CITY OF PORT ORANGE

STANDARD CONTRACT FOR SERVICES

CITY OF PORT ORANGE - STANDARD CONTRACT FOR SERVICES (FEDERAL TERMS)

____________, ___ ITB 26-18 MITIGATION RECONSTRUCTION OF A FLOOD-PRONE HOME [CA____]

This Standard Contract for Services (“Contract”) is entered into this ____ day of _________________, 2026, by and between the CITY OF PORT ORANGE, a Florida municipal corporation, whose principal address is 1000 City Center Circle, Port Orange, Florida 32129 (the “City”), and __________________. (“Contractor”), a Florida corporation, whose principal address is ______________________________. The City and Contractor are collectively referred to herein as the “Parties.”

1. Provision of Services

(a) The Contractor hereby agrees to perform all required work and shall provide and furnish all labor, materials, necessary tools, expendable equipment, and all utility and transportation services required to complete the construction of and all appurtenant work thereto, as more specifically described in Invitation to Bid 26-18-CW Mitigation of a Flood-Prone Home (“ITB 26-18”), hereby fully incorporated into this Contract (“Work”). This Contract together with ITB 26-18, any Addenda thereto, and the Contractor’s proposal, all of which may be referred to as the “Contract”, and all of which are made a part hereof by reference as if fully set forth herein, shall constitute the formal written Contract between the City and Contractor. For convenience, ITB 26-18 Section 3 Scope of Work, the Bid Tabulation as submitted by Contractor in Contractor’s Proposal Attachment are attached hereto as Exhibit “1.” Payment and Performance Bond is attached hereto as Exhibit “2.” Federal Regulations and Contract Provisions, attached hereto as Exhibit “3.” A complete copy of ITB 26- 18 is available in the Office of the City Clerk. All work shall be in strict compliance with the drawings and specifications, together with all Contract Documents, including any and all Addenda, as referenced hereinabove. It is understood and agreed that said labor, materials, tools, equipment, and service shall be furnished and said work performed and completed subject to the approval of the City.

The undersigned Contractor agrees that he has carefully inspected all Contract Documents and is familiar with same; the Contractor agrees that he is responsible for having heretofore examined the site, the location and route of all the proposed work and for having satisfied himself as to the character of the route, the location, surface and under-ground obstructions and nature thereof, the nature of the groundwater conditions and other physical characteristics of the work and work area in order that he may include in the prices which he has bid and the prices of the Contract, all costs pertaining to the work and thereby provide for the satisfactory completion thereof and determination of the Contract prices herein agreed upon, and that this Contract price is based upon these inspections and examination.

(b) The time, manner and place for performance of such services shall be:

Contract Time: This Contract shall become effective on the last date the Contract is signed by the Parties. The Contractor agrees to commence work within Ten (10) CALENDAR DAYS from the issuance of the Notice to Proceed letter and shall substantially complete all work on or before

November 1, 2027, with an additional THIRTY (30) days for Final Completion, said date being December 1, 2027 (“Period of Performance”). Final Completion shall include all administrative items to achieve a Certificate of Occupancy from the City.

Manner and Place: The work shall be in accordance with and in a manner as required by all current federal, state, county, fire, building and land development codes, laws, ordinances and regulations, and with applicable permits and licenses per the City Code of Ordinances.

Time and Essence: Contractor acknowledges that time is of the essence for this Contract.

Authorization for Services: This Contract standing alone does not authorize the purchase of any goods or services or require the City to place any orders for goods or service. Authorization for the performance of services by the Contractor under this Contract shall be in the form of written Notice to Proceed issued by the City and a written Purchase Order. A Payment and Performance Bond shall be required for this Contract.

2. City Obligations. In return for the work identified above, the City agrees to compensate Contractor based on the prices stated in Contractor’s Bid, attached hereto as Exhibit “1,” subject to a limit not to exceed the appropriated budget. All payments shall be governed by the Local Government Prompt Payment Act as set forth in Sections

218.70 through 218.79, Florida Statutes, as amended, and in accordance with Paragraph 15, hereinbelow.

3. Contract Documents. The following forms, attached as Exhibit “2,” are an integral part of this Contract and must be completed, signed, witnessed and notarized as indicated and returned with the signed Contract:

(a) Front Page for Bond (F.S. § 255.05)

(b) Combination Payment and Performance Bond (F.S. § 255.05)

4. Contract Administration. The Community Development Director, Tim Burman, shall perform contract administration of this Contract. The City may change the contract administrator, from time to time and at any time, upon written notice to Contractor. For notice provisions, see the paragraph below entitled “Notice.”

5. Liens. Neither the final payment nor any part of the retained percentage shall become due until the Contractor shall deliver to the City a complete release of all liens arising out of this Contract, or receipts in full in lieu thereof. In addition, in either case, the Contractor shall provide an affidavit stating that, to the best of the Contractor’s knowledge and information, all labor and materials for which a lien could be filed have been paid in full. The Contractor may, should any subcontractor refuse to furnish a release or receipt in full, furnish a bond satisfactory to the City to indemnify that payments are made. The Contractor shall refund to the City all money payments that the latter may be compelled to pay in discharging such a lien, including all interest, costs, and reasonable attorney’s fees.

6. Termination for Convenience of the City

(a) The parties agree that the City reserves the right to terminate this Contract, or any work or delivery required hereunder, from time to time either in whole or part without penalty or cause, whenever the City Manager of Port Orange shall determine that such termination is in the best interest of the City.

(b) Termination, in whole or in part, shall be effected by delivery of a Notice of Termination signed by the City Manager or his designee, mailed or delivered to the Contractor, and specifically setting forth the effective date of termination, which termination date shall not be less than thirty (30) days after the date of such written notice.

(c) Upon receipt of such Notice, the Contractor shall:

(i) cease any further deliveries or work due under this Contract, on the date, and to the extent, which may be specified in the Notice;

(ii) place no further orders with any subcontractors except as may be necessary to perform that portion of this Contract not subject to the Notice;

(iii) terminate all subcontracts except those made with respect to contract performance not subject to the Notice;

(iv) settle all outstanding liabilities and claims which may arise out of such termination, with the ratification of the Finance Director of Port Orange; and

(v) use best efforts to mitigate any damages which may be sustained by the Contractor as a consequence of termination under this clause.

(d) After complying with the provisions of subparagraph (c), above, the Contractor shall submit a termination claim, in no event later than six (6) months after the effective date of termination, unless one or more extensions of three (3) months each are granted by the Finance Director.

(e) The Finance Director, with the approval of the City Manager, shall pay from the using department's budget, reasonable costs of termination, including a reasonable amount for profit on supplies or services delivered or work completed. In no event shall this amount be greater than the original contract price, reduced by any payments made prior to Notice of Termination, and further reduced by the price of the supplies not delivered or the services not provided. This Contract shall be amended accordingly, and the Contractor shall be paid the agreed amount.

(f) In the event that the parties cannot agree on the whole amount to be paid to the Contractor by reason of termination under this clause, the Finance Director shall pay the Contractor the amounts determined as follows, without duplicating any amounts which may have already been paid under the preceding paragraph of this clause:

(i) With respect to all Contract performance prior to the effective date of Notice of Termination, the total of:

(1) the cost of work performed or supplies delivered;

(2) the cost of settling and paying any reasonable claims as provided in paragraph (c)

(iv), above;

(3) a sum as profit on (a) determined by the Finance Director to be fair and reasonable.

(ii) The total sum to be paid under (i) above shall not exceed the contract price, as further reduced by the contract price of work or supplies not terminated.

(g) In the event that the Contractor is not satisfied with any payments which the Finance Director shall determine to be due under this clause, the Contractor may appeal any claim to the City Council in accordance with Paragraph 26 of this contract concerning disputes.

7. Termination for Convenience for Subcontractors. In accordance with the termination for the convenience of the City provision of this contract, the Contractor shall include similar provisions in any subcontract, and shall specifically include a requirement that subcontractors make all reasonable efforts to mitigate damages which may be suffered. Failure to include such provisions shall bar the Contractor from any recovery from the City whatsoever of loss or damage sustained by a subcontractor as a consequence of termination for convenience.

8. Termination for Default. Either party may terminate this Contract, without further obligation, for the default of the other party or its agents or employees with respect to any agreement or provision contained herein. In the event of default by the contractor, the City may, upon termination of the Contract, procure, on terms and in the manner that it deems appropriate, materials, or services to replace those under the Contract. The Contractor shall be liable to the

City for any excess costs incurred by the City in re-procuring the materials or services. City Council may elect to refrain from doing any future business with the bidder as stipulated in City Code 2-276 Suspension and Disbarment.

9. Examination of Records

(a) The Contractor agrees that the City, or any duly authorized representative, shall, until the expiration of five (5) years after final payment hereunder, have access to and the right to examine and copy any pertinent books, documents, papers and records of the Contractor involving transactions related to this Contract.

(b) The Contractor further agrees to include in any subcontract for more than $10,000 entered into as a result of this Contract, a provision to the effect that the subcontractor agrees that the City or any duly authorized representative shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and copy any pertinent books, documents, papers and records of such contractor involved in transactions related to such subcontract, or this Contract. The term subcontract as used herein shall exclude purchase orders for public utility services at rates established for uniform applicability to the general public.

(c) The period of access provided in subparagraphs (a) and (b) above for records, books, documents and papers which may relate to any arbitration, litigation, or the settlement of claims arising out of the performance of this contract or any subcontract shall continue until any appeals, arbitration, litigation or claims shall have been finally disposed of.

10. Public Records Compliance. Contractor shall comply with public records laws as set forth in Chapter 119, Florida Statutes, and shall specifically:

(a) Keep and maintain public records required by the City to perform the service.

(b) Upon request from the City’s custodian of public records, provide the City with a copy of the requested record or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Section 119, Florida Statutes, or as otherwise provided by law.

(c) Ensure that public records that are 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 City.

(d) Upon completion of the Contract, Contractor shall transfer to the City, at no cost, all public records in possession of the Contractor and destroy any duplicate public records that are exempt from public records disclosure requirements. All records stored electronically must be provided to the City, upon request from the City’s custodian of public records, in a format that is compatible with the information technology systems of the City.

If Contractor does not comply with a public records request, the City shall deem the non-compliance a breach of this Contract, and the Contractor may be subject to penalties under Section 119.0701, Florida Statutes.

CONTRACTOR QUESTIONS RELATING TO CONTRACTOR’S DUTIES TO PROVIDE PUBLIC

RECORDS RELATING TO THIS CONTRACT MUST BE FORWARDED TO THE OFFICE OF THE

CITY CLERK, CITY HALL, 1000 CITY CENTER CIRCLE, PORT ORANGE, FLORIDA 32129;

TELEPHONE: (386) 506-5563; E-MAIL: CITYCLERK@PORT-ORANGE.ORG.

11. Insurance. Contractor shall maintain insurance, as required herein, during the life of this Contract. Contractor shall provide to the City, a certificate of insurance endorsing the City of Port Orange as an additional named insured.

All insurance coverages of the Contractor shall be primary and non-contributory. All insurance coverages of the Contractor shall not seek contribution from any other insurance or self-insurance available to the City. For workers’ compensation coverage, the Contractor’s insurance certificate shall include the insurer’s waiver of subrogation in lieu of endorsing the City as an additional insured for workers’ compensation. The City shall not accept Workers’ mailto:CITYCLERK@PORT-ORANGE.ORG

Compensation Exemptions Contractor may use leased employees if the Contractor ensures that all workers who access the jobsite are employees covered by the employee leasing company, and no non-employees are permitted to access the jobsite. Any Contractor using a leased employee shall complete the City’s Leased Employee Affidavit Exhibit Form. Policies for Workers’ Compensation may be issued by companies authorized as a group self-insurer by F.S. 440.572.

Policies other than Workers’ Compensation shall be issued by insurers licensed and/or duly authorized under Florida Law to do business in the State of Florida and all insuring companies are required to have a minimum rating of “A-” in the “Best Key Rating Guide” published by A.M. Best & Company, Inc. Contractor shall not commence work under this Contract until the City has received a certificate or certificates of insurance with endorsement evidencing the required insurance. Insurer shall provide the City written notice of cancellation, nonrenewal or any other changes in coverage no later than thirty (30) days prior to the effective date of the change and shall provide notice to the City no later than 10 days after non-payment. The Certificates of Insurance and required insurance policies shall contain provisions that thirty (30) days prior written notice shall be given to the City of any cancellation, intent not to renew, or reduction in the policies or coverages.

Contractor shall require and ensure each of its subcontractors to maintain, until the completion of the subcontractor's work, insurance of the types and to the limits set forth herein. All insurance coverages shall be primary and non-contributory. All insurance coverages of the subcontractors shall not seek contribution from any other insurance or self-insurance available to the City. The Contractor is responsible for ensuring that its subcontractors maintain the required coverage. Failure of the Contractor to ensure the subcontractors maintain the required coverage, shall not relieve the Contractor of any contractual responsibility, obligation or liability.

The City reserves the right to increase insurance coverage as determined for higher risk contracts.

The acceptance by the City of any Certificate of Insurance does not constitute approval or agreement by the City that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with this Contract and does not waive the insurance required by this Contract.

Should at any time the Contractor or subcontractors not maintain the insurance coverages required herein, the City may terminate the Contract or at its sole discretion shall be authorized to purchase such coverages and charge the Contractor for such coverages purchased. The City shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used.

The decision of the City to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Contract.

The insurance required in the preceding paragraphs shall also provide adequate protection against the following special hazards if applicable:

(a) Property damage arising out of blasting or explosions;

(b) Property damage arising out of collapse of, or structural injury to any building, caused by grading, excavating, burrowing or filling.

(c) Property damage below the surface of the ground including the destruction of wires, conduits, pipe, water mains, sewers and gas mains by digging or burrowing by any mechanical device.

(d) The Contractor shall furnish the City with satisfactory proof of coverage of the insurance required.

Standard Insurance Requirements

Insurance Standards Additional Requirements

Workers’ Compensation The Contractor shall maintain coverage for its employees with statutory workers’ compensation limits, and no less than the limits indicated in the Schedule of Limits for Employers’ Liability. Said coverage shall include a waiver of subrogation in favor of the City. The City will not accept elective exemptions. Any contractor using an employee leasing company shall complete the Leased Employee Affidavit (Exhibit A).

Contract Amount Limits Up to $10 million Statutory/$500,000 $10 - $20 million Statutory/$1,000,000

Contracts over $20 million To Be Determined by the City.

☐If Contract requires work on or about navigable waters, Longshoreman’s and Harbor Workers’ Coverage required.

☐If vessels involved, Jones Act coverage with limits of $500,000 required.

Comprehensive General Liability (including Completed Operations and Contractual Liability

Limits: Not less than the following:

$1,000,000 Bodily Injury & Property Damage-each occurrence $1,000,000 Personal & Advertising Injury-each occurrence $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregates limit.

$ 5,000 Medical Payments $ 100,000 Fire Damage Legal Liability Coverage shall include Contractual Liability and Independent Contractors Liability

☐When work is on or under Railroad rights of way or properties, the Contractor shall take out and maintain during the life of the Contract, Railroad protective liability and property damage insurance in amounts as requested by the Railroad.

Comprehensive Business, Automobile Liability to include all owned, hired and non-owned automobiles.

Limits: Auto Liability Body Injury and Property Damage:

$1,000,000 each occurrence $1,000,000 aggregate

Additional Insurance Requirements

☒ Property Insurance Builders Risk.

Additional Coverage:

Limits: Buildings - Completed value of Contract.

“All Risk” coverage on latest ISO for or its equivalent. Permission granted to occupy. City named as insured

AIMA

If Agreement requires handling or installation of City’s equipment, coverage should be furnished on “All Risk” form, including transit and City shall be named.

☒ Professional Liability Limits: Coverage - $1,000,000 ☐ Installation Floater (IT) Limits: Coverage - $ To be determined.

☐ Contractor Pollution Liability Limits: Coverage - $1,000,000 ☐ Errors and Omissions Limits: Coverage - $1,000,000 ☐ Umbrella Policy Limits: Coverage – $ To be determined.

Payment and Performance Bond Required

Limits: Coverage - Equal to amount of Contract.

City Manager waives Payment and Performance Bond for work under $200,000.00.

☐ Unless otherwise required by law, City Manager waives Insurance for FOB goods.

12. Responsibility of the Work. Prior to the completion of the work by the Contractor and the acceptance thereof by the City, the work shall remain at the risk of the Contractor and said Contractor shall be required to repair, replace, renew and make good at his own expense all damages whether caused by force or violence of the elements, negligence, fault, or omission of the Contractor, or any cause whatsoever.

13. Payments to Contractor and Retainage. The Contractor shall plan his work for construction on the basis of monthly pay periods. The Contractor, on the 25th of each month, shall submit to the City for review an Application for Payment (in a form approved by the City) filled out and signed by Contractor covering the work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. The Contractor is responsible for all payments for stored material, and no payment shall be included in the Pay Request for stored materials. The amount of said pay application, after deducting the retainage and all previous payments, shall be due and payable to the Contractor within thirty (30) days after review and approval of the pay application by the City. Prior to Substantial Completion, progress payments will be made in an amount equal to 95% percent of the value of the Work completed (with the balance being retainage) but, in each case, less the aggregate of payments previously made and less such amounts as City may withhold, including but not limited to liquidated damages, in accordance with the Contract. After FEMA/FDEM has performed a final inspection and signed off on the Work, Contractor may make application for the Final Payment.

14. Liquidated Damages. Contractor and City recognize that time is of the essence as stated in Paragraph 1(b), hereinabove, and that City will suffer financial and other losses if the Work is not completed within the Period of Performance. The parties also recognize the delays, expense, and difficulties involved in proving, in a legal or arbitration proceeding, the actual loss suffered by City if the Work is not completed on time. Accordingly, instead of requiring any such proof, City and Contractor agree that as liquidated damages for delay (but not as a penalty), Contractor shall be liable to the City for liquidated damages in the sum of ONE THOUSAND ($1,000) dollars for each calendar day past the Period of Performance, until the Work is fully completed as stated herein.

15. Assignability of Contract. Neither this contract, nor any part hereof, may be assigned by the Contractor to any other party without the express written approval of the City Council.

16. Modifications or Changes to this Contract

(a) Change Orders. The Department Head, with the concurrence of the City’s signatory as required by the City’s Purchasing Policy, shall without notice to any sureties, have the authority to order changes in this Contract which affect the cost or time of performance. Such changes shall be ordered in writing specifically designated to be a change order. Such orders shall be limited to reasonable changes in the services to be performed or the time of the performance. The City will not be held liable for any changes which have not been properly authorized and approved in accordance with this Contract.

(b) If any change under this clause causes an increase or decrease in Contractor's cost of, or time required for the performance of the work hereunder, Contractor shall receive an equitable adjustment in accordance with subparagraph (d), which shall include all compensation to the Contractor, or the City, of any kind in connection with such change, including all costs and damages related to or incidental to such change.

(c) Contractor shall not perform any work described in any change order unless it has received a certification from the City that there are funds budgeted and appropriated sufficient to cover the cost of such changes.

(d) No claim for changes ordered hereunder shall be considered if made after final payment in accordance with the Contract.

(e) Notwithstanding the provisions of this Paragraph 17, hereinabove, consideration of changes orders for extension of the Period of Performance not otherwise contemplated in Paragraph 1(b), hereinabove, will be considered only in the event FEMA grants an extension of time. Contractor acknowledges that FEMA has stated that no extensions will be granted. However, in the unlikely event that FEMA grants an extension of time, an additional change order for extension of the Period of Performance may be considered by the City.

17. Sovereign Immunity. The City expressly retains all rights, benefits and immunities of sovereign immunity in accordance with Section 768.28, Florida Statutes. Notwithstanding anything set forth in any section of this Contract to the contrary, nothing in this Contract shall be deemed as a waiver of immunity or limits of liability of the City beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature or may be adopted by the Florida Legislature and the cap on the amount and liability of the City for damages regardless of the number or nature of claims in tort or equity shall not exceed the dollar amount set by the legislature for tort. Nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing any claim against the City which would otherwise be barred under the Doctrine of Sovereign Immunity or operation of law.

18. Warranty and Guarantee Provisions. All materials and equipment furnished by the Contractor and all construction work and workmanship involved in the Contract is hereby guaranteed and warranted by the Contractor for a period of one (1) year from written final acceptance by the City as defined here in to be free from defects due either to faulty materials, equipment and/or faulty workmanship, and all materials, equipment and /or workmanship furnished, installed and performed by the Contractor is warranted and guaranteed by the Contractor to the City to be such as to meet the required standards and to accomplish the purposes and functions of the Work as defined, detailed and specified in this Contract. The City shall, following discovery thereof, promptly give written notice to the Contractor of faulty materials, equipment, and/or workmanship within the period of the guarantee. Any part of the warranty and guarantee shall be promptly replaced by the Contractor at his own cost and without cost to the City. These warranty and guarantee provisions create no limitations on the City as to any claims or actions for breach of guarantee or breach of warranty that the City might have against parties other than the Contractor, and do not constitute exclusive remedies of the City against the Contractor and are not intended to, and shall not limit any other rights, remedies or causes of action which the City might exercise against the Contractor, and shall not alter nor modify the application of the Statute of Limitations as established by the Statutes of the State of Florida. This Contract is governed by the Laws of the State of Florida.

19. Additional Warranties. All warranties made in this Contract, together with service warranties and guarantees, shall run to the City and its successors and assigns.

20. Contractor’s Warranty of Title.

(a) The Contractor warrants and guarantees that title to all work, materials and equipment covered by an application for payment, whether incorporated in the project or not, shall pass to the City at the time of payment, free and clear of all liens, claims, security interests and encumbrances (hereafter referred to as “Liens").

(b) The Contractor agrees to furnish an affidavit stating that all laborers, materialmen and subcontractors have been paid on the project for work covered by the application for payment and that a partial or complete release of lien, as may be necessary, be properly executed by the material men, laborers and subcontractors on the project for the work covered by the application for payment, sufficient to secure the City from any claim whatsoever arising out of the aforesaid work.

21. Additional Bond Security. If any surety bond furnished in connection with this Contract becomes unacceptable to the City, Contractor shall promptly furnish such additional security as may be required from time to time to protect the interests of the City and a person supplying labor and materials in the prosecution of work contemplated by this Contract. Contractor expressly acknowledges that a Payment and Performance Bond, in a form acceptable to the City, shall be provided and recorded with the Clerk of Volusia County at Contractors’ expense.

22. Liability for Loss or Damage.

(a) Contractor shall be liable for any loss of, or damage to, City property caused by the negligence, recklessness, or intended wrongful misconduct of Contractor, his/its agents, servants and employees and shall indemnify and save the City harmless against all actions, proceedings, claims, demands, costs, damages and expenses, including attorney's fees, by reason of any suit or action brought for any actual or alleged injury to or death of any person or damage to property other than City property, resulting from the performance of the Contract by Contractor, his/its agents, servants and employees. Contractor shall submit a full written report to the Finance Director within twenty-four (24) hours following the occurrence of such damage, loss or injury.

(b) To the fullest extent permitted by law, in addition to the express duty to indemnify City when there is any causal connection between Contractor's work and any injury, loss, damage, death or property damage, Contractor expressly undertakes a duty to defend City as a separate duty, independent of and broader than the duty to indemnify. The duty to defend agreed to by Contractor hereby expressly include all costs of litigation, attorney’s fees, settlement costs and reasonable expenses in connection with the litigation, whether or not the claims made for loss, injury, damage or property damage are valid or groundless and regardless of whether the defense of City is maintained by the City or assumed by Contractor as long as the claims made could be causally connected to Contractor as reasonable determined by City.

23. Non-discrimination. During the performance of this Contract, Contractor agrees as follows:

(a) Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, disability, marital status, age or national origin, except where such is a bona-fide occupational qualification reasonably necessary to the normal operation of Contractor. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. Contractor agrees and fully supports and complies with the Americans with Disabilities Act of 1990.

(b) Contractor shall state in all solicitations or advertisements for employees placed by or on behalf of Contractor that Contractor is an equal opportunity employer.

(c) Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient compliance with this provision. Contractor shall include the provisions of the foregoing subparagraphs (a), (b), and (c) in every subcontract or purchase order of over $10,000 so that the provisions will be binding upon each subcontractor or vendor.

25. E-Verify. 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 this Contract and shall expressly require any sub-contractors performing 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 sub-contractor during the term of this Contract.

26. Disputes. The City Manager, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to Contractor, shall decide disputes with respect to this Agreement. The decision by the City Manager shall be final and binding unless, within five (5) business days from the date of delivery of the decision of the City Manager, appeal is made to the City Council in writing and delivered to the City Clerk, Robin L. Fenwick, MMC. The decision of the City Council shall be final and binding unless set aside by a court of competent jurisdiction as fraudulent, capricious, arbitrary, or so grossly erroneous as necessary to imply bad faith, or not to be supported by any evidence.

27. Force Majeure. No Party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, except for any obligations to make payments to the other party hereunder, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s control, including but not limited to, the following force majeure events:

(a) Acts of God

(b) A natural disaster (fires, explosions, earthquakes, hurricanes, flooding, storms, infestations, epidemic or pandemic)

(c) War, invasion, hostilities (regardless if war is declared or not), terrorist threats or acts, riots or other civil unrest

(d) Government order or law

(e) Actions, embargoes or blockades in effect on or after the date of this Agreement

(f) Action by any governmental authority

(g) National or regional emergency

(h) Strikes, labor stoppages or slowdowns or other industrial disturbance, and

(i) Shortage of adequate power or transportation facilities

The Impacted Party shall give notice within two (2) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) days following Notice given by it, then either party may thereafter terminate this Agreement upon Notice.

Notwithstanding the foregoing, any pandemic or epidemic, including but not limited to those related to COVID-19 and its mutations, and related issued executive orders and/or administrative orders by any federal, state, or local government entity related to any pandemic or epidemic, shall NOT be considered a force majeure and is expressly excluded from that definition herein and said even shall not prevent CONTRACTOR from timely performing its functions under this Agreement.

28. Controlling Law. THIS AGREEMENT CONTAINS IMPORTANT MATTERS AFFECTING LEGAL RIGHTS AND IS ACCEPTED AND ENTERED INTO IN FLORIDA AND ANY QUESTION REGARDING ITS VALIDITY, CONSTRUCTION, ENFORCEMENT, OR PERFORMANCE SHALL BE GOVERNED BY FLORIDA LAW. ANY

LEGAL PROCEEDING ARISING FROM OR IN ANY WAY REGARDING THE AGREEMENT SHALL HAVE ITS VENUE LOCATED EXCLUSIVELY IN THE CIRCUIT COURT OF VOLUSIA COUNTY, FLORIDA, AND THE PARTIES HEREBY EXPRESSLY CONSENT AND SUBMIT THEMSELVES TO THE PERSONAL JURISDICTION

AND VENUE OF THE COURT.

29. Compliance with Other Federal Standards. In addition to other provisions required by the Federal agency or the City, the Contractor shall comply with 2 C.F.R. 200.318 through 200.327, and appendix II to Part 200 Title 2 thereof, and the contract provisions as required therein, all of which are attached hereto as Composite Exhibit “3” and made a part hereof by this reference. Contractor hereby acknowledges the receipt and that they have read and understood Composite Exhibit “3.” Contractor Initials _____________.

30. Additional Provisions. This Contract includes all additional provisions as may have been outlined in written quotes and purchase orders and any attachments or exhibits to this Contract whether delivered herewith or subsequently approved as a part hereof, such as drawings or technical specifications prepared in the performance of this work. In the event of a conflict between any attachments or exhibits to this Contract, and this Contract, the language of this Contract shall control.

31. Integration. This Contract and the documents incorporated herein by reference shall constitute the whole agreement between the parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Contract shall supersede all previous communications, representations, or agreements, written or verbal, between the parties hereto.

32. Notice. For purposes of this agreement, notices shall be sent as follows:

City: City of Port Orange

Attention: City Manager 1000 City Center Circle Port Orange, Florida 32129

(386) 506-5501

Copy to: City of Port Orange Attention: Tim Burman, Community Development Director 1000 City Center Circle Port Orange, Florida 32129

(386) 506-5674

Contractor: ______________________________ Attention: _____________________ ____________________ - Telephone _______________________ - E-Mail

Any notice or other communication given under the Contract will be in writing and delivered by hand, sent by facsimile (provided acknowledgement of receipt thereof is delivered to the sender), sent by certified, registered mail, or sent by any nationally recognized overnight courier service to the addresses provided herein. The parties may, from time to time and at any time, change their respective addresses and each will have the right to specify as its address any other address by at least 10 days written notice to the other party.

33. Contract Construction

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The delivery by facsimile or e-mail of an executed copy of this Agreement shall be deemed valid as if an original signature was delivered. No contract shall be formed between Contractor and the City until the City signs this Agreement.

34. Authority to Sign. Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party to the Agreement.

[Remainder of this page intentionally left blank] mailto:debra@dsrconstruction.com

Witnesses:

Printed Name:

Printed Name:

By:

If this Contract is signed by an individual not identified as an Officer of the Entity in the records of the Florida Department of State, Division of Corporations, please provide written authorization for that individual to enter into contracts on behalf of the Entity.

Date:

Please note that at this time the City does not accept electronic/digital signatures. A wet signature is required for this document.

CITY OF PORT ORANGE

Scott Stiltner, Mayor

ATTEST:

Robin L. Fenwick, MMC, City Clerk