EXHIBIT 1

CONDITIONS OF PURCHASE ORDERS

1. AGREEMENT: Purchase orders (contract) issued during FY 2026, including terms, conditions, the quote and all specifications (as applicable), constitute the sole and entire agreement between the parties hereto.(Vendor’s acceptance of purchase orders is limited to the terms and conditions thereof, and written confirmation, commencing performance, or making deliveries hereunder constitutes such acceptance notwithstanding Vendor’s proposals or terms additional to or different from those set forth in purchase order.) The Vendor’s bid is incorporated in and made a part of the purchase order only to the extent of specifying the nature and description of the goods and services ordered and then only to the extent that such items are consistent with the other terms of the purchase order. No course of prior dealings between the parties and no usage of the trade shall be a relevant supplement or explain any of the terms or conditions.

2. PURCHASE ORDER NUMBER: Purchase Order Number must appear on all packages, packing slips, invoices, and all other correspondence relating to the order.

3. TIME IS OF THE ESSENCE. Time is of the essence for this contract.

4. MODIFICATIONS. This Agreement can be modified only by written agreement of the parties.

5. LICENSING. Vendor shall be properly licensed for the appropriate category of work specified. Vendor is requested to submit any required license(s) with their quote.

License(s) must be effective for the duration of the project. Failure to be properly licensed as stated above will result in cancellation of purchase order.

6. SUBCONTRACTORS. The Vendor will be the prime service provider and shall be responsible for all work performed and contract deliverables. Proposed use of subcontracts should be included with the bid. Requests for use of subcontractors received subsequent to the issuance of a purchase order are subject to review and approval by the County.

The County reserves the right to request and review information in conjunction with its determination regarding a subcontract request. All subcontractors are subject to the same requirements of the purchase orders as the Vendor.

7. PERMITS: Vendor is responsible for the securing of all applicable necessary permits from the appropriate permitting entity.

8. WAIVER. No waiver by either Vendor or County with respect to any breach or default of or with respect to any provisions or condition of this agreement, and no course of dealing shall be deemed to constitute a continuing waiver of any other breach or default of or with respect to the same or any other provision or condition of this agreement. No claim or right arising out of a breach of this agreement can be discharged in whole or in

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9. COUNTY’S OPTIONS. County reserves the right to change specifications and delivery dates. Any difference in price required by such changes shall be equitably adjusted and the agreement shall be modified in writing accordingly. County further reserves the right to terminate all or part of the work to be performed pursuant to this Agreement. The County also reserves the right to terminate this agreement without cause at any time that the Vendor fails to timely or sufficiently satisfy the provisions of the agreement. In such event, County shall be liable only for the service supplied up to the time of notice of termination. In no event shall County be liable for incidental or consequential damages by reasons of such termination.

10. ASSIGNMENT. The Vendor shall not assign any rights, duties, or interest in the Contract without the written permission of the County.

11. RECORDS/AUDITS

The County is a public agency subject to Chapter 119, Florida Statutes. The Vendor shall comply with Florida’s Public Records Law. Specifically, the Vendor shall:

a. Keep and maintain public records required by the County to perform the service;

b. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S.

or as otherwise provided by law.

c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the vendor does not transfer the records to the County.

d. Upon completion of the contract, transfer, at no cost to the County, all public records in possession of the Vendor, or keep and maintain public records required by the County to perform the service. If the Vendor transfers all public records to the County upon completion of the contract, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.

If the Vendor keeps and maintains public records upon completion of the contract, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County’s custodian of public records in a format that is compatible with the information technology systems of the County.

e. During the term of the contract, the Vendor shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the County’s Auditor. The Vendor agrees to make available to the County’s Auditor, during normal business hours and in Bay County, all books of account, reports and records relating to this contract.

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12. INSPECTOR GENERAL

The parties agree to comply with s.20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with s. 20.055(5), Florida Statutes. “(5) It is the duty of every state officer, employee, agency, special district, board, commission, contractor, and subcontractor to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant to this section.”

13. PUBLIC RECORDS CUSTODIAN

If the Vendor has questions regarding the application of Chapter 119, Florida Statutes, to the Vendor’s duty to provide public records relating to this contract contact the custodian of public records, at (850) 248-8145, publicrecords@baycountyfl.gov or 840 W. 11th Street, Panama City, Florida 32401.

14. GOVERNING LAW

The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and U.S. Government. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Fourteenth Judicial Circuit in and for Bay County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court or United States Bankruptcy Court for the Northern District of Florida.

15. FAILURE TO EXECUTE PURCHASE ORDER. Failure of the Vendor to accept and execute the purchase order as specified may be cause for cancellation of the award.

In the event that the award is cancelled, the award may then be made to the second lowest responsive and responsible bidder, and such bidder shall fulfill every stipulation embraced herein as if he were the original party to whom the bid award was made; or the County may reject all the bids and re-bid.

16. INSURANCE COVERAGES. The Vendor shall maintain all insurance coverages as set forth in the Insurance Requirements attached.

17. PAYMENT.

The County shall pay the Vendor for services provided in accordance with the Florida Prompt Payment Act of the Florida Statutes, Chapter 218.70, upon receipt of the Vendor’s invoice and written approval of same by the County’s Designated Representative indicating that services have been rendered in conformity with this Agreement. The Vendor shall submit an invoice for payment to County Capital Projects Division on a monthly basis for those specific services, as described in this Agreement, ITB 26-52, and the Vendor’s proposal cost of $_______, that were satisfactorily completed during that invoicing period.

INVOICE REQUIREMENTS: All invoices are required to have the following information included:

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Vendor’s name Invoice number Invoice date Contract/Project Number Purchase Order Number FEMA Project # Dates of service/activities were provided (mm/dd/yy-mm/dd/yy) Site of work Details of work provided Amount of the invoice

18. HOLD HARMLESS AND INDEMNIFICATION

a. The Vendor shall indemnify and hold harmless the County, and its officers and employees, from any and all claims, suits, actions, damages, liabilities, expenditures, or causes of action of any kind, losses, penalties, interest, demands, judgments, and costs of suit, including attorneys’ fees and paralegals’ fees, for any expense, damage, or liability incurred by any of them, whether for bodily or personal injury, death, property damage, direct or consequential damages, or economic loss, including environmental impairment, arising directly or indirectly, on account of or in connection with Vendor’s performance of the contract or by any person, firm, or corporation to whom any portion of the performance of this Agreement is subcontracted to or used by the Vendor, or by any other person.

b. The parties understand and agree that such indemnification by the Vendor relating to any matter which is the subject of this Agreement shall extend throughout the term of this Contract and any statutes of limitations thereafter.

c. The Vendor’s obligation shall not be limited by or in any way to any insurance coverage or by any provision in or exclusion or omission from any policy of insurance.

d. If the indemnity provisions are limited by Florida Statutes Sec. 725.06(2)-(3) or Florida Statutes Sec. 725.08, then with respect to the part so limited, the Vendor shall indemnify and hold harmless the County, and 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 conduct of the indemnifying party and persons employed or utilized by the Vendor. If the above indemnity or the defense provisions contained herein or any part of those provisions are limited by Florida Statutes Sec. 725.06(1), or any other applicable law, then with respect to the part so limited, the monetary limitation on the extent of the indemnification shall be the greater of (1) the monetary value of the Purchase Order, (ii) coverage amount of Commercial General Liability Insurance required under the Purchase Order; or (iii) $1,000,000.00. Otherwise, the obligations for indemnification and defense will not be limited by the amount of any insurance required to be obtained or maintained under this Purchase Order.

e. This section survives termination or expiration of this purchase order.

19. DUTY TO PAY DEFENSE COSTS AND EXPENSES

a. The Vendor agrees to reimburse and pay on behalf of the County the cost of the County’s legal defense, through and including all appeals, and to include all attorneys’ fees, costs, and expenses of any kind for any and all 1) claims described in the Hold

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Harmless and Indemnification paragraph or 2) other claims arising out of the Vendor’s performance of the Contract and in which the County has prevailed.

b. The County shall choose its legal defense team, experts, and consultants and invoice the Vendor accordingly for all fees, costs and expenses upon the conclusion of the claim.

c. Such payment on the behalf of the County shall be in addition to any and all other legal remedies available to the County and shall not be considered to be the County's exclusive remedy.

d. This section survives termination or expiration of this purchase order.

20. ADMINISTRATIVE, CONTRACTUAL, OR LEGAL REMEDIES

Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the vendor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.

21. TERMINATION FOR CAUSE AND FOR CONVENIENCE

a. This contract may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this contract through no fault of the terminating party, provided that no termination may be effected unless the other party is given: (a) Not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate; and (b) An opportunity for consultation with the terminating party prior to termination.

b. This contract may be terminated in whole or in part in writing by the local government for its convenience, provided that the other party is afforded the same notice and consultation opportunity specified in l (a) above. If termination for default is effected by the local government, an equitable adjustment in the price for this contract shall be made, but no amount shall be allowed for anticipated profit on unperformed services or other work, and any payment due to the vendor at the time of termination may be adjusted to cover any additional costs to the local government because of the vendor’s default.

c. If termination for convenience is effected by the local government, the equitable adjustment shall include a reasonable profit for services or other work performed for which profit has not already been included in an invoice. For any termination, the equitable adjustment shall provide for payment to the vendor for services rendered and expenses incurred prior to receipt of the notice of intent to terminate, in addition to termination settlement costs reasonably incurred by the vendor relating to commitments (e.g., suppliers, subcontractors) which had become firm prior to receipt of the notice of intent to terminate.

d. Upon receipt of a termination action under paragraphs (a) or (b) above, the vendor shall promptly discontinue all affected work (unless the notice directs otherwise) and deliver or otherwise make available to the local government all data, drawings, reports specifications, summaries and other such information, as may have been accumulated by the vendor in performing this contract, whether completed or in process.

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e. Failure of the Vendor to comply with the provision of any Federal, State, and/or

Local Laws, Rules, and Regulations shall constitute grounds for the County to immediately terminate this Contract for cause and declare the Vendor to be non-responsible for bidding or proposing on future contracts for one year from the date the County notifies the Vendor of such non-compliance.

22. LAWS, RULES, AND REGULATIONS

a. General Laws: Vendor shall give all notices required of it by law and shall comply with all Federal, State and local laws, ordinances, rules and regulations governing Vendor’s performance of this Contract and the preservation of public health and safety.

Upon request by the County, Vendor shall provide proof of such compliance to the County.

b. Illegal Alien Labor: Vendor shall comply with all provisions state and federal law regarding the hiring and continued employment of aliens not authorized to work in the United States. Vendor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to the Vendor that the subcontractor is in compliance with such laws. Vendor agrees that it shall confirm the employment eligibility of all employees through participation in E-Verify or an employment eligibility program approved by the Social Security Administration and will require the same of any subcontractors. Vendor shall pay all cost incurred to initiate and sustain the verification programs.

23. PUBLIC ENTITY CRIMES STATEMENT

A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a vendor, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By submission of a proposal in response to this document, the vendor certifies compliance with the above requirements as stated in Section 287.133, Florida Statutes.

24. E-VERIFY

As a condition precedent to entering into this AGREEMENT, and in compliance with Section 448.095, Fla. Stat., Vendor and its subcontractors shall, register with and use the E-Verify system to verify work authorization status of all employees.

a. Vendor shall require each of its subcontractors to provide Vendor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Vendor shall maintain a copy of the subcontractor’s affidavit as part of and pursuant to the records retention requirements of this AGREEMENT.

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b. The COUNTY, Vendor, or any subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated Section 448.09(1), Fla.

Stat. or the provisions of this section shall terminate the contract with the person or entity.

c. The COUNTY, upon good faith belief that a subcontractor knowingly violated the provisions of this section, but Vendor otherwise complied, shall promptly notify Vendor and Vendor shall immediately terminate the contract with the subcontractor.

d. A contract terminated under the provisions of this section is not a breach of contract and may not be considered such. Any contract termination under the provisions of this section may be challenged pursuant to Section 448.095(2)(d), Fla. Stat. Vendor acknowledges that upon termination of this AGREEMENT by the COUNTY for a violation of this section by Vendor, Vendor may not be awarded a public contract for at least one

(1) year. Vendor further acknowledges that Vendor is liable for any additional costs incurred by the COUNTY as a result of termination of any contract for a violation of this section.

e. Subcontracts. Vendor or subcontractor shall insert in any subcontracts the clauses set forth in this section, including this subsection, requiring the subcontractors to include these clauses in any lower tier subcontracts. Vendor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this section.

25. FOREIGN COUNTRIES OF CONCERN

Vendor, pursuant to § 287.138, Florida Statues, certifies that (1) Vendor is not owned by a government of a foreign country of concern; (2) a government of a foreign country of concern does not have a “controlling interest” in Vendor, as defined by Section 287.138(1)(a), Florida Statutes; and (3) Vendor is not organized under the law of nor has its principal place of business in a foreign country of concern. For the purposes of this affidavit, foreign country of concern means the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolás Maduro, or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concern, as defined in § 287.138(1)(c), Florida Statutes.

26. HUMAN TRAFFICKING ATTESTATION

Vendor, pursuant to § 787.06(13), Florida Statues, certifies that 1) neither Vendor nor any of its subsidiaries or affiliates uses coercion for labor or services, as terms are defined in § 787.06, Fla. Stat., as may be amended from time to time; (2) Vendor will immediately notify Bay County, Florida, if, at any time in the future, Vendor does use coercion for labor or services, and understands that pursuant to such notification no contracts may be executed, renewed, or extended between the parties; and (3) Vendor has read the foregoing attestation, confirms the facts stated in it are true, and are made for the benefit of, and reliance by, Bay County, Florida.

27. Advertising Subject to Chapter 119, Florida Statutes, Vendor will not publicly disseminate any information concerning the Agreement without prior written approval from the County, including, but not limited to mentioning the Agreement in a press release or other

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28. Use of County Logo Pursuant to, and consistent with, Bay County Ordinance 2-150, Vendor may not manufacture, use, display, or otherwise use any facsimile or reproduction of the County Seal/Logo without express written approval of the Board of County Commissioners of Bay County, Florida.

29. FEDERAL TERMS

In the event that there exists a conflict between any term, condition, or provision contained within these conditions of purchase order, and in any term, condition or provision in the federal terms, then the federal terms shall prevail.

Vendor:

Signed and Delivered on this _____ day of __________, 2026.

Signature Date

This document was acknowledged and subscribed before me the undersigned notary by __________________________________, as the _______________________, of __________________________________, and with proper authority, and who is personally known by me or produced identification of

Notary Public

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