AGREEMENT between BROWARD COUNTY and Cummings ...

Exhibit 2
Page 79 of 379
Terminal 4 Gate Replacement – Western Expansion
testimony or issue a report or writing, as an expression of his or her opinion, which is
adverse or prejudicial to the interests of COUNTY in any such pending or threatened
legal or administrative proceeding. The limitations of this Article shall not preclude such
persons from representing themselves in any action or in any administrative or legal
proceeding regarding this Agreement. CONTRACTOR agrees to prohibit its
Subcontractors, by written contract, from having any conflicts as within the meaning of
this Article.
34.3 Joint Preparation: Preparation of this Agreement has been a joint effort of COUNTY and
CONTRACTOR and the resulting document shall not, solely as a matter of judicial
construction, be construed more severely against one of the parties than any other.
34.4 False Claims: In accordance with the County’s False Claims Ordinance, Section 1-276
et. Seq., Broward County Code of Ordinances, the CONTRACTOR must maintain, as a
condition precedent to submitting a claim against the County, a final bid takeoff. The final
bid takeoff, where applicable, shall contain a line item for allocation of overhead costs
and must be prepared contemporaneously with the bid and in anticipation of the bid for
the project. The bid takeoff shall be provided by CONTRACTOR to CA prior to the
second or third Notice-to-Proceed being issued. “Claim” means any invoice, statement,
request, demand, lawsuit, or action under contract or otherwise, for money, property, or
services made to any employee, officer, or agent of the County, or to any contractor,
grantee, or other recipient if any portion of the money, property, or services requested or
demanded was issued from, or was provided by, the County. “Bid takeoff” means the
final estimate, tabulation, or worksheet prepared by the CONTRACTOR in anticipation of
the bid submitted, and which shall reflect the final price. IT IS EXPRESSLY AND
SPECIFICALLY AGREED THAT ANY AND ALL CLAIMS SHALL BE WAIVED AND
FORFEITED IF NOT SUBMITTED IN STRICT ACCORDANCE WITH THE
REQUIREMENTS OF THIS ARTICLE AND THE FALSE CLAIMS ORDINANCE.
34.5 Drug Free Workplace: It is a requirement of COUNTY that it enter into contracts only with
firms that certify the establishment of a drug-free workplace in accordance with Chapter
21.31(a) of the COUNTY Procurement Code. Execution of this Agreement by
CONTRACTOR shall also serve as CONTRACTOR’s required certification that it either
has or that it will establish a drug-free workplace in accordance with Chapter 21.31(a) of
the COUNTY Procurement Code.
34.6 Assignment: The CONTRACTOR shall not assign or transfer this Agreement or
subcontract it as a whole without the written consent of the COUNTY; nor shall the
CONTRACTOR assign any monies due or to become due to it hereunder, without the
previous written consent of the COUNTY.
34.7 Waiver: No consent or waiver, express or implied, by either party to this Agreement to
or of any breach or default by the other in the performance of any obligations hereunder
shall be deemed or construed to be a consent or waiver to or of any other or future
breach or default by such party hereunder, nor deemed to be a modification of this
Agreement. Failure on the part of any party hereto to complain of any act or failure to
act of the other party or to declare the other party in default hereunder, irrespective of
how long such failure continues, shall not constitute a waiver of the rights of such party
hereunder, provided however this section shall not alter or amend the notice provisions
CM @ Risk Agreement R0787918R1 Page 78 of 85