Attachment_F-_Draft_Contract.pdf

BREVARD COUNTY, FLORIDA

MULTI-FUNCTION DEVICES

SERVICE CONTRACT MULTI-FUNCTION DEVICES

1. RECITALS

2. ADMINISTRATION

3. TERM

4. NON-EXCLUSIVE CONTRACT

5. DEFINITIONS

6. STANDARD OF CARE REQUIRED

7. QUALITY CONTROL

9. COMPENSATION AND REIMBURSABLE COSTS

12. INDEPENDENT CONTRACTOR

13. EQUAL OPPORTUNITY EMPLOYMENT

14. UNAUTHORIZED ALIEN WORKERS AND EMPLOYMENT ELIGIBILITY (E-

VERIFY)

15. SUBCONTRACTING

16. ASSIGNMENT

17. CONFLICTS OF INTEREST

19. PUBLIC ENTITY CRIMES

20. SCRUTINIZED COMPANIES LIST

21. INDEMNIFICATION AND INSURANCE

22. DISPUTE RESOLUTION

23. TERMINATION OF CONTRACT

24. NOTICES AND AUTHORIZED REPRESENTATIVES

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

TRIAL

26. MODIFICATIONS

27. ENTIRETY OF CONTRACT

28. INTERPRETATION

29. SEVERABILITY

30. FURTHER ASSURANCES

32. COUNTERPARTS AND AUTHORITY

ATTACHMENT A

ATTACHMENT B

ATTACHMENT C

SERVICE CONTRACT

MULTI-FUNCTION DEVICES

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

BREVARD COUNTY, FLORIDA, a political subdivision of the State of Florida, hereinafter referred to as COUNTY, and ________________________, a business having its principal address at ________________________________________, hereinafter referred to as CONTRACTOR.

RECITALS

WHEREAS, the COUNTY desires to contract with a qualified CONTRACTOR to provide for the lease or purchase of multi-functional devices; and

WHEREAS, the COUNTY advertised Request for Proposals (RFP 6-26-03) to competitively select a contractor with the experience and qualifications to provide the

County with multi-functional devices; and

WHEREAS, the CONTRACTOR submitted a competitive proposal and was found to have the most experience and qualifications of the proposers that submitted proposals to the COUNTY’ RFP 6-26-03 by the Selection and Negotiation Committee;

and

WHEREAS, the COUNTY desires to obtain the services of said CONTRACTOR, who has demonstrated through the firm’s proposal to RFP 6-26-03 that said

CONTRACTOR has the experience and qualifications to provide multi-functional devices to the COUNTY; and

WHEREAS, the CONTRACTOR hereby certifies that the CONTRACTOR has been granted and possesses valid, current licenses to do business in the State of

Florida and in Brevard County, Florida, issued by the respective State Boards and

Governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONTRACTOR pursuant to this Contract for RFP 6-26-03; 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

Statures, “Procurement of commodities or contractual services, and in accordance with the applicable Brevard County, Board of County Commissioners’ Policies; and

NOW THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, promises hereinafter contained, the Parties agree as follows:

1. RECITALS.

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

2. ADMINISTRATION.

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

2.2 Unless stated otherwise by the COUNTY, in the case of any conflict between the Contract Documents, the order of precedence shall be as follows (as applicable): (1) Change Orders; (2) Addenda (with those of later date having precedence over those of earlier date); (3) the COUNTY’s RFP 6-26-03; (4) the

CONTRACTOR’s response; and (5) any other associated documents.

3. TERM.

3.1. The term of this Contract shall be effective on the date the last party signs the Contract and will continue until March 1, 2031.

4. NON-EXCLUSIVE CONTRACT.

The Parties acknowledge that this Contract is not an exclusive agreement, and the COUNTY may employ other similar contractors to furnish services for the COUNTY, as the COUNTY, in its sole discretion, finds is in the public interest. The COUNTY reserves the right to assign such work to the CONTRACTOR as it may approve in the sole discretion of the COUNTY.

5. DEFINITIONS.

The following definition of terms associated with this Contract is provided to establish a common understanding between both Parties to this Contract as to the intended usage, application, and interpretation of such terms pertaining to this Contract.

5.1. Change Order. A change order is a formal modification to an existing purchase order that outlines any approved additions, deletions, or adjustments to the scope of work, pricing, or timelines. Once a change order is processed, any new line items added, or existing items removed will be reflected in an updated purchase order issued to the CONTRACTOR.

5.2. Contract Monitor. Brevard County Central Services

Department/Purchasing Services.

5.3. Date of Execution. This Contract’s date of execution and the effective date of the Contract are the last date upon which it is fully executed/signed by both

Parties.

5.4. Multi-Functional Devices. Such devices provide capabilities to copy, print, facsimile, and scan.

5.5. Purchase Order. The COUNTY’s document used to authorize a purchase transaction with a contractor, generally used for one-time purchases or open framework purchase orders, which contains provisions for goods and/or services ordered, applicable terms as to payment, discounts, date or performance, transportation, and other factors or conditions relating to the transaction. Acceptance of a purchase order by a vendor shall constitute a contract, except in instances in which a purchase order is used only as an internal encumbrance document in SAP5.4.

5.6. Scope of Work. The CONTRACTOR hereby agrees to provide and perform the services required and necessary to complete the services and work identified in the County’s Request for Proposal 6-26-03 and the CONTRACTOR’s submission, both of which are incorporated herein by this reference and Attachment A.

6. STANDARD OF CARE REQUIRED.

6.1. CONTRACTOR agrees to provide the equipment and perform the services associated with the requested work in accordance with this Contract in a manner consistent with the professional skill and degree of care and diligence ordinarily provided by other similar service providers in the same or similar locality under the same or similar circumstances and as further set forth herein.

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

CONTRACTOR to provide the equipment and services required under this Contract includes the following and that the CONTRACTOR shall:

6.2.1. Ensure the reliability of the equipment provided under this Contract captures the requirements of RFP 6-26-03.

6.2.2. Correct any errors and omissions and prepare any necessary revisions not involving a change in the scope of the work required that may be required because the County determined work to be unsatisfactory, substandard, defective, and/or not otherwise in compliance with the standard of care as outlined in this Contract at no additional cost. This remedy shall be cumulative to all other remedies available under law. CONTRACTOR understands and agrees to be held liable for damages to the COUNTY that result from any errors and omissions committed by the CONTRACTOR.

6.2.3. Be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by CONTRACTOR under this Contract. CONTRACTOR shall, without additional compensation, correct or revise any errors, omissions, or other service deficiencies.

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

6.2.5. Cooperate fully with the COUNTY in the scheduling and

coordination of all phases of the work.

6.2.6. Report the status of the work to the COUNTY as required or upon request and hold pertinent records open to the inspection of the COUNTY or its authorized agent at any time.

6.2.7. Meet deliverable established by the COUNTY in RFP 6-26-03.

7. QUALITY CONTROL.

7.1. The CONTRACTOR agrees to a high level of quality control and accuracy in keeping with its standard of care.

8. FORCE MAJEURE

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

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

CONTRACTOR may have to request a reasonable extension of time to complete the work required. Such reasonable extensions of time to complete the work shall be the sole remedy of the CONTRACTOR for such delays, and the CONTRACTOR will not be entitled to any damages or any claim for extra compensation.

9. COMPENSATION AND REIMBURSABLE COSTS.

9.1. GENERAL. As consideration for providing the equipment and services, the COUNTY agrees to pay, and the CONTRACTOR agrees to accept, a fee for services. The fee for services is the only compensation to which CONTRACTOR is entitled unless pre-approved reimbursable costs.

9.2 The Contractor shall be responsible for payment of all applicable taxes on all equipment provided under this contract.

9.3. The CONTRACTOR shall be compensated at the attached Price Sheet

(Attachment B). Attachment B is attached and incorporated herein by reference.

10. BILLING, PAYMENT, AND PARTIAL PAYMENTS

10.1. General. COUNTY will make payment to CONTRACTOR through

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

CONTRACTOR that is not specifically provided for in this Contract.

10.2. Process for Payment of Invoices.

10.2.1. CONTRACTOR shall submit invoices for payment to the

COUNTY on a completion basis or as otherwise agreed upon. The

CONTRACTOR’s request for payment shall be in the form and in the manner required by the COUNTY and shall relate to work performed since the last invoiced work. The COUNTY may require supplemental and accompanying data to support the CONTRACTOR’s request for payment.

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

11. AUDIT RIGHTS AND PUBLIC RECORDS.

11.1. In the performance of this Contract, CONTRACTOR shall keep books, records, and accounts of all activities related to this Contract in compliance with generally accepted accounting procedures. All documents, papers, books, records, and accounts made or received by the CONTRACTOR in conjunction with this Contract and its performance shall be open to inspection during regular business hours by an authorized representative of the COUNTY. The COUNTY or any of its duly authorized representatives reserves the right to audit the CONTRACTOR’s records related to this

Contract at any time during the performance of this Contract and for a period of five years after final payment is made or otherwise required by law.

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

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

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

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

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

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

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

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

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

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

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

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

119.0701 and 119.10, Florida Statutes, the CONTRACTOR may face civil liability for the reasonable cost of enforcement incurred by the party requesting the records and may be subject to criminal penalties. The CONTRACTOR’S failure to comply with public records requests is considered a material breach of this Contract and grounds for termination.

11.7. Should the COUNTY face any legal action to enforce inspection or production of the records within the CONTRACTOR’S possession and control, the

CONTRACTOR agrees to indemnify the COUNTY for all damages and expenses, including attorney’s fees and costs. CONTRACTOR shall hire and compensate attorney(s) to represent CONTRACTOR and COUNTY in defending such action.

CONTRACTOR shall pay all costs to defend such action, and any costs and attorney’s fees awarded pursuant to Section 119.12, Florida Statutes.

IF 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: Olivia Craig, 2725 JUDGE FRAN JAMIESON WAY, ROOM

C-303, VIERA, FL 32940, at PublicRecordsRequest@Brevardfl.gov

12. INDEPENDENT CONTRACTOR.

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

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

COUNTY employees.

13. EQUAL OPPORTUNITY EMPLOYMENT.

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

14. UNAUTHORIZED ALIEN WORKERS AND EMPLOYMENT ELIGIBILITY (E-

VERIFY).

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

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

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

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

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

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

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

States of America citizens.

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

Verify Memorandum of Understanding signed by the CONTRACTOR and the

Department of Homeland Security.

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

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

Contract.

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

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

15. SUBCONTRACTING.

The CONTRACTOR shall not subcontract, assign, or transfer any work under this Contract without the written approval of the COUNTY, including a change of sub-contractor. When applicable, the CONTRACTOR shall cause the names of any subcontracted firms responsible for major portions (or separate specialty) of the work to be performed. CONTRACTOR shall remain, at all times, liable for the proper performance and completion of all work and other services required under this Contract, including supervision and administration of all such sub-contracted personnel, firms, and companies, and including any errors or omissions by said sub-contractors. The

CONTRACTOR shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies of equipment and services provided by this Contract.

16. ASSIGNMENT.

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

COUNTY reserves the right to terminate this Contract subject to the terms prescribed above.

17. CONFLICTS OF INTEREST.

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

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

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

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

19. PUBLIC ENTITY CRIMES.

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

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

20. SCRUTINIZED COMPANIES LIST.

20.1. CONTRACTOR shall provide a fully executed Scrutinized Companies that

Boycott Israel List Affidavit in accordance with Section 287.135, Florida Statutes, which is attached and incorporated to this Contract as Attachment C.

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

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

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

CONTRACTOR or its subcontractors are found to have submitted a false certification or if the CONTRACTOR or its subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel during the term of this

Contract.

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

Energy Sector List or engaged with business operations in Cuba or Syria as identified in

Section 287.135, Florida Statutes.

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

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

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

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

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

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

21. INDEMNIFICATION AND INSURANCE.

21.1. CONTRACTOR shall hold COUNTY harmless against any and all claims for and related in any way to bodily injury, sickness, disease, death, personal injury, damages to the 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 COUNTY is contracting hereunder, to the extent caused by the negligent, reckless, or intentional wrongful acts/omissions/conduct of CONTRACTOR, or any of its agents or employees, including subcontractors. Such negligent acts/omissions/conduct by CONTRACTOR include but are not limited to, any errors or omissions in the CONTRACTOR’S services.

21.2. The CONTRACTOR agrees to fully indemnify COUNTY and pay the cost of COUNTY’s legal defenses, including fees of attorneys as may be selected by

COUNTY, for all claims described in the hold harmless clause above. 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.

21.3. Notwithstanding any other provisions of this Contract, this indemnification section applies to both COUNTY and third-party claims and shall survive the expiration, completion, or termination of this Contract. Nothing in this section is intended to nor shall it constitute a waiver of the sovereign immunity of Brevard County, or a waiver by the COUNTY of the limits and protections established under Section 768.28, Florida

Statutes, as may be amended.

21.4. CONTRACTOR shall procure and maintain, at their own expense and without cost to COUNTY, the following types of insurance described below.

CONTRACTOR shall be liable and responsible for errors and omissions in the performance of any and all Contract responsibilities and shall carry professional liability insurance and indemnify the COUNTY against errors and omissions as specified herein 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 with includes coverage for all owned, non-owned and hired vehicles with a $1,000,000 combined single limit for each occurrence.

Professional Liability Insurance policy in the amount of $2,000,000 per claim. If 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 for 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.

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. The Contractor shall be responsible for compliance with these requirements by each subcontractor, vendor or supplier when applicable.

21.5. CONTRACTOR shall provide, within five (5) days of the award, Certificates of Insurance and applicable endorsement pages to the COUNTY demonstrating that the aforementioned insurance requirements have been met prior to the commencement of work under this Contract. 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. The Certificates of Insurance shall indicate that the policies (except professional liability) have been endorsed to cover the COUNTY 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 thirty (30) days prior written notice being given by the insurer to the

COUNTY.

21.6. The insurance coverages enumerated above constitute the minimum requirements and shall not lessen or limit the liability of the CONTRACTOR under the terms of the Contract. Risk Management reserves the right to modify insurance requirements based on the cost and severity of the project. Subcontractor’s insurance shall be the responsibility of CONTRACTOR.

21.7. The CONTRACTOR shall maintain the insurance coverage in compliance with Paragraphs 24.1 through 24.7, above, throughout the term of this Contract and in compliance with the requirements relating to professional liability insurance above.

The CONTRACTOR is also responsible for providing thirty (30) days advanced written notice to the COUNTY of any changes or cancellations in coverage and replacement insurance.

22. DISPUTE RESOLUTION.

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

22.2. To the extent the COUNTY requests CONTRACTOR to perform services that the CONTRACTOR believes are not described in the Contract, 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.

22.3. 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.

23. TERMINATION OF CONTRACT.

23.1. Termination for Convenience.

23.1.1. Termination for Convenience by the COUNTY. The COUNTY may terminate this Contract for convenience by giving the CONTRACTOR fourteen (14) calendar days written notice of such termination. If written notice is given by mail, receipt shall be presumed, and the fourteen (14) days shall begin to run, seven (7) calendar days after the date of mailing as dated on the notice. If written notice is provided in-person, the fourteen (14) days shall begin the calendar day after the delivery of the notice. The CONTRACTOR shall stop work immediately unless the COUNTY provides the CONTRACTOR written direction otherwise in the notice.

23.1.2. Termination for Convenience by the CONTRACTOR. The

CONTRACTOR may terminate this Contract for convenience by giving the

COUNTY sixty (60) calendar days written notice of such termination. If written notice is given by mail receipt shall be presumed, and the sixty (60) days shall begin to run, seven (7) calendar days after the date of mailing as dated on the notice. If written notice is provided in-person, the sixty (60) days shall begin the calendar day after the delivery of the notice. The CONTRACTOR must provide the COUNTY with all records and documentation of all work performed, as of the date of the notice, within 14 calendar days of the notice. .

23.2. Termination for Failure to Perform. If the CONTRACTOR is failing to perform, the COUNTY will issue a notice of failure to perform to the CONTRACTOR listing the work for which the COUNTY has determined there is a failure to perform and describe the deficiencies in the CONTRACTOR’s work. The Notice shall provide the

CONTRACTOR with ten (10) calendar days from the date the Notice is received in which to correct such deficiencies described in said notice. If the CONTRACTOR fails to correct such deficiencies to the satisfaction of the COUNTY within the stated time period, then the COUNTY may terminate the Contract immediately by providing written notice to the CONTRACTOR for failure to perform. Upon termination by the County, COUNTY may take over the work and cause it to be performed to completion by

Contract or otherwise. In such a case, the COUNTY reserves all rights and remedies available, including, but not limited to, the right to recover the COUNTY’s additional cost incurred in securing complete performance. The rights and remedies of COUNTY provided in this clause are in addition to any other rights and remedies provided by law or under this Contract. If, after the COUNTY’s termination of the Contract for failure of the CONTRACTOR to fulfill contractual obligations, it is determined that the

CONTRACTOR had not failed the contractual obligations, the termination shall be deemed to be a termination for the convenience of the COUNTY.

23.3. Payment on Termination. In the event of termination by COUNTY, the COUNTY’S sole obligation to CONTRACTOR shall be payment for those portions of satisfactorily completely performed work previously authorized by approved. The

COUNTY shall not be obligated to pay for any services performed after CONTRACTOR has received the final notice of termination unless the COUNTY otherwise directs the

CONTRACTOR in writing to complete specified elements of the work. Such payment shall be determined on the basis of the work performed by CONTRACTOR, or the percentage or work complete as estimated by CONTRACTOR and agreed upon by

COUNTY up to the time of termination. In the event of such termination, COUNTY may, without penalty or other obligation to CONTRACTOR, elect to employ other persons to perform the same or similar services. In the event of deficient professional services, COUNTY shall not pay for the CONTRACTOR for deficient services; however, if any, of the work performed by the CONTRACTOR is used by or useful to any other contractor retained by COUNTY to finish the work, the County will pay the

CONTRACTOR for such useful work to the extent that COUNTY does not incur additional costs, or pay twice for the same work.

24. NOTICES AND AUTHORIZED REPRESENTATIVES.

24.1. Authorized Representatives. The Parties agree that in order to facilitate the orderly and efficient completion of the work, each Party shall appoint an authorized representative(s) for such Party. The COUNTY’s representative shall have the authority to transmit instructions, receive information, and interpret and define the

COUNTY’s policies and decisions pertinent to the work covered by this Contract as long as such transmissions do not result in an increase in the cost of or time to perform work.

The Parties understand and agree that only the Board of County Commissioners, County Manager, or Assistant County Managers, have the authority to approve changes or modifications to this Contract. The CONTRACTOR’s representative shall be authorized to act on behalf of the CONTRACTOR regarding all matters involving the conduct of its performance under this Contract.

24.2. The Parties' designated representatives and their respective addresses for purposes of this Contract are as follows:

COUNTY CONTRACTOR

Brevard County Central Services Department TBD Purchasing Services Attn: Mary Bowers, Purchasing Manager 2725 Judge Fran Jamieson Way, C-303 Viera, FL 32940

24.3 Either Party will have the right to change its authorized representative(s) or to add representatives from time to time throughout the Contract by giving written notice to the other Party in accordance with the Notice Provisions below.

24.4 Notices. All notices required or permitted under this Contract and any written consents or approvals required shall be in writing and are in effect upon receipt.

All notices for legal claims, or termination must be transmitted either by personal hand delivery; United States Postal Service (USPS), certified mail return receipt requested;

or, overnight express mail delivery. Other notices, such as signed notices to proceed, may be transmitted by E-mail to the authorized representative and shall be effective on the date directed in the notice. The addresses set forth in 26.2 for the respective

Parties shall be the places where notices shall be sent, unless prior written notice of change of address is given.

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

TRIAL.

In the event of any legal action between the Parties arising out of this Contract, each Party shall bear its own attorney’s fees and costs. This Contract, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida. Venue for any legal action brought by any Party to this Contract to interpret, construe or enforce this Contract shall be in a court of competent jurisdiction in and for

Brevard County, Florida, and the PARTIES AGREE TO WAIVE A JURY TRIAL AND

ANY TRIAL SHALL BE NON-JURY. CONTRACTOR consents and waives any objection or defenses relating to Florida state court having jurisdiction over any dispute or claim arising out of this agreement and consents to process being served upon its

Florida registered agent. CONTRACTOR expressly waives removal of any claim or action arising under this agreement to federal court.

26. MODIFICATIONS.

Contract Modifications. The terms of this Contract may be modified upon the mutual agreement of the Parties in writing executed by both Parties with the same formality as herewith.

27. ENTIRETY OF CONTRACT.

Under the terms of this Contract, all Notices to Proceed issued under this

Contract, all Modifications to this Contract or Notice to Proceed, all Change Orders, and any Renewals of the Contract.

This Contract supersedes all prior agreements and negotiations respecting such matter.

28. INTERPRETATION.

Both Parties have had the opportunity to consult with legal counsel and to participate in the drafting of this Contract. Consequently, this Contract shall not be more strictly or more harshly construed against either party as the drafter.

29. SEVERABILITY.

If a court of competent jurisdiction finds any sentence, provision, paragraph, or section of this Contract void or unenforceable, the remaining parts of this Contract shall continue to full force and effect as though such sentence, provision, paragraph, section had been omitted from this Contract. The Parties shall use their best efforts to rehabilitate and replace the unenforceable provision or provisions of this Contract with lawful terms and conditions approximating the original intent of the Parties.

30. FURTHER ASSURANCES.

Each Party, without further consideration, shall take such action, execute and deliver such documents as the other may reasonably request to correct or effectuate the purpose of this Contract.

32. COUNTERPARTS AND AUTHORITY.

This Contract may be executed in counterparts all of which, taken together, shall constitute one and the same Contract. Each party represents that the person signing on its behalf has been fully authorized by all required action to sign on behalf of and to bind that party to the obligations stated herein.

The Remainder of Page Intentionally Left Blank

IN WITNESS WHEREOF, on the date last signed below, the Parties have caused this

Contract to be executed by their duly authorized representatives.

BREVARD COUNTY, FLORIDA

By:

James P. Liesenfelt, County Manager

Date: ____________________

Reviewed for legal form and content solely for Brevard County:

Assistant County Attorney

[INSERT LEGAL NAME OF CONTRACTOR]

By:

(Signatory Name and Title)

STATE OF ________________________________

COUNTY OF ______________________________

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this ___ day of __________, 202_ by (name of officer or agent, title of officer or agent) of (name of corporation acknowledging), a (state or place of incorporation) corporation, 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

SCOPE OF SERVICES

ATTACHMENT B

PRICE SHEET

ATTACHMENT C

CONTRACTOR AFFIDAVIT REGARDING SCRUTINIZED COMPANY LIST

Awarded Contractor shall certify that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, F.S. If the Contract is for more than $1,000,000 the Contractor further certifies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria as identified in Section 287.135, F.S.

For Contracts of any amount, if the County determines the Contractor submitted a false certification under Section 287.135(5), F.S., 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), F.S., or on a case-by-case basis the County may choose to maintain the Contract if the conditions of Section 287.135(4), F.S., are met. For Contracts $1,000,000 and greater, if the County determines the Contractor submitted a false certification under Section 287.135(5), F.S., 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), F.S., or on a case-by-case basis the County may choose to maintain the Contract if the conditions of Section 287.135(4), F.S., are met.

STATE OF FLORIDA

COUNTY OF ________

BEFORE ME, the undersigned authority, personally appeared _________________, who, being by me first duly sworn, made the following statement:

1. The Business address of (name of contractor) is

2. My relationship to ______________________________________ (name of contractor) is

_______________________ (relationship such as sole proprietor, partner, president, vice president).

3. I understand that “Boycott of Israel” has the same meaning as defined in Section 215.4725, F.S., and means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli-controlled territories, in a discriminatory manner. A statement by a company that it is participating in a boycott of Israel, or that it has initiated a boycott in response to a request for a boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered by the State Board of Administration to be evidence that a company is participating in a boycott of Israel. The term does not include restrictive trade practices or boycotts fostered or imposed by foreign countries against Israel.

4. I understand that “business operations” means, for purposes specifically related to Cuba or Syria, engaging in commerce in any form in Cuba or Syria, including, but not limited to, acquiring, developing, maintaining, owning, selling, possessing, leasing, or operating equipment, facilities, personnel, products, services, personal property, real property, military equipment, or any other apparatus of business or commerce.

5. __________________________ (name of contractor) is not on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, F.S., or is engaged in a boycott of Israel.

6. __________________________ (name of contractor) is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473, F.S.

7. __________________________ (name of contractor) is not engaged in business operations in Cuba or Syria.

Signature

Sworn to and subscribed before me in the state and county first mentioned above on the ___________ day of ____________________, 20____.

Notary Public

My commission expires: _______

(AFFIX SEAL or STAMP)