P-25-009_Express_Select_Services_-_SECTION_V_Sample_Contract.pdf

(“proposal”)SECTION V – CONTRACT FORM

THIS CONTRACT is made this _______ day of _________________, 2019, by and between the JACKSONVILLE TRANSPORTATION AUTHORITY (the “Authority” or the “JTA”), a public body corporate and politic whose principal business address is 100 LaVilla Center Drive, Jacksonville, Florida 32204, and (CONTRACTOR FIRM NAME) (the “Contractor”), a (State of organization) (select: Corporation/Limited Liability Company/Partnership/Limited Partnership/Limited Liability Partnership/Limited Liability Limited Partnership/Non-profit) whose principal business address is (Contractor Address). The Authority and the Contractor may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

W I T N E S S E T H

WHEREAS, the Authority has publicly advertised the Request for Proposals, RFP No. P- 25-009 Express Select Services (as amended, the “RFP” or the “Solicitation”) and the entire Solicitation package is incorporated herein;

WHEREAS, the Contractor has prepared and submitted its Proposal, dated (date of

Contractor's Proposal) (the “Proposal”), which is incorporated herein;

WHEREAS, the Authority has selected the Contractor, in accordance with all applicable laws, to provide the specific scope of work and services (and all other items necessary, proper for, or incidental thereto and as set forth in the Solicitation) that are described in the Scope of Work (“Exhibit A”) and made a part hereof, on the terms herein contained;

WHEREAS, the Contractor hereby represents and warrants to the Authority that the

Contractor is a legal entity organized/incorporated under the laws of the State of (State), is authorized to conduct business in the State of Florida, has taken all entity action necessary with respect to the execution and delivery of its obligations under this Contract and the officer of the Contractor, who has executed and delivered this Contract, is duly authorized with respect thereto;

WHEREAS, the Contractor hereby represents and warrants to the Authority that the Contractor is qualified and responsible regarding the services to be provided hereunder; and each of the officers, employees, and agents of the Contractor who will perform services in connection with this Contract on behalf of the Contractor meet the conditions of this clause; and all individuals performing services are properly licensed when required by law;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Authority and the Contractor do hereby agree as follows:

I.Scope of Work

1. The Contractor hereby agrees to provide the scope of work and perform the services (and provide all other items necessary, proper for, or incidental thereto and as set forth in the Solicitation) that are set forth in the Solicitation and “Exhibit A”. Throughout this Contract, all references to the term “work” include all requirements of the specifications.

2. Performance of Services. All of the services shall be performed by the Contractor and its authorized subcontractors as identified by the Contractor in the Subcontractor Utilization Form (“Exhibit B”). Notwithstanding the use of one or more subcontractors by the Contractor, the Contractor acknowledges and agrees that all of the services performed and to be performed hereunder shall be the sole responsibility of the Contractor, and Contractor hereby agrees that it warrants all such work as if such work had been performed directly by the Contractor.

3. Order of Precedence. All of the terms and conditions of the Solicitation are hereby incorporated herein in full. In the event of a conflict between the terms of any of the following, the more stringent requirement shall apply. If the conflict cannot be resolved by following the most stringent requirement, the following order of precedence shall govern: (1) Section VI of the Solicitation that contains the required clauses for federally-assisted contracts, when applicable;

(2) properly authorized written Contract Amendments; (3) properly authorized Purchase Orders;

(4) this Contract; (5) the Specifications; (6) Special Conditions; (7) the Solicitation Addenda, if any; and (8) the Solicitation. As between the drawings and other specifications, the drawings take precedence over other specifications as to quantity and location and the specifications take precedence over drawings as to quality of materials and workmanship.

4. Review of Work. Any review of the work by the Authority, its other Contractors, or its partner agencies, including the City of Jacksonville, Florida Department of Transportation (FDOT), Federal Highway Administration (FHWA), and Federal Transit Administration (FTA), is for the sole benefit of the Authority. No such review, acceptance, or approval to proceed to the next level of service, nor the payment of any invoice (including the last invoice, release of retainage, or acceptance of final reports or plans and specifications) shall be deemed to constitute:

(1) detailed review or checking of design, details, or accuracy of the Contractor's work; (2) a professional approval by the Authority; or (3) a release of the Contractor from any of the Contractor’s obligations or responsibilities under the Contract, including but not limited to, the accuracy of the plans and specifications. The Authority's review, approval, acceptance of, or payment for any of the services under this Contract shall not constitute a waiver of any of the Authority's rights under this Contract or any cause of action it may have arising out of this Contract.

5. Contract Amendment(s). If any modification to the Contract or a Purchase Order is required, the Parties shall execute an Amendment before the Consultant begins performing any additional or changed tasks associated therewith. Reference herein to the Contract includes all Amendments, if any. The Consultant will only be entitled to adjustments to compensation and/or contract time if such adjustments are included in a Contract Amendment. When possible, all Contract Amendments shall be based upon the previously agreed-to hourly rates or unit costs.

6. Standard of Care. The Contractor shall perform (and cause all subcontractors to perform) all services in a manner that is consistent with the level of reasonable care, skill, judgment, and ability provided by others providing a similar type of service in the same geographic area. The standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Contract, or any document incorporated or referenced herein, including the Solicitation.

7. Personnel. All of the personnel assigned by the Contractor and all subcontractors shall be qualified and authorized under state and local laws to perform the applicable services, whether by appropriate license, registration, certification, or other authorization. The Contractor shall not change its assigned project management staff, delete any of the identified subcontractors, or engage additional companies as subcontractors hereunder, without prior written approval of the Authority. Contractor agrees that it will remove from assignment under this Contract any employee or subcontractor, upon request by the Authority, which may be with or without cause.

Any such removal shall not necessarily reflect on the capability or competence of the individual or entity so removed. Nothing herein shall affect the status or responsibilities of the Contractor as an independent contractor solely responsible for the method, manner, and means chosen by it to perform hereunder.

8. Schedule(s). The Contractor agrees that time is of the essence for the performance of each of the Contractor's obligations hereunder. The Contractor shall complete the work in accordance with the schedule set forth in the Solicitation and provide schedule progress reports, if applicable, in a format acceptable to the Authority and at intervals established by the Authority. The Authority will be entitled at all times to be advised, at its request, as to the status of work being performed by the Contractor and of the details thereof. Either Party may request and be granted a conference. If, at any time prior to completion of the work, the Contractor determines that the work is not progressing according to the schedule, the Contractor shall immediately notify the Authority in writing and shall provide a description of the cause of the delay, the effect on the schedule, and the recommended action to meet the schedule. An extension of time for performance shall be the Contractor's sole and exclusive remedy for any delay of any kind or nature caused by the Authority.

9. Corrections and Clarifications. Upon request by the Authority, the Contractor shall promptly make any revisions or corrections that resulted from any error and/or omission by the Contractor or subcontractors, and shall clarify any ambiguities, without additional compensation.

Acceptance of the work by the Authority shall not relieve the Contractor of the responsibility for subsequent corrections and clarifications. At any time during any phase of work for which the Contractor or any of its subcontractors has performed services for the Authority, or during any phase of work performed by others, based on data furnished by the Contractor to the Authority, the Contractor shall confer with the Authority for the purpose of interpreting the information furnished and/or to correct any errors and/or omissions made by the Contractor or its subcontractors. The Contractor shall perform all services necessary to correct its or its subcontractors’ errors and/or omissions without additional compensation, even though final payment may have been received therefore. If any work or service contains an error, omission, deficiency, or mistake, the Authority may back-charge against the Contractor all reasonable costs incurred in identifying, documenting, and remedying any such error, omission, deficiency, or mistake. Such back-charge amounts may be deducted from any payment(s) due the Contractor. If the payment(s) due the Contractor are not sufficient to cover such amount(s), the Contractor shall pay the difference to the Authority. The Contractor shall be liable, and shall reimburse the Authority, for any and all expenses incurred by the Authority, above those that would normally be experienced if the Contractor’s or its subcontractors’ errors and/or omissions had not occurred.

II.Compensation, Invoices, and Terms of Payment

1. Compensation under this Agreement is not to exceed $XXX,XXX.XX. Any additional costs must be approved by the Authority by way of a fully executed contract amendment.

2. The Contractor shall deliver invoices to the Authority on a monthly basis for the work performed hereunder, in detail sufficient for a proper pre-audit and post-audit thereof. A written progress report, in format and detail approved by the JTA Project Manager, shall accompany each invoice.

3. Truth in Negotiation Certificate. As required by Florida Statutes § 287.055, the Contractor understands and agrees that execution of this Contract by the Contractor shall be deemed to be simultaneous execution of a truth-in-negotiation certificate to the same extent as if such certificate had been executed apart from this Contract. Pursuant to such certificate, the Contractor hereby certifies that the wage rates and other factual unit costs supporting the compensation hereunder are accurate, complete, and current at the time of contracting. The Contractor further agrees that the compensation hereunder shall be adjusted to exclude any significant sums by which the Authority determines the Contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such Contract adjustments shall be made within one (1) year following the end of the Contract.

4. All invoices shall reflect the applicable Contract prices and shall show details of the computation of the amount requested in a form satisfactory to the Authority. Invoices shall be monthly from the first day of the month to the last day of the month and must be submitted not later than the tenth (10th) of the following month. To assist the Authority with annual financial close-out, the Contractor shall also submit an end-of-the-fiscal-year invoice not later than October 10 of each year for all unbilled services, fees, and costs performed through September 30 of that calendar year.

5. Firm Price and Price Escalation or De-Escalation. All prices are to remain firm for a period of one (1) year from the effective date of the contract. The Authority will consider price escalation or de-escalation on prior to the annual anniversary date of the contract effective date. Escalation and de-escalation will be reviewed by the Authority on an item-by-item basis. Contractor may request increases or decreases in price as follows:

Within at least ninety (90) days prior to the expiration of the current term, the Contractor may submit a written request for escalation or de-escalation only on items for which it can no longer honor the awarded price. The request must include the Authority's stock number, if applicable, a brief description of the item, and a new price that will remain firm until the next anniversary date.

The Authority reserves the right to:

a. Grant or decline any request for escalation or de-escalation with or without cause.

b. Request documentation from the referenced parts manufacturer justifying any requested increase. In the event of such request the Authority will only allow the Contractor to increase its contract price by the amount of the actual increase as provided by the parts manufacturer.

c. The justification for the increase shall be based on an average of the previous twelve (12) months of the overall Consumer Price Index (CPI).

Any decision of the Authority to grant or decline a request for price adjustment will be at the Authority’s sole discretion and its decision shall be final. Annual rate adjustments for services will be at the discretion of the Authority.

6. Invoicing for any travel expenses, when authorized by the terms of this Contract and by the Authority's Project Manager, will be in accordance with Section 112.061, Florida Statutes.

7. The general cost principles and procedures for the negotiation and administration, and the determination or allowance of costs under this Contract will be as set forth in the Code of Federal Regulations, Titles 23, 48, 49, Rule Chapter 14-75, Florida Administrative Code, and other pertinent federal and state regulations, as applicable, with the understanding that there is no conflict between state regulations and federal regulations in that the more restrictive of the applicable regulations will govern.

8. Records of costs incurred under the terms of this Contract shall be maintained by the Contractor and upon written request, made available to the Authority at all times during the period of this Contract and for five (5) years after final payment is made for the work pursuant to this Contract. Copies of these documents and records shall be furnished to the Authority upon request.

9. Records of costs incurred will include: (1) the Contractor's general accounting records and project records; (2) supporting documents and records of the Contractor and all subcontractors within the scope of this Contract; and (3) all other records related to the Contract that are considered necessary by the Authority for a proper audit of costs.

10. The Authority will have the right to retain, out of any payment due the Contractor under this Contract, an amount sufficient to satisfy any amount due and owing to the Authority by the Contractor on this Contract or any other agreement between the Contractor and the Authority. The Authority may withhold payment on any invoice in accordance with the Liquidated Damages provision, if any, or if none, the Authority may withhold the amount of its actual damages when the Contractor is in default under any provision of this Contract, or when the Authority determines that the schedule cannot be met, and an extension of time is not warranted. The Authority may also withhold payment when payment from the Contractor is due in connection with indemnification or any other agreement between the Contractor and the Authority. This right to withhold payments will continue until such time as the Authority has been made whole.

11. All invoices requesting payment for subcontractor's services, supplier's services, reimbursable items, or expense items, must have copies of actual invoices or receipts attached which support the amounts invoiced, in such form and with such supporting detail as the Authority may require.

12. The Authority shall have the right, but not the obligation, based upon sworn statements of accounts from the subcontractors, and in accordance with the Contractor's written request, to pay a specific amount directly to a subcontractor. In such event, the Contractor agrees that any such payments shall be treated as a direct payment to the Contractor’s account.

13. The Authority shall make payments to the Contractor based upon the approved invoices and supporting documentation and deliverables within thirty (30) days of the receipt by the Authority of a complete invoice. All invoices shall be sent to the attention of the Accounts Payable Office at accountspayable@jtafla.com, and shall include back-up documentation as required by the Authority, including the applicable Contractor Request for Payment Form (“Exhibit C”).

Invoice payment requirements do not start until a properly completed invoice is provided to the Authority. If an invoice is not approved, in whole or in part, the Authority will inform the Contractor of the issue and Contractor will not be paid until the issue has been resolved to the satisfaction of the Authority.

14. When the project requires DBE participation, a copy of the invoice and all supporting DBE documentation must be emailed to DBE1@jtafla.com. Failure to submit required DBE documentation may result in a delay in payment. Details of the required DBE supporting documentation are included in section 13, paragraph 5 herein.

15. Prompt Payment Discounts. Discounts for early payment may be offered either in the original Proposal or on individual invoices submitted under the Contract. Discounts that are included in the Proposal become a part of the Contract and are binding on the Contractor for all invoices submitted under the Contract. If the Contractor has offered a prompt payment discount, the Authority will only apply discounts that equal or exceed two percent (2%) of the invoice amount, for payments that are made between ten (10) and twenty-nine (29) days after the Authority's receipt of a complete, acceptable invoice. For purposes of this paragraph, time shall be computed from the date the invoice was received by the Authority and payment shall be considered to have been made on the date which appears on the payment check.

16. All compensation for services under a particular work or Purchase Order is subject to and contingent upon the availability of the federal, state, and/or local funding source that is applicable to the work or Purchase Order.

17. The acceptance of final payment by the Contractor shall be a full release of the Authority and its members, officers, agents, and employees for any and all claims arising out of or relating to this Contract. The Contractor hereby waives all indirect, incidental, special, and consequential damages in any proceeding arising out of or relating to this Contract.

18. Review of Pay Applications. If the Scope of Work requires the Contractor to review contractor’s pay application(s) to ensure that the percentage of work claimed by the contractor to be complete has actually been completed, the Contractor shall have five (5) days from the time of receipt of such pay application(s) to comment or approve and return same to the Authority.

mailto:DBE1@jtafla.com

III.Ownership of Documents and Inspection of Work

1. Contractor shall promptly and fully disclose to JTA any copyrightable, patentable, and/or trademarkable material prepared in whole or in part during the term of this Contract and which relates, directly or indirectly, to the Scope of Work and will be considered “work for hire” and the copyright, patent, and/or trademark shall at all times be vested in JTA.

2. All correspondence, documents, drafts, data compilations and tabulations, research, analysis, plans, reports, and work product of any kind, in any medium, submitted to or prepared by or for the Contractor in connection with the Contract, are the sole property of the Authority and shall be scanned into electronic format and provided to the Authority in an indexed, logical, searchable format on computer Compact Disks (CDs) or other format acceptable to the Authority.

Such correspondence must be provided to the Authority within thirty (30) days of the close-out of the assigned project and must be received before the Authority will release final payment to the Contractor. The original documents shall be maintained by the Contractor for a period of five (5) years after the completion of final payment by the Authority, or longer if required by law.

Thereafter, or upon termination of this Contract for any reason, such records shall immediately be delivered to the Authority.

3. The Authority will have the right to visit the Contractor's site for inspection of any materials or any part of the Contractor's work at any time during reasonable work hours. In addition to the inspection and audit rights set forth herein, the Authority, its agents, and employees may perform inspections of the work at any reasonable time and at any stage of production. Such inspection or failure to inspect on any occasion shall not affect the Authority's rights, or the Contractor's obligations, under warranty or other provisions of this Contract, nor shall such inspection be deemed acceptance of services.

IV.Term of Contract and Termination

1. This Contract shall commence upon the date first stated above and shall be effective for five (5) years with the Authority having the option to renew the Contract for five (5) additional years. Or until terminated in accordance with the following Paragraphs.

2. Termination for Cause. The Contractor shall be considered in default of the Contract and such default will be considered as cause for the Authority to terminate the Contract, in whole or in part, for any of the following reasons, if the Contractor:

a. Fails to begin the work under the contract within the time specified in the "Notice to Proceed,'' or

b. Fails to perform the Work, or fails to maintain adequate progress towards completion of the work, or fails to provide sufficient workers, equipment and/or materials to assure completion of work in accordance with the terms of the Contract, or

c. Performs the work unsuitably or neglects or refuses to remove materials or to perform anew such Work as may be rejected as unacceptable and unsuitable, or

d. Discontinues the execution of the work, or

e. Fails to resume work which has been discontinued within a reasonable time after notice to do so, or

f. Becomes insolvent or is declared bankrupt, or commits any act of bankruptcy or insolvency, or

g. Allows any final judgment to stand against the Contractor unsatisfied for a period of 10 days, or

h. Makes an assignment for the benefit of creditors, or

i. Fails to carry out the requirements of the Authority's DBE Participation Program, or

j. If at any time the Surety executing the bond is determined by the Authority to be unacceptable and the Contractor fails to furnish an acceptable substitute Surety within ten

(10) days after notice from the Authority. This ten (10) day notice and cure period is in lieu of the seven (7) day period set forth below, or

k. For contracts that exceed One Million Dollars ($1,000,000.00), Authority may terminate this Contract if the Contractor is found to have submitted a false certification or has been placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or

l. For any other cause whatsoever, fails to carry on the work in an acceptable manner, or

m. For any other cause explicitly provided for in this Contract as a cause for termination.

Should the Authority consider the Contractor in default of the Contract for any reason above, the Authority shall immediately give written notice to the Contractor and the Contractor's surety as to the reasons for considering the Contractor in default and the Authority’s intentions to terminate the Contract. If the Authority terminates the Contract for one of the reasons stated above, the Contractor shall not be entitled to receive further payment until the terminated work is completed.

If the Contractor or Surety, within a period of 10 days after such notice, does not proceed in accordance therewith, then the Authority will have full power and authority without violating the Contract, to take the execution of the terminated work out of the hands of the Contractor. The Authority may appropriate or use any or all materials and equipment that have been mobilized for use in the work and are acceptable and may enter into an agreement for the completion of the terminated work according to the terms and provisions of the Contract, or use such other methods as in the opinion of the Authority or the Authority’s authorized representative will be required for the completion of the terminated work in an acceptable manner, including, but not limited to accepting assignment of any or all Subcontracts and finishing the terminated Work by whatever reasonable method the Authority may deem necessary..

If the Contractor is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel, the Authority may terminate this Contract for cause and without the opportunity to cure, or for Contracts of One Million Dollars ($1,000,000.00) or more, the Authority may terminate this Contract for cause and without the opportunity to cure if the Contractor is found to have submitted a false certification or has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or is engaged in business operations in Cuba or Syria.

All costs and charges incurred by the Authority, together with the cost of completing the work under the Contract, including compensation for the any designer’s or the Authority’s authorized representative’s services and all other expenses made necessary thereby, will be deducted from any monies due or which may become due the Contractor. If such expense exceeds the sum which would have been payable under the Contract, then the Contractor and the Surety shall be liable and shall pay to the Authority the amount of such excess. Termination of the Contract, or a portion thereof, shall neither relieve the Contractor of its responsibility for the completed work nor shall it relieve its Surety of its obligation for and concerning any claim arising out of the work performed. If only a portion of the work is terminated, the Contractor shall continue to complete the remaining portions of the work that was not terminated in accordance with the Contract. The Contractor’s obligations to the Authority arising from the Contractor’s improper acts, omissions, or defaults shall survive the termination of this Contract. The duties and obligations imposed by the Contract and the rights and remedies available hereunder are in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or available by law.

3. Termination for Convenience.

a. The Authority may, by written notice, terminate this Contract or the work performed hereunder, in whole or in part at any time, for the Authority’s convenience or because of failure to fulfill the Contract obligations. Such action will be without prejudice to any other right or remedy of the Authority. Upon receipt of such notice, all services, work, and orders for materials or services associated with the terminated work must be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing the terminated work, whether completed or in progress, shall be delivered to the Authority.

b. If the termination is for the convenience of the Authority, an equitable adjustment in the Contract price will be made the portion of the work that was terminated as set forth in this Section, and, the Contractor shall be paid for:

1. the reasonable actual cost for the portion of all Work that was terminated and which was fully completed under the Contract and accepted by the Authority, based upon the approved Schedule of Values and/or Unit Price Schedule.

2. the reasonable actual cost for the portion of all Work that was terminated and which was fully completed under the Contract and accepted by the Authority, based upon the Offeror’s Proposal if the Proposal contained line item pricing for all or a portion of the terminated Work. The amount of equitable adjustment for such Work shall not exceed the amount for that line item.

3. at the sole option of the Authority, the reasonable actual cost of acceptable materials or equipment obtained or ordered by the Contractor for the portion of the Work that was terminated prior to the date notice of Authority’s termination for convenience is served and which are not incorporated in the Work, as shown by receipted bills and actual cost records at such points of delivery as may be designated by the Authority.

4. at the sole option of the Authority, the reasonable actual cost of bonafide irrevocable orders made for the portion of the Work that was terminated prior to the date notice of Authority’s termination for convenience is served for materials and equipment but not yet delivered to the Project site. However, such materials and equipment must be delivered to the Authority to a site or location designated by the Authority prior to release of payment for such materials and equipment.

Any request for equitable adjustment shall be subject to the limitations of the Scope of Work and supported by actual invoices, time sheets, and other documentation of the actual costs incurred. The Contractor shall substantiate its request for payment in accordance with the requirements of the Contract.

There is no entitlement to anticipatory profits or revenue or other economic loss arising out of or resulting from Authority’s termination, for any reason, unless explicitly agreed to, in writing, by the Authority as part of a final Contract Amendment that fully resolves all outstanding issues on the Project.

c. If the termination is due to failure to fulfill the Contractor's obligations, the Authority may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Contractor is liable to the Authority for any additional cost occasioned to the Authority thereby.

d. If, after notice of termination for failure to fulfill Contract obligations, it is determined that the Contractor had not so failed, the termination will be deemed to have been effected for the convenience of the Authority. In such event, adjustment in the Contract price will be made as provided in paragraph b of this clause.

e. The rights and remedies of the Authority provided in this clause are in addition to any other rights and remedies provided by law or under this Contract. The Contractor shall proceed to complete any part of the Work, as directed by the Authority, and shall attempt to settle all Subcontractor/Supplier claims and obligations under the Contract with the Authority. Subject to the limitations in the Scope of Work, the Contractor shall be compensated by the Authority for the Contractor's reasonable costs actually expended and profit earned on Work that has been fully completed and accepted by the Authority.

f. If only a portion of the Work is terminated, whether for convenience or for cause, the Contractor shall continue to complete the remaining portions of the Work that were not terminated in accordance with Contract. Termination of the Contract, or a portion thereof, shall neither relieve the Contractor of its responsibility for the completed Work nor shall it relieve its Surety of its obligation for and concerning any claim arising out of the Work performed.

V.Records and Audit

1. The Contractor agrees to maintain appropriate records, including both electronic and traditional paper files, with respect to work performed and other items reimbursable hereunder, and such records shall be supported by payrolls, invoices, vouchers, and other documents evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, and other documents pertaining in whole or in part to the work shall be clearly identified, readily accessible, and to the extent feasible, kept separate and apart from all other such documents not related to the work. The Contractor’s records include but are not limited to the following: accounting records (including monthly job cost detail, detailed job cost history, monthly labor distribution detail, total job labor distribution, daily foreman reports, daily superintendent reports, detailed subcontract status reports, executed subcontracts, subcontract change orders and all documentation supporting all job costs, such as subcontractor payment applications, vendor invoices, internal cost charges), written policies and procedures, time sheets, payroll registers, payroll records, cancelled payroll checks, subcontract files (including proposals of successful and unsuccessful bidders, bid recaps and negotiation notes), original estimates, estimating work sheets, correspondence, change order files (including documentation covering negotiated settlements), backcharge logs and supporting documentation, the general ledger for the project along with all supporting data, information detailing cash and trade discounts and rebates earned, insurance rebates and dividends, documents described in the Scope of Work and any other data or evidence deemed necessary by the Authority or that may have a bearing on matters of interest to the Authority.

2. The Contractor shall provide access to Contractor’s records and reports in accordance with the following which are incorporated herein by reference: 49 U.S.C. 5325, 2 CFR part 1201, and 49 CFR 633.17, as applicable.

3. The Contractor shall permit the Authority, the FDOT, the FHWA, the FTA, the State of

Florida, the U.S. Government, and the authorized representatives of these agencies to inspect and audit all technical and economic Project data and records of the Contractor relating to its performance and its subcontracts under this Contract from the date of Contract through and until the expiration of five (5) years after completion or termination of the Contract, or longer if required by law, and except in the event of litigation or settlement of claims arising from performance of this Contract, in which case the Contractor agrees to maintain same until all said and affected agencies and their authorized representatives have disposed of all such litigation, appeals, claims, or exceptions related thereto.

4. The Contractor shall provide, upon receipt of reasonable notice, free access to its books and records by the proper officers and representatives of the Authority, the FDOT, the FHWA, the FTA, the State of Florida, the U.S. Government, and the authorized representatives of these agencies during reasonable business hours. The said agencies and their authorized representatives may (without limitation) conduct verifications such as counting employees on the Project witnessing the distribution of payroll, verifying information, and amounts through interviews and written confirmations with Contractor employees, field and agency labor, Subcontractors, and suppliers. Further, the said agencies and their authorized representatives shall have the right, pursuant to an inspection, to review, audit, reproduce, or copy excerpts and transcriptions therefrom as necessary, and to inspect all work data, documents, proceedings, and activities related to this Contract. The Contractor shall include provisions similar to this Paragraph in all its subcontracts insurance contracts, and supplier contracts, including, but not limited to, the additional provisions of allowing the Contractor, the Authority, the FDOT, the FHWA, the FTA, the State of Florida, the U.S. Government, and the authorized representatives of these agencies equal access to subcontractors' books and records. Such requirements will also apply to Sub-subcontractors and Subcontractors’ Suppliers. The Contractor will cooperate fully and will cause all of the Contractor's Subcontractors (including those entering into lump sum Subcontracts) to cooperate fully in furnishing or in making available to Authority from time to time whenever requested in an expeditious manner any and all such information, materials and data.

VI.Conflict of Interest

1. The Contractor shall not promise any employee of the Authority, whose duties include matters relating to or affecting the subject matter of this Contract, compensation of any kind or nature from the Contractor, while such employee is employed by the Authority, or for one (1) year thereafter.

2. The Contractor affirms that it will not take part in any activities that will be a conflict of interest with the Authority or that would appear to compromise the integrity of the Authority. The Contractor shall provide written notice to the Authority immediately upon occurrence or first identification of any potential conflict of interest situation.

3. Upon request by the Authority, the Contractor shall execute any Conflict of

Interest Certification that may be required.

VII.Debarred Proposers

The Contractor has a continuing obligation to inform the Authority whether it is or has been placed on any debarred, suspended, or excluded parties list maintained by the United States Government or the State of Florida. Should the Contractor, including any of its officers or holders of a controlling interest, be included on such a list during the performance of this Contract, the Contractor shall immediately inform the Authority. This obligation must be included in all subcontracts.

VIII.Indemnification

1. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the

Authority and its Board of Directors, officers, agents, and employees, from all claims, liabilities, damages, losses, and costs, including but not limited to reasonable attorneys' fees (and other legal costs such as those for paralegal, investigative, legal support and the actual costs incurred for expert witness testimony), to the extent caused in whole or in part by the acts, errors, omissions, negligence, recklessness, or willful misconduct of the Contractor, one of its Subcontractors, any persons or entities directly or indirectly employed or utilized by the Contractor, its Subcontractor, or anyone for whose acts they may be liable, in the performance of this Contract. This indemnification obligation includes any penalties or fines assessed by any federal, state, or local agency, as well as any other costs to the Authority, such as investigation and security training, incurred as a result of any violation of federal, state, or local regulations by the Contractor, its Subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. The Contractor shall also defend, indemnify, and hold harmless the Authority and its members, officers, agents and employees against any assertion of claims for failure of payment, or failure to provide appropriate bonds, made by Subcontractors or material Suppliers, and against any assertions of security interests by Suppliers of goods, services or materials. The Contractor’s indemnification obligation shall also extend to all claims, demands, expenses, and costs asserted by third parties arising from Contractor’s failure to perform strictly in accordance with this Contract, including, without limitation, any delays to the project. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist.

2. The indemnification obligations of this Contract shall not be limited or reduced by Liquidated

Damages that may be assessed against the Contractor or by a limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor, a Subcontractor, or Subcontractor under workers' compensation acts, disability benefits acts, or other employee benefit acts. The Authority’s right to indemnification is in addition to and not in lieu of any other right, obligation, or remedy under the Contract or applicable law, including, without limitation, the Authority’s ability to assess Backcharges and Liquidated Damages.

3. The indemnification provisions shall survive the expiration or termination of this Contract. The

Authority may seek indemnification at any time.

4. In the event applicable law renders any provision of this Article void or unenforceable, then then the following indemnification obligations shall apply to the extent such provision is deemed void: Contractor shall indemnify and hold harmless the Authority, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor and persons employed or utilized by the Contractor in the performance of the Contract.

IX.Disputes, Defaults and Remedies

1. Upon a breach of any of the obligations of the Contractor or the Authority hereunder, the non-breaching Party shall have all of the rights and remedies provided under law including those referenced in 2 CFR part 1201, Super Circular 2 CFR Part 200 and FTA Circular 4220.1F, as revised, as well as those rights and remedies specified elsewhere in this Contract.

2. During any dispute, unless otherwise directed by the Authority, the Contractor shall continue to diligently perform the work while matters in dispute are outstanding, unless a Notice of Termination has been issued by the Authority.

3. Should the Contractor suffer injury or damage to person or property because of any act or omission of the Authority, or any of the Authority’s employees, agents, or others for whose acts the Authority is legally liable, a claim for damages therefore shall be made in writing to the Authority within fourteen (14) days after the first observance of such injury or damage. The failure to timely submit a written claim shall result in a waiver the Contractor's claim.

4. Disputes arising in the performance of this Contract shall be decided in writing by the Authority's Vice President of Administration, and the decision rendered shall be final and conclusive for the Authority.

5. Mandatory Mediation. All disputes arising out of or relating to the Contract shall be subject to mandatory pre-suit mediation under the auspices of a mediator to be selected by the Parties.

Mediation must occur before a lawsuit is filed. Discovery prior to the scheduled mediation shall be limited to one (1) request for production of documents and two (2) depositions per Party not exceeding eight (8) hours total time per deposition. Each Party shall equally bear the costs of mediation and shall be solely responsible for its own attorneys’ fees and other legal costs prior to and during the mediation process. In the event the case does not settle at mediation, the Parties may re-depose either or both witnesses on non-repetitive matters. The Contractor acknowledges that the Authority may not have present at any such mediation a person or persons authorized to bind the Authority. If the mediation fails to produce a settlement, and the amount in controversy is below Seventy-Five Thousand Dollars ($75,000.00), the Parties may agree to submit the dispute to fast-track arbitration with an AAA arbitration panel.

X.Insurance

1. The Contractor shall, at its own expense, procure and maintain throughout the duration of this Contract, the types and amount of insurance coverage, limits, and endorsements conforming to the minimum requirements set forth herein and in the Solicitation. The Contractor shall not commence work until the required insurance is in force and the Certificate of Insurance has been provided to and approved by the Authority. The insurance policies must include the Authority as an Additional Insured in the General Liability and Commercial Auto policies and must include a provision allowing for a minimum of thirty (30) days WRITTEN NOTICE OF CANCELLATION OR ADVERSE MATERIAL CHANGE to be provided to the Authority for all coverages. Until such insurance is no longer required by this Contract, the Contractor shall provide the Authority with renewal/replacement evidence of insurance at least thirty (30) days prior to the expiration of termination of such insurance. Said insurance shall be written by an insurer who holds a current certificate of authority pursuant to Chapter 624, Florida Statutes, and who has a most recently published rating by A.M. Best & Company of “A” or better. The insurance requirements contained herein, as well as the Authority's review or acceptance of insurance maintained by the Contractor, is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by the Contractor under this Contract.

2. Minimum Insurance Requirements. Contractor shall maintain limits no less than:

i. Commercial General Liability Insurance. The contractor shall indicate whether the coverage is provided on a claims-made or occurrence basis. The minimum limits of insurance shall include the following:

a) Premise/Operations

b) Personal and Advertising Injury

c) CGL policy not endorsed with exclusion – Products/Completed

Operations Hazard (CG2104)

d) CGL policy not endorsed with exclusion –Damage to Work performed by Subcontractors on Your Behalf (CG2294 or CG2295)

e) CGL policy not endorsed with exclusion – Explosion, collapse and underground property damage (CG2142 or CG2143)

f) CGL policy not endorsed with Contractual Liability Limitation

Endorsement (CG2139) or Amendment of Insured Contract Definition

(CG 2426)

g) CGL policy not endorsed with Exclusion – Damage to Premises Rented to you (CG2145)

$2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $ 300,000 Fire Damage

ii. Business Automobile Liability Insurance: The minimum limit shall be $1,000,000 per accident for bodily injury or property damage. The insurance shall include coverage for the following:

a. Owned/Leased Autos

b. Non-Owned Autos

c. Hired Autos

iii. Professional Liability Insurance: The minimum liability limit shall be $1,000,000 per claim and $1,000,000 General Aggregate. Such insurance shall cover liability for errors and omissions in the performance of professional services, as set forth herein, to the extent caused in whole or in part by the acts, errors, or omissions, negligent or otherwise, of the Contractor, its employees, agents, or representatives, or the acts, errors, or omissions, negligent or otherwise, of any subcontractors, or subcontractor’s employees, agents, or representatives. Professional Liability Coverage shall be provided on an Occurrence Form or a Claims-Made Form with a retroactive date equal to or prior to the date of this Contract with a three (3) year reporting option beyond the annual expiration date of the policy.

iv. Workers' Compensation and Employer's Liability Insurance: Workers' Compensation statutory limits as required by Chapter 440, Florida Statutes and any applicable Federal or state Law.

Part Two of the Standard Workers’ Compensation Policy shall include the following minimum limit of liability:

$500,000 Each Accident Bodily Injury by Accident $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee Bodily Injury by Disease

v. Umbrella/Excess Liability: All referenced coverages must be included in the schedule of underlying coverages (except Professional Liability and Workers' Compensation). This coverage will be no more restrictive than the underlying coverages and shall have a minimum $2,000,000 Each Occurrence/ $2,000,000 General Aggregate Limit of Liability.

vi. Pollution Insurance: Pollution Insurance must be obtained in an amount not less than $1,000,000 and shall be maintained by any Contractor performing environmental and/or other investigations involving excavation, drilling, or other site disturbance activities.

3. Deductibles and Self-Insured Retentions. Deductibles and self-insured retentions up to $25,000 are acceptable to the Authority for work under this Contract. Any deductible above $25,000 must be approved in writing by the Authority prior to entering into this Contract and shall be clearly stated on the Certificate of Insurance. If the deductibles and self-insured retentions are not acceptable to the Authority, the Contractor shall procure a letter of credit or other evidence of financial responsibility guaranteeing payment of losses, related investigation, claim administration, and defense expenses.

4. Other Insurance Provisions.

a. Commercial General Liability, Automobile Liability Coverages:

i. The Authority, members of its Board of Directors, committees, officers, agents, employees, and volunteers are to be included as Additional Insureds with respect to liability arising out of: activities performed by or on behalf of the Contractor; products and completed operations of the Contractor;

premis…