CONTRACT FOR CONSTRUCTION

TRANSIT SERVICES

COCOA FUEL TANK REPLACEMENT AND

PAVEMENT REPAIR

BREVARD COUNTY

PUBLIC WORKS DEPARTMENT/FACILITIES

Table of Contents

RECITALS

Section 1. Recitals

Section 2. Administration

Section 3. Contract Documents

Section 4. Scope of Work

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

Section 6. Payment; Progress Payments

Section 7. Termination

Section 8. Liquidated Damages

Section 9. Indemnification

Section 10. Insurance

Section 11. Warranty

Section 12. Public Records

Section 13. Right to Audit Records

Section 14. Scrutinized Companies

Section 15. Employment Verification

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

Section 17. Ownership

Section 18. Independent Contractor

Section 19. Public Construction Bond/Security

Section 20. Compliance with Laws

Section 21. Taxes

Section 22. Captions and Paragraph Headings

Section 23. Attorney’s Fees

Section 24. Severability

Section 25. Equal Opportunity

Section 26. Environmental Regulations

Section 27. Compliance with the Contract Work Hours and Safety Standards Act

Section 28. Successors and Assigns

ATTACHMENT A FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS

ATTACHMENT B DIRECT PURCHASING PROCEDURE

ATTACHMENT C GENERAL CONDITIONS

CONTRACT DOCUMENTS

THE DESIGN CONSULTANT

OWNER/COUNTY

CONTRACTOR

SUBCONTRACTORS

WORK BY COUNTY OR BY SEPARATE CONTRACTORS

MISCELLANEOUS PROVISIONS

TIME

PAYMENTS AND COMPLETION

PROTECTION OF PERSONS AND PROPERTY

CHANGES IN THE WORK

UNCOVERING AND CORRECTION OF WORK

TERMINATION OF THE CONTRACT

ATTACHMENT D PUBLIC CONSTRUCTION BOND

CONTRACT FOR CONSTRUCTION

TRANSIT SERVICES COCOA

FUEL TANK REPLACEMENT AND PAVEMENT REPAIR

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

RECITALS

WHEREAS, it is the intent of the County to obtain construction services in connection with the Transit Services Cocoa Fuel Tank Replacement and Pavement Repair, as outlined in Bid B-4-26-13 (hereinafter referred to as the “Project” or the “Work”); and

WHEREAS, the County has advertised a solicitation for Bid (B-4-26-13), (INSERT DATE OF THE ADVERTISMENT), which is incorporated herein, to perform the Project; and

WHEREAS, the Contractor has been selected as the most responsive, responsible bidder who submits the lowest responsive B-4-26-13 for the Project;

and

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

WHEREAS, compliance by the Contractor with the special contract clauses related to Federal Transit Administration Requirements, Attachment A, incorporated herein by this reference, is important in order for the County to remain eligible to be reimbursed for the cost of the work and/or be required to reimburse the federal government for the cost of the work; and

WHEREAS, the Contractor shall comply with any and all Federal, State, and/or local laws, rules, and regulations, including, but not limited to, those provisions found in the Federal Transit Administration Requirements, which are incorporated herein by this reference; and

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

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

Section 1. Recitals.

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

Section 2. Administration.

This Contract is administered by the Public Works Department/Facilities, a department of the Brevard County Board of County Commissioners.

Section 3. Contract Documents.

3.1. The Contract Documents consist of this Contract, the Conditions of the Contract (General, Supplementary, and other conditions), the Public Construction Bond/Security (for projects over $200,000), the Drawings and Specifications, sample forms, the Contractor’s response to B-4-26-13, all addenda issued during the bidding process, and all modifications, including change orders, issued after execution of this Contract.

3.2. Unless stated otherwise in writing by the County, in the case of any conflict between the Contract Documents, which are incorporated herein by this reference, the order of precedence for the Contract Documents shall be (as applicable): (1) Change Orders (with those of later date having precedence over those of earlier date); (2) this County Contract for Construction, and any amendments made thereto; (3) the Federal Transit Administration Requirements attached hereto as Attachment A; (4) Drawings and Specifications; (5) General Conditions attached hereto as Attachment C and incorporated herein by this reference; (6) County’s B- 4-26-13 with Addenda (with those of later date having precedence over those of earlier date); (7) the County’s bid, B-4-26-13; (8) Contractor’s Bid Response to B- 4-26-13; (9) Permits; and (10) any other associated documents.

Section 4. Scope of Work.

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

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

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

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

Wall, Katherine Why is this listed again?

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

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

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

5.4. The Contractor shall have 365 calendar days to achieve Substantial Completion of the Project from the issuance of the Notice to Proceed. The Contractor shall have an additional 30 calendar days from Substantial Completion to achieve Final Completion of the Project or 30 calendar days after the County’s receipt of the Substantial Completion Punchlist, whichever is greater. Any extension of time shall only be approved at the County’s discretion and granted in writing. The Contractor acknowledges that time is of the essence for all work performed under this Contract. The Contractor acknowledges that failure to complete the work contemplated herein within the time(s) set forth herein will result in substantial damages to the County.

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

Section 6. Payment, Progress Payments.

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

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

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

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

Section 7. Termination.

7.1. Unless otherwise stated in this Contract, the termination provisions outlined in Article 13 of the General Conditions, including provisions pertaining to termination for cause, are incorporated herein by this reference and shall control over the termination process outlined in the Federal Transportation Administration Requirements.

Section 8. Liquidated Damages.

8.1. It is mutually agreed that time is of the essence of this Contract and should the Contractor fail to complete the Work, or portions thereof, within the specified time to achieve Substantial Completion, or any authorized extension thereof, there shall be deducted from the compensation otherwise to be paid to the Contractor, and the County will retain, the following amount as liquidated damages:

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

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

Section 9. Indemnification.

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

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

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

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

9.5. The parties agree that the Federal government is not a party to this

Contract and shall not be subject to any financial obligations or liabilities to the County or Contractor, or any other party, pertaining to any matter under this Contract. Contractor shall include this provision in any subcontract(s).

Section 10. Insurance.

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

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

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

• Workers’ Compensation and Employer’s Liability Insurance providing statutory benefits as required in the State of Florida. The Contractor shall require any subcontractor to provide evidence of this coverage.

Additionally, if the contract requires working on or around a navigable waterway, the Contractor and all subcontractors shall provide evidence of United States Longshoremen’s and Harbor Workers (USL&H) coverage and contingent coverage of Jones Act (Marine Employers Liability) in compliance with Federal statutes, or proof of exemption.

• Contractors' Pollution Liability Insurance Policy with a limit no less than

$2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. Coverage must be included for bodily injury and property damage, including coverage for loss of use and/or diminution in property value, and for clean-up costs arising out of, pertaining to, or in any way related to the actual or alleged discharge, dispersal, seepage, migration, release or escape of contaminants or pollutants, arising out of or pertaining to the services provided by Contractor under this agreement, including the transportation of hazardous materials or contaminants.

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

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

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

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

Wall, Katherine Why not take this out?

specialty coverage in accordance with prudent business practices within the Contractor's industry.

10.2. Within five (5) calendar days of the Contract award, the Contractor shall submit the certificates of such insurance and applicable endorsement pages to the County. Before commencing work, the certificates of such insurance and applicable endorsement pages shall be in an acceptable form to the County, demonstrating that the aforementioned insurance requirements have been met.

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

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

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

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

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

Section 11. Warranty.

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

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

11.3. If any product delivered does not meet performance representations or other quality assurance representations as published by manufacturers, producers, or distributors of the products or the specifications listed in this Contract or Task Order(s), the Contractor must pick up the product from the County at no expense to the County. The County reserves the right to reject any or all materials if, in its judgment, the item reflects unsatisfactory workmanship or manufacturing or shipping damage. In such a case, the Contractor must refund to the County any money which has been paid for such item(s).

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

Section 12. Public Records.

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

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

Should the County face any kind of legal action to require or enforce inspection or production of any records provided by the Contractor to the County which the Contractor maintains are exempt or confidential from such inspection/production as a public record, then the Contractor shall hire and compensate attorney(s) who shall represent the interests of the County in defending such action. The Contractor shall also pay any costs to defend such action and shall pay any costs and attorney fees which may be awarded pursuant to Section 119.12, Florida Statutes.

IF THE CONTRACTOR HAS QUESTIONS REGARDING

THE APPLICATION OF CHAPTER 119, FLORIDA

STATUTES, TO THE CONTRACTOR’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS

CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT (321) 617-7202; KARENE WILLETT;

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

Section 13. Right to Audit Records.

In performance of this Contract, the Contractor shall keep books, records, and accounts of all activities related to this Contract in compliance with generally accepted accounting procedures and the Federal Transit Administration Requirements. All documents, papers, books, records and accounts made or received by the Contractor in conjunction with this Contract, and the performance of this Contract shall be open to inspection during regular business hours by an authorized representative of the County. The Contractor shall retain all documents, books and records for a period of five years after completion or termination of this Contract, unless such records are exempt from Section 24(a) of Article I of the State Constitution and Chapter 119, Florida Statutes.

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

Section 14. Scrutinized Companies.

The Contractor shall certify that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, Florida Statutes.

if the Contract is for more than one million dollars, the Contractor further certifies that it and its sub-Contractors are also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or engaged with business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes.

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

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

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

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

Section 15. Employment Verification.

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

15.1 shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract; and

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

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

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

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

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

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

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

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

Section 17. Ownership.

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

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

Section 18. Independent Contractor.

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

Section 19. Public Construction Bond/Security.

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

• Contractor may elect to execute a Public Construction Bond (Payment and Performance), attached hereto as Attachment D and incorporated herein by this reference, and must provide the County with a certified copy of the recorded bond as required by Section 255.05, Florida Statutes, as may be amended. Additionally, the Contractor must provide a copy of the bond to all subcontractors and notify them of deadlines to make claims under the bond.

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

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

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

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

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

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

Best’s financial size category ranking as follows:

Bond Amount Up To

Financial class

$1,000,000 V

$2,500,000 VI

$5,000,000 VII

$10,000,000 VIII

$25,000,000 IX

$50,000,000 X

$75,000,000 XI

$100,000,000 XII

Section 20. Compliance with Laws.

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

Section 21. Taxes.

The Contractor shall pay all applicable taxes, including, but not limited to, sales tax, consumer, use and other similar taxes for the Work, or portions thereof, provided by the Contractor. The County reserves the right to direct-purchase materials to realize a tax savings and adjust the Contract amount accordingly.

Contractor hereby agrees to permit the County to direct-purchase from the Contractor’s suppliers at prices quoted to the Contractor and for the County to retain any tax savings generated thereby, which will result in the overall reduction of the sum owed to the Contractor in a corresponding amount. The Direct Purchasing Procedure is attached hereto as Attachment B and incorporated herein by this reference.

Section 22. Captions and Paragraph Headings.

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

Section 23. Attorney’s Fees.

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

Section 24. Severability.

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

Section 25. Equal Opportunity.

The Contractor shall comply with the provisions identified in the Federal Transit Authority Requirements relating to equal opportunity practices and civil rights laws and implementing regulations. Any subcontracts that the Contractor enters into must include the provisions listed in the Federal Transit Authority Requirements.

Section 26. Environmental Regulations.

The Contractor shall comply with the applicable standards, orders, ore regulations issued pursuant to the Clean Air Act, Clean Water Act, and the Federal Water Pollution Control Act. Any violation(s) of said regulations shall be reported to the County and the appropriate Federal agencies.

Section 27. Compliance with the Contract Work Hours and Safety Standards Act.

(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section.

(3) Withholding for unpaid wages and liquidated damages. The agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section.

(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section.

Section 28. Successors and Assigns.

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

SIGNATURE PAGE TO FOLLOW REMAINDER OF PAGE IS BLANK

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

BREVARD COUNTY, FLORIDA

By: ____________________________ James P. Liesenfelt, County Manager

Date: ______________________

BCC-25 (FY26 Board-approved CIP)

Reviewed for legal form solely for Brevard County:

Deputy County Attorney

CONTRACTOR

By: _____________________________ (name/title)

STATE OF _______________________

COUNTY OF _____________________

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this ___ day of __________, 2025 by ____________, _____________ of __________________, a corporation authorized to conduct business in Florida, on behalf of the corporation. He/She is personally known to me or has produced ________________________________ as identification.

[Notary Seal] Notary Public Signature

Name typed, printed or stamped

My Commission Expires: ____________

ATTACHMENT A

FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS

ACCESS TO RECORDS AND REPORTS

1. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, leases, subcontracts, arrangements, other third party Contracts of any type and supporting materials related to those records.

2. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. §

200.334. The Contractor shall

maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

3. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information, including such records and information the contractor or its subcontractors may regard as confidential or proprietary, related to performance of this contract in accordance with 2 CFR § 200.337.

4. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract in accordance with 2 CFR § 200.337.

AMERICANS WITH DISABILITIES ACT(ADA)

The contractor agrees to comply with all applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps, with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act, and with the Architectural Barriers act of 1968, as amended, 42 U.S.C.

§§ 4151 et seq., which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that Act. In addition, the contractor agrees to comply with any and all applicable requirements issued by the FTA, DOT, DOJ, U.S. GSA, U.S. EEOC, U.S. FCC, any subsequent amendments thereto and any other nondiscrimination statute(s) that may apply to the Project.

BUY AMERICA REQUIREMENTS

The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. part 661 and 2 CFR § 200.322 Domestic preferences for procurements, which provide that Federal funds may not be obligated unless all steel, iron, and manufactured products used in FTA funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. § 661.7. Build America, Buy America Act. Construction materials used in the Project are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 11758, div. G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget’s “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). In accordance with 2 CFR § 184.2(a), the Recipient shall apply the standards of 49 CFR Part 661 to iron, steel, and manufactured products.

Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C), 49 U.S.C. § 5323(u) and 49 C.F.R. § 661.11.

Domestic preferences for procurements

The bidder or offeror must submit to the Agency the appropriate Buy America certification. Bids or offers that are not accompanied by a completed Buy America certification will be rejected as nonresponsive. For more information please see the FTA’s Buy America webpage at: https://www.transit.dot.gov/buyamerica

BOND REQUIREMENTS

The Federal agency or passthrough entity may accept the recipient’s or subrecipient’s bonding policy and requirements for construction or facility improvement contracts or subcontracts exceeding the simplified acquisition threshold. Before doing so, the agency or passthrough entity must determine that the Federal interest is adequately protected. If such a determination has not been made, the minimum requirements must be as follows:

(a) A bid guarantee from each bidder equivalent to five percent of the bid price. The bid guarantee must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute any required contractual documents within the specified timeframe.

(b) A performance bond on the contractor’s part for 100 percent of the contract price. A performance bond is a bond executed in connection with a contract to secure the fulfillment of all the contractor's requirements under a contract.

(c) A payment bond on the contractor’s part for 100 percent of the contract price. A payment bond is a bond executed in connection with a contract to assure payment as required by the law of all persons supplying labor and material in the execution of the work provided for under a contract.

It is also understood and agreed that if the bidder should withdraw any part or all of their bid within [90] days after the bid opening without the written consent of the Agency, or refuse or be unable to enter into this Contract as provided above, or refuse or be unable to furnish adequate and acceptable Performance and Payment Bonds, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, it shall forfeit its bid guaranty to the extent Agency’s damages occasioned by such withdrawal, or refusal, or inability to enter into a Contract, or provide adequate security thereof.

It is further understood and agreed that to the extent the defaulting bidder's bid guaranty shall prove inadequate to fully recompense Agency for the damages occasioned by default, then the bidder agrees to indemnify Agency and pay over to Agency the difference between the bid guarantee and Agency’s total damages so as to make Agency whole.

The bidder understands that any material alteration of any of the above or any of the material contained herein, other than that requested will render the bid unresponsive.

Performance Guarantee. A Performance Guarantee in the amount of 100% of the Contract value is required by the Agency to ensure faithful performance of the Contract. Either a Performance Bond or an Irrevocable StandBy Letter of Credit shall be provided by the Contractor and shall remain in full force for the term of the Contract. The successful Bidder shall certify that it will provide the requisite Performance Guarantee to the Agency within ten (10) business days from Contract execution. The Agency requires all Performance Bonds to be provided by a fully qualified surety company acceptable to the Agency and listed as a company currently authorized under 31 C.F.R. part 22 as possessing a Certificate of Authority as described hereunder. Agency may require additional performance bond protection when the contract price is increased. The increase in protection shall generally equal 100 percent of the increase in contract price. The Agency may secure additional protection by directing the Contractor to increase the amount of the existing bond or to obtain an additional bond.

If the Bidder chooses to provide a Letter of Credit as its Performance Guarantee, the Bidder shall furnish with its bid, certification that an Irrevocable StandBy Letter of Credit will be furnished should the Bidder become the successful Contractor. The Bidder shall also provide a statement from the banking institution certifying that an Irrevocable StandBy Letter of Credit for the action will be provided if the Contract is awarded to the Bidder. The Irrevocable StandBy Letter of Credit will only be accepted by the Agency if:

1. A bank in good standing issues it. The Agency will not accept a Letter of Credit from an entity other than a bank.

2. It is in writing and signed by the issuing bank.

3. It conspicuously states that it is an irrevocable, nontransferable, “standby” Letter of Credit.

4. The Agency is identified as the Beneficiary.

5. It is in an amount equal to 100% of the Contract value. This amount must be in U.S. dollars.

6. The effective date of the Letter of Credit is the same as the effective date of the Contract

7. The expiration date of the Letter of Credit coincides with the term of the contract.

8. It indicates that it is being issued in order to support the obligation of the Contractor to perform under the Contract.

It must specifically reference the Contract between the Agency and the Contractor the work stipulated herein.

The issuing bank’s obligation to pay will arise upon the presentation of the original Letter of Credit and a certificate and draft to the issuing bank’s representative at a location and time to be determined by the parties. This documentation will indicate that the Contractor is in default under the Contract.

Payment Bonds. A Labor and Materials Payment Bond equal to the full value of the contract must be furnished by the contractor to Agency as security for payment by the Contractor and subcontractors for labor, materials, and rental of equipment. The bond may be issued by a fully qualified surety company acceptable to (Agency) and listed as a company currently authorized under 31 C.F.R. part 223 as possessing a Certificate of Authority as described thereunder.

CARGO PREFERENCE REQUIREMENTS

The contractor agrees:

a. to use privately owned United States Flag commercial vessels to ship at least 50 percent of any equipment, materials or commodities procured, contracted for or otherwise obtained with funds granted, guaranteed, loaned, or advanced by the U.S. Government under this agreement, and which may be transported by ocean vessel, shall be transported on privately owned United Statesflag commercial vessels, if available. 46 U.S.C. § 55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.Flag Vessels,” 46 CFR Part 381.

b. to furnish within 20 days following the date of loading for shipments…