Y26-801_Draft_Contract-Final.docx

CONTRACT # Y26-801

This Contract is made as of the ___ day of _____ 2026 by and between Orange County, a Political Subdivision of the State of Florida, by and through its Board of County Commissioners, hereinafter referred to as the COUNTY, and ________________., [ ] a corporation authorized to do business in the State of Florida, hereinafter referred to as the CONTRACTOR, whose Federal I.D. number is _______________.

In consideration of the mutual promises contained herein, the COUNTY and the CONTRACTOR agree as follows:

1. SERVICES

The CONTRACTOR’S responsibility under this Contract is to provide design build services to design, engineer, purchase and install a floating solar array at ____________, as more specifically set forth in the Scope of Work detailed in Exhibit “A”, in accordance with the responses provided by CONTRACTOR in response to RFP ___________ (the “Work”) at _____________________(“Site”).

The COUNTY’S Project Administrator during the performance of this Contract shall be _____________, telephone no. (407) _____________.

ARTICLE 1 SCHEDULE

The CONTRACTOR shall commence services on _______________, and complete all services by ________________. Reports and other items shall be delivered or completed in accordance with the detailed schedule set forth in the Specifications/Scope of Work. A construction schedule will be provided with the GMP.

ARTICLE 2 PAYMENTS TO CONTRACTOR

A. The CONTRACTOR agrees to perform the Work for a total not to exceed amount of _____________________________Dollars ($ ) (“Contract Amount”). This Contract Amount includes an Contingency of $____________. Disbursement of any portion of the Contingency requires written authorization from the COUNTY through a Change Order.

The CONTRACTOR will bill the COUNTY on a monthly basis, or as otherwise provided, at the amounts set forth in the Guaranteed Maximum Price (“GMP”) attached hereo as Exhibit “B” for services rendered toward the completion of the Scope of Work. The project to be constructed hereunder is expected to qualify for federal tax credits under Section 48E of the Tax Code. Where incremental billing for partially completed items is permitted, the total incremental billings shall not exceed the percentage of estimated completion as of the billing date.

B. On the fifth (5th) day of each month, the CONTRACTOR shall submit to the Project Administrator for review the County’s standard Application for Payment form filled out and signed by the CONTRACTOR covering the Work completed as of the date of the Application and supported by such data as the __________ may reasonably require.

C. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the application for payment shall also be accompanied by such supporting data, satisfactory to the Project Administrator, as shall establish the County’s title to the material and equipment and protect its interest therein, including applicable insurance, partial consent of Surety, and detailed inventory listing of stored material. Each such request shall include the submittal by the CONTRACTOR of:

A detailed, itemized inventory listing the material stored at the Site or off- Site for which payment is requested; and Documentation to indicate and substantiate the cost or value attributed to the items included in the stored material inventory list.

Failure to provide proper supporting documentation may subject the Application for Payment to rejection. All Applications for Payment shall be subject to the retainage percentage specified in the GMP.

D. Final Invoice: In order for both parties herein to close their books and records, the CONTRACTOR will clearly state “final invoice” on the CONTRACTOR’S final/last billing to the COUNTY. This certifies that all services have been properly performed and all charges and costs have been invoiced to Orange County. Since this account will thereupon be closed, any and other further charges if not properly included on this final invoice are waived by the CONTRACTOR.

E. Owner Direct Purchase Program. The Owner may utilize the Owner Direct Purchase program (ODP) to the extent reasonable and practical for this Project including ODP of GMP subcontractor bid packages if in the best interest of the Owner. Particular emphasis will be placed on the selection, purchase, and delivery of specific equipment and material purchases to facilitate the construction schedule. The CONTRACTOR, as a condition of this scope of services, shall review the necessary technical documentation to support the County Project Team as required to facilitate the purchase of equipment and material.

F. Tax Credits. The parties acknowledge that the solar energy system installed under this Agreement may qualify for federal, state or local tax incentives, including, but not limited to incentives under section 48E fof the Tax Code. Title to the solar energy system shall transfer to the COUNTY upon installation and final payment. The COUNTY shall be deemed the owner of the system for all tax and regulatory purposes, including eligibility for any renewable energy tax credits, rebates or incentives. For purposes of claiming applicable tax credits, the system shall be deemed “placed in service” upon completion of installation and successful interconnection with the utility as certified by Orlando Utilities Commission.

G. Foreign Entity of Concern.CONTRACTOR certifies that CONTRACTOR is not a Foreign Entity of Concern (FEOC) and that no more than fifty percent (50%) of the Project be sourced from a Prohibited Foreign Entity (PFE) or FEOC,. In order to verify that no more than fifty percent (50%) of this Project is sourced from a PFE or FEOC, CONTRACTOR will be required to certify where each item of equipment incorporated into the Project originated and provide such certification to COUNTY prior to final payment under this Contract.

H. Build America, Buy America (BABA) The CONTRACTOR shall comply with the Build America, Buy America Act.

All iron, steel, manufactured products, and construction materials permanently incorporated into the Work must be produced in the United States, meaning:

1. Iron and Steel: All manufacturing processes, from the initial melting stage through the application of coatings, occur in the United States.

2. Manufactured Products: The product must be manufactured in the United States and the cost of domestic components must be greater than 55% of the total component cost, unless an alternative threshold applies.

3. Construction Materials: All manufacturing processes for construction materials occur in the United States.

Waivers.

No foreign-sourced iron, steel, manufactured products, or construction materials may be incorporated into the Work unless the Federal awarding agency or pass-through entity issues an approved waiver in accordance with applicable law. The Contractor shall not assume a waiver will be granted. The Contractor is responsible for preparing and submitting all justification materials required for waiver consideration.

Documentation and Verification.

The Contractor shall maintain product origin documentation, mill certificates, supplier certifications, and related records and shall provide such documentation to the Owner upon request. The Contractor shall include this clause in all subcontracts and purchase orders at any tier where BABA-covered materials may be furnished or installed.

ARTICLE 3 CONTRACTOR RESPONSIBILITIES

A. CONTRACTOR shall perform all design and construction services, and provide all material, equipment, tools, and labor, necessary to complete the Work described in and reasonably inferable from the Scope of Work, in accordance with the drawings and specifications produced by CONTRACTOR and agreed to by COUNTY (“Project Drawings and Specifications”) and as elaborated in the specification of Request for Proposals No.: ________________ which is made a part of this Contract as completely as if set forth herein.

B. In fulfilling its obligations under this Contract, the CONTRACTOR shall employ architects and engineers of the appropriate specialties for proper preparation of the Project Drawings and Specifications, including structural, mechanical, electrical, soils, civil and such other specialties as are reasonably required. All such professional services shall be performed by appropriately State of Florida licensed personnel. The CONTRACTOR takes responsibility for the proper performance of such architectural and engineering services.

C. CONTRACTOR will provide all appropriate surveys as provided in the Scope of Work.

D. Labor, Materials, and Equipment. The CONTRACTOR shall provide competent, suitable, qualified personnel to lay out the Work and perform construction as required in order to complete the Scope of Work. The CONTRACTOR shall at all times maintain good discipline, safety, and order at the Site. The CONTRACTOR shall furnish and assume full responsibility for all materials, equipment, labor, transportation, construction equipment, and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and any incidentals necessary for the execution, testing, initial operation, and completion of the Work.

All materials and equipment shall be new except as otherwise provided in the Project Drawings and Specifications. If required by the Project Administrator, the CONTRACTOR shall furnish satisfactory evidence as to the kind and quality of materials and equipment furnished.

All materials and equipment shall be stored, applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, or processors except as otherwise provided herein or in the Project Drawings and Specifications.

E. Payment And Performance Bonds.The CONTRACTOR shall execute and deliver to the COUNTY Payment and Performance Bonds included herein as security for the faithful performance and completion of the Work and payment for all materials and labor furnished or supplied in connection with all Work included in the Contract. The amount of such Bonds shall be equal to the GMP attached hereto as Exhibit “B”, shall name the COUNTY as obligee, and shall be in such form and by sureties of financial standing having a rating from A.M. Best Company (or other equivalent rating company) equal to or better than A- and must be included on the approved list of sureties issued by the United States Department of Treasury. The COUNTY may require the CONTRACTOR to furnish such other Bonds, in such form and with such sureties as it may require. If the GMP is increased by Change Order, it shall be the CONTRACTOR’s responsibility to ensure that the Payment and Performance Bonds be amended accordingly and a copy of the amendment is forwarded to the County.

If the Surety on any bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated in any State where any part of the Work is located or it ceases to meet the requirements imposed by the Contract, the CONTRACTOR shall within five (5) Calendar Days thereafter substitute another Bond with another Surety both of which shall be acceptable to the COUNTY.

The CONTRACTOR shall record the payment and performance bonds in Orange County public records as required by Section 255.05, Florida Statutes. Before commencing the Work, the CONTRACTOR shall provide to the Manager of the Procurement Division a certified copy of the recorded bonds. No payment will be made to the CONTRACTOR until the CONTRACTOR has provided a copy of the recorded bonds.

F. Use of Premises. The CONTRACTOR shall secure and confine the equipment, the storage of materials and equipment, and the operations of its workers to the areas permitted by laws, regulations, permits or the Project Drawings and Specifications and shall not unreasonably encumber the Site with materials or equipment. The CONTRACTOR shall confine the operation of workers and equipment, and the storage of materials and equipment, to the COUNTY’s property or to other non-County property or in public right-of-way areas indicated on the Project Drawings and Specifications as including Work to be done pursuant to the Scope of Work.

G. Cleaning Up. The CONTRACTOR shall keep the Site and all areas adjacent to the Site free from accumulations of waste materials, rubbish, and other debris resulting from the Work. At the completion of the Work the CONTRACTOR shall remove all waste materials, rubbish, and debris from and about the premises as well as all tools, construction equipment and machinery, and surplus materials, and shall leave the Site clean and ready for occupancy by the COUNTY.

The CONTRACTOR shall restore those portions of the Site not designated for alteration by the Contract Documents to their original or better condition. If at any time during construction of this Project, the CONTRACTOR fails to clean up on a daily basis, the COUNTY may do so. All costs associated with the COUNTY’s cleanup activities on behalf of the CONTRACTOR shall be deducted from amounts due to the CONTRACTOR.

H. Progress Meetings. CONTRACTOR shall attend all project meetings and provide progress reports as indicated in the Scope of Work.

I. The Scope of Work may be expanded or reduced at the discretion of the COUNTY to either include or remove any one or more services.. These services are described herein, as required by Project needs.

J. Hurricane and Disaster Preparedness.

1. During such periods of time as are designated by the United States Weather Bureau as being a hurricane warning or alert, the CONTRACTOR, except as specified below, shall take all reasonable precautions necessary to secure the Site in response to all threatened storm events, regardless of whether the COUNTY has given notice of same.

2. Any costs to repair damage to the Site caused by the CONTRACTOR’s failure to take such reasonable and necessary precautions to secure the Site shall be the sole responsibility of the CONTRACTOR.

3. Compliance with any specific hurricane warning or alert precautions will not constitute additional Work.

4. Suspension or delay of the Work caused by a threatened or actual storm event, regardless of whether the COUNTY has directed such suspension, shall qualify the CONTRACTOR to utilize the “Force Majeure” provision below, so long as the CONTRACTOR follows the procedures therein.

K. GMP

1. Incorporate the COUNTY’s terms relating to quality, safety, community, and environmental factors.

2. Identify work that the CONTRACTOR proposes to self-perform. CONTRACTOR will submit a narrative report that describes how the mix of self-performed and subcontracted work ensures that the overall division of work and pricing will be most advantageous to the COUNTY.

3. The CONTRACTOR shall only employ Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. The CONTRACTOR shall flow down the appropriate clauses of the prime contract to each respective Subcontractor. The COUNTY may reasonably object to CONTRACTOR's selection of any Subcontractor.

4. Provide a complete GMP proposal to include the following: clarifications, assumptions, General Conditions, construction costs, payment and performance bonds, insurances, overhead and profit, contingency, and associated schedule as required for a GMP.

5. Provide a finalized schedule as part of the GMP attached hereto. The schedule shall include the following key milestones; NTP, Substantial Completion, Final Completion.

L. Construction Services.

1. Procure all materials, equipment, and components in accordance with approved design documents. Refer to technical specifications attached to this solicitation for further details.

2. Perform all required site preparation, including staging and erosion control.

3. Install the floating PV system, including floats, modules, inverters, mooring, and anchoring systems. Canopy over inverters shall be provided.

4. Install all electrical interconnections as outlined in attached drawings and specifications

5. Provide and install data acquisition system for inverter monitoring

6. Provide and install datalogger and weather station.

7. Construct any necessary shore-based infrastructure, including control enclosures, inverter pads, fencing, or access improvements.

8. Maintain a comprehensive safety and quality control program throughout construction.

M. Post Construction Services.

1. Coordinate and manage Substantial Completion and Final Completion. The COUNTY Project Administrator will ensure the necessary signed and sealed documents needed for partial clearances and certifications of completion are provided to the appropriate regulatory agency.

2. Perform pre-commissioning inspections and system testing to confirm compliance with design and manufacturer requirements.

3. Coordinate with the local utility to complete interconnection and energization.

4. Conduct final commissioning tests to verify operational performance.

5. Provide as-built drawings, test and inspection reports, O&M manuals, and warranty documentation.

6. Coordinate and conduct proper training of COUNTY staff in the use of the equipment and proper care of all installations. The specific type and quantity of training that shall be identified in the Construction documents and contract and will be managed by the Project Administrator.

7. Prepare and submit all As-Built and Record Drawings for the Project to the Project Administrator.

8. Prepare and submit to the COUNTY the guaranties, warranties, certifications, releases, affidavits, bonds, manuals, insurance certificates and other items required by the contract documents. The CONTRACTOR will assist the COUNTY in documentation and resolution of warranty issues during the Warranty Period.

9. Prepare and participate in the Post Construction Warranty Inspection. The CONTRACTOR, along with its Sub-contractors, within ten (10) months after issuance of a Certificate of Substantial Completion and before expiration of the Warranty Period, in the company of the Project Administrator, shall conduct an on-site inspection of the Project to determine the condition of all items of equipment, materials or building systems which are under warranty or guarantee coverage pursuant to the requirements of the Contract. The CONTRACTOR, will provide the COUNTY with a written report listing all items covered by warranty or guarantee coverage that are observed or otherwise found to be defective, inoperable, or not performing their intended function in a satisfactory manner. The report shall include recommendations for resolving all the items so noted in the warranty inspection report. All corrections shall be made under the Project’s one-year warranty.

N. Licenses, Permits, and Fees. The CONTRACTOR will apply for and obtain all permits, including, but not limited to, applicable Orange County Building, Florida Department of Health, and Storm Water Prevention Plan (“SWPP”) Permits. The COUNTY will pay the fees for such permits. The CONTRACTOR shall pay all other fees and assessments for the building permit and for other permits, licenses, and inspections. All of such expenses and charges shall be subject to the prior written approval of the COUNTY.

O. CONTRACTOR’s Warranty of Title. The CONTRACTOR warrants and guarantees that title to all Work, materials, and equipment covered by an Application for Progress Payment, whether incorporated in the Project or not, shall have passed to the County prior to the making of the Application for Payment, free and clear of all liens, claims, security interests, and encumbrances; and that no Work, materials, or equipment covered by an Application for Payment shall have been acquired by the CONTRACTOR or by any other person performing the Work at the Site or furnishing materials and equipment for the Project subject to an agreement under which as interest therein or encumbrance thereon is retained by the seller or otherwise imposed by the CONTRACTOR or such other person.

P. Commencement and Terms of Work. The Services to be rendered by the CONTRACTOR shall be commenced subsequent to the execution of this Contract and upon written Notice to Proceed from the County. Services shall commence within fourteen (14) days after the Notice to Proceed.

Q. Liquidated Damages. COUNTY and CONTRACTOR recognize that, since time is of the essence for this Contract, COUNTY will suffer financial loss if the Work is not completed within the time set in the GMP for Substantial Completion and Final Completion. In such event, the total amount of COUNTY’s damages, will be difficult, if not impossible, to definitely ascertain and quantify, because this is a public construction project that will, when completed, benefit the public and enhance the delivery of valuable education to the public in Orange County, Florida. It is hereby agreed that it is appropriate and fair that COUNTY receive liquidated damages from CONTRACTOR, if CONTRACTOR fails to achieve Substantial Completion and Final Completion within the time set in the GMP. Should CONTRACTOR fail to complete the Work within the time set in the GMP, Owner shall be entitled to assess, as liquidated damages, but not as a penalty, $1000.00for each calendar day that Substantial Completion is not achieved and each calendar day that Final Completion is not achieved. CONTRACTOR hereby expressly waives and relinquishes any right which it may have to seek to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of COUNTY’s actual damages at the time of contracting if CONTRACTOR fails to complete the Work in a timely manner.

The above notwithstanding, if the liquidated damages set forth in this provision are deemed unenforceable for any reason, the COUNTY instead shall be entitled to calculate and recover those actual delay damages that it sustained as a result of the CONTRACTOR’s failure to achieve Substantial Completion or Final Completion of the Work.

R. Change of Contract Amount.

The Contract Amount constitutes the total compensation payable to the CONTRACTOR for performing the Work. All duties, responsibilities, and obligations assigned to or undertaken by the CONTRACTOR shall be at its expense without change in the Contract Amount. The Contract Amount may only be changed by written Change Order issued by the County. Any request for an increase in the Contract Amount shall be in writing and delivered to the Project Administrator within fifteen (15) days of the occurrence of the event giving rise to the request.The CONTRACTOR shall be deemed to have waived the right to collect any and all costs incurred more than fifteen (15) days prior to the date of delivery of the written notice and shall be deemed to have waived the right to seek an extension of the Contract Time with respect to any delay in the Construction Schedule which accrued more than fifteen (15) days prior to the date of delivery of the written notice.

S. Extension of Time Sole Remedy.

The CONTRACTOR, by execution of this Contract, hereby waives any claim for damages on account of any delay, obstruction, or hindrance for any cause whatsoever, whether or not anticipated. NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST THE COUNTY BY REASON OF ANY DELAYS. The CONTRACTOR shall not be entitled to an increase in the Contract Amount or payment or compensation of any kind from the COUNTY for direct, indirect, consequential, impact, or other costs, expenses, or damages, including but not limited to costs of acceleration, or inefficiency, arising because of any delay, disruption, interference, or hinderance from any cause whatsoever, including but not limited to the events described in the Force Majeure provision below. However, this provision shall not preclude recovery or damages by the CONTRACTOR for hinderances or delays due solely to fraud, bad faith, or active interference on the part of the COUNTY or its agents. Otherwise, the CONTRACTOR shall be entitled only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to the extent specifically provided above. Should the CONTRACTOR’s performance, in whole or in part, be interfered with, delayed, re-sequenced, disrupted, or be suspended in the commencement, prosecution, or completion, for reasons beyond the CONTRACTOR’s control, and without any fault or negligence on its part contributing thereto, the CONTRACTOR’s sole remedy shall be an extension of Contract Time in which to complete the Contract.

T. Change of Contract Time.

The time for Substantial Completion and Final Completion as set forth in the GMP may only be changed by written Change Order. Any request for an extension shall be in writing and shall be delivered to the Project Administrator within fifteen (15) days of the occurrence of the event giving rise to the request. All Claims for adjustment in the time for Substantial Completion or Final Completion shall be determined by the Project Administrator and shall be incorporated in a Change Order. Changes in will not be granted for delays due in whole or in part, to the fault or negligence of the CONTRACTOR or entity or person for whom the CONTRACTOR is responsible.

The COUNTY may grant an extension when a controlling item of Work on the critical path of the CONTRACTOR’s progress schedule is delayed by factors not reasonably anticipated or foreseeable at the time of the COUNTY’s execution of the GMP. Extensions shall not be granted for delays due, in whole or in part, to the fault or negligence of the CONTRACTOR or any entity or person for whom the CONTRACTOR is responsible.

U. Change Orders.

COUNTY shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless COUNTY has agreed in writing to a longer period of time), CONTRCTOR shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of COUNTY and COUNTY shall not be liable to CONTRACTOR for any increased compensation or adjustment to the date for Substantial Completion or Final Completion without such written order. No officer, employee or agent of COUNTY is authorized to direct any extra or changed work orally.

A Change Order shall be prepared by CONTRACTOR, and executed promptly by the parties after an agreement is reached between CONTRACTOR and COUNTY concerning the requested changes. CONTRACTOR shall promptly perform changes authorized by duly executed Change Orders. The time for Substantial Completion and Final Completion and the Contract Amount shall be adjusted in the Change Order in the manner as COUNTY and CONTRACTOR shall mutually agree. In the event a requested change is approved by COUNTY which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of CONTRACTOR’s actual and reasonable direct cost of the Work (including bond premiums). If COUNTY and CONTRACTOR are unable to agree on a Change Order for the requested change, CONTRACTOR shall, nevertheless, promptly perform the change as directed by COUNTY in writing. In that event, the Contract Amount and time shall be adjusted as directed by COUNTY. If CONTRACTOR disagrees with COUNTY’s adjustment determination, CONTRACTOR must make a claim pursuant to Article 26 or else be deemed to have waived any claim it might otherwise have had on that matter.

V. Suspension of Work by the County.

The performance of the Work hereunder may be suspended by the COUNTY at any time if determined it is in the best interest of the COUNTY. However, in the event the COUNTY suspends the performance of the Work hereunder, it shall so promptly notify the CONTRACTOR in writing, with such suspension becoming effective upon the date of its receipt by CONTRACTOR. The County will promptly pay to the CONTRACTOR that portion of the Contract Amount attributable to that portion of the Work satisfactorily completed by the CONTRACTOR prior to the effective date of such suspension. The CONTRACTOR waives any and all claims for anticipated profits, lost overhead, or any other claim or theory arising out of suspension of the Work from this Contract. The COUNTY will thereafter have no further obligation for payment to the CONTRACTOR unless and until the COUNTY notifies the CONTRACTOR that the Work of the CONTRACTOR called for pursuant to this Contract are to be resumed. On the effective date of suspension, the CONTRACTOR shall (i) immediately discontinue performance of the Work, (ii) preserve work in progress pending disposition instructions by the COUNTY, and (iii) promptly make necessary arrangements to depart the Project Site. Upon receipt of written notice from the COUNTY that the Work pursuant to this Contract is to be resumed, CONTRACTOR shall complete the Work called for in this Contract and CONTRACTOR, shall, in that event, be entitled to payment of the remaining unpaid compensation which becomes payable to the CONTRACTOR under this Contract, same to be payable in the manner specified in this Contract.

If the aggregate time of the COUNTY’s suspension or suspension of the Work exceeds one hundred twenty (120) days, then the CONTRACTOR and the COUNTY shall, upon request of the CONTRACTOR, meet to assess the Work remaining to be performed and the total fees paid to the CONTRACTOR pursuant to this Contract. The parties shall then have the opportunity of negotiating a change to the Contract Amount to be paid to the CONTRACTOR for the balance of the Work to be performed hereunder. No increase in Contract Amount to the CONTRACTOR shall be allowed unless based upon clear and convincing evidence of an increase in CONTRACTOR’s costs attributable to the aforesaid suspensions. If an increase in the Contract Amount is demonstrated by clear and convincing evidence and the COUNTY refuses to increase the Contract Amount, CONTRACTOR may terminate this Contract by delivering written notice thereof to the COUNTY within ten (10) days after the County has given notice of its refusal to increase the Contract Amount. In no event shall the compensation or any part thereof become due or payable to CONTRACTOR under this Contract unless and until CONTRACTOR has attained that stage of Work where the same would be due and payable to CONTRACTOR under the provision of this Contract.

ARTICLE 4 COUNTY RESPONSIBILITIES

County Obligation. The County owes no duty, obligation, damages, change in the Contract Amount, or liability to the CONTRACTOR as a result of any delay, interference, suspension, or other event which may impact the Construction Schedule.

ARTICLE 5 INSURANCE REQUIREMENTS

Vendor/Contractor agrees to maintain on a primary basis and at its sole expense, at all times throughout the duration of this contract the following types of insurance coverage with limits and on forms (including endorsements) as described herein. These requirements, as well as the County’s review or acceptance of insurance maintained by Vendor/Contractor is not intended to and shall not in any manner limit or qualify the liabilities assumed by Vendor/Contractor under this contract. Vendor/Contractor is required to maintain any coverage required by federal and state workers’ compensation or financial responsibility laws including but not limited to Chapter 324 and 440, Florida Statutes, as may be amended from time to time.

The Vendor/Contractor shall require and ensure that each of its sub-Vendors/sub-Contractors providing services hereunder (if any) procures and maintains until the completion of their respective services, insurance of the types and to the limits specified herein.

Insurance carriers providing coverage required herein must be licensed to conduct business in the State of Florida and must possess a current A.M. Best’s Financial Strength Rating of A- Class VIII or better.

(Note: State licenses can be checked via www.floir.com/companysearch/ and A.M. Best Ratings are available at www.ambest.com)

Required Coverage:

|X| Commercial General Liability ‑ The Vendor/Contractor shall maintain coverage issued on the most recent version of the ISO form as filed for use in Florida or its equivalent, with a limit of liability of not less than $1,000,000 per occurrence. Vendor/Contractor further agrees coverage shall not contain any endorsement(s) excluding or limiting Product/Completed Operations, Contractual Liability, or Separation of Insureds. The General Aggregate limit shall either apply separately to this contract or shall be at least twice the required occurrence limit.

Required Endorsements:

|X| Additional Insured- CG 20 26 or CG 20 10/CG 20 37 or their equivalents.

Note: CG 20 10 must be accompanied by CG 20 37 to include products/completed operations

|X| Waiver of Transfer of Rights of Recovery- CG 24 04 or its equivalent.

Note: If blanket endorsements are being submitted please include the entire endorsement and the applicable policy number.

|X| Business Automobile Liability ‑ The Vendor/Contractor shall maintain coverage for all owned; non‑owned and hired vehicles issued on the most recent version of the ISO form as filed for use in Florida or its equivalent, with limits of not less than $500,000 (five hundred thousand dollars) per accident. In the event the Vendor/Contractor does not own automobiles the Vendor/Contractor shall maintain coverage for hired and non-owned auto liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

Required Endorsements:

|_| MCS-90- for operations governed by the Sections 29 & 30 of the Motor Carrier Act of 1980

|X| Workers' Compensation ‑ The Vendor/Contractor shall maintain coverage for its employees with statutory workers' compensation limits, and no less than $100,000 each incident of bodily injury or disease for Employers' Liability. Elective exemptions as defined in Florida Statute 440 will be considered on a case-by-case basis. Any Vendor/Contractor using an employee leasing company shall complete the Leased Employee Affidavit.

Required Endorsements:

|X| Waiver of Subrogation- WC 00 03 13 or its equivalent

When a self-insured retention or deductible exceeds $100,000 the COUNTY reserves the right to request a copy of Vendor/Contractor most recent annual report or audited financial statement. For policies written on a “Claims-Made” basis the Vendor/Contractor agrees to maintain a retroactive date prior to or equal to the effective date of this contract. In the event the policy is canceled, non-renewed, switched to occurrence form, or any other event which triggers the right to purchase a Supplemental Extended Reporting Period (SERP) during the life of this contract the Vendor/Contractor agrees to purchase the SERP with a minimum reporting period of not less than two years. Purchase of the SERP shall not relieve the Vendor/Contractor of the obligation to provide replacement coverage.

By entering into this contract Vendor/Contractor agrees to provide a waiver of subrogation or a waiver of transfer of rights of recovery, in favor of the County for the workers’ compensation and general liability policies as required herein. When required by the insurer or should a policy condition not permit the Vendor/Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then Vendor/Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Subrogation or a Waiver of Transfer of Rights of Recovery Against Others endorsement.

Prior to execution and commencement of any operations/services provided under this contract the Vendor/Contractor shall provide the COUNTY with current certificates of insurance evidencing all required coverage. In addition to the certificate(s) of insurance the Vendor/Contractor shall also provide endorsements for each policy as specified above. All specific policy endorsements shall be in the name of the Orange County, Florida.

For continuing service contracts renewal certificates shall be submitted immediately upon request by either the COUNTY or the COUNTY’s contracted certificate compliance management firm. The certificates shall clearly indicate that the Vendor/Contractor has obtained insurance of the type, amount and classification as required for strict compliance with this insurance section. Vendor/Contractor shall notify the COUNTY not less than thirty (30) business days (ten business days for non-payment of premium) of any material change in or cancellation/non-renewal of insurance coverage. The Vendor/Contractor shall provide evidence of replacement coverage to maintain compliance with the aforementioned insurance requirements to the COUNTY or its certificate management representative five (5) business days prior to the effective date of the replacement policy (ies).

The certificate holder shall read:

Orange County, Florida c/o Risk Management Division 201 S. Rosalind Avenue Orlando, Florida 32801

ARTICLE 6 INDEMNIFICATION

To the fullest extent permitted by law, the CONTRACTOR shall defend, indemnify, and hold harmless the COUNTY, its officials, agents, and employees from and against any and all claims, suits, judgments, demands, liabilities, damages, cost and expenses (including attorney's fees) of any kind or nature whatsoever arising directly or indirectly out of or caused in whole or in part by any act or omission of the CONTRACTOR or its subcontractors (if any), anyone directly or indirectly employed by them, or anyone for whose acts any of them may be liable; excepting those acts or omissions arising out of the sole negligence of the COUNTY.

ARTICLE 7 FEDERAL AND STATE TAX

The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The COUNTY will sign an exemption certificate submitted by the CONTRACTOR. The CONTRACTOR shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the COUNTY, nor is the CONTRACTOR authorized to use the COUNTY’S Tax Exemption Number in securing such materials.

The CONTRACTOR shall be responsible for payment of its own and its share of its employee FICA and Social Security benefits with respect to this Contract.

ARTICLE 8 AVAILABILITY OF FUNDS

The COUNTY’S performance and obligation to pay under this Contract is contingent upon an annual appropriation for its purpose by the Board of County Commissioners, or other specified funding source for this procurement.

ARTICLE 9 CONFLICT OF INTEREST

The CONTRACTOR represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance or services required hereunder, as provided for in Florida Statutes 112.311. The CONTRACTOR further represents that no person having any interest shall be employed for said performance.

The CONTRACTOR shall promptly notify the COUNTY in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONTRACTOR’S judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONTRACTOR may undertake and request an opinion of the COUNTY as to whether the association, interest or circumstance would, in the opinion of the COUNTY, constitute a conflict of interest if entered into by the CONTRACTOR. The COUNTY agrees to notify the CONTRACTOR of its opinion by certified mail within thirty (30) days of receipt of the notification by the CONTRACTOR. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONTRACTOR, the COUNTY shall so state in the notification and the CONTRACTOR shall, at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the COUNTY by the CONTRACTOR under the terms of this Contract.

ARTICLE 10 TERMINATION

A. Termination for Default:

The COUNTY may, by written notice to the CONTRACTOR, terminate this contract for default in whole or in part (delivery orders, if applicable) if the CONTRACTOR fails to:

1. Provide products or services that comply with the specifications herein or fails to meet the COUNTY’S performance standards

2. Deliver the supplies or to perform the services within the time specified in this contract or any extension.

3. Make progress so as to endanger performance of this contract

4. Perform any of the other provisions of this contract.

Prior to termination for default, the COUNTY will provide adequate written notice to the CONTRACTOR through the Manager, Procurement, affording them the opportunity to cure the deficiencies or to submit a specific plan to resolve the deficiencies within ten (10) days (or the period specified in the notice) after receipt of the notice. Failure to adequately cure the deficiency shall result in termination action. Such termination may also result in suspension or debarment of the CONTRACTOR in accordance with the County’s Procurement Ordinance. The CONTRACTOR and its sureties (if any) shall be liable for any damage to the COUNTY resulting from the CONTRACTOR’s default of the contract. This liability includes any increased costs incurred by the COUNTY in completing contract performance.

In the event of termination by the COUNTY for any cause, the CONTRACTOR will have, in no event, any claim against the COUNTY for lost profits or compensation for lost opportunities. After a receipt of a Termination Notice and except as otherwise directed by the COUNTY the CONTRACTOR shall:

1. Stop work on the date and to the extent specified.

2. Terminate and settle all orders and subcontracts relating to the performance of the terminated work.

3. Transfer all work in process, completed work, and other materials related to the terminated work as directed by the COUNTY.

4. Continue and complete all parts of that work that have not been terminated.

Neither CONTRACTOR nor COUNTY shall be liable, nor may cancel this contract for default, when delays arise out of causes beyond the control of CONTRACTOR or COUNTY. Such causes may include but are not restricted to acts of God, acts of COUNTY in sovereign capacity, fires, floods, lightning strikes, epidemics, quarantine restrictions, strikes, freight embargoes, wars, civil disturbances, work stoppage, power failures, laws, regulations, ordinances, acts or orders of any governmental agency or official thereof, and unusually severe weather. In every case, the delay must be beyond the control of the claiming party. If CONTRACTOR is delayed in its performance as a result of the above causes, COUNTY, shall upon written request of CONTRACTOR, agree to equitably adjust the provisions of this contract, including price and delivery, as may be affected by such delay. However, this provision shall not be interpreted to limit COUNTY’S right to terminate for convenience.

B. Termination for Convenience

The COUNTY, by written notice, may terminate this contract, in whole or in part, when it is in the County’s interest. If this contract is terminated, the COUNTY shall be liable only for goods or services delivered and accepted. The COUNTY Notice of Termination shall provide the CONTRACTOR thirty (30) days prior notice before it becomes effective. A termination for convenience may apply to individual delivery orders, purchase orders or to the contract in its entirety.

ARTICLE 11 FORCE MAJEURE

1. The CONTRACTOR shall not be held responsible for any delay and/or failure in performance of any part of this contract to the extent such delay or failure is caused by explosion, war, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond the CONTRACTOR’s control so long as the CONTRACTOR’s delay is not caused by the CONTRACTOR’s own fault or negligence. That notwithstanding, the CONTRACTOR shall notify the COUNTY in writing within two (2) hours after the beginning of any such cause that would affect its performance hereunder and the COUNTY reserves the right the request additional information that supports the validity of the CONTRACTOR’s Force Majeure claim. Failure to notify the COUNTY in a timely manner of any claim of Force Majeure made pursuant to this section is cause for termination of this contract.

2. If the CONTRACTOR’s performance is delayed pursuant to this section for a period exceeding two (2) calendar days from the date the COUNTY receives the required Force Majeure notice, the COUNTY shall have the right to terminate this contract thereafter and shall only be liable to the CONTRACTOR for any work performed and validated (if required for payment hereunder) prior to the date of the COUNTY’s contract termination.

3. If the CONTRACTOR’s performance is delayed pursuant to this section, the COUNTY may, upon written request of the CONTRACTOR, agree to equitably adjust the provisions of this contract, including price, performance, and delivery, as may be affected by such delay. However, this provision shall not be interpreted to limit the COUNTY’s right to terminate for convenience.

ARTICLE 12 PERSONNEL

The CONTRACTOR represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the COUNTY.

All of the services required hereafter shall be performed by the CONTRACTOR or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services.

Any changes or substitutions in the CONTRACTOR’S key personnel, as may be listed in Exhibit “A”, must be made known to the COUNTY’S representative and written approval must be granted by the COUNTY before said change or substitution can become effective.

The CONTRACTOR warrants that all services shall be performed by skilled and competent personnel to the highest professional standards in the field. The COUNTY may require, in writing, that the CONTRACTOR remove from this contract any employee the COUNTY deems incompetent, careless, or otherwise objectionable.

ARTICLE 13 TRUTH IN NEGOTIATION CERTIFICATE

Signature of this Contract by the CONTRACTOR shall act as the execution of the truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged the CONTRACTOR’S most favored customer for the same or substantially similar service.

The said rates and costs shall be adjusted to exclude any significant sums should the COUNTY determine that the rates and costs were increased due to inaccurate, incomplete or non-current wage rates or due to inaccurate representations of fees paid to outside Contractors. The COUNTY shall exercise its right under this “Certificate” within one (1) year following final payment.

ARTICLE 14 ARREARS

The CONTRACTOR shall not pledge the COUNTY’S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The CONTRACTOR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract.

ARTICLE 15 DISCLOSURE AND OWNERSHIP OF DOCUMENTS

The CONTRACTOR shall deliver to the COUNTY for approval and acceptance, and before being eligible for final payment or any amounts due, all documents and materials prepared by and for the COUNTY under this Contract.

All oral and written information not in the public domain or not previously known, and all information and data obtained, developed or supplied by the COUNTY, or at its expense, will be kept confidential by the CONTRACTOR and will not be disclosed to any other party, directly or indirectly, without the COUNTY’S prior written consent unless required by a lawful order. All drawings, maps, sketches, programs, data base, reports and other data developed, or purchased, under this Contract for or at the COUNTY’S expense shall be and remain the COUNTY’S property and may be reproduced at the discretion of the COUNTY.

The COUNTY and the CONTRACTOR shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law).

All covenants, agreements, representations and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents, shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby.

ARTICLE 16 INDEPENDENT CONTRACTOR RELATIONSHIP

The CONTRACTOR is, and shall be, in the performance of all work services and activities under this Contract, an Independent Contractor, and not an employee, agent or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times, and in all places, be subject to the CONTRACTOR’S sole direction, supervision, and control.