Attachment_E__Draft_Contract.pdf

SYKES CREEK PHASE II MUCK REMOVAL PROJECT

B-8-26-36

ATTACHMENT E

CONTRACT AND CERTIFICATE

This section includes the following forms that must be executed by the selected

Contractor upon notification by the County:

• Contract

• Certificate

These forms DO NOT need to be submitted with the Bid.

CONTRACT

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 (hereinafter County"), and____________________________________________, an entity authorized to do business in the State of Florida (herein referred to as the “Contractor”), whose principal address is ________________________________.

RETCIALS

WHEREAS, it is the intent of the County to obtain construction services in connection with the Sykes Creek Phase II Muck Removal Project as outlined in Invitation to Bid #B-8-26-36 (hereinafter referred to as the “Project”); and

WHEREAS, the County has advertised a solicitation for #B-8-26-36 (INSERT THE DATE IT WAS ADVERTISED), which is incorporated herein, to perform the Project; and

WHEREAS, the Contractor has been selected as the most responsible and responsive bidder who submitted the lowest responsive Bid for #B-8-26-36; and

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

WHEREAS, the Contractor shall comply with any and all Federal, State, and/or local laws, rules, and regulations, including, but not limited to, permitting agencies and Authorities Having Jurisdiction (AHJ), which are governmental or non-governmental entities responsible for enforcing laws, rules, and regulations; and

WHEREAS, the Contractor hereby certifies that the Contractor and its subcontractors have been granted and possess valid, current licenses to do business in the State of Florida and in Brevard County, Florida, issued by the respective State Boards and Government agencies responsible for regulating and licensing the work to be provided and performed by the Contractor and its subcontractors pursuant to this Contract and the Bid #B8-26-36; and

WHEREAS, the selection and engagement of the Contractor has been made by the County in accordance with the provisions of Section 287.057, Florida Statutes, “Procurement of commodities or contractual services,” and in accordance with the applicable Brevard County Board of County Commissioners’ Policies.

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.

1. Recitals.

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

2. Administration.

This Contract is administered by the Natural Resources Management Department, a department of the Brevard County Board of County Commissioners.

3. Contract Documents.

3.1 The Contract Documents consist of this Contract and any amendments made thereto, the Technical Specifications, Drawings, Regulatory Permits, the Public Construction Bond/Security, the County’s Solicitation, the Contractor’s Bid Response to B-8-26-36, all addenda issued during the bidding process, and all modifications, including change orders, issued after execution of this Contract.

3.2 Unless stated otherwise by the County, in the case of any conflict between the Contract Documents, the order of precedence shall be: (1) Change Orders; (2) the Contract; (3) Technical Specifications; (4) Drawings; (5) Regulatory Permits; (6) Bidding Addenda (with those of later date having precedence over those of earlier date); (7) the County’s Invitation to Bid #B-8-26-36; (8) Contractor Bid Response; (9) any other associated documents.

4. Scope of the Work The Contractor shall furnish all labor, materials, equipment, machinery, tools, apparatus, and transportation and perform all the work on and described in the Construction Drawings, Specifications, and Contract Documents entitled:

Sykes Creek Phase II Muck Removal Project

BID NO. B-8-26-36

As Prepared by Taylor Engineering, acting as, and in the Contract Documents entitled as the County’s Engineer, and shall do everything required by these Contract Documents.

Project Description:

The project includes dredging, dewatering, and disposal of approximately 223,600 cubic yards (CY) of organic sediments from the Sykes Creek Phase II Area as described herein and the Technical Specifications, and as depicted in the Project Drawings.

The Project Drawings reflect dredging within multiple dredge zones with a base bid material volume of approximately 223,600 cubic yards (CY), consisting of the following zones:

• Zone 3A-North

• Zone 3B-South

Four (4) alternative bid items that are shown on the project Schedule of Values are not included in the base bid quantity. These alternate bid items, including additional muck dredging and associated work, are as follows:

• Option 1: Zone 3A South – approximately 17,200 CY

• Option 2: Zone 3B North – approximately 34,700 CY

• Option 3: Zone 1B.2 – approximately 38,100 CY

• Option 4: Zone 2 – approximately 38,800 CY

The project was awarded based on the lowest responsive total bid amount, including all alternate pay sections. The total volume of muck to be dredged is based on available budget, and includes the base bid and Options __________for the cost of dredging, dewatering, and disposal of approximately _________cubic yards (CY) of organic sediments. The dredging shall be performed using hydraulic methods.

The COUNTY is providing a temporary Dredge Material Management Area (DMMA) located at approximately 28°21’39.92” N, 80°40’5.06” W, referred to as the Nandivada DMMA, on Merritt Island, Florida, in relatively close proximity to the area to be dredged. The Contractor will have use of the DMMA without charge, for dredged material handling and dewatering operations but will be responsible for the removal and the ultimate disposition of the dredged material and for the restoration of the DMMA at the completion of the project.

Nandivada DMMA improvements completed by the County include installation of an 18-inch utility pipe for discharge of dredge effluent to ambient waters as indicated in the Drawings (Attachments B and D-8) . The Contractor shall incorporate the use of this infrastructure into the proposed dredged material management system unless otherwise approved by the County.

The COUNTY conducted a separate competitive procurement, RFP-8-26-01, “Property Use for Muck Placement – Beneficial Reuse or Disposal”, to identify private landowners willing to accept dredged material for permanent upland disposal associated with Save Our Indian River Lagoon projects. Two landowners were identified through this procurement process and may be available to the Contractor as optional disposal locations for this Project. If the Contractor elects to utilize one of these landowners, the Contractor shall contract and coordinate directly with the landowner. The Contractor shall ensure all required permits, authorizations, or modifications have been obtained per the technical specifications for this project. The County may enter or activate an agreement (Attachment D-5) with that landowner for use of the site in connection with this Project. The Contractor is not required to utilize any landowner identified through this procurement and remains solely responsible for securing, permitting, coordinating, and implementing a permanent upland disposal location in accordance with the Contract Documents.

Should the Contractor utilize a landowner identified through the RFP-8-26-01, the Contractor shall be responsible for providing adequate documentation confirming that final placement of dredged material complies with all existing and applicable Federal, State, and local permits, laws, & regulations, and designated floodplain restrictions as outlined in Technical Specifications Section 01 11 00 – Summary of Work, Section

1.02 B.6. .

The Contractor is responsible for developing various submittal plans for review and approval by the County and the County’s Engineer that include but are not limited to the proposed dredging, dewatering,spoil handling and disposal methods. All plans shall comply with all applicable Federal, state, and local permits and regulations.

Details of the required submittal plans are described within the Technical Specifications. Conditions and Specifications relevant to this project are provided in detail as part of the Bid Documents.

5. THE CONTRACT SUM AND TERM

5.1 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 – Exhibit A (Construction Drawings and Technical Specifications).

5.2 Based upon the price shown in the Proposal heretofore submitted to the County by the Contractor, a copy of said Bid #8-26-36 being a part of these Contract Documents, the aggregate amount of this Contract is the sum of:_____________________________________________.

5.3 The terms of this Contract shall be effective for four (4) years from the date of ‘Notice of Award.” Bid prices shall remain firm for four (4) years after executing this Contract.

6. COMMENCEMENT AND COMPLETION OF WORK

6.1 A Pre-Construction Meeting shall occur following the Notice of Award (NOA) but prior to the issuance of any NTPs as described below.

The Owner will issue three separate Notices to Proceed (NTP) for this Project: an Initial Notice to Proceed (NTP 1), a Second Notice to Proceed (NTP 2), and a Construction Notice to Proceed (NTP 3). Refer to Technical Specifications Section 01 11 00 – Summary of Work, Section 1.06 – Commencement, Prosecution, and Completion of Work, for the tasks associated with each NTP phase. Each NTP will be issued independently and will establish the applicable work commencement schedule for each as follows:

NTP 1 – Permit Modification(s) and Site Preparation: The Contractor shall commence this work within thirty (30) days of receiving NTP 1 from the Owner.

NTP 2 – DMMA Site Preparation and Mobilization: The Contractor shall commence this work within thirty (30) days of receiving NTP 2 from the

Owner.

NTP 3 – Dredging Construction Services: The Contractor shall commence this work within thirty (30) days of receiving the Construction NTP (NTP 3) from the Owner. Commencement of this work shall mean the start of the Dredging Construction Services.

6.2 Upon issuance of NTP 1, the Contractor shall commence the Work and achieve Substantial Completion of all Work associated with NTP 1, NTP 2, and NTP 3 within one thousand four hundred (1,400) calendar days.

The duration may vary depending on available funding and the number of optional dredging zones awarded. Final Completion shall be achieved within sixty (60) calendar days following Substantial Completion.

6.3 Within five (5) days of the Notice of Award, the Contractor shall execute, deliver to the County, and record in the public records of Brevard County the required Public Construction Bond in substantially the same format provided herein or an alternate form of security approved by the County Attorney’s Office and Risk Management, as provided in Board Policy BCC-27, “Construction Contracts.”

7. CONTRACTOR'S ACCEPTANCE OF CONDITIONS

7.1 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.

7.2 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.

7.3 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.

7.4 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. 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 Contract or 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 guaranteed 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.

8. ADDITIONAL TERMS

8.1 Optional Disposal Locations

The County has separately conducted a competitive procurement process, RFP-8-26-01, “Property Use for Muck Placement – Beneficial Reuse or Disposal,” to identify private landowners willing to accept dredged material for permanent upland disposal associated with Save Our Indian River Lagoon muck removal projects.

Two landowners were pre-qualified through the RFP-8-26-01 procurement process and may be available to the Contractor as optional disposal locations for this Project. As of the date of advertisement for this project, those landowners include:

a. Rock Solid Rock, LLC – Titusville, Florida (Brevard County)

b. C.G. Reed Land Clearing, Inc. – Cocoa, Florida (Brevard County)

If the Contractor elects to utilize one of these landowners, the Contractor shall contract and coordinate directly with the landowner. The Contractor shall ensure that all required permits, authorizations, or modifications have been obtained in accordance with the technical specifications for this project. The County may enter or activate an agreement with that landowner for use of the site in connection with this Project.

These properties may be available to the Contractor as optional permanent upland disposal locations for dredged material generated by this Project. The Contractor is not required to utilize any landowner identified under RFP-8-26-01 and remains solely responsible for securing, permitting, coordinating, and implementing a permanent upland disposal location in accordance with the Contract Documents.

8.2 Conditions Applicable to Contractor Use of Disposal Options

a. If the Contractor elects to utilize a landowner identified under RFP-8-

26-01, the Contractor shall contract and coordinate directly with the landowner and comply with all applicable terms of the Owner– landowner agreement and any separate agreement required between the Contractor and the landowner.

b. The Contractor shall independently verify site capacity, availability, haul access, operational constraints, regulatory status, and suitability of any disposal site for the Contractor’s means and methods.

c. The Contractor shall obtain all required permits, authorizations, or regulatory modifications necessary for placement of dredged material associated with the Work.

d. The Contractor shall remain fully responsible for hauling logistics, environmental compliance, and performance of disposal operations associated with the dredged material.

e. The County does not guarantee the availability, capacity, timing, or suitability of any landowner identified under RFP-8-26-01. The Contractor’s choice to use or not use such landowners shall not relieve the Contractor of responsibility for final disposal of dredged material.

f. The Contractor shall not be entitled to additional compensation, delay claims, or equitable adjustment based on the availability, conditions, or use of any landowner identified under RFP-8-26-01.

g. Unless specifically exempted by local, state, or federal regulations, the Contractor and/or landowner shall verify that placement of dredged material in any designated floodplain area will not create adverse impacts to surrounding properties within the drainage basin. All dredged material placement proposed within a floodplain shall be reviewed by the Brevard County Natural Resources Management Department to determine potential impacts to estuarine, isolated, or riverine floodplains. Written certification by a Professional Engineer licensed in the State of Florida, serving as Engineer of Record, shall be required to verify that the proposed dredged material placement will not create adverse flooding impacts to surrounding properties.

Supporting documentation shall be submitted for review and approval by the County. Such certification shall be provided at no additional cost to the County.

9. LIQUIDATED DAMAGES

9.1 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 (FY2024-25), 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.

9.2 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.

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

9.4 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.

9.5 Contract days shall stop for purposes of determining if or how much liquidated damages shall be accrued upon substantial completion, which shall occur as defined in Section 2 of the Invitation to Bid Documents

10. PARTIAL AND FINAL PAYMENTS

10.1 In accordance with the provisions fully set forth in the General Conditions, Terms, and Provisions as listed in the Invitation to Bid, and subject to additions and deductions as provided, the County shall pay the Contractor as follows:

a) 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 five percent (5%) of the amount of such estimate which is to be retained by the County as retainage.

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 a written consent from the Surety regarding the Project or payment in question, no such releases shall be required. Surety may, in a 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.

b) 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 Contract shall be made within sixty

(60) days after completion by the Contractor of all work covered by this Contract and acceptance of such work by the County.

c) Contractor acknowledges that, pursuant to Florida law, the contractor may not lien on the 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.

11. ADDITIONAL BOND

11.1 It is further mutually agreed between parties hereto that if, at any time after the execution of this Contract and the Public Construction Bond hereto attached for its faithful performance, 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 an 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 a manner and form satisfactory to the County.

12. CONTRACT DOCUMENTS

12.1 The Contract Documents, as that term is defined in the Instructions to

Bidders/Contractors, are as fully a part of this Contract as if herein repeated, whether or not those documents are actually attached to this Contract. The Technical Specification and Construction Drawings are provided in Attachments A and B, respectively. The permit information and permit requirements are contained in Attachment C. Report and supplemental documents relevant to the project are contained in Attachment D.

12.2 The Contractor shall perform the services under this Contract as an independent contractor, and nothing contained herein shall be construed to be inconsistent with this relationship or status.

13. PUBLIC RECORDS AND AUDIT REQUIREMENTS

13.1 In the 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 in compliance with the Public Records Laws of the State of Florida (including, but not limited to, Chapter 119, Florida Statutes).

13.2 All records or documents created by the Contractor or provided to the Contractor in connection with the activities or services provided under the terms of this Contract are public records, and the Contractor agrees to comply with any request for such public records or documents made in accordance with Section 119.07, Florida Statutes. The Contractor shall also ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.

13.3 Records, documents, books, and accounts ordinarily and necessarily required for the performance of this Contract shall be kept, maintained, and open to inspection by the County and its representatives during regular business hours and shall be retained by the Contractor or for a period of five (5) years after completion or termination of this Contract.

13.4 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 at a cost that does not exceed the cost provided in Chapter 119, F.S. If the Contractor fails to provide the public records to the County within a reasonable time, the Contractor may be subject to penalties under Section 119.10, F.S.

13.5 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 Contract term and following completion of the Contract if the Contractor does not transfer the records to the County.

13.6 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 stored electronically must be provided to the County upon request from the County’s custodian of public records in a format accessible by and compatible with the County's information technology systems.

13.7 Failure to comply with the provisions of this section shall result in the County taking enforcement action against the Contractor, including the cost to the County for gaining the Contractor’s compliance, which will include, but is not limited to, the County’s staff time expended to obtain compliance with this section, litigation filing fees, and attorney’s fees. The County may also unilaterally terminate the Contract if the County refuses to allow public access to Public Records as required by law.

13.8 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 by the Contractor in the United States or any other country.

13.9 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 COUNTY’S CUSTODIAN OF

PUBLIC RECORDS FOR THE NATURAL RESOURCES

MANAGEMENT DEPARTMENT BY TELEPHONE AT (321) 633-2016,

BY EMAIL AT MARY.BLAKELY@BREVARDFL.GOV, 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

14. 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:

County: Project Manager, Sykes Creek Phase II Muck Removal Project

Brevard County Natural Resources Management. Dept.

2725 Judge Fran Jamieson Way, Building A-219, Viera, FL 32940

Contractor:

mailto:Jackie.Thompson@brevardfl.gov

Engineer: Adam Lucey, P.E., Dredging & Navigation Engineer Matt Ryan, Staff Engineer

Taylor Engineering 10199 Southside Blvd. Suite 310 Jacksonville, Florida 32256 ALucey@taylorengineering.com MRyan@taylorengineering.com

15. ATTORNEY’S FEES

15.1 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.

16. TERMINATION/MODIFICATION OF CONTRACT

16.1 In the event the Contractor violates the provisions of this Contract, or otherwise fails to comply with any provisions of this Contract or if the progress or quality of the work is unsatisfactory, the Natural Resources Management Director or designee may serve written notice to Contractor and if Contractor fails within a period of ten (10) calendar days to correct such failure, County may terminate this Contract upon thirty (30) days written notice to Contractor. Upon termination, Contractor shall immediately cease performance of this Contract and shall deliver to County all completed or partially completed work, including but not limited to all original papers, records, drawings, models, and other materials set forth and described in this Contract, within thirty (30) calendar days of the termination date established in the written Notice.

16.2 Either party may terminate this Contract for any reason upon thirty (30) days' written noticeThe Contractor may terminate for any reason provided that any outstanding approved Task Order is completed by the Contractor.

16.3 In the event of termination by the County, the County’s sole obligation to the Contractor shall be payment for those portions of satisfactorily and completely performed work previously authorized by approved Task Order shall be determined on the basis of the work performed by the Contractor, or the percentage of work complete as estimated by the Contractor and agreed upon by the County up to the time of termination. In the event of such termination, the County may, without penalty or other obligation to the Contractor, elect to employ other persons to perform the same or similar services.

mailto:ALucey@taylorengineering.com mailto:MRyan@taylorengineering.com

16.4 In the event of any form of claim, dispute, or controversy by or between the parties to this Contract, the parties expressly and unequivocally agree to engage in good faith efforts to meet in person to resolve any and all such differences. Absent such informal resolution of any/all such dispute(s), the parties expressly agree to engage in pre-suit mediation in accordance with the applicable rules of procedure for such mediation as may be in force in the Judicial Circuit Courts in Brevard County.

16.5 In the event that the Contractor changes its name, merges with another company, becomes a subsidiary, or makes other substantial changes in structure or in the principals or project managers of the Contractor, the County reserves the right to terminate this Contract subject to the terms prescribed above.

16.6 In the event of termination of this Contract, the Contractor agrees to surrender any and all documents prepared by the Contractor for the County in connection with this Contract, of which the County shall have full ownership thereof. The Contractor may retain copies of such documents for record purposes.

16.7 This Contract, together with the Bid Documents, constitutes the entire contract 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.

17. GOVERNING LAWS

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

18. COMPLIANCE WITH STATUTES

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

18.2 BUY AMERICAN – The bidder proposes and agrees, if this Proposal is accepted, to comply with 1 U.S.C. Chapter 83: Buy American statutes.

18.3 The Contractor shall comply with all applicable standards, orders, or requirements issued under Section 112 and 306 of the Clean Air Act (42 U.S.C. 1857 (h), Section 508 of the Clean Water Act (3 U.S. 1368), Executive Order 11738, and the U.S. Environmental Protection Agency regulations (40 CFR Part 15 and 61). with the terms and conditions found in attachment

19. VENUE AND WAIVER OF JURY TRIAL

19.1 In any legal action brought by any party to this Contract to interpret, construe, or enforce this Contract ANY TRIAL SHALL BE NONJURY and venue shall be in a court of competent jurisdiction in and for Brevard County, Florida, unless otherwise mandated by a funding source associated with this project; in that event, the funding source provisions shall prevail.

20. CONFLICT OF INTEREST

20.1 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.

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

20.3 The Contractor shall not award a contract or subcontract under this

Contract to any company who 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.

21. 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.

22. INSURANCE AND INDEMNIFICATION

22.1 The Contractor agrees to provide and maintain at all times during the term of this Contract, without cost or expense to the COUNTY, policies of insurance as provided below.

22.2 Comprehensive General Liability Insurance insuring the CONTRACTOR against any and all claims, demands, or causes of action whatsoever for injuries received and damages to property in connection with the use, occupation, management, and control of the premises and the improvements thereon. Such policies of insurance shall insure the CONTRACTOR in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) to cover any and all claims arising in connection with any one particular accident or occurrence, including Products and/or Completed Operations, Explosion Hazard, Collapse Hazard, and

Underground Property Damage Hazard, Contractual Liability under this Contract. Certificate of Insurance must explicitly state that “X”, “C”, and “U” are included in this coverage.

22.3 "Workers’ Compensation Insurance" for all of the Contractor's employees employed at the site of the project and, in case any work is sublet, the Contractor shall require each Subcontractor similarly to provide "Workers’ Compensation Insurance" for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor as required by State of Florida law. This coverage must include Employer's Liability with a limit of at least $100,000 for each accident. Additionally, 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. The Contractor shall be responsible for ensuring each subcontractor, vendor, or supplier complies with these requirements when applicable.

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

22.5 Contractors Pollution Liability policy with minimum limits of $1,000,000 to be endorsed to also provide coverage for the removal, transportation and disposal of hazardous wastes and materials, including asbestos, lead, etc.

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

22.7 The County, its officials, employees, and volunteers are to be added by endorsement as additional insureds to all liability policies; however, waiver of subrogation will be accepted in lieu of additional insured status for workers’ compensation liability coverage.

22.8 Before starting the work, the Contractor will file with the Natural Resources Department, 2725 Judge Fran Jamieson Way, Bldg. A-219, Viera, Florida, 32940, the County certificates of such insurance and applicable endorsement pages acceptable to the County. The Contractor shall provide Certificates of Insurance (using Acord 25 forms or similar) and applicable endorsement pages to the County within five (5) days of the Contractor’s execution of, and prior to the commencement of work under, the Contract, demonstrating that the aforementioned insurance requirements have been met. 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. “Brevard County” shall be stated as being the Certificate Holder. The Certificates of Insurance shall indicate that the policies have been endorsed to cover “Brevard County” as an additional insured without added exclusions or limiting endorsements that diminish the protection afforded to the County. The certificates shall contain a provision that the coverage afforded under the policies will not be canceled or materially changed until at least 30 days' prior written notice has been given to the County.

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

22.10 The Contractor shall indemnify and hold harmless the County and its agents and employees, 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. This indemnification shall survive the term of this Agreement.

22.11 Nothing contained herein shall be construed or interpreted as denying to any party any remedy or defense available under the laws of the State of Florida, nor as a waiver of sovereign immunity of the COUNTY beyond the waiver provided for in Section 768.28, Florida Statutes, as may be amended. Nothing in this Contract is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law.

Nothing herein shall constitute a waiver of the COUNTY’S sovereign immunity protections. The COUNTY’S liability hereunder shall be subject to the protections of and limitations on damages set forth in Section 768.28, Florida Statutes.

23. UNAUTHORIZED ALIEN WORKERS – Employment Eligibility Verification (E- Verify)

The Contractor:

23.1 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

23.2 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 new employees hired by the subcontractor during the contract term; and

23.3 agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the 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;

and

23.4 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; and

23.5 shall require any sub-contractor to provide the Contractor with an affidavit stating that it does not employ, contract with, or subcontract with any unauthorized aliens; and

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

24. SURVIVAL

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

25. SCRUTINIZED COMPANIES.

The Contractor certifies that it and any of its affiliates are not scrutinized companies as identified in Section 287.135, F.S. In addition, the Contractor agrees to observe the requirements of Section 287.135, F.S., for applicable sub-agreements entered into for the performance of work under this Contract.

Pursuant to Section 287.135, F.S., the County may immediately terminate this Contract for cause if the Contractor its affiliates, or its subcontractors are found to have submitted a false certification; or if the Contractor, its affiliates, or its subcontractors are placed on any applicable scrutinized companies list or engaged in prohibited contracting activity during the term of the Contract. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions, then they shall become inoperative.

26 DISPUTE RESOLUTION

26.1. If COUNTY objects to all or any portion of an invoice, COUNTY shall notify CONTRACTOR, and indicate in writing what corrective action is required of CONTRACTOR. If a dispute over an invoice occurs, the Parties will work to resolve the dispute in accordance with Administrative Order AO-33, as may be amended (issued by the County Manager of Brevard County, copy available upon request) and Section 218.76, Florida Statutes.

26.2. To the extent the COUNTY requests CONTRACTOR to perform services that the CONTRACTOR believes are not described in the Task Order, or with respect to which there is a disagreement between the Parties as to whether or not the services are already required by a particular Task Order, then CONTRACTOR shall provide written notice to COUNTY of the issue(s), and that CONTRACTOR will follow COUNTY’s written directive provided it is without prejudice to CONTRACTOR’s right to seek additional compensation from COUNTY. CONTRACTOR shall only provide such service upon receipt of a written COUNTY directive/Notice to Proceed to explicitly perform such service. The COUNTY’s delivery of such written directive/Notice to Proceed following CONTRACTOR’s notification shall be without prejudice to COUNTY’s right to maintain that such services do not constitute the basis for additional compensation under the applicable Task Order.

26.3. Waiver. The waiver by either Party of the other Party's obligations or duties under this Contract shall not constitute a waiver of any other obligation or duty of the other Party under this Contract, nor shall a waiver of any such obligation or duty constitute a continuing waiver of that obligation or duty.

27. MODIFICATIONS TO CONTRACT

This contract, together with any exhibits, task assignments, and schedules, constitutes the entire contract between the County and the Contractor and supersedes all prior written or oral understandings. This Contract and any exhibits, task assignments, and schedules may only be amended, supplemented, or canceled by a written instrument duly executed by the parties hereto.

IN WITNESS WHEREOF, the parties by their undersigned, authorized agents have executed this Contract as of the date last written below.

Attest: BOARD OF COUNTY COMMISSIONERS

BREVARD COUNTY, FLORIDA

Rachel M. Sadoff, Clerk Thad Altman, Chair Board of County Commissioners

As approved by the Board on

February 10, 2026

Date:

Reviewed for legal form and content:

Heather A. Balser, Assistant County Attorney

(SEAL)

CONTRACTOR

Witnessed in the presence of**

Date:

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 on its behalf.

(**) Two witnesses are required when the Contractor is a sole proprietor or a 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

, 2026, the following resolution was duly passed and adopted:

"RESOLVED, that , as President of the corporation, be is hereby authorized to execute the Contract dated , 2024, between the

BOARD OF COUNTY COMMISSIONERS OF 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 , 2024.

Secretary of Corporation

PUBLIC CONSTRUCTION BOND

(SAMPLE)

Bond No. _______________

BY THIS BOND, We _________________________, having its principal place of business at herein called Principal, and _______________________, having its principal place of business at

_____________________________________________________, (___)___-___,a corporation as

Surety, are bound to Board of County Commissioners of Brevard County, Florida, 2725 Judge Fran

Jamieson Way, Viera, Florida, 32940, (321) 633-2000, herein called County, in the sum of

____________________________________. ($______.00) for payment of which we bind ourselves, our heirs, personal representatives, successors, and assigns, jointly and severally.

THE CONDITIONS OF THIS BOND are that if Principal:

1. Performs the contract number________ dated __________ between Principal and County for construction of (project description & location)

_______________________________________________________, the contract being made a part of this bond by reference, at the times and in the manner prescribed in the contract; and

2. Promptly makes payments to all claimants, as defined in Section 255.05(1), Florida

Statutes, supplying Principal with labor, materials, or supplies, used directly or indirectly by

Principal in the prosecution of the work provided for in the contract; and

3. Pays County all losses, damages, expenses, costs, and attorney’s fees, including appellate proceedings, that County sustains because of a default by Principal under the contract; and

4. Performs the guarantee of all work and materials furnished under the contract for the time specified in the contract, then this bond is void; otherwise it remains in full force.

5. This Bond shall be recorded in the public records of Brevard County, Florida, at the

Principal’s expense. A certified copy of this recorded Bond shall be provided to the County.

No payments shall be made to the Principal until the Bond has been recorded and a certified copy has been provided to the County.

Any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in Section 255.05(2) and (10), Florida Statutes. Any changes in or under the contract documents and compliance or noncompliance with any formalities connected with the contract or the changes does not affect Surety’s obligation under this bond.

Signed and sealed this _____day of _______________________, 20__.

Witness:…