Attachment_E_-_Draft_Contract.pdf

CONTRACT

THIS AGREEMENT, made and entered into this ____ day of ______ , 2025, A.D., by and between Brevard County, Florida, party of the first part (hereinafter called the "County"), and (to be determined), party of the second part (hereinafter called the "Contractor").

WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows:

1. SCOPE OF THE WORK

The Contractor shall furnish all labor, materials, equipment, machinery, tools, apparatus, and transportation and perform all of the work shown on and described in the Specifications and Contract Documents entitled:

Indian River Channel Phase 1-Riverside Canal Maintenance Dredging Project

BID NO. B-8-26-05

As prepared by WSP USA, Inc., acting as, and in the Contract Documents entitled as the County's Engineer, and shall do everything required by these Contract Documents. Please see Technical Specification Section 01 11 00 for Summary of Work. The project generally includes the dredging, dewatering, transportation, and disposal/beneficial use of approximately 2,675 cubic yards of sediment from the Indian River Channels Phase 1 Riverside Canal project area as described herein and as depicted in the Project Drawings. The dredging shall be accomplished by mechanical methods. Only areas designated by Project Drawings as Temporary Dredged Material Handling Areas shall be used for handling dredged materials. A Temporary Staging Area is indicated in the construction drawings. The Contractor will have full use of the designated Temporary Dredged Material Handling Area for the temporary handling of dredged material without charge, but will be responsible for transporting sediments to the final disposal area and restoration of the Temporary Dredged Material Handling Area to original conditions upon the completion of work.

The Contractor is responsible for developing various plans for review and approval by the County and the County’s Engineer that include the proposed dredging, dewatering, and spoil handling and disposal methods; and shall comply with all applicable Federal, state, and local permits and regulations. Details of the required plans are found within the Technical Specifications. Conditions and Specifications relevant to this project are provided in detail as part of the Bid Documents.

2. THE CONTRACT SUM

2.1 The County shall pay to the Contractor for the faithful performance of the Contract, in lawful money of the United States, and subject to additions and deductions as provided in the Contract Documents.

2.2 Based upon the price shown in the Proposal heretofore submitted to the County by the Contractor, a copy of said Proposal being a part of these Contract Documents, the aggregate amount of this Contract is the sum of:

X dollars ($XXX,XXX)

3. COMMENCEMENT AND COMPLETION OF WORK

3.1 The Contractor shall commence work within 15 calendar days after issuance of Notice to Proceed.

3.2 The Contractor shall prosecute the work with faithfulness and diligence and shall cause substantial completion of the work not later than ONE HUNDRED AND EIGHTY (180) calendar days after the issuance of Notice to Proceed and cause final completion of the work within THIRTY (30) days after substantial completion.

3.3 Prior to commencing the work, the Contractor shall execute, deliver to the

County, and record in the public records of Brevard County, required payment and performance bonds in substantially the same format provided in Section VI of the General Conditions.

4. CONTRACTOR'S ACCEPTANCE OF CONDITIONS

4.1 The Contractor hereby agrees that the project site has been carefully examined and that sufficient observations have been made such that the Contractor is completely familiar with all site conditions and requirements as they relate to the work described in these Contract Documents, and assumes full responsibility therefore.

4.2 The provisions of this Contract shall control any inconsistent provisions contained in the specifications. All Drawings and Specifications have been read and carefully considered by the Contractor, who understands and agrees to their sufficiency for the work to be done. It is expressly agreed that under no circumstances, conditions or situations, shall this Contract be more strongly construed against the County than against the Contractor and the Surety.

4.3 Any ambiguity or uncertainty in the Drawings or Specifications shall be interpreted and construed by the County's Engineer and the decision shall be final and binding upon all parties.

4.4 It is distinctly understood and agreed that the passing, approval and acceptance of any part of the work or material by the County, the County’s Engineer, or by any agent or representative of the County or County’s Engineer as in compliance with the terms of this Contract and of the

Drawings and Specifications covering said work, shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and/or the Drawings and Specifications covering said work; and the County may require the Contractor and the surety to repair, replace, restore and/or make the work comply strictly, and in all things, with this Contract and the Drawings and Specifications. Any and all of said work and/or materials which within a period of one year from and after the date of the passing, approval, and/or acceptance of any such work or material, are found to be defective or to fail in any way to comply with this Contractor with the Drawings and Specifications, shall be reconstructed as directed by the County. This provision shall not apply to materials or equipment normally expected to deteriorate or wear out and become subject to normal repair and replacement before their condition is discovered. The Contractor shall not be required to do normal maintenance work under the guarantee provisions. Failure on the part of the Contractor and the Surety to immediately repair or replace any such defective materials and workmanship shall entitle the County, in the County's sole discretion, to replace or repair the same and, after notice, recover the reasonable cost of such replacement and repair from the Contractor and the Surety, who shall in any event be jointly and severally liable to the County for all damage, loss and expense caused to the County by reason of the Contractor's breach of this Contract and the Contractor's failure to comply strictly and in all things with this Contract and with the Drawings and Specifications.

5. LIQUIDATED DAMAGES

5.1 It is mutually agreed that time is of the essence of this Contract and should the Contractor fail to complete the work within the specified time, 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 amount of liquidated damages stated in Section 8-10.2 of F.D.O.T. Standard Specifications for Road and Bridge Construction, per calendar day elapsing beyond the specified time for completion 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 within the specified time; it being 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.

5.2 For the purposes of this Article, the day of final acceptance of the work shall be considered a day of delay, and the scheduled day of completion of the work shall be considered a day scheduled for production.

5.3 The County has the right to deduct, as payment on such liquidated damages, against any money the County owes the Contractor.

5.4 The County does not waive its right to liquidated damages due under the Contract by allowing the Contractor to continue and to finish the work, or any part of it, after the expiration of the Contract Time including granted time extensions.

5.5 Contract days shall stop for purposes of determining if or how much the liquidated damages shall be accrued upon substantial completion which shall occur as described in Section II, Definitions, Substantial Completion.

6. PARTIAL AND FINAL PAYMENTS

In accordance with the provisions fully set forth in the General Conditions (Section VII), and subject to additions and deductions as provided, the County shall pay the Contractor as follows:

6.1 Within 30 days after receipt of the Contractor's request for partial payment by the County, the County shall make partial payments to the Contractor, on the basis of the estimate of work as approved by the County or the County's Engineer, for work performed during the preceding calendar month, less ten percent (10%) of the amount of such estimate which is to be retained by the County as retainage. After the County or County’s Engineer determine that 50-percent of the construction has been completed pursuant to the Contract, the Contractor shall reduce the amount withheld from each subsequent progress payment to five (5) percent of the payment until all work has been performed, and accepted by the County or County’s Engineer, strictly in accordance with this Agreement. Notwithstanding the foregoing, pursuant to section 255.05(11), Florida Statutes, when the Contractor has furnished and recorded a payment and performance bond and provided the County with written consent from the Surety regarding the Project or payment in question, no such releases shall be required. The Surety may, in writing served on the County, revoke its consent or direct that the County withhold a specified amount from a payment, which shall be effective upon receipt.

6.2 Upon submission by the Contractor of evidence satisfactory to the County that all payrolls, material bills and other costs incurred by the Contractor in connection with the construction of the work have been paid in full, and also, after all guarantees that may be required have been furnished and are found acceptable by the County, final payment on account of this Agreement shall be made within sixty (60) days after completion by the Contractor of all work covered by this Agreement and acceptance of such work by the County.

6.3 Contractor acknowledges that, pursuant to Florida law, the Contractor may not lien County's interest in the Project site. 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 a copy of the Labor and Material Payment Bond for the project.

7. INDEPENDENT CONTRACTOR

It is hereby mutually agreed that the Contractor is and shall remain an independent contractor and is not an employee or agent of the County. The Contractor shall procure, pay for, and maintain Workers' Compensation insurance in an amount as required by law.

8. ADDITIONAL BOND

It is further mutually agreed between parties hereto that if, at any time after the execution of this Contract and the Public Construction Performance and Payment Bond the County shall deem the surety or sureties upon such bonds to be unsatisfactory, or if, for any reason, such bond(s) ceases to be adequate to cover the performance of the work, the Contractor shall, at the Contractor's expense, and within three days after the receipt of Notice from the County to do so, furnish an additional bond or bonds, in such form and amount, and with such sureties as shall be satisfactory to the County. In such event, no further payment to the Contractor shall be deemed due under this Contract until such new or additional security for the faithful performance of the work shall be furnished in manner and form satisfactory to the County.

9. NOTICE

All notices and written communication between the parties shall be sent by electronic mail, U.S. Mail, a courier delivery service, or delivered in person.

Notices shall be considered delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by the recipient. Any and all notices required by this Contract shall be delivered to the parties at the addresses identified below:

Owner:

Brevard County Board of County Commissioners (County) Department of Natural Resources 2725 Judge Fran Jamieson Way Building A, Room 219 Viera, FL 32940

Contractor:

(To be determined)

10. CONTRACT DOCUMENTS

The Contract Documents, as that term is defined in the Instructions to Contractors for Indian River Channels Phase 1 Riverside Canal Maintenance Dredging Project, Bid No. B-8-26-05 , are as fully a part of this Contract as if herein repeated, whether or not those documents are actually attached to this Contract. The permit information and permit requirements are contained in the Appendix of the Technical Specifications.

The Drawings are provided separately.

11. 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, provided, this clause shall only apply to the Contractor and County, as parties to this Contract, and shall not be construed to prevent the County from covering its attorney’s fees, expert witness fees or costs against a surety in accordance with the provisions of the performance bond or under any provision of state law requiring the surety to pay attorney’s fees or costs.

12. GOVERNING LAWS

This Contract shall be governed, interpreted and construed according to the laws of the State of Florida.

13. COMPLIANCE WITH STATUTES

It shall be the Contractor’s responsibility to be aware of and comply with all federal, state and local laws.

14. VENUE

The venue for any legal action 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.

15. CONFLICT OF INTEREST

15.1 The Contractor 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.

15.2 The Contractor shall not accept gratuities, favors or anything of monetary value from contractors, potential contractors or parties to sub-agreements.

15.3 The Contractor shall not award a contract or subcontract under this Contract to any company whom the County has a financial or any other interest in, including but not limited to employing an employee of the County or any member of an employee’s, agents, or officer’s immediate family.

16. INFORMATION RELEASE/GRANTOR RECOGNITION

News releases, publicity releases, or advertisements relating to this Contract or the tasks or projects associated with the project, shall be submitted in writing to the County and be approved in advance of any release or publication. Releases shall identify the funding entity as well as the funding source.

17. INDEMNIFICATION

The Contractor shall indemnify and save harmless to the limit allowed by law, the County and the County’s Engineer and their agents, and employees from and against all claims, damages, losses and expenses, including attorney's fees arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expenses (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the work itself), including the loss of use resulting therefrom and (b) is caused in whole or in part by any negligent act or omission of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. The obligation of the Contractor under this Article shall not extend to the liability of the County’s Engineer and their agents or employees arising out of errors or omissions in maps, drawings, opinions, reports, surveys, contract modifications, designs or specifications which have been prepared by the County’s Engineer. The Contractor agrees that $1,000 shall be included as specific consideration for this indemnification in the bid price for the work covered by this Contract. This indemnification shall survive the term of this Contract.

18. SURVIVAL

The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations regarding confidentiality, proprietary interests, and public records, shall survive termination, cancellation, or expiration of this Contract.

19. MODIFICATION

This Contract, together with Contract Documents, constitutes the entire agreement between the County and the Contractor and supersedes all prior written or oral understandings. No modification of this Contract shall be binding on County or Contractor unless reduced to writing and executed by a duly authorized representative of County and Contractor.

20. DISCOUNTS

All discounts, EXCEPT THOSE FOR PROMPT PAYMENT, shall be considered in determining the lowest net cost for bid evaluation purposes

21. PUBLIC RECORDS

21.1 Contractor shall comply with Florida Public Records law under Chapter 119, F.S. Records made or received in conjunction with this Contract are public records under Florida law, as defined in Section 119.011(12), F.S.

Contractor shall keep and maintain public records required by the County to perform the services under this Contract.

21.2 This Contract may be unilaterally canceled by the County for refusal by the

Contractor to either provide to the County upon request, or to allow inspection and copying of all public records made or received by the Contractor in conjunction with this Contract and subject to disclosure under Chapter 119, F.S., and Section 24(a), Article I, Florida Constitution.

21.3 If Contractor meets the definition of “Contractor” found in Section

119.0701(1)(a), F.S.; [i.e., an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency], then the following requirements apply:

i. Pursuant to Section 119.0701, F.S., a request to inspect or copy public records relating to this Contract for services must be made directly to the County. If the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor fails to provide the public records to the County within a reasonable time, the Contractor may be subject to penalties under s. 119.10,

ii. Upon request from the County’s custodian of public records, the Contractor shall provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

iii. The Contractor shall identify and ensure that all public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Contract if the Contractor does not transfer the records to the County.

iv. 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 services under this Contract. 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 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. All records that are stored electronically must be provided to the County, upon request from the County’s custodian of public records, in a format that is accessible by and compatible with the information technology systems of the County.

21.4. 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 AGREEMENT, CONTACT

THE COUNTY’S CUSTODIAN OF PUBLIC RECORDS FOR

THE NATURAL RESOURCES MANAGEMENT OFFICE by email at Sandra.SanzGarcia@brevardfl.gov , by telephone at

(321) 633-2016, or at the mailing address below:

Brevard County Natural Resources Management Department ATTN: Custodian of Records 2725 Judge Fran Jamieson Way Building A, Room 219 Viera, FL 32940

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

mailto:Sandra.SanzGarcia@brevardfl.gov

IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed by its duly authorized representatives, effective as of the date on which the last of the parties hereto executes this Contract.

Witnessed: BOARD OF COUNTY COMMISSIONERS

BREVARD COUNTY, FLORIDA

_____________________________ OWNER (COUNTY)

James Liesenfelt, County Manager As approved by the Board on: 2/06/2018

Date:_________________________

Reviewed for legal form and content by:

Heather Balser, Assistant County Attorney

(SEAL)

CONTRACTOR

Witnessed in the presence of**

Attest:

(Seal)

(*) In the event that the Contractor is a Corporation, there shall be attached to each counterpart, a certified copy of a resolution of the Board of Directors of the Corporation, authorizing the officer who signs the Contract to do so in its behalf.

(**) Two witnesses are required when the Contractor is sole ownership or partnership.

CERTIFICATE

STATE OF FLORIDA

COUNTY OF

I HEREBY CERTIFY that at a meeting of the Board of Directors of ______________________

___________________________, a corporation under the laws of the State of ______________, held on , the following resolution was duly passed and adopted:

"RESOLVED, that , as President of the corporation, be is hereby authorized to execute the Contract dated , 2025, between

BREVARD COUNTY, FLORIDA, and this corporation, and that the execution thereof, attested by the Secretary of the corporation and with corporate seal affixed, shall be the official act and deed of this corporation."

I further certify that said resolution is now in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the corporation on this day of , 2025.

Secretary of Corporation