Exhibit_A_-_DRAFT_Contract.pdf

DISCLOSURE COUNSEL SERVICES CONTRACT

THIS CONTRACT is made by and between the following Parties: BREVARD COUNTY, FLORIDA, a political subdivision of the State of Florida, hereinafter referred to as COUNTY, and

(INSERT NAME OF THE CONTRACTOR), a business having its principal address at (INSERT THE ADDRESS OF THE CONTRACTOR), hereinafter referred to as CONTRACTOR.

WITNESSETH

WHEREAS, the COUNTY wishes to retain a firm to serve as Disclosure Counsel on legal matters concerning financing, refinancing, refunding, and other services related to the ongoing management of the County’s debt obligations; and

WHEREAS, the COUNTY issued Request for Proposals (RFP 1-26-04) on (INSERT DATE OF ADVERTISEMENT), for Bond Disclosure Counsel services, which is incorporated herein by this reference; and

WHEREAS, the CONTRACTOR responded to the Request for Proposal RFP 1-26-04 and was selected as the most qualified of respondents to serve as Disclosure Counsel 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 Government agencies responsible for regulating and licensing the professional services to be provided and performed by the CONTRACTOR pursuant to this Contract and for RFP 1-26-04; 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 CONTRACTOR is willing to provide such services on the terms and conditions below; and

WHEREAS, the provision of such services shall mutually benefit the parties and the

COUNTY.

NOW THEREFORE, in consideration of the mutual promises hereinafter contained, the Parties agree as follows:

1. RECITALS.

The above recitals are true and correct and are incorporated into this Contract.

2. ADMINISTRATION.

This Contract is administered by the Budget Office, an Office of the Brevard County Board of County Commissioners, hereinafter referred to as the “Office.”

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) Addenda (with those of later date having precedence over those of earlier date); (2) this Contract (hereinafter the “Contract”); (3) the County’s Request for Proposal RFP 1-26- 04; (4) the CONSULTANT’s response; and (5) any other associated documents.

3. 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 reserves the right to assign such work to the CONTRACTOR as it may approve in the sole discretion of the COUNTY.

3. 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 Contract Documents. The Contract Documents shall govern the relationship between the CONTRACTOR and the COUNTY. Contract Documents consist of this Contract with attachments, Federal and State regulations, contract clauses, contract renewals, and other documents that are or may be agreed to by the Parties. The Contract Documents referenced in this Section are incorporated into this Contract by this reference. 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) Amendments (with those of later date having precedence over those of earlier date); (2) this Contract (COUNTY- CONTRACTOR Contract); (3) The COUNTY’s Request for Proposal, including any attachments and addenda; (4) the CONTRACTOR’s submission; (5) certificate(s) of insurance; and (6) any other associated documents, whether or not any of the foregoing listed documents have been attached hereto.

Contractor. The CONTRACTOR refers to the individual or firm offering professional services that, by execution of this Contract, is legally obligated, responsible, and liable for providing and performing any the services, work, and materials.

County. Brevard County, Florida. For this Contract, the COUNTY may also include the Office in the performance of designated functions and duties specified for each under the terms and provisions of this contract.

Date of Execution; Effective Date. The date of the last signature below is the date of the Contract’s execution and effective date.

Purchase Order. 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 the County’s Financial Management System (“SAP”).

Except for purchase orders issued in SAP for this Contract or any internal encumbrance documents issued in SAP, all other purchase orders issued under this Contract shall be governed by the Contract Documents.

Services of the Contractor. A general description of the Work to be provided by the

CONTRACTOR.

5. TERM.

The term of this Contract is five (5) years, beginning on the date of the last signature below.

6. SCOPE OF PROFESSIONAL SERVICES.

The scope of professional services is identified in the COUNTY’s Request for Proposal RFP 1-26-04 and the CONTRACTOR’s submission, which are incorporated here by this reference.

7. COMPENSATION.

For services provided under this Contract, the COUNTY shall pay fees as outlined in Attachment A. Any adjustments to the fees, terms, or conditions will not take effect until they are approved in writing by the County. Such requests should be submitted with justification to the Purchasing Manager.

The CONTRACTOR will bill the COUNTY for the services performed under this Contract, each bill indicating the service for which payment is requested. The COUNTY shall remit payment under the Florida Prompt Payment Act, Section 218.70, Florida Statutes.

8. EXPENSES.

The CONTRACTOR shall furnish all necessary administrative services, office space, equipment, clerical personnel, telephone, and other communication facilities at its own expense.

9. DISCIPLINARY ACTIONS.

The CONTRACTOR shall promptly give notice to the COUNTY if the CONTRACTOR has been found to have violated any State or Federal securities law or regulation in any final and unappealable judgment in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission or any other agency or department of the United States, any registered securities exchange, the Financial Industry Regulatory Authority, or any regulatory authority of any State based upon the performance of services as Disclosure Counsel.

10. INDEPENDENT CONTRACTOR.

The CONTRACTOR, its employees, officers, and representatives shall not be deemed employees, agents, partners, servants, and/or joint ventures of the COUNTY by virtue of this Contract or any actions or services rendered under it.

The CONTRACTOR shall perform the services under this Contract as an independent CONTRACTOR.

11. FORCE MAJEURE.

The CONTRACTOR shall have no liability for any losses arising out of the delays in performing or inability to perform the services which it renders under this Contract which result from events beyond its control, including interruption of the business activities of the CONTRACTOR or other financial institutions due to acts of God, acts of governmental authority, acts of war, terrorism, civil insurrection, riots, labor difficulties, or any action or inaction of any carrier or utility, or mechanical or other malfunction.

12. PUBLIC RECORDS/RIGHT TO AUDIT RECORDS.

The COUNTY or any of its duly authorized representatives reserves the right to audit the records of the CONTRACTOR related to this Contract at any time during the Contract's performance and for five (5) years after final payment for services hereunder is made.

Both parties understand that Brevard COUNTY is subject to the Florida Public Records Law, Chapter 119, Florida Statutes. "Public Records" are defined as "all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency" Section 119.011(12), Florida Statutes.

Pursuant to Chapter 119, Florida Statutes generally, and Section 119.0701, Florida Statutes specifically, if records created by the COUNTY or the CONTRACTOR related to the performance of the services under this Contract do not fall under a specific exemption under Florida or federal law, the records -whether created or maintained by the CONTRACTOR or the COUNTY - must be provided to anyone making a public records request. It will be the CONTRACTOR's duty to identify any information in records created by the CONTRACTOR which it deems is exempt under Florida or federal law and identify the statute number which requires the information be held exempt.

A request to inspect or copy public records relating to this Contract 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 COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided pursuant to Chapter 119, Florida Statues and Brevard COUNTY Board Policy.

Should any person or entity make a public records request of the COUNTY which requires or would require the COUNTY to allow inspection or provide copies of records that the CONTRACTOR maintains are exempt under the Public Records Law or otherwise confidential, it shall be the CONTRACTOR's obligation to provide the COUNTY, within a reasonable time of notification to the CONTRACTOR by the COUNTY of the records request, of the specific exemption or confidentiality provision to allow the COUNTY to comply with the requirements of Section 119.07(1)(e) and (f), Florida Statutes. Should the COUNTY face any kind of legal action to require or enforce inspection or production of any records provided by the CONTRACTOR to the COUNTY which the CONTRACTOR maintains are exempt or confidential from such inspection/production as a public record, the CONTRACTOR shall hire and compensate attorney(s) who shall represent the interests of the COUNTY as well as the CONTRACTOR in defending such action.

The CONTRACTOR shall also pay any costs to defend such action and shall pay any costs and attorney's fees which may be awarded pursuant to Section 119.12, Florida Statutes.

Should the CONTRACTOR fail to provide the public records to the COUNTY within a reasonable time, the CONTRACTOR is subject to penalties under Section 119.10, Florida Statutes.

The CONTRACTOR shall 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.

Upon completion of the Contract, the CONTRACTOR shall transfer to the COUNTY, 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. All records stored electronically must be provided to the COUNTY, upon request from the COUNTY's custodian of public records, in a format compatible with the COUNTY's information technology systems.

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, AT

PublicRecordsRequest@Brevardfl.gov.

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.

CONTRACTOR will comply with the Americans with Disabilities Act, the Civil Rights Act of 1964, the Florida Civil Rights Act of 1992, and any other federal or State law that prohibits discrimination based on age, race, religion, color, disability, national origin, marital status, sex, or genetic information.

14. MODIFICATION.

The COUNTY reserves the right to increase, decrease, or delete any portion(s)/part(s) of the services covered under this Contract at any time.

This Contract shall not be changed, modified, terminated, or discharged in whole or in part, except by an instrument in writing signed by both parties or their respective successors or assigns except as provided for in the first sentence of this paragraph.

Upon request of COUNTY, an affiliate of CONTRACTOR or third party referred or otherwise introduced by CONTRACTOR and/or designated by COUNTY may agree to additional services to be provided by such affiliate or third party under separate writing, including separate scope and compensation, between the COUNTY and such affiliate or third party. For the sake of clarity, any separate contract between the COUNTY and an affiliate or third party shall not in any way be deemed an amendment or modification of this Contract.

15. SUCCESSORS AND ASSIGNS.

The provisions of this Contract shall be binding on the CONTRACTOR and its respective successors and assigns, provided, however, that the rights and obligations of the CONTRACTOR may not be assigned without the prior written consent of the COUNTY.

16. APPLICABLE LAW.

This Agreement shall be construed, enforced, and administered according to the laws of the State of Florida. The CONTRACTOR and the COUNTY agree that should a disagreement arise as to the terms or enforcement of any provision of this Agreement, each party will, in good faith, attempt to resolve said disagreement in Contract before filing a lawsuit.

17. 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.

The CONTRACTOR shall utilize the United States 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 do not hire employees and therefore are 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.

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.

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.

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.

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.

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

18. SUBCONTRACTING.

The CONTRACTOR shall not subcontract, assign, or transfer any work under this Contract without the prior written approval of the COUNTY. The CONTRACTOR shall remain, at all times, liable for the proper performance and completion of all work and other services required under this Contract.

19. 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 its interest in this Contract without the prior written consent of the other Party. If 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.

20. CONFLICTS OF INTEREST.

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.

A conflict of interest is any situation in which the CONTRACTOR its employees are in a position to exploit their professional relationship with COUNTY in any way for their personal or corporate benefit. The 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 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. The CONTRACTOR covenants that it presently has no conflict of interest and shall not acquire any direct or indirect interest which shall conflict in any manner or degree with the performance of services required 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.

21. PUBLIC ENTITY CRIMES.

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.

22. SCRUTINIZED COMPANIES LIST.

CONTRACTOR shall provide a fully executed Scrutinized Companies that Boycott Israel List Affidavit in accordance with Section 287.135, Florida Statutes.

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.

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.

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.

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

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.

23. FOREIGN INFLUENCE ON CONTRACTS OR GRANTS.

In order for the County to comply with section 286.101, Florida Statutes, all prospective contractors and grant recipients seeking to contract with the County, or receive a grant from the County, where said contract or grant has a value of $100,000 or more must disclose to the County (1) any current or prior interest of, (2) any contract with, or (3) any grant or gift received from a foreign country of concern (defined as the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, and the Syrian Arab Republic, or an agency or other entity under the significant control of such foreign country of concern) if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous five years. The disclosure is specified below. Within one year before applying for any grant or proposing any Contract, such entity must provide a copy of such disclosure to the Department of Financial Services. Disclosure is not required in certain circumstances, outlined below. A Contract is any agreement for the direct benefit or use of any party to such agreement, including an agreement for the sale of commodities or services. A Gift is any transfer of money or property from one entity to another without compensation. A Grant is a transfer of money for a specified purpose, including a conditional gift. An interest in an entity means any direct or indirect investment in or loan to the entity valued at 5 percent or more of the entity’s net worth or any form of direct or indirect control exerting similar or greater influence on the governance of the entity.

24. INSURANCE and INDEMNIFICATION.

The CONTRACTOR, at its own expense, shall keep in force and at all times maintain during the term of this Contract:

General Liability Insurance: General Liability Insurance issued by responsible insurance companies and in a form acceptable to the COUNTY, with combined single limits for each occurrence of not less than One Million Dollars ($1,000,000) for contractual liability.

Automobile Liability Insurance: Automobile Liability coverage includes coverage for all owned, non-owned, and rented vehicles with a minimum amount of One Million Dollars ($1,000,000) combined with single limits for each occurrence.

Workers' Compensation Coverage: Full and complete Workers' Compensation Coverage shall be provided, as required by State of Florida law.

Professional Liability Coverage: Professional (E&O) Liability must be afforded for negligent or intentionally wrongful acts for not less than Five Million Dollars ($2,000,000) per claim. If any of the required policies provide coverage on a claims-made basis:

1. The retroactive date must be shown before the contract's date or the beginning of the contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completing the contracted work.

3. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the CONTRACTOR must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the contract work.

Cyber Liability Insurance, with limits not less than Five Million Dollars ($5,000,000) per claim Coverage shall be sufficiently broad to respond to the duties and obligations CONTRACTOR has undertaken by this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.

Insurance Certificates: The CONTRACTOR shall provide, within five (5) days of the award, the COUNTY with Certificate(s) of Insurance and applicable endorsement pages on all insurance policies and renewals in a form(s) acceptable to the COUNTY. A certificate of insurance evidencing such coverage must be submitted annually and before the coverage expiration date. Liability Policies shall provide that BREVARD COUNTY, FLORIDA is an additional insured (except with regard to workers' compensation and professional liability). The COUNTY shall be notified in writing of any cancellation of policy or policies at least thirty (30) days prior to the effective date of cancellation. All insurance policies shall be issued by responsible companies that are acceptable to the COUNTY and licensed and authorized under the laws of the State of Florida prior to the coverage expiration date. The CONTRACTOR will not materially alter any of the insurance policies currently in force and relied on in this Contract.

Further, the CONTRACTOR will not reduce any coverage below the amounts specified in this Contract.

Hold Harmless: The COUNTY shall not be deemed to have assumed any liability for the acts, omissions, or negligence of the CONTRACTOR, its agents, its servants, or employees, and the CONTRACTOR specifically accepts responsibility for its acts, omissions, or negligence and for the acts, omissions, or negligence of its agents, servants, or employees, and shall defend and hold the COUNTY harmless from and against the claims of any party arising out of or claimed to arise out of any such acts, omissions, or negligence. The COUNTY and its members, officers, agents, and employees shall be indemnified and held harmless by the CONTRACTOR from any and all claims, debts, costs, liabilities and/or causes of action of every kind or character (whether in law or in equity) by reason of any death, injury or damage to any person or persons, or with respect to damage to or destruction of property of the property of the CONTRACTOR (its agents or employees or of any third person) and from any cause whatsoever arising out of the CONTRACTOR's negligent acts or omissions or intentional misconduct. The CONTRACTOR covenants and agrees to defend, indemnify and save harmless the COUNTY, its members, officers, agents and employees, from any and all such claims, demands, debts, liabilities and causes of action, including attorney's fees and costs through any and all appeals.

25. DISPUTE RESOLUTION.

If the COUNTY objects to all or any portion of an invoice, the COUNTY shall 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 Brevard County Administrative Order AO-33, “Prompt Payment of Invoices” (issued by the County Manager of Brevard County, copy available upon request) and Section 218.76, Florida Statutes.

To the extent the COUNTY requests the CONTRACTOR to perform services that the CONTRACTOR believes are not described in the Contract Documents, or with respect to which there is a disagreement between the Parties as to whether or not the services are already required, 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 perform such service explicitly. 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.

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.

26. TERMINATION.

Termination for Convenience. 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.

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. The CONTRACTOR will complete the work for which the work is incomplete as of the date of the notice if so, directed by the County in writing and provide such records and documentation of such work upon completion.

Termination for Failure to Perform. If the CONTRACTOR fails to perform, the COUNTY will issue a notice of failure to perform to the CONTRACTOR listing the services 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 thirty (30) calendar days from the date the Notice is received to correct such deficiencies described in said notice. If the CONTRACTOR fails to correct such deficiencies to the COUNTY's satisfaction within the stated 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 case, the COUNTY reserves all rights and remedies available, including, but not limited to, the right to recover 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 a termination for the convenience of COUNTY.

Upon Termination for any Reason, the Parties agree that any work satisfactorily completed, or services provided by CONTRACTOR before the date of termination shall become the property of COUNTY. Upon COUNTY's request, CONTRACTOR shall deliver to COUNTY Work Product as may have been accumulated by CONTRACTOR in performing this Contract, whether completed or in process.

Payment on Termination. In the event of termination by the COUNTY, the COUNTY’s sole obligation to the CONTRACTOR shall be payment for those portions of satisfactorily completely performed work previously authorized. The COUNTY shall not be obligated to pay for any services performed after the 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 based on the hours of work performed by CONTRACTOR, or the percentage of work completed as estimated by CONTRACTOR and agreed upon by COUNTY up to the time of termination. In the event of such termination, COUNTY may elect to employ other persons to perform the same or similar services without penalty or other obligation to CONTRACTOR. In the event of deficient professional services, COUNTY shall not pay 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, over the work/costs set forth in the notice issued to the CONTRACTOR and what the County pays the new contractor.

27. FEDERAL TAX ID NUMBER.

The CONTRACTOR shall provide its Federal Tax ID Number to the COUNTY.

28. EMPLOYMENT.

The CONTRACTOR shall not engage the services of any person or persons now employed by the COUNTY, including any department, agency, board, or commission, to provide services relating to this Contract without written consent from the COUNTY.

29. VALIDITY.

The invalidity in whole or in part of any provision of this Contract shall not void or affect the validity of any other provision. 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. NOTICE.

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

COUNTY

Jill Hayes, Budget Director 2725 Judge Fran Jamieson Way, Bldg. C Viera, Fl. 32940

CONTRACTOR

XXXXXXX

31. 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 State court of competent jurisdiction in and for Brevard County, Florida, and the PARTIES AGREE 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 the process being served upon its Florida registered agent.

CONTRACTOR expressly waives removal of any claim or action arising under this Contract to federal court. Specific consideration has been given for these waivers.

32. 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.

33. ENTIRETY OF CONTRACT.

Under the terms of this Contract, the Contract Documents of this Contract include this Professional Services Contract, all Notices to Proceed issued under this Contract, all Modifications to this Contract, all Change Orders, ARPA contract clauses, and any Renewals of the Contract.

This Contract supersedes all prior agreements and negotiations, whether oral or written, respecting such matters.

34. SEVERABILITY.

If a court of competent jurisdiction finds any sentence, provision, paragraph, section, or part thereof 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 Parties' original intent.

35. 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.

36. 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 actions to sign on behalf of and to bind that Party to the obligations stated herein.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their authorized representatives as of the date set forth in the first paragraph of this Contract.

BREVARD COUNTY, FLORIDA

By: ________________________ James P. Liesenfelt, County Manager

Date: _______________________ As Approved: __________________ Reviewed for legal form and content.

for Brevard County:

Assistant County Attorney

VENDOR (TBD)

By: _________________________ Date

STATE OF

COUNTY OF _____________

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this day of , 202 by ________, a corporation authorized to conduct business in Florida, on behalf of the company.

He/she is personally known to me or has produced as identification.

Notary Public Signature Name typed, printed or stamped My Commission Expires: ____________

ATTACHMENT A

PROFESSIONAL FEE STRUCTURE