOR that supplements the Scope of Services, Exhibit “A”, with functional detail and limits on expense and date of completion for that specific task.

ARTICLE 2

SCOPE OF SERVICES

2.1 CONTRACTOR shall provide all services, materials, and equipment to perform the services described in Exhibit “A”, Scope of Services, as agreed upon by written task orders executed by both Parties.

No work shall begin nor any cost incurred for any part of this Contract without an approved/executed Task Order with Notice to Proceed (NTP) issued by Brevard County. The Task Order will describe and define the scope of services items in operational terms and will identify a maximum amount of compensation to the CONTRACTOR for completion of the Task Order.

The Task Order must be approved by the Contract Administrator to be valid.

Each Task Order will designate either a not to exceed or time and materials method for compensation and the maximum amount that can be incurred for the specific task. A time and material Task Order will specifically identify and estimate all expenses and time by each staff member. Billing for staff time will apply the staff hourly labor rate as identified in Exhibit “B” times the number of hours worked on the task. Expenses will consist of the actual costs as demonstrated by receipts. No expenses or staff charge will be accepted for items not pre-approved within a Task Order.

2.2 CONTRACTOR acknowledges and agrees that the Contract Administrator has no authority to make changes that would increase, decrease, or otherwise modify the Scope of Services to be provided under this Contract, except that any changes to the Scope of Services must be accomplished by a written amendment, executed by the parties in accordance with Section 9.15 as expressly authorized by the Board.

2.3 All work will be described by a Task Order form that will be signed by the Contract Administrator and shall describe the extent and limits of each task. No work shall be compensated that is not in accordance with an approved work Task Order. The prescribed Task Order form is included in Exhibit “B”.

ARTICLE 3

TERM AND TIME OF PERFORMANCE

3.1 The term of this Contract shall begin on the date it is fully executed by both parties. The term will be for a period of Five Years (5) with no renewal option.

3.2 All duties, obligations and responsibilities of CONTRACTOR required by this Contract shall be competed no later than the deadlines established by the Contract Administrator. Time is of the essence in performing the duties, obligations and responsibilities required by this Contract.

ARTICLE 4

COMPENSATION

4.1 COUNTY agrees to pay CONTRACTOR, in the manner specified in Section 4.4, as compensation for work actually performed and completed pursuant to this Contract and as detailed in the approved Hourly Labor Rates as described in Section 4.2 and to reimburse CONTRACTOR for reimbursables as described in Section 4.3, which amounts shall be accepted by CONTRACTOR as full compensation for all such work.

It is acknowledged and agreed by CONTRACTOR that this amount is the maximum payable and constitutes a limitation upon COUNTY’s obligation to compensate CONTRACTOR for its services related to this Contract. This maximum amount, however, does not constitute a limitation, of any sort, upon CONTRACTOR’s obligation to perform all items of work required by or which can be reasonably inferred from the Scope of Services. Amounts paid to CONTRACTOR to reimburse its expenses must be pre-approved within a Task Order and documented to show actual costs. In the event that additional funds become available to COUNTY for enhancements to the Project, this Contract may be amended for the task to reflect the addition.

4.1.1 CONTRACTOR agrees that, if requested by a Brevard County municipality, CONTRACTOR shall enable the municipality to enter into an agreement for Disaster Debris Monitoring on the same basis and terms as this Contract.

4.2 SALARY COSTS

The term Salary Costs as used herein shall mean the hourly labor rates as shown on Exhibit “B”, attached hereto and made a part hereof, paid to all personnel engaged directly on the Project including, but not limited to, principals, managers, technicians, inspectors, monitors, scientists, analyst and clerks. The salary rates include sick leave, vacation, holiday, unemployment, excise and payroll taxes, contributions for social security, unemployment, compensation insurance, retirement benefits, medical and insurance benefits; as well as, all other direct office expenses.

4.3 REIMBURSABLES

4.3.1 The CONTRACTOR shall be paid actual reimbursable expenses for each of its employees for each day worked pursuant to Brevard County Policy BCC-29 “Travel” and Administrative Order AO-21 “Travel” (Exhibit “C”), except as follows:

Administrative Order AO-21 “Travel”

IV. PER DIEM AND SUBSISTENCE

A. APPROVAL

Does not apply to the CONTRACTOR

D. MONETARY ADVANCES PRIOR TO TRAVEL

Does not apply to the CONTRACTOR

V. TRAVELERS EXPENSE REIMBURSEMENT REQUIREMENTS

A. .Contractor’s Employees will be required to submit expenses on accounts payable on expense report forms. All receipts shall be affixed to these expense reports. Contractor will provide a copy of these receipts with any reimbursement submitted to the County.

D. It is anticipated that Contractor’s. employees will be using personal, rental or company vehicles during the execution of the work. The County will reimburse Contractor at the following rates:

1. Cost of rental vehicles supplied to employees. This does not include reimbursement for fuel costs.

2. Mileage reimbursements will be reimbursed at the County rate, currently $0.70 cents per mile. This does include reimbursement for fuel costs.

G. Hotel Accommodations

Contractor will provide hotel accommodations to its employees at reasonable local rates.

I. Private Cellular Phone Use

Contractor will provide cellular phone services as follows:

1. Cellular phones or other communication devices specifically obtained to provide communication for the project will be reimbursed in full by the County which includes charges for air-time and monthly service base charges.

These include cellular telephones assigned to Contractor’s employees assigned full time to the project and cellular phones provided to non- employees.

2. The County will reimburse only project related cellular phone communications charges (air-time) for Contractor’s employees not assigned to the project full-time.

4.3.2 The COUNTY agrees to reimburse CONTRACTOR for actual expenses incurred beyond those listed as follows:

a) Identifiable communication expenses approved by Contract Administrator, long distance telephone, courier and express mail between the CONTRACTOR’s various permanent offices. The CONTRACTOR’s field office at the Project site is not considered a permanent office.

Reimbursables covered hereby must have written approval of the Contract Administrator prior to payment of same.

b) Cost of printing, reproduction or photography which is required by or of CONTRACTOR to deliver services set forth in this Contract.

Reimbursables covered hereby must have the written approval of the Contract Administrator prior to payment of same.

c) Identifiable testing costs pre-authorized in writing by Contract Administrator.

d) All permit fees paid to regulatory agencies for approvals directly attributable to the Project, pre-authorized in writing by the Contract Administrator.

These permit fees do not include those permits required for the construction contractor.

e) Equipment or other items required to deliver services set forth in this Contract that is not included in 4.3 above including field office rental, specialized equipment rental or purchase, equipment purchased for non- employees or other items outlined in where reimbursement is requested will be delivered to the COUNTY upon completion of the project or when the use of the equipment is no longer required, unless the equipment or items are generally considered disposable.

4.3.3 Reimbursable subcontractor expenses are limited to the items described above when the subcontractor agreement provides for reimbursables expenses.

4.3.4 It is acknowledged and agreed to by CONTRACTOR that the dollar limitation set forth in Section 4.1 is a limitation upon and describes the maximum extent of, COUNTY’s obligation to reimburse CONTRACTOR for direct, non-salary expenses, but does not constitute a limitation, of any sort, upon CONTRACTOR’s obligation to incur such expenses in the performance of services hereunder. If COUNTY or Contract Administrator requests CONTRACTOR to incur expenses not contemplated in the amount for Reimbursables, CONTRACTOR shall notify Contract Administrator in writing before incurring such expenses. Any such expenses shall be reviewed and approved by COUNTY prior to incurring such expenses.

4.4 METHOD OF BILLING AND PAYMENT

4.4.1 CONTRACTOR may submit invoices for compensation no more often than on a monthly basis, but only after the services for which the invoices are submitted have been completed; however, invoices for partial completion of Task Order(s) may be submitted. An original invoice plus one copy are due within thirty (30) days of the end of the month except the final invoice which must be received no later than sixty (60) days after this Contract expires. Invoices shall designate the nature of the services performed and/or the expenses incurred.

4.4.2 COUNTY shall pay upon receipt of CONTRACTOR’s proper invoice, as required by the Brevard County “Prompt Payment of Invoices” Administrative Order #AO- 33, as may be amended from time to time. To be deemed proper, all invoices must comply with the requirements set forth in this Contract and must be submitted on the form and pursuant to instructions prescribed by Contract Administrator. Payment may be withheld for failure of CONTRACTOR to comply with a term, condition or requirement of this Contract.

4.5 Notwithstanding any provision of this Contract to the contrary, COUNTY may withhold, in whole or in part, payment to the extent necessary to protect itself from loss on account of inadequate or defective work which has not been remedied or from lost due to fraud or reasonable evidence indicating fraud by CONTRACTOR or failure to comply with this Contract. When the above reasons for withholding payment are removed or resolved in a manner satisfactory to Contract Administrator, payment may be made. The amount withheld shall not be subject to payment of interest by COUNTY.

4.6 Payment will be made to the CONTRACTOR at: _________________________.

ARTICLE 5

INDEMNIFICATION

5.1 CONTRACTOR shall at all times hereafter indemnify, hold harmless the COUNTY, its officers, agents, servants and employees against claims, losses, liabilities and expenditures, including reasonable attorney fees, court costs and expenses, caused by negligent act or omission of the CONTRACTOR, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Contract including, without limitation, any and all claims, demands, or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property.

The provisions of this section shall survive the expiration or earlier termination of this Contract. To the extent considered necessary by the Contract Administrator any sums due CONTRACTOR under this Contract may be retained by COUNTY until all of the COUNTY’s claims for indemnification pursuant to this Contract have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by COUNTY.

ARTICLE 6

INSURANCE

6.1 To ensure the indemnification obligation contained above, CONTRACTOR shall, at a minimum, provide, pay for and maintain in force at all times during the term of this Contract (unless otherwise provided), the insurance coverage’s set forth in Sections 6.3, 6.4, 6.5 and 6.6, in accordance with the terms and conditions required by this Article. Each insurance policy shall clearly identify the foregoing indemnification as insured.

6.2 Said policy or policies shall be issued by approved companies authorized to do business in the State of Florida and having agents upon whom service of process may be made in Brevard County, Florida. CONTRACTOR shall specifically protect COUNTY and the Brevard County Board of County Commissioners by naming COUNTY and the Brevard County Board of County Commissioners as additional insured under the Comprehensive General Liability Policy only.

6.3 Comprehensive General Liability Insurance

A comprehensive General Liability Insurance Policy shall be provided which shall contain minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury liability and property damage liability.

Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include:

Premises and/or operations Independent contractors Products and/or Completed Operations for contracts Broad Form Contractual Coverage applicable to this specific

Contract, including any hold harmless and/or Indemnification agreement.

Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability.

6.4 Business Automobile Liability

Business Automobile Liability shall be provided with minimum limits of One Million Dollars ($1,000.000) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include:

Owned Vehicles Hired and Non-Owned Vehicles Employers’ Non-Ownership

6.5 Workers’ Compensation Insurance

Workers’ Compensation insurance must apply for all employees in compliance with the “Workers’ Compensation Law” of the State of Florida and all applicable federal laws. In addition, the policy(s) must include:

Employers’ Liability with a limit of One Hundred Thousand Dollars ($100,000) each accident

If any operations are to be undertaken on or about navigable waters, coverage must be included for the U.S. Longshoremen & Harbor Workers Act and Jones Act.

6.6 Professional Liability Insurance with the limits of liability provided by such policy to be no less than One Million Dollars $1,000,000.

CONTRACTOR shall notify COUNTY in writing with thirty (30) days of any claims filed or made against the Professional Liability Insurance Policy which would threaten to substantially impair the coverage available for this contract.

6.7 CONTRACTOR shall furnish to the Contract Administrator certified copies of Certificates of Insurance or endorsements evidencing the insurance coverage specified by this Article prior to beginning performance of work under this Contract.

6.8 Coverage is not to cease and is to remain in force (subject to cancellation notice) until all performance required of CONTRACTOR is completed. All policies must be endorsed to provide COUNTY with at least thirty (30) days notice of cancellation and/or restriction. If any of the insurance coverage will expire prior to the completion of the work, copies of renewal policies shall be furnished at least thirty (30) days prior to the date of their expiration.

ARTICLE 7

PERFORMANCE BOND

Upon Notice to Proceed, the CONTRACTOR shall provide a Performance Bond (Surety Bond) in the amount of one hundred thousand dollars ($100,000.00) to insure the successful performance under the terms and conditions of this Contract. The performance bond shall be written by a surety or insurance company currently on the U.S. Department of the Treasury Financial Management Services list of approved bonding companies which is published annually in the Federal Register, or by a Florida domiciled insurance company with at least an A-rating in the latest printing of the A.M.

Best’s Key Rating Guide to write individual bonds up to 10 percent of policyholder’s surplus as shown in the A.M. Best’s Key Rating Guide or by an insurance company that is either domiciled in Florida or owned by Florida residents and is licensed to write surety bonds.

No surety or insurance company shall write a performance bond which is in excess of the amount indicated as approved by the U.S. Department of the Treasury Financial Management Service list or by a Florida domiciled insurance company with an A-rating by A.M. Best up to a limit of 10 percent of policyholders’ surplus as shown by A.M. Best;

companies authorized by this Paragraph who are not on the treasury list shall not write a performance bond when the penalty exceeds 15 percent of its capital and surplus, such capital and surplus being the amount by which the company’s assets exceed its liabilities as reflected by the most recent financial statements filed by the company with the Department of Insurance.

In addition, any performance bond furnished shall be written by a surety or insurance company that is currently licensed to do business in the State of Florida.

The CONTRACTOR shall maintain the performance bond for the full term of this contract. Failure to comply shall be grounds for termination of this contract.

ARTICLE 8

CONTRACT CONTROVERSIES

81. COUNTY Termination for Cause. The Contract may be terminated by the COUNTY for cause in the event of any breach hereof, including, but not limited to, CONTRACTOR's: (a) failing to carry forward and complete the Work as provided herein; (b) failing to comply with applicable laws, regulations, permits, or ordinances; (c) failing to timely correct defective Work; (d) making a general assignment for the benefit of its creditors; (e) having a receiver appointed because of insolvency; (f) filing bankruptcy or having a petition for involuntary bankruptcy filed against it; (g) failing to make payments when due to subcontractors, vendors, or others for materials or labor used in the Work; (h) making a material misrepresentation to the COUNTY regarding the Work; (i) failing to maintain a safe work site and to implement required safety practices; or (j) any other material breach of this Contract. In such event, the COUNTY shall provide CONTRACTOR with written notice of its intention to terminate this Contract, stating the nature of the deficiency and the effective date of termination. At the COUNTY's sole judgment and discretion, the COUNTY may afford CONTRACTOR an opportunity to cure said deficiency, in which event the notice shall specify the time allowed. Upon termination, the COUNTY may take possession of the premises and of all materials thereon and finish the Work by whatever means it deems expedient. In such event, CONTRACTOR shall not receive any further payment until the Work is completed by the COUNTY. CONTRACTOR shall be liable for all costs involved in completing the Work, including additional managerial and administrative services, which shall be offset against any amount due to

CONTRACTOR.

8.2 COUNTY Termination for Convenience. Notwithstanding any other provision hereof, the COUNTY may at any time terminate this Contract or any Work issued under it, in whole or in part, without cause, upon thirty

(30) days written notice to CONTRACTOR. In such event, CONTRACTOR shall be compensated for any Work performed prior to the date of termination and for materials that were ordered prior to receipt of notice of termination that cannot be returned to the vendor, which shall become COUNTY property. Upon receipt of notice, CONTRACTOR shall discontinue the Work on the date and to the extent specified therein and shall place no further orders for materials, equipment, services, or facilities, except as needed to continue any portion of the Work not terminated.

CONTRACTOR shall also make every reasonable effort to cancel, upon terms satisfactory to the COUNTY, all orders or subcontracts related to the terminated Work. CONTRACTOR may not claim any compensation not specifically provided for herein, including, but not limited to: loss of anticipated profits; idle equipment, labor, and facilities; any additional claims of subcontractors and vendors.

8.3 COUNTY Suspension for Cause. The COUNTY may issue a written partial or full Stop Work Notice in the event CONTRACTOR fails to comply with or is negligent in performing any provision hereof. All performance shall immediately cease as per such notice and no further billable costs shall be incurred. The COUNTY may terminate this Contract if CONTRACTOR fails or refuses to comply with a Stop Work Notice.

8.4 COUNTY Suspension for Convenience. The COUNTY may direct

CONTRACTOR to stop Work, in whole or in part, whenever, in the COUNTY's sole judgment and discretion, such stoppage is necessary to ensure proper completion of the Work, avoid injury to third persons, or otherwise meet the COUNTY's objectives. The COUNTY shall provide CONTRACTOR not less than five (5) days written notice, except in emergency circumstances. CONTRACTOR shall immediately comply with such notice. Should such stoppage reasonably increase CONTRACTOR's cost, an equitable adjustment will be made by Change Order. The notice shall be effective until rescinded in writing, unless the period of suspension is stated in the notice.

8.5 Contractor's Right to Stop Work or Terminate Agreement.

(a) Stop Work. CONTRACTOR may stop work only under the following circumstances:

(i) the Work is ordered temporarily discontinued by a court or other public authority;

(ii) it is necessary to stop work in order to protect the safety of CONTRACTOR or third persons; or

(iii) the COUNTY fails to pay CONTRACTOR when due any undisputed and adequately documented sum certified for payment by the COUNTY Project Manager. In such event, CONTRACTOR shall provide the COUNTY not less than seven

(7) days prior written notice of its intention to stop work, except in emergency circumstances or when necessary to prevent injury to persons or property.

(b) Termination. CONTRACTOR may terminate this Contract under only the following circumstances: (i) the Work is ordered discontinued by a court or other public authority, through no act or fault of CONTRACTOR, for a period of not less than three months; (ii) the COUNTY fails to pay CONTRACTOR when due any undisputed and adequately documented sum certified for payment by the COUNTY Project Manager. In such event, CONTRACTOR shall provide not less than twenty (20) days written notice of its intention to terminate and afford the COUNTY the opportunity to cure said deficiency within said time period.

(c) Duty to Perform. Except as expressly provided above, in the event of any event, dispute, or other matter arising under this Contract, CONTRACTOR shall fully perform the Work in accordance with the COUNTY’s written instructions and may claim additional compensation as a Change Order, subject to the dispute resolution procedure.

8.6 Dispute Resolution.

(a) During the course of work. In the event any dispute arises during the course of the Work, CONTRACTOR shall fully perform the Work in accordance with the COUNTY’s written instructions and may claim additional compensation. CONTRACTOR is under a duty to seek clarification and resolution of any issue, discrepancy, or dispute by submitting a formal request for additional compensation, schedule adjustment, or other dispute resolution to the COUNTY’s Project Manager no later than fifteen (15) calendar days after the precipitating event. If not resolved by the Project Manager within five (5) business days, the Project Manager shall forward the request to the County Manager who shall issue a written decision within fifteen (15) calendar days of receipt. This determination shall constitute final action of the COUNTY and shall then be subject to judicial review upon completion of the Work.

CONTRACTOR shall proceed with the Work in accordance with said determination. This shall not waive CONTRACTOR's position regarding the matter in dispute.

(b) Invoices. In the event the COUNTY rejects an invoice as improper, and the CONTRACTOR declines to modify the invoice, the CONTRACTOR must notify the COUNTY in writing within ten (10) calendar days of receipt of notice of rejection that the CONTRACTOR will not modify the invoice and state the reason(s) therefor. Within five (5) business days of receipt of such notice, if not informally resolved through discussion with the COUNTY Project Manager, the

Project Manager shall forward the disputed invoice and the CONTRACTOR's written response to the County Manager. The matter shall then proceed as described in subsection (a), above.

ARTICLE 9

EEO COMPLIANCE

9.1 CONTRACTOR shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Contract.

CONTRACTOR shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and II of the ADA (regarding non-discrimination on the basis of disability) and all applicable regulations, guidelines and standards. In addition, CONTRACTOR shall take affirmative steps to ensure non-discrimination in employment against disabled persons.

9.2 CONTRACTOR’s decisions regarding the delivery of services under this Contract shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. CONTRACTOR shall not engage in or commit any discriminatory practice.

9.3 By execution of this Contract, CONTRACTOR represents and COUNTY hereby materially relies on such representation in entering into this Contract, that it has not been placed on the discriminatory vendor list as provided in (Section 287.134, Florida Statutes). An untrue representation of the foregoing shall entitle COUNTY to terminate this Contract and recover from CONTRACTOR all monies paid by COUNTY pursuant to this Contract and may result in debarment from COUNTY’s competitive procurement activities.

ARTICLE 10

MISCELLANEOUS

10.1 OWNERSHIP

Any and all records, reports, photographs, surveys and other data, material, and documents provided or created in connection with this Contract, whether finished or unfinished, herein shall become the property of COUNTY and shall, upon request, be returned by the CONTRACTOR to the COUNTY at the CONTRACTOR’s expense at termination or expiration of this contract.

All records, reports, photographs, surveys and other data, materials, and documents delivered or transmitted to the CONTRACTOR by the COUNTY shall remain the property of COUNTY and shall be delivered by CONTRACTOR to the COUNTY, at the CONTRACTOR’s expense, within seven (7) days of termination of this Contract by either party.

Any compensation due to CONTRACTOR shall be withheld until all documents are received as provided herein.

10.2 AUDIT RIGHT AND RETENTION OF RECORDS

COUNTY shall have the right to audit the books, records and accounts of the CONTRACTOR that are related to this Project. CONTRACTOR shall keep such books, records and accounts as may be necessary in order to record complete and correct entries related to the Project. All books, records and accounts of CONTRACTOR shall be kept in written form or in a form capable of conversion into written form within a reasonable time and upon request to do so, CONTRACTOR shall make same available at no cost to COUNTY in written form. All records, books and accounts related to the performance of this Contract shall be subject to the applicable provisions of the Florida Public Records Act, Chapter 119 Florida Statutes.

CONTRACTOR shall preserve and make available, at reasonable times for examination and audit by COUNTY, all financial records, supporting documents, statistical records and any other documents pertinent to this Contract for the required retention period of the Florida Public Records Act (Chapter 119, Florida Statutes), if applicable, or, if the Florid Public Records Act is not applicable, for a minimum period of five (5) years after termination of this Contract.

If any audit has been initiated and audit findings have not been resolved at the end of the retention period of three (3) years, whichever is longer, the books, records and accounts shall be retained until resolution of the audit findings. Any incomplete or incorrect entry in such books, records and accounts shall be a basis for COUNTY’s disallowance and recovery of any payment upon such entry.

The State Auditor General, State Division of Emergency Management, US DHS-OIG, FEMA and federal auditors or State internal auditors shall have the option to audit all accounts directly pertaining to the contract for a period of three (3) years from the date of final payment or as required by applicable State and Federal Law. Records shall be made available during normal working hours for this purpose for (3) years after final payment.

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 attorneys to represent the Contractor and 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 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

BREVARD COUNTY, MS. MIRANDA GUPPENBERGER,

MIRANDA.GUPPENBERGER@BREVARDFL.GOV, 2725 JUDGE FRAN

JAMIESON WAY, A 118, VIERA, FLORIDA 32940.

10.3 PUBLIC ENTITY CRIME ACT

CONTRACTOR represents that the execution of this Contract will not violate the Public Entity Crime Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a contractor, consultant, or other provider who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods, services or a contract for the construction or repair of a public building or public work, submit bids on leases of real property, be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with the COUNTY and may not transact any business with COUNTY in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list.

Violation of this section shall result in termination of this Contract and recovery of all monies paid by COUNTY pursuant to this Contract and may result in debarment from COUNTY’s competitive procurement activities.

10.4 INDEPENDENT CONTRACTOR

CONTRACTOR is an independent contractor under this Contract.

Services provided by CONTRACTOR pursuant to this Contract shall be subject to the supervision of CONTRACTOR. In providing such services, neither CONTRACTOR nor its agents shall act as officers, employees, or agents of the COUNTY. No partnership, joint venture, or other joint relationship is created hereby. COUNTY does not extend to CONTRACTOR or CONTRACTOR’s agents any authority of any kind to bind COUNTY in any respect whatsoever.

10.5 THIRD PARTY BENEFICIARIES

Neither CONTRACTOR nor COUNTY intends to directly or substantially benefit a third party by this Contract. Therefore, the parties agree that there are no third-party beneficiaries to this Contract and that no party shall be entitled to assert a right or claim against either of them based upon this Contract.

10.6 NOTICES

Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following:

FOR BREVARD COUNTY

Solid Waste Management Department Thomas J. Mulligan, Director Building A-118 2725 Judge Fran Jamieson Way Viera, FL 32940

FOR CONTRACTOR

10.7 ASSIGNMENT AND PERFORMANCE

Neither this Contract nor any interest herein shall be assigned, transferred or encumbered by either party. In addition, CONTRACTOR shall not subcontract any portion of the work required by this Contract unless approved in writing by Contract Administrator.

CONTRACTOR represents that each person who will render services pursuant to this Contract is duly qualified to perform such services by all appropriate governmental authorities, where required and that each such person is reasonably experienced and skilled in the area(s) for which he or she will render his or her services.

CONTRACTOR shall perform its duties, obligations and services under this Contract in a skillful and respectable manner. The quality of CONTRACTOR’s performance and all interim and final product(s) provided to or on behalf of COUNTY shall be comparable to the best local and national standards.

10.8 CONFLICTS

Neither CONTRACTOR nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with CONTRACTOR’s loyal and conscientious exercise of judgment and care related to its performance under this Contract.

CONTRACTOR further agrees that none of its officers or employees shall, during the term of this Contract, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he, she or CONTRACTOR is not a party, unless compelled by court process. Further, CONTRACTOR agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or expert opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding unless compelled by court process. The limitations of this section shall not preclude CONTRACTOR or any persons in any way from representing themselves, including giving expert testimony in support thereof, in any action or in any administrative or legal proceeding.

In the event CONTRACTOR is permitted pursuant to this Contract to utilize subcontractors to perform any services required by this Contract, CONTRACTOR agrees to require such subcontractors, by written contract, to comply with the provisions of this section to the same extent as CONTRACTOR.

10.9 MATERIALITY AND WAIVER OF BREACH

COUNTY and CONTRACTOR agree that each requirement, duty and obligation set forth herein is substantial and important to the formation of this Contract and therefore, is a material term hereof.

COUNTY’s failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract.

10.10 COMPLIANCE WITH LAWS

CONTRACTOR shall comply with all federal, state and local laws, codes, ordinances, rules and regulations in performing its duties, responsibilities and obligations pursuant to this Contract.

This includes the Florida Department of Transportation Required Contract Provisions for Federal-Aid “FHWA-1273” as Exhibit “D”, “Required Federal Provisions for Emergency Relief Program-Debris Monitoring Agreements” as Exhibit “E”, and “FEMA Required Contract Provisions” as Exhibit “F” attached hereto.

CCONTRACTOR specifically acknowledges that a portion or all of the work may be eligible for FEMA reimbursement. CONTRACTOR shall be knowledgeable of all FEMA requirements related to the work and shall perform all work under this Agreement in manner that eligible costs and expenses incurred will be eligible for FEMA reimbursement, as permitted by law.

10.11 SEVERENCE

In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY or CONTRACTOR elects to terminate this Contract. An election to terminate this Contract based upon this provision shall be made within seven (7) days after the finding by the court becomes final.

10.12 JOINT PREPARATION

The parties acknowledge that they have sought and received whatever competent advice and counsel necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Contract has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

10.13 PRIORITY OF PROVISIONS

If there is a conflict of inconsistency between any terms, statement, requirement or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Contract by reference and a term, statement, requirement or provision of Articles 1-9 of this Contract, the term, statement, requirement or provision contained in Articles 1-9 shall prevail and be given effect.

10.14 ATTORNEY’S FEES, JURISDICTION, VENUE, WAIVER OF JURY TRIAL

This Contract shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. In the event of any legal action to enforce the terms of this Contract each party shall bear its own attorney’s fees and costs. Venue for any legal action brought by any party to this Contract to interpret, construe or enforce this Contract shall be in a court of competent jurisdiction in and for Brevard County, Florida.

By entering into this Contract, CONTRACTOR and COUNTY hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this Contract.

10.15 AMENDMENTS

No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the Board and

CONTRACTOR.

10.16 PRIOR AGREEMENTS

This document represents the full and complete understanding of the parties and incorporates or supersedes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein. The parties agree that there is no commitment, agreement or understanding concerning the subject matter of this Contract that is not contained in this written document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or agreement, whether oral or written.

10.17 DRUG-FREE WORKPLACE

It is a requirement of COUNTY that it enter into contracts only with firms that certify the establishment of a drug-free work place in accordance with Florida Statutes, Section 287.087. Execution of this Contract by CONTRACTOR shall serve as CONTRACTOR’s required certification that it either has or that it will establish a drug-free work place in accordance with Florida Statutes, Section 287.087.

10.18 EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY)

(a) The CONTRACTOR:

(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 Construction Manager during the term of this Agreement; and

(2) shall expressly require any subcontractors performing work or providing services pursuant to this Agreement 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 term of this Agreement; and

(3) 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 Owner 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.

(b) Compliance with the terms of this section is made an express condition of this Contract and the Owner may treat a failure to comply as a material breach of this Agreement.

(c) 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.

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

10.19 NO INTEREST

Any monies which are the subject of a dispute regarding this Contract and which are not paid by COUNTY when claimed to be due shall not be subject to interest.

All requirements inconsistent with this provision are hereby waived by

CONTRACTOR.

10.20 INCORPORATION BY REFERENCE

The truth and accuracy of each “Whereas” clause set forth above is acknowledged by the parties. The attached Exhibits “A” “B” “C” “D”, “E”, and “F” are incorporated into and made a part of this Contract.

10.21 REPRESENTATION OF AUTHORITY

Each individual executing this Contract on behalf of a party hereto does hereby represent and warrant that he or she is, on the date he or she signs this Contract, duly authorized by all necessary and appropriate action to execute this Contract on behalf of such party.

10.22 CONTINGENCY FEE

CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract. For a breach or violation of this provision, COUNTY shall have the right to terminate this Contract without liability at its discretion, or to deduct from the Contract price or otherwise recover the full amount of such fee, commission, percentage, gift or consideration.

10.23 MULTIPLE ORIGINALS

Multiple copies of this Contract may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document.

10.24 SCRUTINIZED COMPANIES

(a) 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 Agreement 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 the boycott of Israel during the term of the Agreement.

(b) If this Agreement is for more than one million dollars, the CONTRACTOR 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. Pursuant to Section 287.135, Florida Statutes, the COUNTY may immediately terminate this Agreement 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 Agreement.

(c) The CONTRACTOR agrees to observe the above requirements for applicable subcontracts entered into for the performance of work under this Agreement.

As provided in Section 287.135(8), Florida Statutes, if federal law ceases to authorize these contracting prohibitions then they shall become inoperative.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and year first above written.

BOARD OF COUNTY COMMISSIONERS

OF BREVARD COUNTY, FLORIDA

James P Liesenfelt, Interim County Manager

As approved by the Board on August 27, 2024

Reviewed for legal form and content

Justin E. Caron, Assistant County Attorney

WITNESS: CONTRACTOR

Signature Signature

Name (printed or typed) Name (printed or typed)

Title Title

Mailing Address

City, State, Zip

Area Code/Telephone Number

EXHIBIT A

SCOPE OF SERVICES

SCOPE OF SERVICES

Disaster debris removal & recovery management contractors are sought to support Brevard County Solid Waste Management (County) and participating municipalities in the management of disaster debris removal & recovery resulting from but not limited to catastrophic events such as tornadoes and hurricanes. Please use the link https://www.fdot.gov/statistics/fedaid/default.shtm for County and City FHWA eligible road maps relative to the area(s). The Contractors must demonstrate competence and professional qualifications in providing these services including knowledge of FEMA federal reimbursements. This agreement is dependent upon the number of disasters and doesn’t guarantee or invoke an annual minimum. These services may involve comprehensive management of the County’s disaster debris recovery program, including but are not limited to:

• Planning and execution of all debris collection and removal operations

• Road clearance scheduling

• Field monitors (FEMA), including but not limited to;

o Training o Supervision o Equipment and vehicles o Ensuring a sufficient number of trained debris monitors are available to monitor “first push” operations.

o Ensuring a sufficient number of trained debris monitors are available to monitor “first pass” and all subsequent passes of debris removal and hauling activities.

o Providing tower/disposal site monitors to observe and record all debris loads entering the temporary debris management sites.

o Providing tower/disposal site monitors to observe and record all debris loads exiting the temporary debris management sites for final disposal.

o Providing data entry and document processing personnel, if applicable.

o Conducting safety meetings with staff, as necessary.

o Responding to and documenting issues regarding complaints, damages, accident or incidents involving the Consultant or Contractor personnel and ensure that they are fully documented and reported.

o Hiring, training, and deploying supervising inspectors.

o Scheduling, dispatching, and logistical operations of all team members.

o Recording locations and nature (vegetative, C&D, or mixed) of all collected debris distinguished between first pass, second pass, etc.

• Site selection for debris processing including o Sand screening o Debris sorting o Grinding and mulching operations o Burning o Citizen drop-offs

• Environmental studies and mapping

• Management of designated debris staging and processing sites

• Providing other project management services,…