Attachment_B-Draft_Contract.pdf

BREVARD COUNTY

PUBLIC WORKS DEPARTMENT

MASTER SERVICES CONTRACT

PROFESSIONAL ENGINEERING SERVIES GRISSOM PARKWAY

WIDENING

[Insert Name of Company]

Brevard County Public Works Department

2725 Judge Fran Jamieson Way, Room A-201

Viera, Florida 32940

MASTER SERVICES CONTRACT GRISSOM PARKWAY WIDENING

1. RECITALS

2. ADMINISTRATION

3. TERM

4. NON-EXCLUSIVE CONTRACT

5. DEFINITIONS

6. SCOPE OF PROFESSIONAL SERVICES

7. STANDARD OF CARE REQUIRED FOR PROFESSIONAL SERVICES

8. QUALITY CONTROL

9. USE OF TASK ORDERS

10. FORCE MAJEURE

11. COMPENSATION AND REIMBURSABLE COSTS

12. BILLING, PAYMENT, AND PARTIAL PAYMENTS

13. OWNERSHIP AND REUSE OF WORK PRODUCT

14. RESERVED

15. AUDIT RIGHTS AND PUBLIC RECORDS

16. INDEPENDENT CONTRACTOR

17. EQUAL OPPORTUNITY EMPLOYMENT

18. UNAUTHORIZED ALIEN WORKERS AND EMPLOYMENT ELIGIBILITY

VERIFICATION (E-VERIFY)

19. SUBCONTRACTING

20. ASSIGNMENT

21. CONFLICTS OF INTEREST

22. COVENANT AGAINST CONTINGENT FEES

23. PUBLIC ENTITY CRIMES

24. SCRUTINIZED COMPANIES LIST

25. INDEMNIFICATION AND INSURANCE

26. DISPUTE RESOLUTION

27. TERMINATION OF CONTRACT

28. NOTICES AND AUTHORIZED REPRESENTATIVES

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

TRIAL

30. MODIFICATIONS

31. TRUTH-IN-NEGOTIATIONS

32. ENTIRETY OF CONTRACT

33. INTERPRETATION

34. SEVERABILITY

35. FURTHER ASSURANCES

36. COUNTERPARTS AND AUTHORITY

Attachment A

Attachment B

MASTER SERVICES CONTRACT

GRISSOM PARKWAY WIDENING

THIS CONTRACT is made and entered into the date of last signature below, hereinafter the Effective Date, by and between the following Parties: BREVARD

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

CONTRACTOR.

RECITALS

WHEREAS, the COUNTY desires to contract with a qualified professional to provide engineering for the Grissom Parkway Widening, hereinafter referred to as the

“Project”; and

WHEREAS, the COUNTY issued Request for Qualifications RFQ# 7-26-03 on

XXXXX XX, 2025, for professional services and has selected the CONTRACTOR to perform these services pursuant to the provisions of Section 287.055, Florida Statutes, as may be amended, and Brevard County Policy BCC-26 (Acquisition of Consultant

Professional Services), as may be amended.

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

1. RECITALS.

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

2. ADMINISTRATION.

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

2.2 Unless stated otherwise by the COUNTY, in the case of any conflict between the Contract Documents, the order of precedence shall be as follows (as applicable): (1) Change Orders; (2) Task Orders; (3) Addenda (with those of later date having precedence over those of earlier date); (4) this Master Services Contract (the

“Contract”); (5) the COUNTY’s RFQ# 7-26-03; (6) the CONTRACTOR’s response; and

(7) any other associated documents.

3. TERM.

3.1. This Contract shall be effective from the date of the signature of the last

Party to execute the Contract and remain in full force and effect for the duration of the

Project, unless it is terminated as otherwise provided herein.

3.2. Survival of Task Orders. The COUNTY shall not issue new Task

Order(s) after the expiration date of this Contract. Existing Task Orders may extend beyond this Contract’s expiration. The Scope of Services relating to any existing Task

Orders may not be expanded to include additional projects or services once the

Contract has expired. In such situations, the Parties agree that the terms and conditions of this Contract survive as to such Task Order(s), and this Contract and the applicable

Task Order(s) shall remain in full force and effect until work on the outstanding Task

Order(s) is completed.

3.3. Survival of Provision for Services related to Legal Purposes. During the term of this Contract, the Parties agree that the COUNTY may issue a Task Order for the CONTRACTOR to appear or to provide services as an expert or fact witness for any legal or court proceeding related to work performed under this Contract at the hourly rate delineated in this Contract. Additionally, for a period of five years after the expiration of this Contract or any Task Order, upon COUNTY request, the

CONTRACTOR expressly agrees that it will provide services as an expert or fact witness for any legal or court proceeding related to work performed under this Contract at the rates as follows. For such services provided after this Contract is expired, the

Parties agree CONTRACTOR may increase its hourly rate for said services over this

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

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

4. NON-EXCLUSIVE CONTRACT.

The Parties acknowledge that this Contract is not an exclusive agreement, and the COUNTY may employ other similar contractors to furnish services for the COUNTY, as the COUNTY, in its sole discretion, finds is in the public interest. The COUNTY reserves the right to assign such work to the CONTRACTOR as it may approve in the sole discretion of the COUNTY. The Parties agree that the COUNTY is not obligated to execute any Task Order for any specific project or part thereof.

5. DEFINITIONS.

5.1. Change Order. A document issued by COUNTY to the

CONTRACTOR that describes modifications and/or for revisions to the scope of services, to the schedule for deliverables which involve changes in cost, and/or to changes in compensation. A no-cost time extension is not defined as a Change Order.

All Change Orders are subject to the terms and conditions of this Contract.

5.2. Master Services Contract. A contract that authorizes Task Orders to be issued under the terms and conditions of the Master Service Contract. The work required by such Task Orders will be subject to the terms and conditions of this

Contract.

The Contract Documents of this Contract include this Master Services Contract, all Task Orders issued under this Contract, all Notices to Proceed issued under this

Contract, all Modifications to this Contract or to any Task Order or Notice to Proceed, all

Change Orders, and any Renewals of the Contract.

5.3. Effective Date. The date upon which this Contract is fully executed/signed by both Parties.

5.4. Task Order. A document issued, pursuant to this Contract, by the

COUNTY to the CONTRACTOR that describes a finite amount of work for a finite payment. For this Contract, whether described as a Task Order, Purchase Order or

Work Order, all such Orders shall be treated as Task Orders and subject to the provisions in this Contract relating to Task Orders.

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

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

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

CONTRACTOR under this Contract.

5.8. Work Order. A work order under this Contract is another term for a Task

Order and shall be governed by the terms for Task Orders in this contract.

5.9. Work Product. A defined term for all material, which may be copyrighted or trademarked, which CONTRACTOR creates for COUNTY under a Task Order as a

Task Order deliverable and including, but not limited to, reports, tracing, plans, specifications, data, maps, contract documents, drawings, writings, surveys, photographs, video, and other products created in the process of creating the Task

Order deliverables. As a Task Order deliverable, work product is to be provided to the

COUNTY for its use and unless the work product, or a portion thereof, is copyrighted or trademarked, it shall become the property of the COUNTY.

6. SCOPE OF PROFESSIONAL SERVICES.

6.1. The services are identified in the COUNTY’s Request for Qualifications, the CONTRACTOR’s submission, and issued Task Orders, all of which are incorporated herein by this reference.

7. STANDARD OF CARE REQUIRED FOR PROFESSIONAL SERVICES.

7.1. CONTRACTOR agrees to perform professional services associated with the requested work in accordance with this Contract and applicable executed Task

Order(s), in a manner consistent with the professional skill and degree of care and diligence ordinarily provided by other similar professionals in the same or similar locality under the same or similar circumstances and as further set forth herein.

7.2. CONTRACTOR further agrees that the standard of care required of

CONTRACTOR to provide the professional services under this Contract includes the following, and that the CONTRACTOR shall:

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

7.2.2. Correct any errors and omissions, and prepare any necessary plan revisions not involving a change in the scope of the work required, that may be required because work was determined by the County to be unsatisfactory, substandard, defective and/or not otherwise not in compliance with the standard of care as set forth in this Contract at no additional cost. Any person or entity may bring concerns about the work to the attention of the COUNTY for its review and determination. This remedy shall be cumulative to all other remedies available under law. CONTRACTOR understands and agree to be held liable for damages to the COUNTY that result from any errors and omissions committed by the CONTRACTOR, including, but not limited to, delay claims from other

COUNTY contractors that relied upon the services performed by the

CONTRACTOR.

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

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

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

7.2.5. Comply with federal, state and local laws, codes and ordinances applicable to the work. Failure or inability on the part of CONTRACTOR to have complete knowledge and intent to comply with such law, rules, and regulations shall not relieve CONTRACTOR from its obligation to completely perform any task assigned pursuant to this Contract.

7.2.6. Cooperate fully with the COUNTY in the scheduling and

coordination of all phases of the work.

7.2.7. Cooperate and coordinate with other COUNTY contractors, as specified in the Task Order.

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

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

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

7.2.10. Submit all design computations, sketches and other data representative of the work’s progress for the County’s review as specified in the applicable Task Order. Submit the final work upon incorporation of any modifications requested by the COUNTY during any previous review, for the

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

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

7.2.12. Interpret plans and other documents.

7.2.13. Meet project deliverable dates established in each individual

Task Order.

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

7.2.15. Upon County solicitation to construct the design, should the lowest responsible, responsive bid exceed the estimated total construction cost of CONTRACTOR’S final design plans by 10 percent or more, at COUNTY’s discretion, CONTRACTOR will redesign the Project and/or work with COUNTY to reduce the costs to within the total estimated construction costs, at no additional expense to COUNTY. If the Project scope and design are expanded by

COUNTY after CONTRACTOR renders the Estimated Construction Cost of the

Final Design Plans, CONTRACTOR shall not be responsible for any redesign without compensation.

8. QUALITY CONTROL.

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

CONTRACTOR shall be compensated for the additional work in accordance the

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

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

COUNTY in determining the CONTRACTOR'S qualifications for future contracts with the COUNTY.

9. USE OF TASK ORDERS.

9.1. Generally. All professional services or work provided by CONTRACTOR for COUNTY shall be identified in written Task Orders and performed to the current professional standards of the applicable discipline and as further set forth in the standard of care section. Task Orders shall entail a description of services to be performed, a statement of fees, a projected schedule for completion, and any subconsultant proposals of the work to be performed. Upon request by the COUNTY, the CONTRACTOR shall also provide a work effort and cost schedule. Upon request by the COUNTY, a Task Order may include a project completion date.

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

Notice to Proceed issued by the COUNTY subsequent to the execution of a Task Order.

The CONTRACTOR shall complete the work in accordance with the executed Task

Order. The CONTRACTOR acknowledges that time is of the essence for all work performed under this Contract. All written Notices to Proceed and executed Task

Orders are incorporated to this Contract by this reference and shall constitute a contract addendum to this Contract.

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

Orders, issued under this Contract, on its behalf. This list shall be signed by the officer or agent executing this Contract on behalf of the CONTRACTOR and shall be submitted with this executed Contract. Any changes, deletions or additions to this list of authorized signatories to Task Orders shall be submitted in writing to the County by the officer or agent executing the Contract upon the CONTRACTOR becoming aware of the need for such change, etc.

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

The COUNTY reserves the right to pause or cancel Task Orders. If the CONTRACTOR maintains that a Task Order requires a change in schedule that does not impact the scheduled completion date, a revised schedule shall be submitted in writing for

COUNTY consideration, and commencement of any such schedule revision is contingent on approval by the COUNTY.

In the event CONTRACTOR experiences any delay in completing the Task Order resulting from circumstances beyond its control, the CONTRACTOR shall provide immediate notice in writing to the COUNTY for consideration if additional compensation and/or time is requested by the CONTRACTOR. CONTRACTOR waives any right to make a claim based upon a delay if such written notice was not provided.

If the CONTRACTOR cannot complete the work prior to an established completion date of a Task Order, the CONTRACTOR must submit a request for time extension at least sixty (60) calendar days prior to said established completion date. A request for time extension shall include a detailed justification for the delay along with an updated project completion schedule. Upon receipt of the request for a time extension, the

COUNTY shall review the justification and may request additional information as needed to consider the time extension request. Furthermore, some projects, such as

Federal-aid eligible projects, may require additional approvals which will be coordinated by the COUNTY.

No-cost time extensions may be processed by the Public Works Director and do not require signature by the CONTRACTOR’S authorized representative.

Cost-associated time extensions require a modification by Change Order to the Task

Order, as described further below in this Contract.

Time extensions are granted at the discretion of the COUNTY.

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

COUNTY personnel with knowledge of the operation of the COUNTY as it relates to the

Task Order available to assist CONTRACTOR. COUNTY shall make its facilities accessible to CONTRACTOR, where feasible, and as required for CONTRACTOR’s performance of services under this Contract. In those instances where CONTRACTOR may deem it necessary to obtain access or entry upon privately owned property in its performance of Contract, CONTRACTOR may request assistance from COUNTY in facilitating such access. COUNTY shall assist as is feasible.

9.5 Change Order

9.5.1. A Change Order shall be required to process modifications to the

Task Order for revisions to the scope of services, cost-associated time revisions, and/ or changes in compensation. The Parties agree COUNTY may modify the scope of a project in a Task Order as the COUNTY deems appropriate, including a commensurate increase or decrease in the fee.

A no-cost time extension is not defined as a Change Order.

All Change Orders must be in writing and approved by both Parties. A Change

Order shall not give rise to any contractual rights until both Parties have caused the

Change Order to be executed by their duly authorized representatives and a written

Notice to Proceed for the respective Change Order is issued by the COUNTY.

10. FORCE MAJEURE

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

10.2. The failure to perform must occur directly, exclusively and contemporaneously with the Force Majeure event. Should the CONTRACTOR be obstructed or delayed in the prosecution or completion of its services or work as a result of said unforeseeable causes beyond the control of the CONTRACTOR and not due to its own fault and neglect, CONTRACTOR shall, within 10 hours of the time the delay becomes apparent, notify the COUNTY of such delay in writing stating the cause or causes thereof, failing which the CONTRACTOR shall waive any right the

CONTRACTOR may have to request a reasonable extension of time to complete the work required by the Task Order. Such reasonable extensions of time to complete the

Task Order shall be the sole remedy of the CONTRACTOR for such delays, and the

CONTRACTOR will not be entitled to any damages or any claim for extra compensation.

11. COMPENSATION AND REIMBURSABLE COSTS.

11.1. GENERAL. As consideration for providing professional services, COUNTY agrees to pay, and CONTRACTOR agrees to accept, a fee for services. The fee for services for the applicable Task Order is the only compensation to which

CONTRACTOR is entitled, unless pre-approved reimbursable costs are listed in the

Task Order. CONTRACTOR shall include in the fee for services all its’ office overhead, employee benefits, normal business travel, and other support for overhead services required for performance of any and all duties or obligations described in the applicable

Task Order.

11.2. Fee for Services. COUNTY may specify one or both fee options below in an approved Task Order, as is applicable to the situation.

11.2.1. Hourly Rate. The CONTRACTOR shall be compensated at

the attached Hourly Rate Schedule (Attachment A) for each hour engaged directly in the work. Attachment A is attached and incorporated herein by this reference.

11.2.2. Lump Sum Fee. At the option of COUNTY, instead of an

Hourly rate, the Parties may mutually agree upon a lump sum fee for any requested portion of work in a written Task Order.

11.3. Reimbursable Expenses or Costs. CONTRACTOR shall be

compensated for certain work-related expenditures not covered by the fee for service only if (1) the reimbursable expenses are pre-approved by specification in the Task

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

CONTRACTOR will not be entitled to be compensated by COUNTY for such expense.

When requesting COUNTY pre-approval for an expense, CONTRACTOR must provide a written justification for the expenses accompanied by copies of invoices, receipts, requisitions, and/or estimates (if actual expense cannot be provided until actual cost is incurred) to document the need for the expense. COUNTY, upon receipt of satisfactory documentation, will provide CONTRACTOR with its written decision on approval or rejection of said expenses. CONTRACTOR must submit the final receipts, invoices, etc., for expenses incurred in order to be reimbursed by COUNTY. COUNTY will reimburse CONTRACTOR for pre-approved expenses at actual cost(s) (no markup or percentage increase will be paid by the COUNTY). Types of reimbursable expenses may include:

11.3.1. Documents and Incidentals. Expenses for document

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

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

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

COUNTY and must be returned upon the completion of the related Task or

Purchase Order.

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

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

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

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

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

11.3.5. Permits, Licenses and Fees. Generally, unless specifically authorized, permits, fees and licenses necessary for performance of work pursuant to this Contract will not be waived by COUNTY, and CONTRACTOR shall be responsible for obtaining, and shall pay for their own professional permits, fees, and licenses, as required. If authorized, and not treated as a reimbursable cost, the COUNTY shall pay directly to the governing authority, the cost of permits, fees, and/or licenses required for completion of the scope of services for a particular Task Order.

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

12. BILLING, PAYMENT, AND PARTIAL PAYMENTS

12.1. General. COUNTY will make payment to CONTRACTOR through

County Finance according to Brevard County Administrative Order AO-33 (issued by the County Manager of Brevard County, copy available upon request), as may be amended, and Florida’s Local Government Prompt Payment Act, Chapter 218, Part VII, Florida Statutes, including provision of an IRS Form W-9. CONTRACTOR payments are subject to the COUNTY'S right to withhold any amounts reasonably necessary to complete or correct substandard work or work not in compliance with the terms of this

Contract. The County will not honor any claim for services rendered by

CONTRACTOR that is not specifically provided for in this Contract or a Task Order under this Contract.

12.2. Process for Payment of Invoices.

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

12.2.2. The amount of each invoice submitted shall be the amount due for all services performed to date in connection with authorized work, as certified by the CONTRACTOR. Each invoice shall include only authorized work and must reference the particular Task Order that authorized the services performed.

Invoices for work other than lump sum shall include a breakdown for each part of the work billed for each item and personnel as identified in Attachment A of this

Contract. CONTRACTOR shall include with its invoice copies of all invoices paid by the CONTRACTOR for expenses.

12.2.3. In the event the COUNTY pauses or terminates a Task Order, the

CONTRACTOR shall be paid in accordance with the provisions outlined in

Section 27 below. The COUNTY may request documentation from the

CONTRACTOR supporting time spent on partial services.

13. OWNERSHIP AND REUSE OF WORK PRODUCT.

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

COUNTY provides such documents or data to CONTRACTOR for CONTRACTOR’s use in a project, COUNTY agrees to obtain, or cause to be obtained, any releases, permits or authorization necessary for the use of the documents or data. The

COUNTY agrees to hold CONTRACTOR harmless for any claims arising with respect to

COUNTY’s releases, permits or authorization for the use of the documents.

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

Product by COUNTY to the same extent that CONTRACTOR is required to provide

COUNTY in sections 13.3 and 13.4. CONTRACTOR agrees to be responsible for any claims, including, but not limited to, trademark or copyright infringement, arising with respect to such use of Work Product provided by CONTRACTOR. CONTRACTOR agrees that in any proposal for a Task Order to use Work Product it did not create, the

CONTRACTOR has factored all costs of the use of such Work Product into its proposal and that no additional compensation is owed by COUNTY.

13.3. To the extent CONTRACTOR creates Work Product under this Contract for COUNTY, then to the extent permissible under the law, the Parties agree the Work

Product is specially ordered or commissioned as a “work for hire” under 17 United

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

13.4. To the extent CONTRACTOR creates Work Product for COUNTY that falls outside the definition of a “work for hire” under 17 United States Code section 101, by this paragraph, CONTRACTOR grants to COUNTY a royalty-free, world-wide, nonexclusive, irrevocable, unlimited license right in the Work Product created by

CONTRACTOR for COUNTY pursuant to the Contract, without restrictions or limitations upon its use. Such license includes an express right for the COUNTY to further sub-license the Work Product, and to create derivative works, without restriction.

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

13.6. For Work Product CONTRACTOR provides to COUNTY where a

photograph or video of a person with an identifiable face appears, CONTRACTOR will provide COUNTY with a standard commercial use modeling release, in writing (a sample model release is attached as Attachment B). Faces which are blurred to be unrecognizable do not require such a modeling release. The release will include the model’s name, age, and date of birth.

13.7. Reuse of Work Products.

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

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

14. RESERVED

15. AUDIT RIGHTS AND PUBLIC RECORDS.

15.1. In performance of this Contract, 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 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 COUNTY. The COUNTY or any of its duly authorized representatives reserves the right to audit the CONTRACTOR’s records related to this Contract at any time during the performance of this Contract and for a period of five years after final payment is made or otherwise required by law.

15.2. Upon completion of the Contract, the CONTRACTOR shall transfer, at no cost to the COUNTY, all public records in possession of the CONTRACTOR or keep and maintain public records required by the COUNTY to perform the service. If the

CONTRACTOR transfers all public records to the COUNTY upon completion of the

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

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

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

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

CONTRACTOR must be provided to COUNTY in a format compatible with the information technology systems of COUNTY.

15.4. CONTRACTOR shall ensure that public records which are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Contract and following termination of the Contract if the CONTRACTOR does not transfer the records to COUNTY.

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

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

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

Administrative Order AO-47 (issued by the County Manager of Brevard County, copy is available upon request), as may be amended, incorporated herein by this reference.

15.6. If CONTRACTOR possesses the records but fails to provide the requested public records to COUNTY within a reasonable time, pursuant to section 119.0701 and

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

15.7. Should COUNTY face any legal action to enforce inspection or production of the records within CONTRACTOR’S possession and control, CONTRACTOR agrees to indemnify COUNTY for all damages and expenses, including attorney’s fees and costs. CONTRACTOR shall hire and compensate attorney(s) to represent

CONTRACTOR and COUNTY in defending such action. CONTRACTOR shall pay all costs to defend such action and any costs and attorney’s fees awarded pursuant to

Section 119.12, Florida Statutes.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS: KARENE WILLETT, 2725 JUDGE FRAN JAMIESON WAY,

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

KARENE.WILLETT@BREVARDFL.GOV.

16. INDEPENDENT CONTRACTOR.

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

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

17. EQUAL OPPORTUNITY EMPLOYMENT.

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

18. UNAUTHORIZED ALIEN WORKERS AND EMPLOYMENT ELIGIBILITY

VERIFICATION (E-VERIFY).

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

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

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

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

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

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

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

States of America citizens.

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

Verify Memorandum of Understanding signed by CONTRACTOR and the Department of Homeland Security.

18.4. In accordance with Federal and State law, including, Section 448.095, Florida Statutes, CONTRACTOR agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the COUNTY consistent with the terms of CONTRACTOR’s enrollment in the program. This includes maintaining a copy of proof of CONTRACTOR’s and any subcontractors' enrollment in the E-Verify Program.

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

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

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

19. SUBCONTRACTING.

The CONTRACTOR shall not subcontract, assign, or transfer any work under this Contract without the written approval of the COUNTY, including a change of sub-contractor. When applicable, the CONTRACTOR shall cause the names of any subcontracted firms responsible for major portions (or separate specialty) of the work to be inserted in the Task Order. CONTRACTOR shall remain, at all times, liable for the proper performance and completion of all work and other services required under this

Contract, including supervision and administration of all such sub-contracted personnel, firms and companies, and including any errors or omissions by said sub-contractors.

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

20. ASSIGNMENT.

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

21. CONFLICTS OF INTEREST.

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

21.2. A conflict of interest is any situation in which the CONTRACTOR, its employees or subcontractors, are in a position to exploit their professional relationship with COUNTY in any way for their personal or corporate benefit. CONTRACTOR is specifically aware of, and concurs with, the public need for COUNTY to prohibit any potential conflicts of interest that may arise as a result of execution of this Contract.

CONTRACTOR covenants that it has extensively reviewed all of its contracts, letters of agreement, and any other indication of commitment on its behalf to perform professional services which could in any way present the reasonable possibility of an actual conflict of interest with COUNTY. CONTRACTOR covenants that it presently has no conflict of interest and shall not acquire any interest, direct or indirect, which shall conflict in any manner or degree with the performance of services required to be performed under this

Contract. CONTRACTOR further covenants that in the performance of this Contract, CONTRACTOR shall employ no person having any such interest. CONTRACTOR shall disclose in writing to COUNTY any conflict of interest affecting CONTRACTOR’s services to COUNTY as soon as it becomes aware of the conflict.

22. COVENANT AGAINST CONTINGENT FEES.

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

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

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

23. PUBLIC ENTITY CRIMES.

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

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

24. SCRUTINIZED COMPANIES LIST.

24.1. CONTRACTOR shall provide a fully executed Scrutinized Companies that

Boycott Israel List Affidavit in accordance with Section 287.135, Florida Statutes, at the time of bid submission. The completed affidavit shall be incorporated herein by this reference.

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

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

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

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

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

Contract.

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

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

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

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

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

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

24.5. The CONTRACTOR agrees to observe the above requirements for applicable subcontracts entered into for the performance of work under this Contract.

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

25. INDEMNIFICATION AND INSURANCE.

25.1. The CONTRACTOR shall indemnify the COUNTY and hold the COUNTY harmless against any and all claims for and related in any way to bodily injury,…