ICA SOLE SOURCE PipeTech w_attach.pdf

INDEPENDENT CONTRACTOR'S AGREEMENT

Industrial Technology Group, LLC

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THIS INDEPENDENT CONTRACTOR’S AGREEMENT (hereinafter this “Agreement”) is made and entered into this _____ day of _______________ 2025, by and between CITY OF BROOKSVILLE, a municipal corporation of the State of Florida (hereinafter the "CITY") and INDUSTRIAL TECHNOLOGY GROUP, LLC. a Montana Limited Liability Company (hereinafter

"CONTRACTOR").

WITNESSETH

WHEREAS, the CITY is a municipal corporation in the State of Florida, having a responsibility to provide certain services to benefit the citizens of CITY of Brooksville; and

WHEREAS, the CITY has the full power and authority to enter into the transactions contemplated by this Agreement; and

WHEREAS, CONTRACTOR is in the business of parts and supplies in CITY of Brooksville and elsewhere in the State of Florida; and

WHEREAS, the CITY Manager has determined that CONTRACTOR is a single or “sole” source provider pursuant to the CITY Procurement Policy and Florida Statutes Section 287.057 and that: (1) the price and other terms submitted are fair and reasonable; and (2) the contract and purchase is in the best interest of the CITY; and

WHEREAS, CONTRACTOR agrees to provide such goods and services as more particularly described in this Agreement, as well as in any bid or proposal documents issued in connection with this project.

WHEREAS, Section 119.0701, Fla. Stat., requires that certain public agency contracts must include certain statutory provisions concerning the CONTRACTOR’s compliance for Florida’s Public Records Act; and

WHEREAS, Section 768.28, Fla. Stat., sets forth certain mandatory limitations on indemnification and liability for Florida public agencies; and

WHEREAS, Florida law requires that public agency contracts be subject to non-appropriation and thereby contingent upon appropriation during the public agency’s statutorily mandated annual budget approval process; and

WHEREAS, Section 448.095, Fla. Stat., imposes certain obligations on public agencies with regard to the use of the E-Verify system by their CONTRACTORs and subcontractors; and

WHEREAS, Section 287.133 and 287.135, Fla. Stat., provides restrictions on local governments contracting with companies that are on certain Scrutinized Companies lists or convicted vendor list; and

WHEREAS, additional terms consistent with Sections 282.3185(5) and (6) related to data management and Section 287.05701 related to social government and corporate activism are also added by virtue of this Addendum; and

WHEREAS, Section 286.101, Florida Statutes contains a list of “foreign countries of concern” including, the People’s Republic of China, the Russian Federation, the Islamic Republic

INDEPENDENT CONTRACTOR'S AGREEMENT

ICA Page 2 of 16 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 under significant control of such “foreign country of concern”. Any entity that does business with a state agency or political subdivision must disclose certain of their dealings with those “foreign countries of concern” to the Florida Department of Financial Services; and

WHEREAS, Section 787.06(13), Florida Statutes provides that when a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in such statute.

NOW THEREFORE in consideration of the premises, and in consideration of the mutual conditions, covenants, and obligations hereafter expressed, the parties agree as follows:

1. Acceptance of work product, payment, and warranty. Upon receipt of a periodic work product or notice that work has progressed to a point of payment in accordance with Attachment “A” attached or the Bid Documents, if any, together with an invoice sufficiently itemized to permit audit, the CITY will diligently review those documents. When it finds the work acceptable under this Agreement the installment payment, found to be due to CONTRACTOR, will be paid to CONTRACTOR within thirty (30) days after the date of receipt of the invoice, unless another payment schedule is provided in Attachment “A”. CONTRACTOR warrants that the data utilized by CONTRACTOR (other than as provided by the CITY) are from a source, and collected using methodologies, which are generally recognized in CONTRACTOR’s industry or profession to be a reliable basis and foundation for CONTRACTOR’s work product. CONTRACTOR must notify the CITY in writing if it appears, in CONTRACTOR’s professional judgement that the data or information provided by the CITY for use in CONTRACTOR’s work product is incomplete, defective, or unreliable. CONTRACTOR guarantees to amend, revise, or correct to the satisfaction of the CITY any error appearing in the work as a result of CONTRACTOR’s failure to comply with the warranties and representations contained herein. Neither inspection nor payment, including final payment, by the CITY will relieve CONTRACTOR from its obligations to do and complete the work product in accordance with this Agreement.

2. Commencement and completion/Term. ☒Yes ☐No

The contract period will begin on the date of the execution of the Agreement, and shall continue with annual renewal until cancellation in writing by either party.

3. Description of Work.

a. The CITY hereby retains CONTRACTOR to furnish services as described in the Scope of

Services, which is attached hereto as Attachment "A" and incorporated herein by reference. Any conflict between the terms and conditions in the body of this Agreement and the terms and conditions set forth in Attachment "A" will be resolved in favor of the body of this Agreement.

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b. CONTRACTOR must provide all permits, labor, materials, equipment, and supervision necessary for the completion of the Scope of Services, unless specifically excluded.

Suppliers shall furnish all equipment, labor, materials, supplies, licensing, transportation, and other components necessary to provide and deliver Neptune meters, related parts, and accessories on an "as needed" basis that will meet the requirements of this Agreement."

c. CONTRACTOR must also comply with, and abide by, all requirements as contained in any invitation to bid (ITB), request for proposals (RFP), request for qualifications (RFQ), bid specifications, engineering plans, shop drawings, material lists, or other similar documents issued for this project by the CITY, together with any addenda, hereinafter the “Bid Documents, as applicable.” The Bid Documents, if applicable, are hereby incorporated into this Agreement by reference and are declared to be material part of this Agreement.

4. Federal or State Funding. If any portion of the funding for this Agreement is derived from the State of Florida, or any department of the State of Florida, or from federal funding through the State of Florida, the provisions of this sub-paragraph shall apply, provisions elsewhere in this Agreement to the contrary notwithstanding. CONTRACTOR shall make inquiry from the CITY’s Project Manager to determine whether Federal or State funding is applicable to this Agreement.

Federal Aid Construction Contract ☐Yes ☒NO

Federal-aid construction projects shall be subject to the provisions in Attachment “A” which is attached hereto and incorporated herein by reference.

5. Bond.

Performance Bond: ☐YES ☒NO

A Performance Bond, in the amount of 100 percent of the bid, shall be required of the successful Proposer/CONTRACTOR to ensure satisfactory completion of the work. The bond shall be a Corporate Surety Bond issued by a surety company authorized to do business in the State of Florida. The Attorney in Fact, who signs the bond, must file with the bond, a certificate and effective dated copy of a Power of Attorney. The surety company shall have a current, valid Certificate of Authority issued by the State of Florida.

The surety company shall have current, valid Certificate of Authority issued by the United States Treasury Department under Sections 9304 to 9308 of Title 31 of the U.S. Code.

The surety company shall be in full compliance with the provisions of the Florida Insurance Administrative Code and shall have at least twice the minimum surplus and capital required by the same at the time the Invitation for Bid is issued.

The Proposer/CONTRACTOR shall record the Performance Bond in Hernando County public records as required by §255.05 Florida Statutes. The Proposer/CONTRACTOR shall furnish a certified copy of the recorded Performance Bond to the CITY before the Notice to Proceed, when required, or before payment will be issued. The failure of the Proposer/CONTRACTOR to accept an award and file and provide an acceptable Performance Bond within fifteen (15) days after receipt of contract but prior to any work activities shall be just cause for cancellation of the award and the forfeiture of the bid surety to the CITY of Brooksville as liquidated damages. Award may then be made to the next, lowest, responsive, and responsible Proposer/CONTRACTOR.

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Payment Bond: ☐YES ☒NO

A Payment Bond, in the amount of 100 percent of the bid, shall be required of the successful CONTRACTOR to guarantee payment of all persons who have and fulfill contracts with the CONTRACTOR for performing labor or providing equipment or material in the performance of the work provided for in the contract. The bond shall be a Corporate Surety Bond issued by a surety company authorized to do business in the State of Florida.

The Attorney in Fact, who signs the bond, must file with the bond, a certificate and effective dated copy of Power of Attorney. The surety company shall have a current, valid Certificate of Authority issued by the State of Florida. The surety company shall have current, valid Certificate of Authority issued by the United States Treasury Department under Sections 9304 to 9308 of Title 31 of the U.S. Code. The surety company shall be in full compliance with the provisions of the Florida Insurance Administrative Code and shall have at least twice the minimum surplus and capital required by the same at the time the Invitation for Bid is issued.

The Proposer/CONTRACTOR shall record the Payment Bond in Hernando County public records as required by §255.05 Florida Statutes. The Proposer/CONTRACTOR shall furnish a certified copy of the recorded Payment Bond to the CITY before the Notice to Proceed, when required, or before payment will be issued. The failure of the Proposer/CONTRACTOR to accept an award and file and provide an acceptable Payment Bond within fifteen (15) days after receipt of contract but prior to any work activities shall be just cause for cancellation of the award and the forfeiture of the bid surety to the CITY of Brooksville as liquidated damages. Award may then be made to the next, lowest, responsive, and responsible Proposer/CONTRACTOR.

The CITY will not make any payment to CONTRACTOR, nor will any payment be deemed to be due to CONTRACTOR, until such surety for the faithful payment and performance of the work is furnished in a manner and form satisfactory to the CITY.

6. Independent CONTRACTOR.

a. CONTRACTOR is, and will be deemed to be, an independent CONTRACTOR and not a servant, employee, joint adventurer, or partner of the CITY. None of CONTRACTOR’s agents, employees, or servants are, or will be deemed to be, the agent, employee, or servant of the CITY. None of the benefits, if any, provided by the CITY to its employees, including but not limited to compensation insurance and unemployment insurance, are available from the CITY to the employees, agents, or servants of CONTRACTOR. CONTRACTOR will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, and subcontractors during the performance of this Agreement. Although CONTRACTOR is an independent CONTRACTOR, the work contemplated herein must meet the approval of the CITY and is subject to the CITY's general right of inspection to secure the satisfactory completion thereof. CONTRACTOR must comply with all Federal, State and municipal laws, rules and regulations that are now or may in the future become applicable to CONTRACTOR, or to CONTRACTOR's business, equipment, or personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations. The CITY will not be held responsible for the collection of or the payment of taxes or contributions of any nature on behalf of

CONTRACTOR.

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b. CONTRACTOR will bear all losses resulting to it on account of the amount or character of the work, or because of bad weather, or because of errors or omissions in its contract price.

7. Insurance.

a. CONTRACTOR must maintain such insurance as will fully protect both CONTRACTOR and the CITY from any and all claims under any Workers Compensation Act or Employers Liability Laws, and from any and all other claims of whatsoever kind or nature to the damage or property, or for personal injury, including death, made by anyone whomsoever, that are caused by operations carried on under this Agreement, either by CONTRACTOR, any subcontractor, or by anyone directly or indirectly engaged or employed by either of them.

b. The insurance coverage required by this Agreement must not be less than the amounts described in the Bid Documents. If the Bid Documents do not state an insurance requirement or the amount of insurance, then the amount of insurance required by this Agreement must not be less than:

i. WORKERS' COMPENSATION:

Coverage is to apply for all employees for statutory limits in compliance with the applicable state and federal laws. The policy must include Employers' Liability with a limit of $500,000 each accident, $500,000 each employee, $500,000 policy limit for disease.

ii. COMMERCIAL GENERAL LIABILITY - OCCURRENCE FORM REQUIRED:

CONTRACTOR shall maintain commercial general liability (CGL) insurance with a limit of not less than $500,000 each occurrence. If such CGL insurance contains a general aggregate limit, it shall apply separately to this location/project in the amount of $1,000,000. Products and completed operations aggregate shall be $1,000,000. CGL insurance shall be written on an occurrence form and shall include bodily injury and property damage liability for premises, operations, independent CONTRACTORs, products and completed operations, contractual liability, broad form property damage and property damage resulting from explosion, collapse or underground (x, c, u) exposures, personal injury and advertising injury. Damage to rented premises shall be included at $100,000.

iii. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE:

CONTRACTOR shall maintain automobile liability insurance with a limit of not less than $1,000,000 each accident for bodily injury and property damage liability.

Such insurance shall cover liability arising out of any auto (including owned, hired and non-owned autos.) The policy shall be endorsed to provide contractual liability coverage.

iv. BUILDERS RISK INSURANCE ☐ Yes ☒ No

When a contract includes construction of and/or additions to above ground buildings or structures, Builders Risk coverage must be provided. Contract specifications should state whether the owner or CONTRACTOR takes out this policy. The contract should specify a waiver of subrogation between the owner

ICA Page 6 of 16 and CONTRACTOR to the extent that damage to the project is covered by insurance. The CONTRACTOR shall purchase and maintain Builders Risk Insurance to cover the subject property for all risks of loss, subject to a waiver of coinsurance, and cover off-site storage, transit and installation risks. The policy is to be endorsed to cover the interests of all parties, including the Entity and all CONTRACTORs and subcontractors. The insurance is to be endorsed to cover testing and to grant permission to occupy the facility under construction/renovation during such activity.

c. EVIDENCE OF INSURANCE.

The CONTRACTOR shall furnish the CITY of Brooksville with Certificates of Insurance. The Certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. The CITY of Brooksville is to be specifically included as an additional insured on all policies except Worker’s Compensation. In the event the insurance coverage expires prior to the completion of the projects, a renewal certificate shall be issued 30 days prior to said expiration date. The policy shall provide a 30-day notification clause in the event of cancellation to the policy. All certificates of insurance must be on file with and approved by the CITY of Brooksville before the commencement of any work activities.

d. The insurance coverages procured by CONTRACTOR as required herein will be considered as primary insurance over and above any other insurance, or self– insurance, available to CONTRACTOR, and any other insurance, or self-insurance available to CONTRACTOR will be considered secondary to, or in excess of, the insurance coverage(s) procured by CONTRACTOR as required herein.

8. Liquidated Damages. ☐Yes ☒No

Liquidated damages shall apply to compensate for delays. The parties acknowledge and agree that the damages to the CITY associated with any delay in completion of the Project are not readily ascertainable as of the time of execution of this Agreement, and concur that the sum of N/A per day, bears a reasonable relationship to the actual damages which the CITY would suffer as a consequence of any such delay in completion of the Work. The parties agree that such sums are reasonable and would not constitute a penalty against the CONTRACTOR. In arriving at these sums, consideration has been given to the loss to the public of the use of the Project due to delay, the additional administrative costs caused by any delay, higher labor and material costs associated with delay, risks associated with litigation from delay, and other factors.

Failure to complete the Work by any Milestone Date(s) set forth in this Agreement up to and including that for Final Completion, therefore, shall entitle the CITY to deduct these sums from the Contract Price for each day of delay in meeting each such Milestone Date.

The amounts of Liquidated Damages for individual Milestone Dates are additive for each day of delay they are concurrently in effect.

The Procurement Officer will issue a letter in writing within thirty (30) days after the intermediate Milestone Date, Substantial Completion Date, or Final Completion Date notifying the CONTRACTOR that liquidated damages will be assessed each calendar day until the work is completed and accepted by the CITY Representative for substantial or final completion date whichever one applies. Liquidated damages shall be deducted at the daily rate in the amount stated in the Contract Documents from any monies due the

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CONTRACTOR. The CITY Manager, however, retains discretion to recommend to the Council that any portion or all of the liquidated damages be waived in order to advance the best interests of the CITY.

The Bidder will pay as liquidated damages the sum of N/A per day over the N/A days agreed to for work to be completed.

9. Personal nature of Agreement; Assignment.

a. The parties acknowledge that the CITY places great reliance and emphasis upon the knowledge, expertise, training, and personal abilities of CONTRACTOR. Accordingly, this Agreement is personal, and CONTRACTOR is prohibited from assigning or delegating any rights or duties hereunder without the specific written consent of the

CITY.

b. If CONTRACTOR requires the services of any subcontractor or professional associate in connection with the work to be performed under this Agreement, CONTRACTOR must obtain the written approval of the CITY Project Manager prior to engaging such subcontractor or professional associate. CONTRACTOR will remain fully responsible for the services of any subcontractors or professional associates.

10. General Provisions. CONTRACTOR must comply with the following general provisions:

A. Compliance with Laws. In providing the Scope of Services, CONTRACTOR must comply with all federal, state, and local laws, statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and hereafter adopted.

B. Data Management; Notice of Breach. CONTRACTOR shall cooperate with the CITY and provide timely incident reporting, response activities/fact gathering, public and agency notification, severity level assessment, after-action reports, etc., which the CITY must report in accordance with Sections 282.3185(5) & (6), Florida Statutes in the event of a data breach.

C. Discrimination.

CONTRACTOR shall not discriminate against any employee employed in the performance of this Agreement, or against any applicant for employment because of age, ethnicity, race, religious belief, disability, national origin, or sex. CONTRACTOR shall not exclude any person, on the grounds of age, ethnicity, race, religious belief, disability, national origin, or sex, from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under, this Agreement.

CONTRACTOR shall provide a harassment-free workplace, with any allegation of harassment given priority attention and action by management.

D. Indemnification.

a. CONTRACTOR indemnifies and holds the CITY harmless against and from any and all claims, losses, penalties, interest, demands, judgments, costs, damages, or expenses incurred by the CITY, or its agents, officers, or employees, to the extent directly caused from CONTRACTOR’s negligent performance under this

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Agreement or by any person on CONTRACTOR’s behalf, including but not limited to those claims, losses, penalties, interest, demands, judgments, costs, damages, or expenses arising out of any accident, casualty, or other occurrence causing injury to any person or property. This includes persons employed or utilized by CONTRACTOR (including CONTRACTOR’s agents, employees, and subcontractors). CONTRACTOR, to the extent CONTRACTOR is furnishing the design hereunder, further indemnifies the CITY against any claim that any product purchased or licensed by the CITY from CONTRACTOR under this Agreement infringes a United States patent, trademark, or copyright. CONTRACTOR acknowledges that CONTRACTOR has received consideration for this indemnification, and any other indemnification of the CITY by CONTRACTOR provided for within the Bid Documents, the sufficiency of such consideration being acknowledged by CONTRACTOR, by CONTRACTOR’s execution of this Agreement. CONTRACTOR’s obligation will 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, whether such insurance is in connection with this Agreement or otherwise. Such indemnification is in addition to any and all other legal remedies available to the CITY and not considered to be the CITY’s exclusive remedy.

b. In the event that any claim in writing is asserted by a third party which may entitle the CITY to indemnification, the CITY must give notice thereof to CONTRACTOR, which notice must be accompanied by a copy of statement of the claim. Following the notice, CONTRACTOR has the right, but not the obligation, to participate at its sole expense, in the defense, compromise or settlement of such claim with counsel of its choice. If CONTRACTOR does not timely defend, contest, or otherwise protect against any suit, action or other proceeding arising from such claim, or in the event the CITY decides to participate in the proceeding or defense, the CITY will have the right to defend, contest, or otherwise protect itself against same and be reimbursed for expenses, costs and attorney’s fees upon not less than ten (10) days’ notice to CONTRACTOR, to make any reasonable compromise or settlement thereof. In connection with any claim as aforesaid, the parties hereto must cooperate fully with each other and make available all pertinent information necessary or advisable for the defense, compromise or settlement of such claim.

c. The indemnification provisions of this paragraph will survive the termination of this

Agreement.

E. Compliance/Consistency with Section 768.28, Fla. Stat. Any indemnification or agreement to defend or hold harmless by CITY specified in the Agreement shall not be construed as a waiver of CITY's sovereign immunity, and shall be limited to such indemnification and liability limits consistent with the requirements of Section 768.28, Fla.

Stat. and subject to the procedural requirements set forth therein. Any other purported indemnification by CITY in the Agreement in derogation hereof shall be void and of no force or effect.

F. Disclosure Requirements for “Foreign Countries of Concern”. CONTRACTOR shall comply with the disclosure requirements set forth is section 286.101 (3) (a), F.S., which requires “Any entity that applies to a state agency or political subdivision for a grant or

ICA Page 9 of 16 proposes having a contract value of $100,000 or more shall disclose to the state agency or political subdivision any current or prior interest of, any contract with, or any grant or gift received from a “foreign country of concern” if such interest, contract, grant or gift received from a “foreign country of concern” if such interest, contract, grant or gift has a value of $50,000 or more and such interest existed at any time or such contract, grant or gift was received or in force at any time during the previous five (5) years. Such disclosure shall contain the name and mailing address of the disclosing entity, the amount of the gift or the value of the interest disclosed, the applicable “foreign country of concern” and, if applicable the date of termination of the contract or interest, the date of receipt of the grant or gift and the name of the agent or controlled entity that is the source or interest holder.

Within one (1) year before applying for any grant or proposing any contract, such entity must provide a copy of such disclosure to the Department of Financial Services”. Pursuant to section 268.101(7), F.S.: “In addition to any fine assessed under [section 286.101(7)(a), F.S.], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision shall automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission for good cause.”

G. Public Records Compliance.

CONTRACTOR agrees that, to the extent that it may "act on behalf" of the CITY within the meaning of Section 119.0701(1)(a), Florida Statutes in providing its services under this Agreement, it shall:

(a) Keep and maintain public records required by the public agency to perform the service.

(b) 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 in this chapter 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 CONTRACTOR does not transfer the records to the public agency.

(d) 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 the CONTRACTOR keeps and maintains public records upon completion of the 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 the CITY’s custodian of public records, in a format that is compatible with the information technology systems of the CITY.

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(e) Pursuant to Section 119.0701(2)(a), Fla. Stat., 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, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT:

CITY HALL

201 HOWELL AVENUE

BROOKSVILLE, FL 34601

352-540-3816

JBATTISTA@CITYOFBROOKSVILLE.US

H. Public Records Compliance Indemnification. CONTRACTOR agrees to indemnify and hold the CITY harmless against any and all claims, damage awards, and causes of action arising from the CONTRACTOR’s failure to comply with the public records disclosure requirements of Section 119.07(1), Florida Statutes, or by CONTRACTOR’s failure to maintain public records that are exempt or confidential and exempt from the public records disclosure requirements, including, but not limited to, any third party claims or awards for attorneys’ fees and costs arising therefrom. CONTRACTOR authorizes the public agency to seek declaratory, injunctive, or other appropriate relief against CONTRACTOR in Hernando County Circuit Court on an expedited basis to enforce the requirements of this section.

I. E-Verify Compliance. By entering into this Agreement, the CONTRACTOR is obligated to comply with the provisions of Section 448.095, Florida Statutes “Employment Eligibility,” as amended from time to time. This includes but is not limited to register with and use the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to CONTRACTOR attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. CONTRACTOR agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended and CONTRACTOR will not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. CONTRACTOR will also be liable for any additional costs to the CITY as a result of the termination of this Agreement in accordance with this paragraph. CONTRACTOR affirmatively states, under penalty of perjury, that in accordance with Section 448.095, Florida Statutes, CONTRACTOR is registered with and uses the E-Verify system to verify the work authorization status of all newly hired employees, that in accordance with such statute, CONTRACTOR requires from each of its subcontractors an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, and that CONTRACTOR is otherwise in compliance with Sections 448.09 and 448.095, Florida Statutes.

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J. Agency. CONTRACTOR agrees and acknowledges that it, its employees, and its subcontractors are not agents or employees of the Federal Government, of the State of Florida, or of any department of the Federal Government or the State of Florida.

K. Inspections. CONTRACTOR shall permit, and require its subcontractors to permit, the

CITY’s and the State of Florida’s authorized representatives to inspect all work, materials, payrolls, and records, to audit the books, records, and accounts pertaining to the financing and development of the Services described in the Contract Documents.

L. Auditor General Cooperation. CONTRACTOR shall comply with §20.055 (5), Florida

Statutes, and shall incorporate in all subcontracts the obligation to comply with §20.055 (5), Florida Statutes.

M. Non-appropriation. CITY’S performance and obligation to pay under this Agreement is contingent upon an appropriation during the CITY’s annual budget approval process. If funds are not appropriated for a fiscal year, then the CONTRACTOR shall be notified as soon as is practical by memorandum from the CITY Manager or designee that funds have not been appropriated for continuation of the Agreement, and the Agreement shall expire at the end of the fiscal year for which funding has been appropriated. The termination of the Agreement at fiscal year-end shall be without penalty or expense to the CITY subject to the CITY paying all invoices for services rendered during the period the Agreement was funded by appropriations

N. Compliance/Consistency with Scrutinized Companies Provisions of Florida Statutes. Section 287.135(2)(a), Florida Statutes, prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to section 215.4725, Florida Statutes, or is engaged in a boycott of Israel. Section 287.135(2)(b), Florida Statutes, further prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services over one million dollars ($1,000,000) if, at the time of contracting or renewal, the company is on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, both created pursuant to section 215.473, Florida Statutes, or the company is engaged in business operations in Cuba or Syria. CONTRACTOR hereby certifies that CONTRACTOR is not listed on any of the following: (i) the Scrutinized Companies that Boycott Israel List, (ii) Scrutinized Companies with Activities in Sudan List, or (iii) the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. CONTRACTOR further hereby certifies that CONTRACTOR is not engaged in a boycott of Israel or engaged in business operations in Cuba or Syria.

CONTRACTOR understands that pursuant to section 287.135, Florida Statutes, the submission of a false certification may subject CONTRACTOR to civil penalties, and/or costs. CONTRACTOR further understands that any contract with CITY for goods or services of any amount may be terminated at the option of CITY if CONTRACTOR (i) is found to have submitted a false certification, (ii) has been placed on the Scrutinized Companies that Boycott Israel List, or (iii) is engaged in a boycott of Israel. And, in addition to the foregoing, if the amount of the contract is one million dollars ($1,000,000) or more, the contract may be terminated at the option of CITY if the company is found to have submitted a false certification, has been placed on the Scrutinized Companies with

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Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria.

O. Miscellaneous Provisions. The following miscellaneous provisions apply to this

Agreement:

a. Billing frequency occurs annually (every 1 year).

P. Binding Nature of Agreement. This Agreement is binding upon the successors and assigns of the parties hereto.

Q. Entire Agreement. This Agreement states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the contrary. CONRACTOR recognizes that any representations, statements, or negotiations made by the CITY staff do not suffice to legally bind the CITY in a contractual relationship unless they have been reduced to writing, authorized, and signed by the authorized CITY representatives.

R. Amendment. No modification, amendment, or alteration in the terms or conditions of this

Agreement will be effective unless contained in a written document executed with the same formality as this Agreement.

S. Severability. If any term or provision of this Agreement is held, to any extent, invalid or unenforceable, as against any person, entity, or circumstance during the Term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity will not affect any other term or provision of this Agreement, to the extent that the Agreement will remain operable, enforceable, and in full force and effect to the extent permitted by law.

T. Construction. If any provision of this Agreement becomes subject to judicial interpretation, the court interpreting or considering such provision should not apply the presumption or rule of construction that the terms of this Agreement be more strictly construed against the party which itself or through its counsel or other agent prepared it.

All parties hereto have participated in the preparation of the final form of this Agreement through review by their respective counsel, if any, or the negotiation of specific language, or both, and, therefore, the application of such presumption or rule of construction would be inappropriate and contrary to the intent of the parties.

U. Environmental and Social Government and Corporate Activism. The CITY has not given preference or requested documentation from the CONTRACTOR based on CONTRACTOR’s social, political or ideological interest. CONTRACTOR agrees to similarly not request documentation or give preference to any subcontractor based on the subcontractor’s social, political or ideological interests.

V. Headings. All headings in this Agreement are for convenience only and are not to be used in any judicial construction or interpretation of this Agreement or any paragraph.

W. Waiver. The indulgence of either party with regard to any breach or failure to perform any provision of this Agreement does not constitute a waiver of the provision or any portion of

ICA Page 13 of 16 this Agreement, either at the time the breach or failure occurs or at any time throughout the term of this Agreement. The review of, approval of, or payment for any of CONTRACTOR’s work product, services, or materials does not operate as a waiver, and should not be construed as a waiver, of any of the CITY’s rights under this Agreement, or of any cause of action the CITY may have arising out of the performance of this Agreement.

X. Force Majeure. Notwithstanding any provisions of this Agreement to the contrary, the parties will not be held liable if failure or delay in the performance of this Agreement arises from fires, floods, strikes, embargos, acts of the public enemy, unusually severe weather, outbreak of war, restraint of government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the parties. This provision does not apply if the “Scope of Services” of this Agreement specifies that performance by CONTRACTOR is specifically required during the occurrence of any of the events mentioned.

Y. Attorney’s Fees and Costs. Notwithstanding any other provision to the contrary, if litigation ensues regarding this Agreement, each party hereto shall bear its own attorney’s fees and costs.

Z. Venue and Jurisdiction. Notwithstanding any other provision to the contrary, this

Agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the state of Florida, without reference to conflict of law principles. As a material condition of this Agreement, each Party hereby irrevocably and unconditionally: i) consents to submit and does submit to the jurisdiction of the Circuit Court in and for Hernando County, Florida for any actions, suits or proceedings arising out of or relating to this Agreement.

AA. No coercion for labor or services. The CONTRACTOR swears under penalty of perjury that the CONTRACTOR does not use coercion for labor or services as defined as follows:

a. “Coercion” means:

1. Using or threatening to use physical force against any person;

2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will;

3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined;

4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person;

5. Causing or threatening to cause financial harm to any person;

6. Enticing or luring any person by fraud or deceit; or

7. Providing a controlled substance as outlined in Schedule I or Schedule II of Sec. 893.03, Fla. Stat. to any person for the purpose of exploitation of that person.

ICA Page 14 of 16

BB. Notices. All notices to the parties under this Agreement must be in writing and sent certified mail to:

a. To CITY: City Manager, City of Brooksville, 201 Howell Ave., Brooksville, FL 34601

b. To CONTRACTOR: Industrial Technology Group, LLC, PO Box 1577, Miles City, MT 59301

CC. Payment.

a. The CITY agrees to compensate CONTRACTOR, for work actually performed under this Agreement, at the rate or basis described in Attachment "A", which is attached hereto and incorporated herein by reference. CONTRACTOR must perform all work required by the Scope of Services, but in no event will CONTRACTOR be paid more than the negotiated amount set forth in Attachment “A”.

b. Progress payments, if any, will be made as set forth in Attachment “A”.

c. The CITY reserves the right to ratably withhold amounts in the event of the nonperformance of all or part of CONTRACTOR’s obligations. CONTRACTOR must, without additional compensation, correct and revise any errors, omissions, or other deficiencies in its work product, services, or materials arising from the error or omission or negligent act of CONTRACTOR.

DD. Public Entities Crime or Convicted Vendor List. CONTRACTOR agrees and assumes a continuous duty to disclose to the CITY if the CONTRACTOR or any of its affiliates as defined by Section 287.133(1)(a), Florida Statutes are placed on the Convicted Vendor List or the Antitrust Violator Vendor List maintained by the Florida Department of Management Services. Recitals. The foregoing recitals are true and correct, constitute a material inducement to the parties to enter into this Agreement and are hereby ratified and made a part of this Agreement.

EE. Special Provisions. This Agreement is a non-exclusive contract; the CITY is not prohibited, or deemed to be prohibited, from bidding similar services either as an independent job or a component of a larger project.

FF. Taxes. The CITY shall not be liable for any taxes and assessments imposed by a federal, state or local governmental agency to the extent that the CITY is exempt from same by Florida law, including but not limited to any sales or use tax.

GG. Termination.

a. Termination at Will: This Agreement may be terminated by the CITY in whole or in part at any time without cause by the CITY giving written notice to CONTRACTOR not less than 30 days prior to the date of termination; provided, however, that in such event, neither party will be relieved from its rights or obligations of this Agreement through the date of the actual termination. Notice must be delivered by certified mail, return receipt requested, or in person with proof of delivery.

ICA Page 15 of 16

b. Termination for Cause: This Agreement may be terminated by either party for cause by the CITY or CONTRACTOR giving written notice to the other party not less than 10 days prior to the date of termination; provided, however, that in such event, neither party will be relieved from its rights or obligations of this Agreement through the date of the actual termination. Prior to any termination for cause, by either party, the breaching party shall be given written notice of its breach and an opportunity to cure such breach. Notice must be delivered by certified mail, return receipt requested, or in person with proof of delivery.

HH. Additional Terms. Notwithstanding any other provision to the contrary, the parties agree as follows:

a. None

***REMAINER OF PAGE LEFT INTENTIONALLY BLANK***

ICA Page 16 of 16

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement effective the date first written above.

Under penalties of perjury, and pursuant to Sec. 92.525, Fla. Stat., CONTRACTOR declares that CONTRACTOR has read the foregoing Section 10 AA above and that the facts stated in it are true.

CONTRACTOR:

Print Name: __________________________

Title: ________________________________

Company: ____________________________

ATTEST: CITY of Brooksville

Jennifer Battista, City Clerk Christa G. Tanner, Mayor

APPROVED AS TO FORM

Vose Law Firm, City Attorney

888.505.0214 hello@pipetech.com www.pipetech.com

December 16 , 2024

PipeTech Software Sole Source

To Whom It May Concern:

This letter is to confirm that Industrial Technology Group, LLC is the current sole source provider of PipeTech software. The sole source excludes software purchased in conjunction with pipeline inspection camera equipment.

There are no other like software products for purchase that would serve the same purpose of function and compatibility with existing software and software features. There is only one price for the above referenced software because of exclusive distribution rights.

If you desire additional information, don’t hesitate to contact me at �646� 763�2118 or via email at cmcaleenan@pipetech.com. Thank you for your interest in our products.

G. Chris McAleenan CEO, Industrial Technology Group, LLC

Industrial Technology Group, LLC Montana Office �HQ� 280 W Kagy Blvd Suite D190 Bozeman, MT 59715

Michigan Office 3196 Kraft Ave SE Suite 305 Grand Rapids, MI 49512 mailto:hello@pipetech.com https://www.pipetech.com

PO Box 1577

Miles City, Montana 59301

United States

QUOTE

Quote #— QT202506-5290

Quote Date— Jun 12, 2025

Expiry Date— 12 Jul, 2025 23:59 MDT

BILLED TO

Alex Pennington

Brooksville, FL

600 S Brooksville Ave

Brooksville, Florida 34601

United States apennington@cityofbrooksville.us

Subscription Details

No of billing cycles Renewed until cancellation

Billing Frequency every 1 year

Recurring charges

DESCRIPTION UNITS UNIT PRICE AMOUNT (USD)

Hub Professional - Subscription

1 $6,200.00 $6,200.00

Total $6,200.00

Non-Recurring charges

DESCRIPTION UNITS UNIT PRICE AMOUNT (USD)

Hub Professional - Startup

1 $2,900.00 $2,900.00

Training (web-based)

1 $580.00 $580.00

Total $3,480.00