ITB-2026-01_Effluent_Sprayfields_and_Pipeline_Route_Clearing_Grubbing_-_Addendum_4_Contract.pdf

City of Milton

EFFLUENT SPRAYFIELDS AND PIPELINE ROUTE

CLEARING GRUBBING

CONSTRUCTION SERVICES CONTRACT

Template Version: 2026.01.06

Contents

PREAMBLE / RECITALS

ARTICLE I – SCOPE OF SERVICES

1.1 Work

1.2 Project Description

1.3 Engineer

1.4 Independent Contractor

ARTICLE II – TERM, COMMENCEMENT, AND CONTRACT TIMES

2.1 Term & Commencement

2.2 Contract Times

2.3 Time of the Essence; Liquidated Damages

2.4 Renewals and Extensions

ARTICLE III – ORDER OF PRECEDENCE

3.1 Hierarchy of Contract Documents

3.2 State Law Governance and Grant Consistency

3.3 Duty to Identify Conflicts and Ambiguities

ARTICLE IV – PROCUREMENT STANDARDS AND METHODS OF PROCUREMENT

4.1 Method

4.2 Standards of Conduct

4.3 Subcontracting and Substitution Control

ARTICLE V – CONTRACTOR INTEGRITY AND RESPONSIBILITY

5.1 Eligibility to Contract

5.2 Public Entity Crimes

5.3 Non-Collusion

5.4 Conflicts of Interest

5.5 Scrutinized Companies

5.6 Boycott of Israel

5.7 Material Breach

5.8 Audit and Access to Records

5.9 False Statements and Certifications

5.10 Ethical and Responsible Conduct

5.11 Debarment and Responsibility Certification

ARTICLE VI – E-VERIFY COMPLIANCE

6.1 E-Verify Registration and Use

6.2 Documentation and Access

6.3 Non-Compliance

6.4 Certifications

ARTICLE VII – INSURANCE AND RISK MANAGEMENT

7.1 Insurance Requirements

7.2 Evidence of Coverage

7.3 Insurer Qualifications

7.4 Statutory Compliance

7.5 Indemnification and Limits of Liability

7.6 No Limitations of Responsibility

ARTICLE VIII – AS-BUILT DRAWINGS AND OPERATIONS AND MAINTENANCE MANUALS 19

8.1 As-Built Drawings

8.2 Operation and Maintenance Manuals

8.3 Timing and Condition Precedent

8.4 Format

ARTICLE IX – PAYMENT STANDARDS

9.1 Prompt Payment and Statutory Compliance

9.2 Compensation

9.3 Applications for Payment

9.4 Retainage

9.5 Withholding

9.6 Sales Tax Exemption

9.7 Audit and Record Retention

9.8 Invoice Review and Payment Timeline

9.9 Final Payment

9.10 Subcontractor Payment Affidavit

ARTICLE X – PUBLIC RECORDS AND RETENTION

10.1 Retention and Access to Records

10.2 Public Records Compliance

10.3 Subcontractor Compliance

10.4 Audit Access and Pass-Through Rights

10.5 Closeout Documentation

10.6 Statutory Notice

10.7 Confidentiality and Safeguarding of Information

ARTICLE XI – FEDERAL MATCH READINESS (OPTIONAL)

11.1 Purpose and Intent

11.2 Disclosure and Activation of Grant Requirements

11.3 Effect of Grant-Related Requirements in Solicitation Documents

11.4 Cost Allowability and Documentation

11.5 Environmental and Cross-Cutting Requirements

11.6 Lobbying and Certification Requirements (Conditional)

11.7 No Federal Flow-Down Unless Required

ARTICLE XII – CIVIL RIGHTS AND EQUAL OPPORTUNITY

12.1 Civil Rights and Nondiscrimination

12.2 Equal Employment Opportunity

12.3 Recordkeeping

ARTICLE XIII – ENVIRONMENTAL COMPLIANCE

13.1 Florida Environmental Law

13.2 Environmental Reporting and Notices

13.3 No Expansion of Environmental Liability

ARTICLE XIV – DRUG-FREE WORKPLACE COMPLIANCE

14.1 Florida Drug-Free Workplace Compliance

14.2 Flow-Down and Certification

ARTICLE XV – FRAUD AND FALSE CLAIMS

15.1 Liability

15.2 Mandatory Disclosure

15.3 Flow-Down and Remedies

ARTICLE XVI – MINIMUM MANDATORY CONTRACT TERMS

16.1 Deliverables and Performance Measures

16.2 Travel

16.3 Public Records Compliance

16.4 Termination and Renewal

16.5 Intellectual Property and Data Rights

16.6 Remedies

ARTICLE XVII – SUNSHINE LAW

17.1 Open Meetings and Records

17.2 Contractor Cooperation

ARTICLE XVIII – LICENSURE AND PROFESSIONAL REGULATION

18.1 Professional Licensure

18.2 Certificates of Authorization / Qualification

18.3 Responsible Charge and Sealing

18.4 Subconsultant Compliance

ARTICLE XIX – SOVEREIGN IMMUNITY AND LIMITATION OF LIABILITY

19.1 Limitation of Liability

19.2 No Expansion of Liability

19.3 Indemnification Subject to Limits

19.4 Contractor’s Independent Liability

19.5 No Third-Party Beneficiaries

ARTICLE XX – REMEDIES AND DISPUTE RESOLUTION

20.1 Remedies

20.2 Dispute Resolution Process

20.3 Governing Law and Venue

20.4 Jury Trial Waiver and Attorneys’ Fees

20.5 Continuation of Work

ARTICLE XXI – BONDS AND SECURITY

21.1 Performance and Payment Bonds

21.2 Alternate Security

21.3 Maintenance Bond

21.4 Subcontractor and Supplier Compliance

21.5 Public Construction Lien Law Compliance

ARTICLE XXII – CHANGES, EXTRAS, AND CHANGE ORDERS

22.1 Written Authorization Required

22.2 Supporting Documentation and Negotiation

22.3 Unauthorized Work

22.4 Change Order Content and Recordkeeping

22.5 No Waiver of Contractual Obligations

22.6 Prompt Processing of Change Orders

ARTICLE XXIII – FORCE MAJEURE AND EXCUSABLE DELAY

23.1 Excusable Delay

23.2 Notice and Mitigation

23.3 Extension of Time

ARTICLE XXIV– CONSTRUCTION SCHEDULE, TESTING, AND SUBSTITUTIONS

24.1 Construction Schedule and Progress Reporting

24.2 Materials, Products, and Substitutions

24.3 Testing, Inspection, and Quality Assurance

24.4 Access and Oversight

ARTICLE XXV – Warranty of Work

Authority: 255.071, F.S.; Florida Common Law

25.1 Warranty of Workmanship and Materials

25.2 Warranty Period

25.3 Correction of Defective Work

25.4 No Limitation of Rights

25.5 Survival

ARTICLE XXVI – TAXES AND ASSESSMENTS

26.1 Contractor Responsibility

26.2 City Tax Exemption

26.3 Contractor Purchases

26.4 No Reimbursement for Avoidable Taxes

ARTICLE XXVII – PATENTS, COPYRIGHTS, AND ROYALTIES

27.1 Licenses, Fees, and Royalties

27.2 Indemnification for Infringement

27.3 Ownership of Deliverables and Data

27.4 Contractor Retained Rights

ARTICLE XXVIII – SUSPENSION AND TERMINATION

28.1 Suspension of Work

28.2 Termination for Cause

28.3 Termination for Convenience

28.4 Compensation for Convenience Termination

28.5 Continuation of Records and Preservation of Work

ARTICLE XXIX – NOTICE AND COMMUNICATION

29.1 Method of Notice

29.2 Effective Date of Notice

ARTICLE XXX – HEALTH, SAFETY, AND ACCIDENT PREVENTION

30.1 General Safety Obligations

30.2 Compliance and Oversight

30.3 Reporting and Recordkeeping

30.4 Internal Controls and Risk Management

30.5 Subcontractor and Lower-Tier Compliance

30.6 Trench Safety

30.7 Underground Facility Damage Prevention

ARTICLE XXXI – HISTORICAL AND ACHAELOGICAL DATA PRESERVATION

31.1 Discovery and Notice

31.2 Protection and Direction

31.3 Contractor Duties

31.4 Flow-Down and Compliance

31.5 Costs and Delays

ARTICLE XXXII – WHISTLEBLOWER PROTECTION (FLORIDA LAW)

32.1 Protected Disclosures

32.2 Non-Retaliation Obligation

32.3 Notice to Employees

32.4 Subcontractor Compliance

32.5 No Expansion of Liability

ARTICLE XXXIII – LOCAL GOVERNMENT CONSTRUCTION PREFERENCES PROHIBITED ... 46

33.1 Statutory Prohibition

33.2 Definition of Local Preference

33.3 Application to this Contract

33.4 No Contract Entitlement

ARTICLE XXXIV – MISCELLANEOUS

34.1 Assignment

34.2 Successors and Assigns

34.3 Entire Agreement and Amendments

34.4 Severability

34.5 Governing Law and Interpretation

34.6 Waiver and Cumulative Rights

34.7 Survival of Obligations

ARTICLE XXXV – EXECUTION AND COUNTERPARTS

35.1 Counterparts

35.2 Electronic Signatures

35.3 Effective Date

ARTICLE XXXVI – EXECUTION AND AUTHORITY FOR CONTRACT

36.1 Authority for Execution

36.2 Binding Effect

PREAMBLE / RECITALS

Authority: Ch. 255, F.S.; §§ 166.021, 255.20, F.S.

This Construction Services Contract (“Contract”) is made and entered into upon final execution by the Parties, by and between the City of Milton, Florida (“City”), a political subdivision and municipal corporation of the State of Florida, located at 6738 Dixon Street, Milton, Florida

32570, and ____________________ (“Contractor”), a [corporation/limited liability company/etc.] organized and existing under the laws of the State of Florida, authorized to do business in the State of Florida, with its principal place of business at

_________________________________________ and Federal Employer Identification Number

___________________, in connection with City of Milton Solicitation ITB No. 2026.01

(sealed bid / ITB).

WHEREAS, the City procured this construction work by sealed bid consistent with §255.20, F.S., ITB No. 2026.01 and applicable local procurement law;

WHEREAS, this Project is subject to all applicable Florida Statutes, administrative rules, and local codes and ordinances governing construction contracts and the performance of public works, including, but not limited to:

• Ch. 255, F.S. (public construction and public works);

• Ch. 713, F.S. (construction lien law);

• Ch.448, F.S., including § 448.095, F.S. (employment eligibility verification);

• Ch.760, F.S. (Florida Civil Rights Act);

• Ch. 112, F.S. (ethics and public integrity), to the extent applicable to persons contracting with a public entity;

• Ch.489, F.S. (construction contracting and licensing); and

• Ch.403, F.S., and applicable local environmental ordinances.

WHEREAS, the Contractor represents that it is duly licensed, bonded, insured, and qualified under Florida law to perform the Work contemplated herein, and that it is not prohibited from contracting with a Florida public entity pursuant to §§ 287.133, 287.134, and 215.4725, F.S.

WHEREAS, this Contract serves a valid public purpose consistent with Article VII, § 10 of the

Florida Constitution and § 166.021, F.S., by funding the construction and improvement of public infrastructure to promote public health, safety, and welfare; and no portion of this expenditure is made for the benefit of any private entity except as incidental to that public purpose.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I – SCOPE OF SERVICES

Authority: Ch. 255, F.S.; §255.20, F.S.

1.1 WORK

a. The Contractor shall furnish all labor, supervision, materials, equipment, tools, services, and incidentals necessary to perform the Effluent Sprayfields and Pipeline Route

Clearing and Grubbing (the “Project”), in strict accordance with the Contract

Documents, including the Technical Drawings and Specifications incorporated from ITB

No. 2026.01, and all applicable state and local laws, regulations, permits, and codes, as shown on the Drawings and described in the Specifications.

b. The Work includes, but is not limited to, clearing and grubbing approximately 350 acres, including the removal and lawful disposal of trees, snags, logs, brush, stumps, shrubs, and other debris within the designated project limits, in preparation for installation of the

City’s effluent disposal system.

c. The Contractor’s bid price shall include all materials, equipment, sales taxes, and incidentals necessary to complete the Work in its entirety.

d. Owner-directed value engineering proposals and owner-direct-purchased materials, if any, shall be handled in accordance with the Contract Documents.

1.2 PROJECT DESCRIPTION

The Project generally consists of the following capital improvement activities:

a. Site preparation activities necessary to support the City of Milton’s effluent disposal and reuse infrastructure.

b. Clearing and grubbing of designated areas to prepare approximately 350 acres for installation of an effluent sprayfield and associated pipeline routes.

c. The Project is intended to facilitate the development of a municipal effluent disposal system and related public infrastructure improvements in accordance with the Contract

Documents.

d. Additional descriptive information is provided in Exhibit A (ITB No. 2026.01), which is incorporated herein by reference for descriptive purposes.

1.3 ENGINEER

a. Baskerville-Donovan, Inc. (the “Engineer”) is the City’s authorized representative for technical oversight, review, and certification matters identified in the Contract

Documents.

b. The Engineer is independent of and not affiliated with the Contractor and shall not perform or subcontract any portion of the construction Work described herein.

c. To maintain compliance with applicable Florida procurement law, no firm involved in preparing the design, plans, or bid specifications for this Project may perform construction Work under this Contract.

d. Engineer of Record shall not certify, inspect, or approve its own Work or that of any affiliate.

e. The Engineer has no authority to modify risk allocation or obligations set forth in this

Contract; its approvals do not relieve the Contractor of independent performance responsibility.

1.4 INDEPENDENT CONTRACTOR

a. The Contractor is and shall remain an independent contractor and not an employee, agent, partner, or joint ventures of the City. Nothing in this Contract creates an employment, agency, or fiduciary relationship.

b. The Contractor is solely responsible for compliance with all employment and business laws and regulations, including taxes, insurance, wages, licensing, and the procurement of all permits and approvals necessary to perform the Work.

c. All such obligations are part of the Contractor’s performance of the Work and are included in the Contract Price.

ARTICLE II – TERM, COMMENCEMENT, AND CONTRACT TIMES

Authority: Ch. 255, F.S.

2.1 TERM & COMMENCEMENT

a. This Contract shall become effective upon full execution by both Parties (“Effective

Date”).

b. The Contract Times shall commence on the date stated in the City’s Notice to Proceed

(NTP), which shall be issued only after the City has satisfied all applicable State preconditions to construction.

c. No mobilization or on-site work shall begin prior to issuance of the NTP and verification of active insurance and bonds.

2.2 CONTRACT TIMES

a. Substantial Completion. The Contractor shall achieve Substantial Completion of the

Work — meaning the Project is sufficiently complete in accordance with the Contract

Documents so that the City can occupy or utilize the Project for its intended purpose — within 360 calendar days from the Contract Time commencement.

b. Final Completion. The Contractor shall achieve Final Completion and be ready for final payment within 390 calendar days from Contract Time commencement, subject to inspection and written certification of completion by the Engineer.

c. All Contract Times include time for required inspections, certifications, and close-out documentation. Extensions shall be made only by approved Change Order.

d. Progress toward Substantial and Final Completion shall be measured and verified in accordance with the approved Schedule of Values set forth in Exhibit F, and the

Application for Payment and Proper Invoice Submission Requirements set forth in

Exhibit H.

2.3 TIME OF THE ESSENCE; LIQUIDATED DAMAGES

a. Time is of the essence in the performance of this Contract.

b. The City will incur damages if the Work is not timely completed. The Contractor agrees that if Substantial Completion or Final Completion is not achieved within the Contract

Times, as adjusted by approved Change Orders or excusable delays expressly authorized under this Contract, the City may assess liquidated damages (and not as a penalty) in the amount of Five Hundred ($500) per calendar day beyond each specified completion date.

c. The parties acknowledge and agree that the actual damages the City would incur as a result of delay would be difficult or impracticable to determine with precision at the time of Contract execution, and that the liquidated damages set forth herein represent a reasonable estimate of such damages. Liquidated damages may be withheld from amounts otherwise due to the Contractor, recovered from retainage, or enforced against the Contractor’s performance bond in accordance with § 255.05(9), F.S., and other applicable provisions of this Contract and Florida law.

2.4 RENEWALS AND EXTENSIONS

a. This Contract is not subject to automatic renewal.

b. Any extension of the Contract Term or Contract Times must be expressly authorized in writing by both Parties and consistent with § 255, F.S.

c. Extensions may be granted only for excusable delays, approved Change Orders, or Force-

Majeure events in accordance with § 255, F.S.

ARTICLE III – ORDER OF PRECEDENCE

Authority: Ch. 255, F.S.; §§ 166.021, 255.20, F.S.

3.1 HIERARCHY OF CONTRACT DOCUMENTS

In the event of any inconsistency, conflict, or ambiguity among the Contract Documents, the following order of precedence shall govern, in descending order of control:

1. Applicable Florida law, including the Florida Constitution, Florida Statutes, and applicable provisions of the Florida Administrative Code governing municipal construction contracts, public records, ethics, and grant administration;

2. Executed Change Order(s), duly approved in writing by the City in accordance with this Contract;

3. This Contract, including all Articles and Sections hereto;

4. Issued Addenda to the solicitation that are expressly incorporated into this Contract by reference;

5. Engineer-Issued Issued-for-Construction Drawings and Technical Specifications, including any revisions approved in writing by the City;

6. Contract Exhibits and Attachments (Exhibits A – K), excluding procurement-only documents as expressly limited herein;

7. Invitation to Bid (ITB) No. 2026.01– (Exhibit A), incorporated solely and exclusively for the limited purpose of identifying the Engineer-issued technical drawings and technical specifications applicable to the Work, and expressly excluding all procurement procedures, bid instructions, bidder qualifications, evaluation criteria, terms and conditions, representations, schedules, assumptions, or other solicitation-stage requirements;

8. Contractor’s Bid or Proposal (Exhibit I), incorporated solely and exclusively for the limited purpose of establishing the Contractor’s accepted bid price(s), unit prices, and any Engineer-approved technical details expressly referenced in the Contract, and expressly excluding all qualifications, assumptions, clarifications, schedules, staffing representations, means and methods, or other proposal content not expressly incorporated into this Contract.

In the event of a conflict between specifications and drawings, the specifications shall govern unless the drawings expressly state otherwise.

3.2 STATE LAW GOVERNANCE AND GRANT CONSISTENCY

a. This Contract shall be governed exclusively by, and construed in accordance with, the laws of the State of Florida.

• In the event of a conflict between this Contract and applicable Florida law, Florida law shall control.

• No federal law, regulation, or program requirement shall apply to this Contract unless and until such requirement is expressly made applicable by operation of law or pursuant to a state or federal grant agreement activated in accordance with Article XIII (Federal Match

Readiness).

• Nothing in this Contract shall be construed to:

• incorporate state or federal grant requirements by implication;

• impose grant-administration or grantee-level obligations on the Contractor that are reserved by law to the City; or

• permit performance in a manner inconsistent with applicable Florida law.

3.3 DUTY TO IDENTIFY CONFLICTS AND AMBIGUITIES

a. The Contractor shall promptly notify the City and the Engineer in writing of any conflict, inconsistency, or ambiguity among the Contract Documents or applicable Florida law before proceeding with the affected Work. Such notice shall identify the specific provisions at issue and the basis for the perceived conflict or ambiguity.

b. The Contractor’s duty to identify and provide timely written notice includes, but is not limited to, conflicts between:

a. The Contract Documents;

b. Applicable Florida statutes or codes;

c. Approved drawings and specifications; and

d. Contractor-requested interpretations or changes.

c. Failure by the Contractor to provide timely written notice shall constitute a waiver of claims for additional compensation or time arising from the undisclosed conflict or ambiguity; provided, however, nothing herein shall be construed to permit performance in violation of Florida law or to waive the City’s non-delegable legal obligations.

ARTICLE IV – PROCUREMENT STANDARDS AND METHODS OF

PROCUREMENT

Authority: Ch. 255, F.S.; §§ 255.20, F.S.; Ch. 112, F.S.; Ch. 119, F.S.; City of Milton Purchasing Policy

4.1 METHOD

a. Procurement Process. The City conducted this procurement through a sealed-bid competitive process, awarding the Contract to the lowest responsive and responsible bidder in accordance with § 255.20, F.S.

b. State Compliance. The procurement complied with all applicable requirements of Ch.

255, F.S., including competitive bidding requirements, responsiveness and responsibility determinations, and public-construction contract award standards.

c. Recordkeeping. The City shall maintain documentation of the procurement history, solicitation, evaluation, and award in accordance with Ch. 255 and Ch. 119, F.S.

d. Statutory Conformance. The City’s procurement was conducted in compliance with applicable provisions of Ch. 255 and 287, F.S., to the extent such provisions govern municipal procurement. The Contractor shall comply with all contractor-applicable procurement-integrity, eligibility, and conflict-of-interest requirements imposed by

Florida law.

e. Flow-Down of Standards. The Contractor shall, to the extent required by Florida law or as required by this Contract, include applicable Florida procurement-integrity, ethics, and conflict-of-interest requirements in all solicitations, purchase orders, and subcontracts issued in connection with the Work.

f. Retention Period. All procurement-related documentation in the Contractor’s possession shall be retained for a minimum of five (5) years after final payment, in accordance with

Ch. 119, F.S., unless a longer retention period is required by law.

4.2 STANDARDS OF CONDUCT

a. General Requirements. The Contractor shall comply with the ethical standards, procurement-integrity requirements, and conflict-of-interest prohibitions set forth in Ch.

112, F.S., ensuring integrity, fair dealing, and avoidance of real or apparent conflicts of interest in the performance of this Contract.

b. Prohibition on Gratuities and Influence. The Contractor shall not solicit, offer, or accept gratuities, favors, or anything of monetary value from subcontractors, suppliers, or other parties where such conduct could influence or appear to influence contract acceptance performance.

c. Applicability to Subcontractors. The Contractor shall ensure that all subcontractors and lower-tier vendors are subject to and comply with the standards set forth in this Section.

d. Conflict-of-Interest Disclosure. The Contractor shall promptly disclose in writing to the

City any actual or potential conflict of interest, consistent with §§ 112.311–112.3143 and

§ 112.313(3), F.S., and shall take corrective action as directed by the City to eliminate or mitigate such conflict.

e. Non-Discrimination and Fair Opportunity. The Contractor shall conduct subcontracting and supplier selection in a manner consistent with applicable Florida non-discrimination laws and principles of fair and open competition. Nothing herein shall be construed to impose federal disadvantaged business enterprise, affirmative-action, or preference program requirements unless expressly required by applicable Florida law.

f. Remedies for Noncompliance. Failure to comply with this Section may constitute a material breach of this Contract and subject the Contractor to remedies available under this Contract and Florida law.

4.3 SUBCONTRACTING AND SUBSTITUTION CONTROL

a. Approval Required. The Contractor shall not substitute subcontractors or assign any major portion of the Work without the prior written approval of the City.

b. Required Subcontract Clauses. All subcontracts shall include applicable Florida statutory requirements, public-records provisions, ethics and conflict-of-interest requirements, E-Verify obligations, and other State-law clauses applicable to this

Contract.

c. Subcontractor List. The Contractor shall maintain and furnish to the City, upon request, a current list of subcontractors performing Work under this Contract.

ARTICLE V – CONTRACTOR INTEGRITY AND RESPONSIBILITY

Authority: §§ 287.133, 287.134, 215.4725, 215.473, F.S.; Ch. 112, Part III, F.S.; Ch. 119, F.S.

The Contractor affirms that integrity, independence, and responsibility are fundamental obligations under this Contract and certifies compliance with all applicable Florida laws governing contractor eligibility, ethics, and responsibility. Each certification under this Article constitutes a material representation of fact upon which the City relied in awarding this Contract.

The Contractor shall ensure that applicable requirements of this Article are incorporated into all subcontracts and lower-tier agreements, to the extent required by Florida law.

5.1 ELIGIBILITY TO CONTRACT

The Contractor certifies that it is eligible to contract with a Florida municipality and is not prohibited from doing business with the City under applicable Florida law. Nothing in this

Contract shall be construed to impose federal suspension or debarment requirements or registration obligations that are not otherwise applicable under Florida law.

5.2 PUBLIC ENTITY CRIMES

a. The Contractor certifies compliance with § 287.133(3)(a), F.S., as set forth in Exhibit B

– Public Entity Crimes Statement.

b. Violation constitutes grounds for termination.

5.3 NON-COLLUSION

The Contractor affirms the Non-Collusion Affidavit set forth in Exhibit C, executed in connection with the City’s competitive procurement and consistent with applicable Florida law governing public contracting.

5.4 CONFLICTS OF INTEREST

a. The Contractor shall submit and maintain Exhibit D – Conflict-of-Interest Disclosure, pursuant to Ch. 112, Part III F.S.

b. The Contractor shall promptly update such disclosure in writing if any actual or potential conflict of interest arises during the Contract Term.

c. A violation of this Section may constitute grounds for termination for cause and other remedies available under this Contract and Florida law.

5.5 SCRUTINIZED COMPANIES

g. The Contractor certifies, as set forth in Exhibit E – Scrutinized Companies

Certification, that it is not on any Scrutinized Companies List pursuant to §§ 287.134 and 215.473, F.S., and shall notify the City in writing if its status changes during the

Contract Term.

h. Violation of this Section constitutes grounds for termination.

5.6 BOYCOTT OF ISRAEL

The Contractor certifies that it is not participating in a boycott of Israel, in compliance with §

215.4725, F.S., and shall notify the City if its status changes.

5.7 MATERIAL BREACH

a. Any misrepresentation, omission, or failure to disclose a material fact under this Article constitutes a material breach of this Contract.

b. Such breach shall constitute cause for termination under the applicable termination provisions of this Contract and may subject the Contractor to any remedies available under this Contract or Florida law.

5.8 AUDIT AND ACCESS TO RECORDS

a. The Contractor shall provide the City, the Florida Auditor General, the Chief Financial

Officer of the State of Florida, and any other entity authorized by Florida law, timely access to any books, documents, papers, and records of the Contractor and its subcontractors that are pertinent to this Contract for purposes of inspection, audit, examination, or copying.

b. All such records shall be maintained and made available in accordance with Ch. 119, F.S., and the record-retention requirements set forth in this Contract.

5.9 FALSE STATEMENTS AND CERTIFICATIONS

a. The Contractor acknowledges that false, misleading, or fraudulent statements or certifications made in connection with this Contract may constitute a material breach and may subject the Contractor to termination, contract remedies, and any civil or criminal penalties available under Florida law.

b. Each certification made under this Contract is a material inducement to Contract award.

5.10 ETHICAL AND RESPONSIBLE CONDUCT

a. The Contractor shall conduct itself with the highest degree of integrity and in compliance with all applicable Florida ethics laws, including Ch. 112, F.S., and the City’s adopted procurement policies.

b. The Contractor shall comply with all applicable state and federal nondiscrimination laws, including Ch. 760, F.S., and shall maintain a workplace free from unlawful discrimination and harassment.

c. The Contractor shall promptly report to the City any suspected misconduct, improper influence, or prohibited activity related to the performance of this Contract.

5.11 DEBARMENT AND RESPONSIBILITY CERTIFICATION

The Contractor’s eligibility and responsibility to perform this Contract, including compliance with debarment, suspension, and other responsibility requirements, are certified through Exhibit

K – Certification Regarding Debarment and Suspension. Such certifications are incorporated herein by reference and remain continuing representations for the duration of the Contract. The

Contractor shall promptly notify the City in writing if any such certification becomes inaccurate during the Contract term.

ARTICLE VI – E-VERIFY COMPLIANCE

Authority: §448.095, F.S.

The Contractor shall comply with the employment eligibility verification requirements of §

448.095, F.S. No federal employment-verification standards or grant-specific requirements are applicable to this Contract unless expressly required by Florida law.

6.1 E-VERIFY REGISTRATION AND USE

a. The Contractor shall register for and use the U.S. Department of Homeland Security’s E-

Verify system to verify the employment eligibility of all new employees hired for work on the Project, as required by § 448.095, F.S.

b. The Contractor shall require all subcontractors to register for and use E-Verify and shall obtain written certification of such use prior to permitting any subcontractor to perform

Work.

6.2 DOCUMENTATION AND ACCESS

a. The Contractor shall maintain E-Verify confirmation records and subcontractor certifications and shall make such records available to the City upon request for purposes of compliance verification.

b. Records shall be retained in accordance with Article XI and Ch. 119, F.S.

6.3 NON-COMPLIANCE

a. Failure to use E-Verify as required by § 448.095, F.S., or to require subcontractor use of

E-Verify constitutes a material breach of this Contract.

b. Upon such breach, the City may terminate this Contract for cause, suspend the Work, withhold payment, or require the Contractor to immediately terminate a noncompliant subcontractor, consistent with § 448.095(2)(f), F.S., and the remedies available under this

Contract and Florida law.

6.4 CERTIFICATIONS

The Contractor’s compliance with this Article is certified through Exhibit J.

ARTICLE VII – INSURANCE AND RISK MANAGEMENT

Authority: §§ 725.06, 440 F.S.; § 768.28(5) F.S. (as applicable)

7.1 INSURANCE REQUIREMENTS

The Contractor shall, at its sole expense, procure and maintain throughout the term of this

Contract the insurance coverages and minimum limits set forth in Exhibit A – Invitation to Bid

(ITB) No. 2026.01 (Terms and Conditions, Insurance), which is incorporated herein by reference solely for the purpose of establishing insurance requirements.

7.2 EVIDENCE OF COVERAGE

The Contractor shall provide certificates of insurance and any required endorsements evidencing compliance prior to commencing the Work and upon any renewal, replacement, or material modification of coverage.

7.3 INSURER QUALIFICATIONS

All insurers providing coverage required under this Contract shall be authorized to do business in the State of Florida and rated no less than A-, Class VII by A.M. Best Company or an equivalent nationally recognized rating agency.

7.4 STATUTORY COMPLIANCE

a. Workers’ compensation shall comply with Ch. 440, F.S.

b. Nothing herein waives the City’s sovereign immunity or extends the City’s liability beyond § 768.28(5), F.S.

7.5 INDEMNIFICATION AND LIMITS OF LIABILITY

a. Any indemnification obligations of the Contractor under this Contract shall be limited and construed in accordance with § 725.06, F.S., and applicable provisions of Ch. 440, F.S.

b. Nothing in this Contract shall be construed to waive, limit, or modify the City’s sovereign immunity or to extend the City’s liability beyond the monetary limits set forth in §

768.28(5), F.S.

c. Insurance requirements under this Contract shall not be construed as a waiver of sovereign immunity or as establishing liability in excess of statutory limits.

7.6 NO LIMITATIONS OF RESPONSIBILITY

The insurance requirements specified in this Article and in Exhibit A do not limit or restrict the

Contractor’s obligations under this Contract or any rights or remedies available to the City under this Contract or Florida law.

ARTICLE VIII – AS-BUILT DRAWINGS AND OPERATIONS AND

MAINTENANCE MANUALS

Authority: § 255, F.S.

8.1 AS-BUILT DRAWINGS

The Contractor shall prepare and submit complete and accurate as-built (record) drawings reflecting actual field conditions, including all approved changes and concealed installations.

8.2 OPERATION AND MAINTENANCE MANUALS

The Contractor shall submit Operation and Maintenance (O&M) manuals for all equipment, systems, and materials incorporated into the Work, including warranties, recommended maintenance schedules, parts lists, and manufacturer data.

8.3 TIMING AND CONDITION PRECEDENT

Submission and acceptance of as-built drawings and O&M manuals is a condition precedent to

Final Payment and Final Acceptance.

8.4 FORMAT

Deliverables shall be provided in both hard copy and electronic format, in a form acceptable to the City.

ARTICLE IX – PAYMENT STANDARDS

Authority: §§ 255.071, 255.073, 255.078, 212.08(6), F.S.

9.1 PROMPT PAYMENT AND STATUTORY COMPLIANCE

a. The Contractor shall comply with the Prompt-Payment requirements applicable to contractors under §§ 255.071, 255.073, F.S. The City shall comply with the Local

Government Prompt Payment Act, Ch. 218, Part VII, F.S.

b. Compliance with subcontractor and supplier prompt-payment requirements is certified through Exhibit H – Application for Payment and Proper Invoice Submission

Requirements, incorporated herein by reference.

c. The Contractor shall include equivalent prompt-payment provisions in all subcontracts as a mandatory flow-down requirement.

9.2 COMPENSATION

a. The City shall compensate the Contractor for satisfactory performance and completion of the Work strictly in accordance with this Contract, including the Technical Specifications identified in the ITB (Exhibit A), Schedule of Values (Exhibit F), and Contractor’s

Bid/Proposal (Exhibit I), as limited and incorporated pursuant to Section 4.1.

b. Compensation shall be based on actual quantities of Work completed, measured and verified by the City or its Engineer, and consistent with the unit prices or lump-sum amounts established in the Schedule of Values.

c. No payment shall be made for Work that is defective, non-conforming, or insufficiently documented.

d. No additional compensation shall be made except as authorized by an approved Change

Order or Contract Amendment executed in accordance with § 255.20, F.S.

9.3 APPLICATIONS FOR PAYMENT

a. The Contractor shall submit monthly applications for payment in the form of a “Proper

Invoice,” as described in § 218.72(8), F.S., for purpose of the City’s review.

b. The detailed content, format, supporting documentation, and certifications required for a proper invoice are set forth in Exhibit H – Application for Payment and Proper

Invoice Submission Requirements, which is incorporated herein by reference and made part of this Contract as though fully stated herein.

c. If an invoice fails to meet the requirements of Exhibit H, the City shall reject the invoice in writing within twenty (20) business days after receipt, specifying the deficiencies in accordance with § 218.735(2), F.S. The Contractor shall promptly correct and resubmit the invoice for payment consideration.

9.4 RETAINAGE

Retainage shall be administered in accordance with § 255.078, F.S. and § 218.735, F.S. Eligible reductions and releases shall occur upon achievement of Substantial Completion and Final

Completion as certified by the Engineer.

9.5 WITHHOLDING

The City may withhold payment for defective or non-conforming Work, outstanding claims, failure to pay subcontractors, schedule delays, inadequate as-builts, or any material breach of this

Contract. Amounts withheld shall be documented in writing and released upon correction or resolution.

9.6 SALES TAX EXEMPTION

a. The City is exempt from Florida sales and use taxes under § 212.08(6), F.S. and no such tax shall be charged to the City.

b. The Contractor remains responsible for all other taxes and fees.

9.7 AUDIT AND RECORD RETENTION

All invoice, payment, and supporting documentation related to this Contract shall be retained for a minimum of five (5) years after Final Completion or final payment, whichever occurs later, in accordance with Ch. 119, F.S., and the record-retention requirements of this Contract.

9.8 INVOICE REVIEW AND PAYMENT TIMELINE

a. Upon receipt of a proper invoice, the City shall review and either approve or notify the

Contractor of any deficiencies within twenty (20) business days, in accordance with

§ 218.735(2), F.S.

b. Approved invoices shall be paid within twenty-five (25) business days after receipt of a proper invoice, in accordance with § 218.735(1), F.S.

c. Partial release of retainage may occur upon Substantial Completion in accordance with

§ 255.078(1), F.S. Retainage may not exceed five percent (5%) of each progress payment and shall be withheld, reduced, and released in accordance with §§ 218.735(8) and

255.078, F.S. The City shall pay the remaining contract balance, including all retainage previously withheld, within twenty (20) business days after completion of the punch-list process described in § 218.735(7)(e)–(f), F.S., less any amounts necessary to complete listed items or resolve disputed work.

d. The Contractor shall, within ten (10) days after receiving payment from the City, remit payment due to subcontractors and suppliers in accordance with § 255.073(3), F.S., and shall pay all undisputed amounts within the time limits imposed by that section.

e. Interest penalties for late payment shall accrue at the rate established in § 218.735(9), F.S.

9.9 FINAL PAYMENT

a. Within thirty (30) days of Final Completion, the Contractor shall submit a final invoice accompanied by:

(1) Final payment certification for all subcontractors and suppliers;

(2) Affidavit of payment and release of claims;

(3) Final retainage request;

(4) Project completion certificate from the Engineer of Record; and

(5) Any other closeout documentation required by this Contract.

b. Final payment shall not be released until all Work is complete, all punch-list items are resolved, and all contractual closeout requirements have been satisfied.

9.10 SUBCONTRACTOR PAYMENT AFFIDAVIT

a. Before receiving final payment, the Contractor shall provide an affidavit affirming that all subcontractors and suppliers have been paid in full, consistent with §§ 255.071 and

255.073, F.S.

b. Failure to provide such affidavit may justify withholding of retainage or final payment until compliance is demonstrated.

ARTICLE X – PUBLIC RECORDS AND RETENTION

Authority: § 119.0701, F.S.; Ch. 119, F.S.; Ch. 255, F.S.; § 215.97, F.S.

10.1 RETENTION AND ACCESS TO RECORDS

a. The Contractor shall maintain all books, documents, papers, electronic records, and other materials made or received in connection with the performance of this Contract in accordance with Ch. 119, F.S., and applicable Florida records-retention requirements.

b. Such records shall be retained for a minimum of five (5) years after final payment or termination of this Contract, whichever occurs later, or for such longer period as may be required by Florida law and shall be made available to the City and any entity authorized by Florida law for inspection, audit, examination, or copying upon reasonable notice.

c. The Contractor shall ensure that all subcontracts include public-records provisions consistent with § 119.0701, F.S.

10.2 PUBLIC RECORDS COMPLIANCE

a. The Contractor shall comply with the requirements of Ch. 119, F.S., regarding the creation, maintenance, production, and transfer of public records and shall cooperate fully with the City’s Custodian of Public Records.

b. The Contractor acknowledges and agrees that the public-records obligations required by

§ 119.0701, F.S., are incorporated into this Contract by operation of law.

10.3 SUBCONTRACTOR COMPLIANCE

The Contractor shall ensure that all subcontractors comply with the public-records requirements of this Article and § 119.0701, F.S.

10.4 AUDIT ACCESS AND PASS-THROUGH RIGHTS

a. The City, the State of Florida, the Auditor General, and their authorized representatives shall have the right to audit, inspect, and copy any records relating to the Project and this

Contract.

b. The Contractor shall include equivalent audit, inspection, and records-access rights in all subcontracts and lower-tier agreements and shall ensure compliance at all tiers.

c. Failure to provide access constitutes a material breach of this Contract.

d. Such audit, inspection, and records-access rights shall apply during the term of this

Contract and for the full records-retention period required under Article X.

10.5 CLOSEOUT DOCUMENTATION

Upon completion or termination of the Contract, the Contractor shall cooperate with the City in providing all records, documents, and materials necessary for Contract closeout in accordance with this Contract and applicable Florida law. All records shall thereafter be retained in accordance with Section 10.1.

10.6 STATUTORY NOTICE

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 CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT (850) 983-5400, mturnes@miltonfl.org, CITY HALL, 6738

DIXON STREET, MILTON, FL 32570.

10.7 CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION

a. The Contractor shall safeguard all confidential and exempt information obtained or created in connection with the performance of this Contract in accordance with Ch. 119, F.S., and other applicable Florida law. The Contractor shall not disclose such information except as authorized by law or by the City’s Custodian of Public Records.

b. To the extent the Contractor creates, receives, maintains, or transmits records containing personal information as defined in § 501.171, F.S., the Contractor shall implement reasonable administrative, technical, and physical safeguards to protect such information from unauthorized access, disclosure, or use.

c. The Contractor shall promptly notify the City in writing of any actual or suspected unauthorized access, disclosure, loss, or breach of security involving confidential, exempt, or personal information related to this Contract and shall cooperate fully with the City in investigating, responding to, and mitigating such incident in accordance with § 501.171, F.S.

d. Nothing in this Section shall be construed to expand the Contractor’s liability beyond that imposed by applicable Florida law.

ARTICLE XI – FEDERAL MATCH READINESS (OPTIONAL)

Authority: 2 C.F.R. Part 200 (as applicable if triggered) mailto:mturnes@miltonfl.org

11.1 PURPOSE AND INTENT

The parties acknowledge that the Work performed under this Contract is funded with City funds.

The City may, in the future, seek to use certain eligible costs incurred under this Contract as non-federal matching funds in connection with a state or federal grant or loan program. Nothing in this Article shall be construed to represent that this Contract is currently funded with state or federal grant funds.

11.2 DISCLOSURE AND ACTIVATION OF GRANT REQUIREMENTS

If the City receives state or federal grant or loan funding applicable to all or a portion of the

Work or determines that costs incurred under this Contract will be proposed for use as matching funds, the City shall provide written notice to the Contractor identifying the funding source, the applicable requirements, and the portions of the Work to which such requirements apply. Such notice may be provided in connection with a Notice to Proceed or other written directive issued by the City.

The Contractor shall comply with the identified requirements only upon receipt of such written notice and only to the extent required by the applicable grant agreement or by operation of law.

No grant-related requirement shall apply retroactively to Work performed prior to the City’s written notice unless expressly required by law.

11.3 EFFECT OF GRANT-RELATED REQUIREMENTS IN SOLICITATION DOCUMENTS

The inclusion of grant-related requirements in the Invitation to Bid or other solicitation documents does not, by itself, obligate the Contractor to comply with such requirements unless and until the City utilizes such funding or designates costs incurred under this Contract for use as matching funds, and only to the extent required by the applicable grant agreement or by operation of law.

11.4 COST ALLOWABILITY AND DOCUMENTATION

To the extent costs incurred under this Contract are later proposed for use as matching funds, such costs shall be required to be reasonable, necessary, allocable, and adequately documented in accordance with applicable grant requirements. The Contractor shall reasonably cooperate with the City in providing documentation necessary to support such eligibility.

11.5 ENVIRONMENTAL AND CROSS-CUTTING REQUIREMENTS

If costs incurred under this Contract are later used as matching funds for a state or federal award, such costs may be subject to environmental or other cross-cutting statutory requirements imposed by the funding agency. The Contractor agrees to reasonably cooperate with the City in connection with such requirements. No additional compensation shall be due solely as a result of such cooperation unless required by law.

11.6 LOBBYING AND CERTIFICATION REQUIREMENTS (CONDITIONAL)

If, and only if, costs incurred under this Contract are used as matching funds for a state or federal award that imposes lobbying restrictions or certification requirements applicable to contractors, the Contractor shall cooperate with the City in executing any such representations or certifications to the extent required by law.

11.7 NO FEDERAL FLOW-DOWN UNLESS REQUIRED

No federal contract clauses, certifications, or flow-down provisions shall apply to this Contract unless and until required by an applicable grant agreement or by operation of law.

ARTICLE XII – CIVIL RIGHTS AND EQUAL OPPORTUNITY

Authority: Ch. 760, F.S.; Ch. 112, F.S.; Applicable Florida and Local Nondiscrimination Laws

12.1 CIVIL RIGHTS AND NONDISCRIMINATION

a. The Contractor shall comply with all applicable Florida laws prohibiting discrimination in employment and in the performance of public contracts, including the Florida Civil

Rights Act, Ch. 760, F.S.

b. The Contractor shall not discriminate against any employee, applicant for employment, subcontractor, supplier, or member of the public on the basis of race, color, religion, sex, national origin, age, disability, marital status, or any other protected characteristic recognized under Florida law.

c. The Contractor shall take reasonable steps to ensure accessibility and nondiscriminatory practices in the performance of the Work, consistent with applicable Florida building codes, accessibility standards, and state law.

12.2 EQUAL EMPLOYMENT OPPORTUNITY

a. The Contractor shall provide equal employment opportunity in all employment practices related to the performance of this Contract and shall comply with applicable Florida nondiscrimination and fair-employment laws.

b. The Contractor shall post and maintain at the jobsite all notices required by Florida law relating to nondiscrimination and fair employment practices and shall ensure compliance by all subcontractors.

c. Nothing in this Section shall be construed to incorporate federal equal-employment or affirmative-action requirements unless expressly required by Florida law.

12.3 RECORDKEEPING

The Contractor shall maintain records sufficient to demonstrate compliance with this Article and applicable Florida nondiscrimination laws. Such records shall be retained and made available in accordance with Article XI and Ch.119, F.S.

ARTICLE XIII – ENVIRONMENTAL COMPLIANCE

Authority: Ch. 403, F.S.; Applicable Local Environmental Ordinances and Permitting Requirements

The Contractor shall comply with all applicable Florida and local environmental laws, rules, regulations, and permit requirements in the performance of the Work.

13.1 FLORIDA ENVIRONMENTAL LAW

a. The Contractor shall comply with all applicable Florida and local environmental laws, rules, regulations, and ordinances, including Ch. 403, F.S., to the extent applicable to the performance of the Work.

b. The Contractor shall obtain, maintain, and comply with all environmental permits, authorizations, licenses, and approvals that are required by law to be obtained by the

Contractor in connection with the performance of the Work, and shall comply with the conditions of any City-obtained environmental permits or approvals to the extent such conditions apply to the Contractor’s activities.

13.2 ENVIRONMENTAL REPORTING AND NOTICES

a. The Contractor shall promptly notify the City upon discovery of any release, spill, hazardous condition, or violation of applicable environmental law occurring in connection with the Work and shall take all actions required of the Contractor under applicable Florida law to address and remediate such condition.

b. Environmental records required to be maintained under Florida law or this Contract shall be retained and made available in accordance with Article X (Public Records and

Records Retention).

13.3 NO EXPANSION OF ENVIRONMENTAL LIABILITY

Nothing in this Article is intended to expand the Contractor’s environmental liability beyond that imposed by applicable law or to assign to the Contractor responsibility for environmental conditions or permits not arising from or applicable to the Contractor’s performance of the Work.

ARTICLE XIV – DRUG-FREE WORKPLACE COMPLIANCE

Authority: §287.087, F.S.

14.1 FLORIDA DRUG-FREE WORKPLACE COMPLIANCE

The Contractor shall comply with the requirements of § 287.087, F.S., by maintaining a drug-free workplace for purposes of bid preference and executing Exhibit G – Drug-Free Workplace

Certification, incorporated herein by reference, as a condition of Contract award.

14.2 FLOW-DOWN AND CERTIFICATION

(a) The Contractor shall ensure that all…