Attachment_D_-_Draft_Contract.docx

Brevard County Transit Services Vehicle Fleet Maintenance and Repair Management Services Contractor and Brevard County Board of County Commissioners

CONTRACT

This CONTRACT is entered into this ______ day of ________________, 2025 by and between the BOARD OF COUNTY COMMISSIONERS OF BREVARD COUNTY, FLORIDA, a political subdivision of the State of Florida, on behalf of the Transit Services Department (herein after the "County"), and ____________________, (herein after "Contractor"), a corporation at _________________________________

WITNESETH

WHEREAS, the COUNTY provides public transportation services to the citizens of Brevard County; and WHEREAS, the COUNTY is desirous of obtaining the services of a qualified corporation to provide fleet management and repair management services for its transit vehicles and equipment; and WHEREAS, the COUNTY has competitively procured the services of ____________________to provide vehicle fleet maintenance and repair management services as specified in RFP # P-8-26- 02, included as Attachment E, and the winning submitted proposal is included as Attachment F; and NOW, THEREFORE, in consideration of the covenants herein contained, it is mutually agreed upon by both parties as follows:

1. SERVICES

Contractor shall provide fleet management and repair management services as defined in the Scope of Work set forth in Attachment A, attached hereto and made a part hereof by this reference, to assure the continuity of effective and economical operation of County vehicles and equipment.

a. ____________________shall perform services described herein at the North Terminal Facility located at 401 South Varr Avenue, Cocoa, Florida 32922 and the South Terminal Facility located at 460 South Harbor City Boulevard, Melbourne Florida 32901 (hereinafter collectively known as "Terminals").

b. All vehicles covered by this CONTRACT are listed on the County Vehicle Inventory set forth in Attachment B, attached hereto and made a part hereof by this reference.

c. ____________________shall deliver and dispense all fuel used in connection with completion of the services under this CONTRACT from its facilities or authorized service stations. Fuel charges will be billed to the County as specified on Attachment A, attached hereto and made a part hereof by this reference.

d. ____________________shall provide, use and maintain a fleet management information system to provide record-keeping and reporting for each vehicle, vehicle category, and equipment in order to provide a basis for optimum fleet management and detailed maintenance and operating information for the COUNTY. _____________________shall provide the COUNTY access to all computerized data related to the performance of this CONTRACT.

e. ___________________shall provide the following written reports to Brevard County Transit Services on a timely basis: Invoices, Daily Vehicle Condition Reports, Fuel and Oil Reports, Tire Invoices, Preventive Maintenance Inspection Sheets, Daily Availability Report, Washing, Waxing and Detailing Report, Drug and Alcohol Testing Reporting Forms, and Mileage Traveled per Vehicle Report.

f. ___________________shall be aware and comply with all statutes, rules, ordinances, orders, regulation, and requirements of all local, state, and federal agencies as applicable. _____________________shall comply with all Federal Transit Administration requirements as provided in Attachment D, attached hereto.

2. TERM

The term of this CONTRACT shall be for an initial period of five (5) years, upon written agreement by both parties. The initial five (5) year term shall begin on November 1, 2025, and end on October 31, 2030.

USE OF TERMINALS

__________________shall use the Terminals for the purpose of providing fleet management and repair management services for Brevard County Transit Services.

a. The Terminals and equipment provided to ______________for the term of this CONTRACT will become the responsibility of __________________. Upon the last day of the CONTRACT term or upon date of termination of this CONTRACT, __________________ shall surrender the Terminals to the County in generally the same condition as when _____________________took possession, allowing for change and modifications agreed to the parties over time, reasonable wear and tear, damages by acts of God, and __________________________shall peaceably and quickly leave the Terminals.

b. ____________________shall maintain, at its own expense, the interior, exterior, and infrastructure of the Terminals in a clean, neat, and professional manner. If the Terminals are determined by Brevard County Transit Services to be maintained not in such manner, Brevard County Transit Services will _____________________of such and ______________________shall perform all requested maintenance.

c. _______________________shall inform Brevard County Transit Services of any degraded conditions and shall assist Brevard County Transit Services with minor and emergency repairs. Brevard County Transit Services shall supply utilities, including water, sewer, and trash pick-up. ______________________shall maintain all plumbing, sewer, tanks, piping, flooring and equipment used by ______________________ such as, but not limited to, overhead doors, compressors, lifts, bus washers, fuel pumps, air compressors, tire equipment, electrical and mechanical tools and equipment. Brevard County shall be responsible for structural repairs to the Terminals, except for repairs caused by the damage or negligence of ______________________.

d. ____________________shall make no unlawful, improper, immoral or offensive use of the Terminals. _________________shall not conduct any outside services on vehicles not listed on the County Vehicle Inventory. __________________shall not use the Terminals or allow the use of the Terminals for any purpose other than that herein set forth.

Failure of __________________to comply with this provision shall be considered a material default under this CONTRACT. In the event the Terminals are not used or cease to be used for the purposes set forth herein, this CONTRACT shall terminate, and the Terminals shall revert to the COUNTY, which shall thereafter have the right to re enter and repossess the Terminals.

e. Subject to the limits as set forth in Section 768.28, Florida Statutes, County will be responsible for and agrees to indemnify, defend and hold __________________ harmless from any Environmental Conditions caused as a result of the County's actions, as defined below, that existed on, in or under the Facility prior to when ___________________moves into the Facility. ____________________ will be responsible for and agrees to indemnify, defend and hold County harmless from any Environmental Conditions on, in or under the Facility caused by ________________ during the term of this Contract. The term "Environmental Conditions" means conditions where hazardous materials (as defined under applicable federal, state or local laws) are present to the extent that any reporting, remediation or other action is required under any such federal, state or local laws. References to "laws" hereunder include all regulations, guidelines and other requirements thereunder, as amended and supplemented from time to time.

3. RIGHT OF ENTRY BY COUNTY

The COUNTY or its agents reserves the right to enter the Terminals at any time to inspect them, to perform required maintenance or repair, to inspect ______________________ operations and equipment, or to perform other duties as required by the terms of this CONTRACT, or the rules, regulations, ordnances or laws of any governmental body. The COUNTY may, in connection with such inspections and repairs, do so without incurring liability to ___________________for disturbance of quiet enjoyment of the Terminals or loss of occupation thereof, unless done so in unreasonable, willful or negligent manner.

4. PAYMENT

_____________________and the COUNTY mutually agree that all costs resulting from services under this CONTRACT shall be as specified in Attachment A attached hereto. The COUNTY reserves the right to deduct from any invoice an amount for work not provided by the invoice. The COUNTY shall remit payment in compliance with the Florida Prompt Payment Act, Florida Statute section 218.70, et seq.

a. ________________agrees to promptly provide the COUNTY with current financial statements and other reasonable financial information requested from time to time and to notify the COUNTY, in writing, prior to any substantial change in ownership or material disposition of __________________ assets. The COUNTY shall not be responsible for any costs except as specifically set forth in this CONTRACT.

5. FUNDING

The COUNTY may cancel or reduce the amount of service to be rendered if such action is, in the COUNTY'S determination, in Brevard County's best interests or if there is a lack of funding available for the service. In such an event, the COUNTY will notify ________________ in writing thirty (30) days in advance of the effective date of cancellation or reduction.

6. INDEMNIFICATION AND INSURANCE

_______________________agrees that it will fully indemnify and hold harmless the COUNTY and its agents and employees from any and all liability, claims, damages, losses, expenses (including attorney fees), proceedings and all causes of action of every kind and nature arising out of or connected with the performance of any service, programs, duty or obligation herein set forth or with the use, occupation, management, or control of any vehicle or facility herein provided for or any improvement thereto or any furniture, furnishings, equipment and fixtures sued in connection with said vehicle or facility (collectively "Claims") to the extent such Claims are a result of ________________ negligence and that such Claim does not arise from or is caused by the negligence or willful misconduct of the County, its agents, servants or employees.

a. ______________________agrees to indemnify the COUNTY and pay the costs of the COUNTY'S legal defense, including fees of attorneys, for all Claims described in the above hold-harmless clause. Such payment on behalf of the COUNTY shall be in addition to any and all other legal remedies available to the COUNTY. ________________agrees that it will satisfy, pay and discharge any and all judgements that may be entered against the COUNTY in such action or proceedings as a result of any Claim which is a result of ___________________negligence. The parties agree that specific consideration has been paid for its hold harmless/identification provision.

b. COUNTY agrees to identify, hold harmless and defend___________________, its directors, officers, employees and agents from and against every claim or demand which may be made by any person, firm, or corporation, or any other entity arising from or caused by any act of neglect, default or omission of the COUNTY in the performance of this Agreement, including those instances where the County, its agents, servants or employees request __________________to undertake any modification or aftermarket change on a County vehicle. In such instances, COUNTY agrees to indemnify, defend and hold harmless_______________, its agents, servants or employees from and against any and all claims or damages of every kind, for injury to or death of any person or persons and for damage to or loss of property, arising out of or resulting from COUNTY'S request except to the extent that such claim or demand arises from or is caused by the negligence or willful misconduct of___________________, its agents, servants or employees. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28.

c. The parties acknowledge specific consideration has been exchanged for this provision. Nothing herein is intended to be construed as a waiver of sovereign immunity applicable to each of the party pursuant to Florida Statute 768.28.

d. ___________________, at its own expense, shall keep in force and at all times maintain during the term of this CONTRACT commercial/comprehensive general liability insurance for claims arising under this CONTRACT with combined single limits of One Million Dollars ($100,000,000) per occurrence and auto liability insurance covering "any auto" with combined single limits of One Million Dollars ($1,000,000) per occurrence, in effect for the period of service and covering the garage operations provided under this CONTRACT. ___________________agrees to maintain full and complete Workers' Compensation Coverage, as required by the State of Florida law.

e. The COUNTY shall be included as an additional insured on the policies for claims arising under the Agreement. Certificates of insurance on all policies of insurance and renewals thereof must be provided to Brevard County Transit Services Department within ten (10) days of the execution of the document and must state that the COUNTY will be given at least sixty (60) days advance written notice prior to the cancellation, reduction, or substantial change of the policies. The Certificate shall also be endorsed with a commitment from the insurance company entitling the COUNTY to at least thirty (30) day written notice in advance of any cancellation, reduction, or substantial change of policies of insurance. All insurance policies shall be issued by responsible companies who are acceptable to the COUNTY and licensed and authorized under the laws of the State of Florida.

7. MODIFICATIONS TO CONTRACT

This CONTRACT, together with any attachments, exhibits, task assignments and schedules constitute the entire CONTRACT between the COUNTY and _____________________and supersedes all prior written or oral understandings. No modification of this CONTRACT or any attachments, exhibits, task assignments, or schedules shall be binding on the COUNTY or __________________ unless reduced to writing and signed by a duly authorized representative of both parties.

8. SEVERABILITY

In the event any provision of this CONTRACT is declared or determined to be unlawful, invalid, or unconstitutional, such declaration shall not affect, in any manner, the legality of the remaining provisions of this CONTRACT. Each provision of this CONTRACT is deemed to be separate and severable from each other provision.

9. ATTORNEY'S FEES

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.

10. GOVERNING LAW

This CONTRACT shall be deemed to have been executed and entered into within the State of Florida and this CONTRACT, and any dispute arising hereunder, shall be governed, interpreted, and construed according to the laws of the State of Florida. _________________ hereby certifies that it shall comply with all Federal Laws and Regulations, including the Americans with Disabilities Act of 1990. __________________is hereby notified that Federal Laws and Regulations may change and the changed requirements will apply to the project as required.

11. VENUE

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, and any trial shall be non-jury.

12. ASSIGNMENT, TRANSFER OF INTEREST, SUBLETTING

There shall be no assignment/transfer of interests or delegation of _________________rights, duties, or responsibilities under this CONTRACT without the prior written consent of the COUNTY. _______________shall not sublet any rights, duties or responsibilities under this CONTRACT except with the prior written consent of the COUNTY. No such consent shall be construed as making the COUNTY a party to such subcontract or subjecting the COUNTY to liability of any kind to any subcontractor. No subcontract shall, under any circumstances, relieve ______________of liability and obligation under this CONTRACT, and all transactions with the subcontractor must be through the COUNTY.

13. TERMINATION

Either party reserves the right to cancel any contract resulting from this procurement for cause, by written notice to the other party. Cause for cancellation will be documented failure(s) of to meet material contractual terms and conditions. Notice of such cancellation will be 90 days from termination date to allow sufficient time to cure any alleged defaults or establish that they were not the fault of the non-terminating party and to allow for the orderly withdrawal of ________________without additional harm to the participants or Brevard County. Cancellation with documented cause shall include forfeiture of all or part of the performance bond to compensate for the damage created by failure to complete the contract.

14. TERMINATION FOR CONVENIENCE

Brevard County may cancel or reduce the amount of service to be rendered if such action is, in Brevard County's determination, in Brevard County's best interests, or if there is a lack of funding available for the service. In such event, Brevard County will notify _________________in writing 30 days in advance of the date such actions are the be implemented. __________________ may terminate for its convenience upon 30 days advance written notice to Brevard County.

15. TERMINATION FOR PAYMENTS

In the event of termination pursuant to Paragraph 14 or 15 above, the COUNTY is only responsible for payment for work completed and/or services provided prior to the effective date of termination. ____________________shall deliver all records, equipment and materials to the COUNTY within five (5) business days of the date of termination. Upon termination of this CONTRACT, ____________________________shall have five (5) business days within which to remove its personal property from COUNTY property. Any personal property not removed within said period shall become the property of the COUNTY.

16. RECORDS AND INSPECTION

In the performance of this CONTRACT, ____________________shall keep books, papers, records and accounts of all activities related to this CONTRACT in compliance with generally accepted accounting procedures. All records, books and accounts made or received by _______________________in conjunction with and/or performance of this CONTRACT shall be open to inspection during regular business hours by an authorized representative of the COUNTY and shall be retained by _______________________for a period of three (3) years after termination of this CONTRACT. All records, books and accounts related to the performance of this CONTRACT shall be subject to applicable provisions of the Florida Public Records Act, Chapter 119, Florida Statutes.

17. UNAUTHORIZED ALIEN WORKERS

Brevard 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 U.S.C. (United States Code) Section 1324a(e) (Section 274A(e) of the Immigration and Nationality Act). The COUNTY shall consider the employment by _________________________of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. Such violation by the Recipient of the employment provisions contained in Section 274A(e) of the Immigration and Nationality Act shall be grounds for unilateral cancellation of this CONTRACT by the COUNTY.

18. FEDERAL TAX IDENTIFICATION NUMBER

_________________________________shall provide to the COUNTY their Federal Tax Identification Number.

19. EMPLOYMENT

_____________________________shall not engage the services of any person or persons now employed by the COUNTY, including any department, agency, board or commission thereof, to provide services relating to this CONTRACT without written consent from the COUNTY.

20. E-VERIFY

a. 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 CONTRACTOR during the term of the Contract; and

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

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

d. CONTRACTOR shall comply with the terms of this section is made an express condition of this Contract and the County may treat a failure to comply as a material breach of this Contract.

e. 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.

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

21. PUBLIC ENTITY CRIMES

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 on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. ______________________must provide a fully executed Public Entity Crimes Affidavit in accordance with Florida Statute 287.133(3)(a) within ten (10) days of the date of this CONTRACT and prior to commencing any work under this CONTRACT.

22. REGULATORY REQUIREMENTS

______________________shall comply with all Federal, State and local laws, including licensing and/or regulatory requirements (including permits) for the provision of services under this CONTRACT. This includes but is not limited to Clean Air and Water Acts, Energy Policy and Conservation Act, Federal Occupation Safety and health Act, and Americans with Disabilities Act. ________________________shall comply with applicable Buy America requirements set forth under the requirements of Section 16S(a) of the Surface Transportation Act of 1982 and the applicable regulation sin 49 C.F.R. part 661, as amended. This compliance includes procurement of fuel and tires for this CONTRACT.

23. PUBLICATION, REPRODUCTION AND USE OF MATERIAL

No custom material produced in whole or in part under the CONTRACT shall be subject to copyright in the United States or in any country. The COUNTY and Federal Transit Administration shall have authority to publish, disclose, distribute and otherwise use, in whole or in part, any custom material prepared under this CONTRACT.

24. FLORIDA PUBLIC RECORDS LAW

Pursuant to Section 119.0701, Florida Statutes, a request to inspect or copy public records relating to this Contract must be made directly to the County. If the County does not possess the requested records, the County shall immediately notify CONTRACTOR of the request and CONTRACTOR shall provide the records to the County or allow the records to be inspected or copied within twenty-four hours (not including weekends or legal holidays) of the request so the County can comply with the requirements of Chapter 119, Florida Statutes, Florida Public Records Law. CONTRACTOR may also provide a cost estimate to produce the requested documents consistent with the policy set forth in Brevard County Administrative Oder AO-47, incorporated herein by this reference. A copy of AO-47 is available upon request from the County's public records custodian designated below.

If CONTRACTOR fails to provide the requested public records to the County within a reasonable time, 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 pursuant to Section 119.10, Florida Statutes. CONTRACTOR's failure to comply with public records requests is considered a material breach of this Contract and grounds for termination. If CONTRACTOR claims certain information is exempt and/or confidential, it must cite to specific statutory provisions or case law in order to justify removal or redaction of said information.

Should the County face any legal action to enforce inspection or production of the records within CONTRACTOR's possession and control, CONTRACTOR agrees to indemnify the 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 CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119 FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, YVONNE MILES. AT (321) 952-4561, EXTENSION 26991, E-MAIL AT YVONNE.MILES@BREVARDFL.GOV, OR MAIL TO 460 S. HARBOR CITY BLVD, MELBOURNE, FL 32901.

25. EQUAL EMPLOYMENT OPPORTUNITY

In connection with the execution of this CONTRACT, _______________________________shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age or national origin. ________________________________________shall take affirmative action to ensure that applicants are hired, and employees are treated without regard to their race, color, religion, sex, age or national origin. ___________________________ must ensure that affirmative action policies are being applied to employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. _____________________agrees to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials.

26. CERTIFICATIONS

_________________________shall adhere to and maintain all of the assurances provided as a part of their proposal, including Drug Free Workplace Certification, Certifications Regarding Debarment, Suspension, and other responsibility matters as described in Attachment D.

27. SAFETY

___________________________will follow the System Safety Program Plan of Brevard County Transit Services. The Manager of Operations and Maintenance will review The Plan annually with _______________________and ensure compliance.

All practices, materials, supplies and equipment shall comply with the Federal Occupational Safety and Health Act, as well as any pertinent Federal, State and/or local safety or environmental codes.

28. CONSERVATION

____________________________shall comply with mandatory standards and policies relating to energy efficiency which are contained in the (State) energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. Section 6321et seq).

29. BUY AMERICA

_______________________shall comply with applicable Buy America requirements set forth under the requirements of Section 165(a) of the Surface Transportation Act of 1982 and the applicable regulations in 49 C.F.R. Part 662, as amended. This compliance includes federal certifications for the procurement of fuel and tires for this CONTRACT.

30. COMPLIANCE WITH THE PRIVACY ACT OF 1974

_____________________________ agrees:

a. To comply with the Privacy Act of 1974, 5 U.S.C. Code SSl(a), and regulations thereunder, when performance under the Project involves the design, development or operation of any system of records on individuals to be operated by _____________its subcontractors, or their employees to accomplish a Government function;

b. To notify Brevard County when _________________________its subcontractors, or their employees anticipates operating a system of records on behalf of the Government in order to implement the Project, if such system contains information about individuals retrievable by the individual's name or other identifier assigned to the individual. A system of records subject to the Act may not be used in carrying out this Project until the necessary and applicable approval and publication requirements have been met. _____________________, its subcontractors, and their employees agree to correct, maintain, disseminate, and use such records as required by the Act, and to comply with all applicable terms of the Act;

c. ________________________must include the text of Paragraph 1 and 2 listed above in all subcontracts and sub-agreements under which work for this Agreement is performed or which is awarded pursuant to this Agreement, or which may involve the design, development, or operation of such a system of records on behalf of the Government.

31. CHANGE IN LAWS/ESCALATION

In the event of unusual circumstances, such as changes in local, state or federal laws, regulations, or specifications or recommendations, to include enhanced safety protocols such as increased vehicle cleaning protocols; health screenings; vehicle configuration/modification; PPE; or seatbelt installations; or increased insurance or surety premiums or any other conditions which causes any of Contractor's operating costs to increase at a disproportionate rate to the existing rate, then the parties shall negotiate in good faith to seek an equitable rate adjustment. If the parties are unable to reach an agreement on an adjusted rate, CONTRACTOR may terminate the contract at its convenience upon written notice.

32. INTEREST OF MEMBERS OF CONGRESS

__________________________shall certify that no member of, or delegate to the Congress of the United States, shall be admitted to any share or part of this CONTRACT or to any benefit to arise here from.

33. ENTIRE CONTRACT

It is understood and agreed that the entire CONTRACT of the parties is contained herein and that this CONTRACT supersedes all other contracts, oral and written as well as any negotiations between parties relating to the subject matter hereof. Any alternatives, amendments, deletions or waivers of the provisions of this CONTRACT shall be valid only when reduced to writing and executed by both parties. This CONTRACT cannot be changed or terminated orally. To the extent the attachments of this CONTRACT conflict with the language herein, this CONTRACT shall control.

34. NO WAIVER OF COVENANTS OR CONDITIONS

The failure of either party to insist on strict performance of any covenant or condition hereof, or to exercise any option herein contained, shall not be construed as a waiver of such covenant, condition or option in any other instance.

35. CONSTRUCTION OF CONTRACT

The parties hereby acknowledge that they have fully reviewed this CONTRACT, its attachments and had the opportunity to consult with legal counsel of their choice, and that this CONTRACT shall not be construed against any party as if they were the drafter of this CONTRACT.

36. INDEPENDENT CONTRACTOR

____________________shall perform the terms and conditions of this CONTRACT as an independent contractor, and nothing contained herein shall be construed to be inconsistent with this relationship or status. Nothing in this CONTRACT shall, in any way, be interpreted or construed to constitute ____________________ or any of its agents, representatives or employees as the agents, representatives or employees of the COUNTY.

37. FORCE MAJEURE

In the event _____________________is unable to provide the transportation services as specified in this CONTRACT because of any act of God, civil disturbance, fire, riot, war, terrorism, picketing, strike, labor dispute, labor shortages, governmental action or other condition or cause beyond ___________________control, including but not limited to epidemics and pandemics, or other force majeure event as defined by state law, Brevard County Transit Services shall excuse _____________________from performance under this CONTRACT.

38. NOTICE

Notice under this CONTRACT shall be given to the COUNTY by postage prepaid or hand delivery to the Transit Services Department Director, 401 South Varr Avenue, Cocoa, Florida 32922.

Notice to _____________________________________ shall be postage prepaid to: Contract Representative, _____________________________________, _____________________________ Comment by Jordan, Terry: @ Sherry I am not sure if this would be the correct verbiage at this point as it previously stated “Regional Vice President”.

IN WITNESS WHEREOF

The parties have hereunto set their hands and seals on the day and year first above written.

ATTEST:

BOARD OF COUNTY COMMISSIONERS OF BREVARD COUNTY, FLORIDA

Rachel M. Sadoff, Clerk Rob Feltner, Chairman As approved by the Board on ___________

Reviewed for Legal Form and Content for Brevard County

Heather Balser, Assistant County Attorney

WITNESSES:

VENDOR AWARDED CONTRACT: