Contract_No._26-24.pdf

Drafted by the Office of the County Attorney.

Approved by the Board of County Commissioners __________, 2026. Page 1 of 12

AGREEMENT FOR

MAINTAINING MULTI-USE PATH

AND RIGHTS OF WAY

CONTRACT NO.: 26-24

THIS AGREEMENT is made this _____ day of ______________, 2026, between WALTON COUNTY, FLORIDA, a political subdivision of the State of Florida, whose address is 76 North Sixth Street, DeFuniak Springs, Florida 32433, the "County", and _________, Florida corporation/limited liability company, whose address is ___________ the "Contractor".

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows.

SECTION 1. INTENT: HIRING OF CONTRACTOR.

The County desires to hire the Contractor to maintain the grounds on the multi-use path and designated rights of way in south Walton County, and the Contractor desires to render such services. Contractor’s services are described in the Scope of Services, attached and incorporated by reference in this Agreement. Therefore, the County agrees to hire the Contractor, and the Contractor agrees to perform the consulting services set forth in the Scope of Services.

SECTION 2. SCOPE OF SERVICES.

Contractor shall maintain the grounds on the multi-use path and designated rights of way in south Walton County in accordance with the Scope of Services set forth in Exhibit A which is attached and incorporated by reference.

SECTION 3. COUNTY'S RESPONSIBILITY.

Except as provided in the Scope of Services, the County's responsibilities are to furnish required information and services and render approvals and decisions as necessary for the orderly progress of the Contractor's services. The County hereby designates the County Administrator or his designee to act on the County's behalf with respect to the Scope of Services. The County Administrator shall have complete authority to transmit instructions, receive information, interpret, and define County's policies and decisions with respect to materials, elements, and systems pertinent to the Contractor's services.

Walton County’s performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. The parties hereto understand that this Agreement is not a commitment of future appropriations.

Approved by the Board of County Commissioners __________, 2026. Page 2 of 12

SECTION 4. TERM OF AGREEMENT.

The term of this Agreement shall be TWO (2) years from the date of its complete execution with the option to renew for two additional periods of ONE (1) year each at the sole discretion of the County.

SECTION 5. COMPENSATION.

A. Total monthly compensation under this Agreement for performing the services set forth in the Scope of Services shall be in accordance with the fee schedule attached hereto as Exhibit B and shall not exceed the amounts established therein.

B. Contractor shall prepare and submit monthly invoices for the services rendered under this Agreement to the County for approval. Invoices for services shall be paid in accordance with the Florida Prompt Payment Act. All invoices shall reference Contract No. 26-24, be accompanied by a report identifying the nature and progress of the work performed, and to also identify the funding entity from the fee schedule in Exhibit B (i.e., TDC or BCC) for the location serviced. The statement shall show a summary of fees with an accrual of the total fees billed and credits for portions paid previously. The County reserves the right to withhold payment to the Contractor for failure to perform the work in accordance with the provisions of this Agreement, and the County shall promptly notify the Contractor if any invoice or report is found to be unacceptable.

SECTION 6. DOCUMENTS.

The documents which comprise this Agreement between the County and the Contractor are:

A. This Agreement, which includes the Scope of Services attached hereto as Exhibit A, and the Contractor’s Fee Schedule attached hereto as Exhibit B;

B. Walton County Invitation to Bid (ITB) No. 26-24, Maintaining Multi-Use Path and Rights of Way;

C. Maintaining Multi-Use Path and Rights of Way Maintenance Maps attached to ITB 26-24 in OpenGov;

D. Any written amendments, modifications or Addenda to this Agreement;

and

E. Contractor’s bid submitted in response to ITB No. 26-24.

In the event of a conflict between any documents comprising this Agreement, the documents shall be construed in the following order of priority: 1) the terms of this Agreement; 2) the provisions of ITB No. 26-24, Maintaining Multi-Use Path and Rights of Way; and then 3) the Contractor’s reply submitted in response to ITB 26-24.

SECTION 7. EQUAL OPPORTUNITY EMPLOYMENT.

In connection with the work to be performed under this Agreement, the Contractor agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity statutes and regulations.

https://procurement.opengov.com/portal/waltoncountyfl

Approved by the Board of County Commissioners __________, 2026. Page 3 of 12

SECTION 8. E-VERIFY

Contractor utilizes the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of: (a) all persons employed by the Contractor during the term of the Agreement to perform employment duties within Florida; and (b) all persons (including subcontractors) assigned by the Contractor to perform work pursuant to the Agreement.

SECTION 9. PROHIBITION AGAINST CONTINGENCY FEES.

Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Agreement and that the Contractor has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement.

For the breach or violation of this provision, the County shall have the right to terminate this Agreement without liability, and at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.

SECTION 10. TRUTH-IN-NEGOTIATIONS/PUBLIC ENTITY CRIMES AFFIDAVIT.

Contractor certifies that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the County determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs.

Contractor represents that it has furnished a Public Entity Crimes Affidavit pursuant to Section 287.133, Florida Statutes.

SECTION 11. INSURANCE.

A. The Contractor shall purchase and maintain such commercial (occurrence form) or comprehensive general liability, workers compensation, professional liability, including errors and omissions coverage if applicable, and other insurance as is appropriate for the services being performed hereunder by the Contractor, its employees, or agents. The amounts and types of insurance shall conform to the following minimum requirements:

1. Worker's Compensation. Coverage must apply for all employees and statutory limits in compliance with the applicable state and federal laws unless Contractor provides a current Florida Workers Compensation exemption certificate. In addition, the policy must include the following:

a. Employer's Liability with a minimum limit per accident in accordance with statutory requirements.

b. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide County with thirty (30) days’ written notice of cancellation and/or restriction.

2. Comprehensive General Liability. Coverage must include:

Approved by the Board of County Commissioners __________, 2026. Page 4 of 12

a. $1,000,000.00 combined limit per occurrence for bodily injury, personal injury, and property damage.

b. Contractual coverage applicable to this specific contract, including any hold harmless and/or indemnification agreement.

c. Additional Insured. County is to be specifically included as an additional insured.

d. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide County with thirty (30) days’ written notice of cancellation and/or restriction.

3. Comprehensive Automobile Liability Coverage must be afforded on a form no more restricted than the latest edition of the Comprehensive Automobile Liability Policy filed by the Insurance Services Office and must include:

a. $300,000 combined single limit per accident for bodily injury and property damage.

b. Owned Vehicles

c. Hired and Non-Owned Vehicles

d. Employee Non-Ownership

e. Additional Insured. County is to be specifically included as an additional insured.

f. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide County with thirty (30) days’ written notice of cancellation and/or restriction.

4. Professional Liability Coverage must include:

a. Minimum limits of $1,000,000 per occurrence and in the aggregate for claims of malpractice, negligence, errors, and omissions.

b. Notice of Cancellation and/or Restriction. The Policy must be endorsed to provide County with thirty (30) days’ prior notice of cancellation and/or restriction of coverage by changed exclusion.

B. 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 VII or better. Certificates of Insurance evidencing the insurance coverage specified in this Section shall be filed with the County. The Certificates of Insurance shall be filed with County before this Agreement is deemed approved by the County. The required Certificates of Insurance not only shall name types of policies provided, but also shall refer specifically to this Agreement and shall list the certificate holder as “Walton County Board of County Commissioners”. All the policies of insurance so required of the Contractor except workers compensation and professional liability insurance shall be endorsed to include as additional insured the County, its officers, employees, and agents to the extent of the County’s interests arising from any contract agreement between County and the Contractor. If the initial insurance expires prior to completion of the work, renewal Certificates of Insurance shall be furnished thirty (30) days prior to the date of their expiration.

Approved by the Board of County Commissioners __________, 2026. Page 5 of 12

C. Insurance coverage shall be placed with insurers or self-insurance funds, satisfactory to the County, licensed to do business in the State of Florida and with a resident agent designated for the service of process. All insurers shall have at least an "A-" policyholder's rating and a financial rating of at least Class VII in accordance with the most current Best's rating. Contractor shall provide the County with financial information concerning any self insurance fund insuring the Contractor. At the County's option, a Best's rating or Self-Insurance Fund financial information may be waived.

D. The purchase of any of the above-referenced insurance policies shall not release the Contractor from any obligation, warranty, or guarantee requisite under this Agreement.

SECTION 12. TERMINATION OF AGREEMENT BY THE COUNTY.

This Agreement may be terminated by the County, with or without cause, or with or without prior written notice. If this Agreement is so terminated the Contractor shall be paid for all work performed, pursuant to the terms and conditions of this Agreement, up to the date of termination and promptly deliver to the County documents that directly support the performance of services by the Contractor. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from the termination.

SECTION 13. PUBLIC ACCESS.

A. A request to inspect or copy public records relating to this Agreement must be made directly to the County. If the County does not possess the requested records, it shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time (§119.0701(3)). If the Contractor fails to provide the public records within a reasonable time, the Contractor may be subject to penalties under §119.10, F.S.

Contractor shall comply with the requirements of Florida’s Public Records law. In accordance with Section 119.0701, Florida Statutes, the Contractor shall (1) keep and maintain public records required by the public agency to perform the service; (2) upon request from the public agency’s custodian of public records, provide the public agency 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 under Florida’s Public Records law or as otherwise provided by law; (3) 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 this contract if the Contractor does not transfer the records to the public agency; and (4) upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If

Approved by the Board of County Commissioners __________, 2026. Page 6 of 12 the Contractor keeps and maintains public records upon completion of this contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from public agency’s custodian of public records, in a format that is compatible with the information technology system of the public agency.

B. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS AGREEMENT, THE CONTRACTOR SHALL CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT:

Genara Roop, Records Management Liaison Officer 161 E. Sloss Avenue DeFuniak Springs, Florida 32433 850-892-8110 publicrecords@mywaltonfl.gov

C. In the event the County must initiate litigation against the Contractor in order to enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the County because the Contractor failed to provide access to public records responsive to a public record request, County shall be entitled to recover all costs, including but not limited to reasonable attorneys’ fees, costs of suit, witness fees, and expert witness fees expended as part of said litigation and any subsequent appeals.

SECTION 14. RECORDS.

The Contractor shall maintain records, and the County shall have inspection and audit rights as follows:

A. Maintenance of Records: The Contractor shall maintain all financial and non-financial records and reports directly or indirectly related to the negotiation or performance of this Agreement including supporting documentation for any service rates, expenses, research, or reports. Such records shall be maintained and made available for inspection for a period of five (5) years from completing performance and receiving final payment under this Agreement.

B. Examination of records: The County or its designated agent shall have the right to examine in accordance with generally accepted governmental auditing standards all records directly or indirectly related to this Agreement. Such examination may be made only within five (5) years from the date of final payment under this Agreement and upon reasonable notice, time, and place.

Records which relate to any litigation, appeals, or settlements of claims arising from performance under this Agreement shall be made available until a final disposition has been made of such litigation, appeals, or claims.

mailto:publicrecords@mywaltonfl.gov

Approved by the Board of County Commissioners __________, 2026. Page 7 of 12

C. Cost and pricing data: The Contractor, by executing this Agreement, certifies to truth-in-negotiation, specifically that wage rates and other factual unit costs supporting the consideration are accurate, complete, and current at the time of contracting. The Contractor agrees that the County may adjust the consideration for this Agreement to exclude any significant sums by which the consideration was increased due to inaccurate, incomplete, or non-current wage rates and other actual unit costs. The County shall make any such adjustment within one (1) year following the termination of this Agreement.

SECTION 15. CONTROLLING LAW AND ATTORNEY FEES

A. This Agreement is to be governed by the laws of the State of Florida. The venue for any litigation resulting out of this Agreement shall be in Walton County, Florida.

B. Should Walton County take any action to enforce any term or provision of this

Agreement, or to collect any portion of the amount payable under this Agreement, including, but not limited to, litigation, then all reasonable litigation and collection expenses, witness fees, expert witness fees, court costs, and reasonable attorneys' fees shall be paid to Walton County by the Contractor.

SECTION 16. SUCCESSORS AND ASSIGNS.

The County and the Contractor bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. Neither the County nor the Contractor shall assign or transfer any interest in this Agreement without the written consent of the other.

SECTION 17. EXTENT OF AGREEMENT.

A. This Agreement represents the entire and integrated agreement between the County and the Contractor and supersedes all prior negotiations, representations, or agreement, either written or oral.

B. This Agreement may only be amended, supplemented, modified, changed, or canceled by a duly executed written instrument.

SECTION 18. INDEMNIFICATION OF THE COUNTY.

Contractor shall indemnify and hold harmless the County and its officers and employees from liabilities, damages, losses, and costs, including but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor and other persons employed or utilized by the Contractor, in the performance of the contract, or the failure of the Contractor to comply with public records requests made pursuant to Section 13 herein. The Contractor shall not indemnify or hold harmless the County for any liabilities, damages, losses, or costs caused solely by the negligence of the County, its employees, officers, directors, or agents. Nothing herein is intended to serve as a waiver of sovereign

Approved by the Board of County Commissioners __________, 2026. Page 8 of 12 immunity by County to which sovereign immunity applies. Nothing herein shall be construed as consent by County to be sued by third parties in any matter arising out of any contract.

SECTION 19. INDEPENDENT CONTRACTOR.

Neither the County nor any of its employees shall have any control over the conduct of the Contractor or any of the Contractor's employees, except as herein set forth, and the Contractor expressly warrants not to represent at any time or in any manner that the Contractor or any of the Contractor's agents, servants, or employees are in any manner agents, servants, or employees of the County. It is understood and agreed that the Contractor is, and shall at all times remain as to the County, a wholly independent contractor and that the Contractor's obligations to the County are solely as prescribed by this Agreement.

SECTION 20. SEVERABILITY.

In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

SECTION 21. NOTICES.

Any notices to be given under this Agreement shall be given by United States Certified Mail with Return Receipt Requested or electronic mail, addressed to the Contractor at its address stated below, and to the County at its address stated below. If providing notice via electronic mail, it shall be deemed that notice was provided on the date said electronic mail was received. The party providing notice by electronic mail shall confirm that the electronic mail was received by the other party.

For Contractor: For County:

[Name of Business Entity] Walton County Board of County Commissioners [Attn] c/o Walton County Administration [Address] 76 North 6th Street [Telephone] DeFuniak Springs, Florida 32433 [Email] 850-892-8155 contracts@mywaltonfl.gov

Either party shall notify the other party of any change in name or address to which Notices shall be sent by providing the same with at least five (5) days’ written notice to the other party at the address set forth herein.

SECTION 22. ELECTRONIC SIGNATURE.

This Agreement may be executed with an electronic signature by either or both parties to this Agreement, and shall be legally binding as to each and all parties hereto, and shall have the same authority, effect, and enforceability as an original signature.

mailto:contracts@co.walton.fl.us

Approved by the Board of County Commissioners __________, 2026. Page 9 of 12

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

ATTEST: WALTON COUNTY, FLORIDA

Crystal Sconiers, Clerk of the Circuit Court and Comptroller By:__________________________________

Brad Drake, Chair Board of County Commissioners

Date: ________________________________

Approved For Form:

Clay B. Adkinson, County Attorney Walton County, Florida

CONTRACTOR

By:___________________________________

Date: ________________________________

STATE OF FLORIDA:

COUNTY OF __________:

Acknowledged and subscribed before me the undersigned notary by means of physical presence or online notarization, on this ___day of ___________, 2026, by _____________________, the _____________ (insert title) of _____________ with legal corporate authority, and who is known to me or has produced identification of:

Notary Public

Approved by the Board of County Commissioners __________, 2026. Page 10 of 12

EXHIBIT A

SCOPE OF SERVICES

Contractor shall provide routine maintenance of County-owned multi-use paths and associated rights-of-way to ensure safe, attractive, and ADA-accessible facilities.

The Contractor shall furnish all labor, supervision, equipment, vehicles, fuel, disposal fees, traffic control devices, safety equipment, materials, and incidentals necessary to complete the work. Maintenance activities should follow standards provided by the 2012 or newer version of "A Guide for Roadside Vegetation Management."

A. MAINTENANCE ACTIVITIES AND SERVICE SPECIFICATIONS

1. Frequency of Maintenance Activities All activities shall be performed on a 7-day cycle March through October, and on a 30-day cycle November through February.

2. Mowing Grass must be maintained at a height of 3 inches. Grass clippings must be removed from the site or mulched with an approved mulching mower. Lawn area is generally defined as the entire width between the roadway and the edge of the tree/brush line or overhead utility poles. In no case shall the lawn area be greater than 25 feet from the edge of the roadway. Lawn area must be maintained to at least a mower's width between the Multi-Use Path and edge of Right of Way when lawn area is greater than 25 feet.

3. Litter and Debris Removal As part of each maintenance cycle, a general cleanup program will occur. The cleanup program shall involve policing of all areas subject to this agreement for the removal of paper, cans, bottles, sticks, cigarette butts, leaves, and any other debris on or along the multi-use paths and rights of way. This may require the removal of large amounts of sand by shovel in certain areas after heavy rain. Debris is to be removed during the maintenance cycle. This includes all areas.

4. Tree and Limb Clearance All tree limbs and vines that hang above the Multi-Use Path are to be maintained at a minimum height of 11 feet. Vines and tree limbs are to be tended to during the maintenance cycle and/or when called upon by the Project Manager.

5. Edging All areas where grass abuts hard surfaces, edges, mulch beds, sculptures, fences, sprinkler heads, and other immobile objects shall be cut with a string trimmer to the same height as the lawn areas — 3 inches. Using a mechanical edging tool or shovel, all sidewalks and Multi-Use Paths shall be edged during each maintenance cycle and/or when called upon by the Project Manager. Edging shall be performed to result in neat, vertical, uniform lines and uniform depths. Depths and line boundaries shall be determined by the County. Chemical edging may not be used to define the

Approved by the Board of County Commissioners __________, 2026. Page 11 of 12

Multi-Use Path edge.

6. Improved Surface Vegetation / Weed Removal All plant growth on paved surfaces, curbs, sidewalks, driveways, cracks, seams, joints, boardwalks, and walkways shall be removed during each maintenance cycle and/or when called upon by the Project Manager. The Contractor may elect to use state-approved herbicides, after removing weeds, to reduce undesired regrowth on the path. Herbicide is not to be used beside the path and must not leach over and damage grass adjacent to the path.

7. Hedge Trimming All hedges fronting developed home sites and in public non-developed areas, or when encroaching the Multi-Use Path, shall be hand pruned to remove dead or damaged wood and pocket pruned to allow for natural development of plant material. Pruning shall be performed through the growing months, May through October, to keep plant material aesthetically pleasing and within its boundaries.

During each maintenance cycle and/or when called upon by the Project Manager, shrubbery shall be pruned as necessary where it is growing into the Multi-Use Path.

Deep hand pruning and/or structure pruning shall be performed once a year during February. Structure pruning is defined as using hand pruners, hand saws, and/or loppers to prune old wood and prune behind multiple breaks to maintain proper proportions, promote interior growth, and an aesthetically pleasing appearance. All pruning material is to be removed from the right-of-way and disposed of properly.

8. Safety The Contractor shall take every precaution when using mechanical equipment with the public present. This includes turning off mower blades and ceasing any blowing of debris before the public or a vehicle is within 50 feet.

B. LIMITED MAINTENANCE AREAS

The following maintenance activities are required in limited maintenance areas:

1. Litter and debris removal

2. Tree and limb clearance

3. Safety Limited maintenance areas are identified on the maintenance maps highlighted in yellow with no outline.

C. PATH INSPECTION REQUIREMENTS

The Contractor shall report all of the following within 1 business day of discovery:

1. Pavement failures

2. Sinkholes and/or settlement

3. Damaged signs

4. Hazardous trees

5. Drainage problems

Approved by the Board of County Commissioners __________, 2026. Page 12 of 12

D. ACCEPTANCE OF COMPLETED WORK

The Project Manager will determine if the completed work for each cycle is acceptable.

After inspection is complete and work is accepted, the Project Manager may contact the Contractor within 3 calendar days from the completed work date for any further remedial action required. Work determined to be defective or insufficient will be remedied by the Contractor at no additional cost to the County within 24 hours. Failure or delay of remedial activities may result in withholding of the Contractor's scheduled payment application.

E. AREAS UNDER CONSTRUCTION

Various areas of the Multi-Use Path identified in the maintenance maps and bid schedule are currently under construction. When construction of the Multi-Use Path is complete in these specific locations, the Project Manager will issue a Notice to Proceed for maintenance to commence in those areas.