ITB-2026-02_Tree_Trimming_and_Removal_Services_-_Appendix_C_Agreement_2026-03.pdf

City of Milton

TREE TRIMMING AND REMOVAL SERVICES AGREEMENT

Template Version: 2026.01

Contents

ARTICLE I – SCOPE OF SERVICES AND PERFORMANCE STANDARDS

1.1 General Description of Services

1.2 Routine Tree Trimming and Vegetation Management

1.3 Tree Removal, Stump Grinding, and Ground Restoration

1.4 Debris Removal and Processing

1.5 Safety and Worksite Controls

1.6 Standards of Performance

1.7 No Change in Scope Without Written Amendment

1.8 Supervision

1.9 Work Hours

1.10 No Authority to Act for the City; No Substitution of City Judgement

ARTICLE II – INSPECTION AND ACCEPTANACE

2.1 Inspection of Services

2.2 Acceptance of Services

2.3 Correction of Deficient or Nonconforming Services

ARTICLE III – TERM AND RENEWAL

3.1 Effective Date

3.2 Term

3.3 Renewal (If Applicable)

3.4 Funding Contingency

ARTICLE IV - TERMINATION

4.1 Termination for Cause

4.2 Termination for Convenience

4.3 Non-Appropriation

ARTICLE V – ORDER OF PRECEDENCE

ARTICLE VI – CONTRACTOR STATUS AND COMPLIANCE

6.1 Independent Contractor Status

6.2 Contractor Responsibility and Control

6.3 Compliance with Applicable Laws and Standards

6.4 Subcontractors

ARTICLE VII – CONTRACTOR INTEGRITY AND ELIGIBILITY

7.1 Public Entity Crimes

7.2 Non-Collusion

7.3 Conflicts-of-Interest

7.4 Scrutinized Companies

7.5 Nondiscrimination

7.6 Drug-Free Workplace

7.7 Anti-Human Trafficking

7.7 Ethics; Prohibited Gifts and Gratuities

7.8 Continuing Certification and Remedies

ARTICLE VIII – E-VERIFY COMPLIANCE

8.1 General Requirement

8.2 Certification and Subcontractor Compliance

8.3 Record Retention

8.4 Noncompliance and Remedies

8.5 Affidavit

ARTICLE IX – COMPENSATION, INVOICING REQUIREMENTS, AND APPLICATION

FOR PAYMENT

9.1 Schedule of Rates and Compensation Structure

9.2 Whole Tree Removal Unit Pricing

9.3 Hourly Service Rates (Not Related to Whole Tree Removal)

9.4 After-Hours Mobilization Services

9.5 Application for Payment

9.6 Taxes and Registration

9.7 Sales Tax Exemption

9.8 As-Needed Services; No Guarantee of Work

9.9 No Advance Payments

9.10 Disputed or Improper Charges

9.11 Recordkeeping; Audit and Inspection Rights

ARTICLE X – RECORDS RETENTION AND PUBLIC RECORDS COMPLIANCE

10.1 Public Records Compliance

10.2 Statutory Public Records Notice

10.3 Record Retention

10.4 Audit and Access Rights

10.5 Records Transfer and Preservation

10.6 Subcontractor Compliance

ARTICLE XI – LICENSURE, CERTIFICATIONS, AND REGULATORY COMPLIANCE

11.1 Required Licenses and Certifications

11.2 Permits and Regulatory Compliance

11.3 Compliance and Maintenance

11.4 No Professional Services Representation

ARTICLE XII – TRAFFIC CONTROL AND PUBLIC SAFETY

12.1 Traffic Control Responsibilities

12.2 Traffic Control Plans and Certified Supervision

12.3 Barricades, Signage, Flagging, and Closures

12.4 Night Work and Reduced Visibility Conditions

12.5 Correction of Unsafe Conditions; Stop-Work Authority

ARTICLE XIII – UTILITES AND UNDERGROUND FACILITIES

13.1 Utility Coordination

13.2 On-Call Compliance

13.3 Responsibility for Utility Damage

13.4 Overhead Utilities and Minimum Clearances

13.5 Unmarked Utilities

ARTICLE XIV – DEBRIS HANDLING AND DISPOSAL

14.1 Acceptable Debris

14.2 Load Measurement and Verification

14.3 Disposal Requirements

14.4 Daily Removal and Site Cleanliness

14.5 Verification of Lawful Disposal

ARTICLE XV – DAMAGE, RESTORATION, AND REPAIR

15.1 Responsibility for Damage

15.2 Pre-Existing Conditions

15.3 Restoration Standards

15.4 Securing Work Areas

ARTICLE XVI – SAFETY, ACCIDENT PREVENTION, AND INCIDENT REPORTING

16.1 General Safety Obligations

16.2 Safety Programs, Training, and Equipment

16.3 Securing Work Areas

16.4 Hazard Identification and Correction

16.5 Accidents, Injuries, and Incident Reporting

16.6 Near-Miss Reporting

16.7 Stop-Work for Unsafe Conditions

16.8 No Shift of Responsibility

ARTICLE XVII – INSURANCE REQUIREMENTS

17.1 Insurance Generally

17.2 Required Coverages and Minimum Limits

17.3 Additional Insured and Primary Coverage

17.4 Waiver of Subrogation

17.5 Evidence of Insurance; Notice of Cancellation

17.6 Insurance as Security Only

17.7 No City Obligation to Monitor Coverage

ARTICLE XVIII - INDEMNIFICATION

18.1 Indemnification

18.2 Limitations; Sovereign Immunity

18.3 No Duty to Defend

18.4 Indemnification Independent of Insurance

18.5 Survival

ARTICLE XIX – SOVEREIGN IMMUNITY

ARTICLE XX – FORCE MAJEURE AND EXCUSABLE DELAY

20.1 Force Majeure Events

20.2 Notice, Documentation, and Mitigation

20.3 Limitations

ARTICLE XXI – REMEDIES AND DISPUTE RESOLUTION

21.1 Remedies

21.2 Time is of the Essence

21.3 Governing Law and Venue

21.4 Waiver of Jury Trial

21.5 No Waiver of Sovereign Immunity or Equitable Limitations

ARTICLE XXII – NOTICE AND COMMUNICATION

22.1 Method of Notice

22.2 Effective Date of Notice

22.3 Notice Addresses

ARTICLE XXIII - MISCELLANEOUS

23.1 Assignment and Subcontracting

23.2 Flow-Down of Contract Requirements

23.3 Effect of Consent

23.4 No Release of Responsibility

23.5 Successor and Permitted Assigns

23.6 Personal Responsibility

23.7 Severability

23.8 Amendments; Modifications

23.9 No Waiver

23.10 Counterparts; Electronic Signatures

23.11 Public Procurement Compliance

ARTICLE XXIV – CONTRACT DOCUMENTS AND INCORPORATED CONDITIONS

24.1 Entire Agreement

24.2 Order of Precedence

24.3 Role of Solicitation Documents (ITB)

24.4 Role of Contractor’s Bid Proposal

This Service Agreement (“Agreement” or “Contract”) is made and entered into 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/LLC/etc.] organized under the laws of the State of Florida and authorized to do business in the State of Florida, with its principal place of business at ______________________.

This Agreement shall become effective on the date it is fully executed by both the City and the

Contractor (“Effective Date”). This Agreement is entered into in connection with City of Milton

Solicitation No. ________ [ITB], issued in accordance with the City’s Purchasing Policy 9.0 and applicable Florida law, and may be funded in whole or in part by local, state, or other governmental funds. The City and the Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the City is responsible for the maintenance, trimming, removal, and management of trees and vegetation located on City-owned and City-maintained property, rights-of-way, easements, and other areas under the City’s jurisdiction in order to protect public health, safety, and welfare, ensure roadway and utility clearance, and preserve public infrastructure; and

WHEREAS, the City desires to engage a qualified, experienced, and properly licensed contractor to provide ongoing, as-needed tree trimming, pruning, removal, stump grinding, debris hauling, and related vegetation management services, including services required following storm events or other emergencies; and

WHEREAS, Contractor represents that it possesses the necessary expertise, personnel, equipment, certifications, and experience to perform the services contemplated by this

Agreement in compliance with applicable industry standards and all laws, codes, and regulations applicable to the Contractor; and

WHEREAS, the City and Contractor desire to set forth the terms and conditions governing the

Contractor’s performance of the services described herein, including work authorization procedures, pricing, performance standards, safety requirements, documentation obligations, and risk allocation.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, the sufficiency of which is hereby acknowledged, the City and Contractor agree as follows:

ARTICLE I – SCOPE OF SERVICES AND PERFORMANCE STANDARDS

1.1 GENERAL DESCRIPTION OF SERVICES

a. The Contractor shall furnish all labor, supervision, materials, equipment, tools, vehicles, and incidentals necessary to perform tree trimming, pruning, mobilization, complete tree removal, stump grinding, de-mobilization, debris hauling and disposal, and related vegetation management services (“Services”) for the City, on an as-needed basis, in accordance with this Agreement and Exhibit A – Invitation to Bid (ITB), and in accordance with this Agreement and applicable Exhibits.

b. Services may be performed on City-owned or City-maintained property, rights-of-way, easements, utility corridors, and other locations expressly authorized in writing by the

City. No Services shall be performed on private property unless expressly authorized in writing by the City.

c. Services shall be performed only when expressly authorized in writing by the City, which may include a purchase order, work order, email authorization, or other written directive issued by the City in accordance with this Agreement.

1.2 ROUTINE TREE TRIMMING AND VEGETATION MANAGEMENT

Routine Services may include, but are not limited to:

a. Trimming and pruning of trees and vegetation to maintain clearance for roadways, sidewalks, signage, utilities, and public infrastructure;

b. Removal of dead, diseased, damaged, hazardous, or otherwise City-authorized trees and limbs, including, without limitation, healthy trees where removal is necessary to prevent encroachment, interference, or safety risks to buildings, facilities, utilities, roadways, or other public infrastructure;

c. Vegetation management necessary to maintain safe public access and visibility and infrastructure protection; and

d. Associated cleanup, raking, hauling, and lawful disposal of all debris generated by the

Services, in accordance with this Agreement.

Routine Services shall be performed only upon authorization by the City and shall be compensated in accordance with Exhibit B – Schedule of Rates and Unit Pricing.

1.3 TREE REMOVAL, STUMP GRINDING, AND GROUND RESTORATION

When authorized by the City, the Contractor shall perform complete tree removal, which shall include the removal and disposal of the entire tree, including all limbs attached or unattached.

a. Grounds shall be raked free of debris generated by the removal process.

b. All trees removed shall have their stumps ground to a level below the surrounding ground, unless otherwise directed in writing by the City.

c. Where stump grinding is not possible or feasible, as determined by the City, stumps shall be cut at grade or as close as possible to grade.

d. All stump openings shall be filled and left level with the surrounding ground.

e. In areas of unimproved grounds consisting of natural foliage, disturbed areas shall be raked level and left in their natural condition, unless otherwise directed by the City.

Tree removal and stump grinding shall be performed in a manner that minimizes damage to surrounding property, utilities, and infrastructure and shall comply with Article XV (Damage, Restoration, and Repair).

1.4 DEBRIS REMOVAL AND PROCESSING

All trees, limbs, stumps, and associated wood debris generated by the Services shall be removed from the work site and lawfully disposed of by the Contractor within five (5) working days after completion of the authorized work, unless otherwise directed in writing by the City. No additional compensation shall be due for debris processing or disposal unless expressly authorized in writing by the City.

1.5 SAFETY AND WORKSITE CONTROLS

The Contractor shall exercise due care in the performance of the Services and shall be responsible, to the extent caused by its acts or omissions, for damage to property and injuries to persons arising from the performance of the Services.

a. All equipment shall be properly maintained and monitored at all times while in operation.

b. All personnel shall utilize appropriate safety clothing, personal protective equipment, and safety practices.

c. The Contractor shall comply with all applicable OSHA requirements and Federal, State, and local safety laws and industry standards.

d. The Contractor shall ensure safe working conditions and shall erect identifiable barriers, signage, or controls to prevent unauthorized entry into active work sites while Services are being performed.

1.6 STANDARDS OF PERFORMANCE

All Services shall be performed in a safe, professional, and workmanlike manner consistent with industry best practices. The Contractor shall be solely responsible for the means, methods, techniques, sequences, and safety of its operations.

1.7 NO CHANGE IN SCOPE WITHOUT WRITTEN AMENDMENT

Any modification, expansion, or reduction of the Services shall be effective only upon execution of a written amendment to this Agreement approved and executed by the City in accordance with applicable law. The Contractor acknowledges that the City is under no obligation to approve any request for expanded or additional services.

1.8 SUPERVISION

The Contractor shall assign an on-duty supervisor for all field operations who is authorized to act on behalf of the Contractor and who shall be responsible for coordinating the performance of the

Services in accordance with this Agreement.

1.9 WORK HOURS

Routine Services shall generally be performed during normal business hours, Monday through

Friday, excluding City-recognized holidays, unless otherwise authorized by the City. The City may authorize Services to be performed outside normal business hours as necessary for operational needs, or public safety. For purposes of this Agreement, “normal business hours” shall mean 5:00 a.m. to 6:00 p.m., Monday through Friday, excluding City-recognized holidays, unless otherwise authorized in writing by the City.

1.10 NO AUTHORITY TO ACT FOR THE CITY; NO SUBSTITUTION OF CITY JUDGEMENT

a. The Contractor shall not exercise independent discretion or substitute its judgment for that of the City in matters reserved to the City under this Agreement, and shall not make recommendations, determinations, approvals, certifications, or representations on behalf of the City. The Contractor shall have no authority to bind the City or to make decisions requiring the exercise of the City’s judgment, interpretation, or discretionary authority.

b. Nothing in this Section shall be construed to limit the Contractor’s responsibility to exercise reasonable judgment in the means, methods, sequencing, and performance of the

Services in accordance with this Agreement and applicable law.

ARTICLE II – INSPECTION AND ACCEPTANACE

2.1 INSPECTION OF SERVICES

a. The City may inspect the Services at any time to determine compliance with this

Agreement, including applicable performance standards, safety requirements, and work authorizations. Inspections may occur during performance or after completion of specific work activities.

b. City inspection or lack of inspection shall not relieve the Contractor of responsibility for performing the Services in full compliance with this Agreement.

2.2 ACCEPTANCE OF SERVICES

a. Acceptance of Services shall occur only when the City determines that the Services have been satisfactorily performed in accordance with this Agreement and any applicable work authorization.

b. Payment by the City shall not constitute final acceptance of Services that are later determined to be defective, nonconforming, or incomplete.

2.3 CORRECTION OF DEFICIENT OR NONCONFORMING SERVICES

a. If the City determines that any portion of the Services does not comply with this

Agreement, the City may require the Contractor to correct such Services within the time specified by the City at no additional cost to the City.

b. Any costs incurred by the City in performing corrective work may be deducted from amounts otherwise due to the Contractor.

c. Failure to timely correct deficient or nonconforming Services may result in the City exercising its rights under this Agreement, including withholding payment, performing corrective work at the Contractor’s expense, or termination for cause pursuant to Article

IV (Termination).

ARTICLE III – TERM AND RENEWAL

Authority: § 287.058, F.S.; § 287.058(1)(a)

3.1 EFFECTIVE DATE

This Agreement shall become effective on the date it is fully executed by both Parties.

3.2 TERM

This Agreement shall remain in full force and effect for an initial term of three (3) years, unless earlier terminated in accordance with this Agreement (“Initial Term”). No Services are authorized prior to the Effective Date unless expressly approved in writing by the City.

3.3 RENEWAL (IF APPLICABLE)

The City may, in its sole discretion, renew this Agreement for up to three (3) additional one-year renewal terms by providing written notice to the Contractor prior to the expiration of the then-current term. Any renewal shall be subject to continued availability of funds, satisfactory performance by the Contractor, and mutual agreement as to any revised pricing or terms expressly approved by the City. Nothing herein shall be construed as obligating the City to renew this Agreement. If the Parties do not mutually agree to renewal terms, the Agreement shall expire at the end of the then-current term.

3.4 FUNDING CONTINGENCY

The City’s obligations under this Agreement are contingent upon the availability and lawful appropriation of funds. Nothing in this Agreement shall be deemed to obligate the City to expend funds in excess of amounts appropriated or available for the Services. The Contractor acknowledges that payment for Services is subject to budgetary and funding constraints applicable to the City.

ARTICLE IV - TERMINATION

4.1 TERMINATION FOR CAUSE

a. The City may terminate this Agreement, in whole or in part, for cause upon written notice to the Contractor if the Contractor:

1. Fails to perform the Services in accordance with the requirements of this

Agreement;

2. Fails to comply with applicable laws, rules, or regulations;

3. Breaches any material term or condition of this Agreement;

4. Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or

5. Engages in conduct that, in the City’s reasonable discretion, materially and adversely affects the health, safety, welfare, or legitimate interests of the City.

b. Except where the City determines that immediate termination is necessary to protect the

City’s interests. Where practicable and consistent with public safety, the City may, but is not required to, provide the Contractor with written notice of the deficiency and a reasonable opportunity to cure within a time period specified by the City.

c. Termination for cause shall be effective immediately upon delivery of the notice of termination, unless otherwise stated therein. Upon termination for cause, the City may withhold further payments and shall be entitled to all remedies available at law or in equity. No decision by the City to allow or deny an opportunity to cure shall constitute a waiver of any rights or remedies.

4.2 TERMINATION FOR CONVENIENCE

a. The City may terminate this Agreement, in whole or in part, for its convenience and without cause, upon written notice to the Contractor. Such termination may be effective immediately or on a date specified in the notice.

b. In the event of termination for convenience, the Contractor shall be entitled to payment only for Services that were properly authorized in writing and satisfactorily performed through the effective date of termination, subject to the not-to-exceed amount set forth in this Agreement.

c. The Contractor shall not be entitled to anticipatory or lost profits, unperformed work, consequential or incidental damages, lost opportunity costs, demobilization costs, or any costs incurred after the effective date of termination, unless expressly authorized in writing by the City.

4.3 NON-APPROPRIATION

The City’s performance and obligation to pay under this Agreement is subject to annual appropriation by the City’s governing body. In the event sufficient funds are not appropriated or otherwise made available to continue this Agreement, the City may terminate this Agreement upon written notice to the Contractor, without penalty or further obligation. Termination pursuant to this section shall not constitute a breach of this Agreement, and the Contractor’s sole remedy shall be payment for Services properly authorized and performed prior to the effective date of termination.

ARTICLE V – ORDER OF PRECEDENCE

In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall govern, with higher-order documents controlling over lower-order documents:

a. This executed Agreement, including all Articles and Sections contained herein;

b. City-approved written amendments to this Agreement, executed by authorized representatives of both Parties;

c. Exhibits A – I to this Agreement, but only to the extent expressly incorporated and applicable to the Services authorized by the City; and

d. The City’s ITB (Exhibit A), expressly incorporated by reference and solely for the limited purpose as stated in Article XXIV (Role of Solicitation Documents (ITB)), and only to the extent such documents do not conflict with the terms of this Agreement.

e. The Contractor’s Bid Proposal (Exhibit I), expressly incorporated by reference and solely for the limited purpose as stated in Article XXIV (Role of Contractor’s Bid

Proposal), and only to the extent such documents do not conflict with the terms of this

Agreement.

No document, including but not limited to any solicitation, proposal, standard, guideline, specification, correspondence, field directive, or referenced material, shall modify, amend, or supersede this Agreement unless expressly stated and executed as a written amendment in accordance with Article XXIV – Miscellaneous (Amendments; Modifications).

ARTICLE VI – CONTRACTOR STATUS AND COMPLIANCE

6.1 INDEPENDENT CONTRACTOR STATUS

a. The Contractor is and shall remain an independent contractor, and nothing in this

Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the City and the Contractor. The

Contractor shall have no authority to bind or obligate the City in any manner.

b. The Contractor shall be solely responsible for all compensation, benefits, payroll taxes, workers’ compensation coverage, unemployment insurance, and all other obligations related to its employees, agents, and subcontractors. No employee or representative of the

Contractor shall be considered an employee of the City for any purpose.

6.2 CONTRACTOR RESPONSIBILITY AND CONTROL

a. The Contractor shall be solely responsible for the means, methods, techniques, sequences, safety, and supervision of the Services performed under this Agreement. The

City shall not exercise control over, nor be responsible for, the Contractor’s operational decisions, personnel management, safety practices, or field activities.

b. City review, inspection, approval, or direction shall be limited to verifying compliance with the requirements of this Agreement and shall not relieve the Contractor of its sole responsibility for the proper, safe, and lawful performance of the Services.

6.3 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS

a. The Contractor shall comply with all federal, state, and local laws, codes, rules, regulations, and standards that are applicable to the Contractor’s performance of the

Services under this Agreement, including but not limited to occupational safety requirements, environmental protections, traffic control standards, and industry safety practices.

b. Without limiting the foregoing, the Contractor shall perform all Services in accordance with applicable ANSI standards governing tree care and arboricultural safety, as referenced in this Agreement. Compliance with such standards shall not relieve the

Contractor of its independent duty to perform the Services safely and in accordance with this Agreement.

6.4 SUBCONTRACTORS

a. The Contractor shall not subcontract any portion of the Services without the prior written approval of the City, except for customary suppliers of materials or equipment. Any approved subcontractor shall be properly licensed, insured, and qualified to perform the assigned work.

b. The Contractor shall be fully responsible for the acts, omissions, safety, performance, and compliance of all subcontractors and lower-tier subcontractors. No subcontract shall relieve the Contractor of any obligation, liability, or responsibility under this Agreement.

c. All subcontractors shall be bound by obligations consistent with the applicable provisions of this Agreement, including safety, compliance, insurance, public records, and grant-related requirements, to the extent applicable to the subcontracted work.

ARTICLE VII – CONTRACTOR INTEGRITY AND ELIGIBILITY

Authority: §§ 287.133, 287.135, and 215.473, F.S.

7.1 PUBLIC ENTITY CRIMES

a. The Contractor certifies that it is not listed on the State of Florida’s convicted vendor list and has not been convicted of a public entity crime, as defined in § 287.133, F.S., and that it has not been placed on probation under any such statute. The Contractor acknowledges that this certification is a material representation upon which the City has relied in entering into this Agreement.

b. These obligations are certified in and further defined by Exhibit C – Public Entity

Crimes Affidavit, incorporated herein by reference and made a material term of this

Agreement.

7.2 NON-COLLUSION

a. The Contractor certifies that this Agreement has not been entered into through collusion with any other contractor or entity, and that no attempt has been made by the Contractor to restrain free competitive bidding or competition in connection with the procurement or performance of the Services.

b. These obligations are certified in and further defined by Exhibit D – Non-Collusion

Affidavit, incorporated herein by reference and made a material term of this Agreement.

7.3 CONFLICTS-OF-INTEREST

a. The Contractor certifies that it has no actual or apparent conflict of interest that would impair its ability to perform the Services in a fair, impartial, and objective manner. The

Contractor shall not engage in any activity or acquire any interest that would conflict with the proper performance of the Services.

b. The Contractor shall promptly disclose in writing to the City any potential or actual conflict of interest that arises during the term of this Agreement. Failure to disclose a conflict of interest may constitute a material breach of this Agreement.

c. These obligations are certified in and further defined by Exhibit E – Conflict-of-Interest

Certification, which is incorporated herein by reference and made a material term of this

Agreement.

7.4 SCRUTINIZED COMPANIES

a. The Contractor certifies that it is not on any list of scrutinized companies maintained by the State of Florida and is not engaged in activities prohibited under applicable Florida law relating to foreign countries of concern as defined under § 215.473, F.S., or other applicable Florida law. The Contractor shall immediately notify the City if its status changes during the term of this Agreement.

b. These obligations are certified in and further defined by Exhibit F – Scrutinized

Companies Certification, incorporated herein by reference and made a material term of this Agreement.

7.5 NONDISCRIMINATION

a. The Contractor shall comply with Ch. 760, F.S. (Florida Civil Rights Act), and all other applicable state laws prohibiting discrimination. The Bidder agrees that it shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex (including pregnancy), national origin, age, disability, marital status, or any other characteristic protected under Florida law, and shall include this nondiscrimination provision in all subcontracts related to the performance of the

Contract.

b. These obligations are certified in and further defined by Exhibit J – Certification

Regarding Nondiscrimination, incorporated herein by reference and made a material term of this Agreement.

7.6 DRUG-FREE WORKPLACE

a. The Contractor certifies that it maintains a drug-free workplace and shall comply with all applicable drug-free workplace requirements under Florida law.

b. These obligations are certified in and further defined by Exhibit K – Drug-Free

Workplace Certification, incorporated herein by reference and made a material term of this Agreement.

7.7 ANTI-HUMAN TRAFFICKING

a. The Contractor shall comply with Anti-Human Trafficking laws in accordance with §

787.06, F.S. A violation of § 787.06, F.S., may result in termination of this Contract.

b. These obligations are certified in and further defined by Exhibit L – Anti-Human

Trafficking Compliance Affidavit, incorporated herein by reference and made a material term of this Agreement.

7.7 ETHICS; PROHIBITED GIFTS AND GRATUITIES

The Contractor shall comply with Part III of Ch. 112, F.S., and shall not offer, give, or agree to give any gift or item of value to any City officer, official, or employee in violation of applicable law. Violation of this provision constitutes a material breach of this Agreement.

7.8 CONTINUING CERTIFICATION AND REMEDIES

a. All certifications made by the Contractor in this Article are continuing in nature and shall remain true and correct throughout the term of this Agreement and any renewal periods.

The Contractor shall have an affirmative duty to notify the City in writing of any change in circumstances affecting the accuracy of these certifications.

b. Any false certification, failure to disclose required information, or loss of eligibility under this Article shall constitute a material breach of this Agreement and shall entitle the City to exercise any and all remedies available under this Agreement or at law, including, without limitation, those remedies described in Article XX (Remedies), including termination for cause, without penalty to the City.

ARTICLE VIII – E-VERIFY COMPLIANCE

Authority: § 448.095, F.S.

8.1 GENERAL REQUIREMENT

The Contractor shall comply with § 448.095, F.S., including by registering with and using the

U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees of the Contractor, and shall require any subcontractor performing

Services under this Agreement to do the same, as required by law. The Contractor represents that it is currently registered with and uses E-Verify and will maintain such registration and use throughout the Term.

8.2 CERTIFICATION AND SUBCONTRACTOR COMPLIANCE

Upon request by the City, the Contractor shall provide a written certification attesting to its compliance with § 448.095, F.S., and shall certify that all approved subcontractors performing work under this Agreement are likewise in compliance. The City may request documentation reasonably necessary to confirm such compliance, consistent with applicable law.

8.3 RECORD RETENTION

The Contractor shall retain all E-Verify records and documentation required by law for the applicable retention period and shall make such records available to the City for inspection upon reasonable request, to the extent permitted by law.

8.4 NONCOMPLIANCE AND REMEDIES

Failure by the Contractor or any subcontractor to comply with the requirements of this Article shall constitute a material breach of this Agreement. Upon such breach, the City may exercise any remedies available under this Agreement or at law, including termination for cause. The

Contractor shall be solely responsible for any fines, penalties, or enforcement actions arising from its failure, or the failure of its subcontractors, to comply with E-Verify requirements.

8.5 AFFIDAVIT

The Contractor’s compliance with this Article is further affirmed in Exhibit G – E-Verify

Compliance Certification, which is incorporated herein by reference and made a material term of this Agreement.

ARTICLE IX – COMPENSATION, INVOICING REQUIREMENTS, AND

APPLICATION FOR PAYMENT

Authority: § 287.058(1)(a) & (c), F.S.; § 212.08(6), F.S.

9.1 SCHEDULE OF RATES AND COMPENSATION STRUCTURE

a. Compensation for Services performed under this Agreement shall be based solely on the applicable rates and unit prices expressly set forth in Exhibit B – Schedule of Rates and

Unit Pricing, as authorized in writing by the City. No compensation shall be due for any

Services, mobilization, equipment, labor, materials, or incidentals not expressly authorized and priced in accordance with this Agreement.

b. Exhibit B contains multiple pricing structures applicable to different categories of

Services, including: (i) all-inclusive unit pricing for whole tree removal; (ii) hourly service rates for Services not involving whole tree removal; and (iii) after-hours mobilization service rates. The City shall designate, in each written work authorization, the applicable pricing structure or subsection of Exhibit B.

c. The Contractor shall bill the City only in accordance with the pricing structure expressly authorized by the City and shall not substitute, combine, or mix pricing methods for the same tree, work activity, or Service unless expressly authorized in writing by the City.

d. Unless otherwise expressly stated in Exhibit B, all rates and unit prices shall be deemed to include all labor, supervision, equipment, tools, vehicles, materials, overhead, profit, and incidentals necessary to perform the authorized Services.

9.2 WHOLE TREE REMOVAL UNIT PRICING

a. Where whole tree removal Services are authorized by the City to be compensated on a unit-price basis, compensation shall be in accordance with the applicable tree removal unit prices set forth in Exhibit B – Schedule of Rates and Unit Pricing.

b. Whole tree removal unit pricing shall be all-inclusive and shall include, at a minimum, mobilization, complete tree removal, stump grinding (unless otherwise directed in writing by the City), site cleanup, debris hauling and lawful disposal, and de-mobilization, unless otherwise expressly stated in Exhibit B. No additional compensation shall be due for any such activities when Services are compensated under the whole tree removal unit pricing schedule.

c. Services compensated under the whole tree removal unit pricing schedule shall not be billed on an hourly basis unless expressly authorized in writing by the City due to partial work directives, site-specific constraints, or other conditions identified by the City.

9.3 HOURLY SERVICE RATES (NOT RELATED TO WHOLE TREE REMOVAL)

a. Where Services are authorized by the City to be compensated on an hourly basis and do not involve whole tree removal, compensation shall be in accordance with the applicable hourly service rates set forth in Exhibit B – Schedule of Rates and Unit Pricing.

b. Hourly service rates may include Services such as trimming, pruning, vegetation management, limb removal, clearance work, standby services, limited removals, or other

Services expressly authorized by the City that do not constitute complete tree removal.

Hourly rates shall be deemed to include all labor, supervision, equipment, tools, vehicles, materials, overhead, profit, and incidentals necessary to perform the authorized Services, unless otherwise expressly stated in Exhibit B.

c. Hourly service rates shall not be used for whole tree removal Services unless expressly authorized in writing by the City pursuant to Article IX (Whole Tree Removal Unit

Pricing).

9.4 AFTER-HOURS MOBILIZATION SERVICES

a. After-hours mobilization Services are Services performed outside of normal business hours, as defined in Article I (Work Hours), or under urgent conditions that pose an immediate or imminent threat to public safety, property, utilities, buildings, roadways, or other public infrastructure, or that are required in response to storm events or other conditions, as determined and expressly activated by the City.

b. After-hours Services shall be performed only when expressly authorized in writing by the

City and shall be compensated solely in accordance with the applicable after-hours service rates set forth in Exhibit B.

c. After-hours rates shall not apply to routine Services performed outside normal business hours absent express City authorization. Standby time, idle time, travel time, or mobilization time shall not be compensable unless expressly authorized in writing by the

City.

9.5 APPLICATION FOR PAYMENT

a. The Contractor shall submit Applications for Payment in accordance with Exhibit H –

Application for Payment and Invoice Requirements, which is incorporated herein by reference and made a material term of this Agreement. Applications for Payment shall be limited to Services expressly authorized by the City and performed under this Agreement.

b. Each Application for Payment shall constitute a proper invoice as defined in § 218.72(8), F.S., and shall include all information, documentation, and certifications required by

Exhibit H.

c. Applications for Payment that do not conform to the requirements of this Agreement and

Exhibit H may be returned by the City in writing as incomplete or improper, in accordance with § 218.73, F.S., with identification of deficiencies. The Contractor shall correct and resubmit the Application for Payment for further review.

d. Payment by the City shall be made in accordance with Part VII of Ch. 218, F.S., and shall not constitute acceptance of Services that are later determined to be defective, incomplete, nonconforming, or performed outside the authorized scope.

e. Compensation under this Agreement is limited solely to Services that are authorized in writing by the City, performed and completed in accordance with this Agreement, and accepted by the City. Authorization alone shall not entitle the Contractor to payment for noncompliant or unauthorized Services.

9.6 TAXES AND REGISTRATION

The Contractor shall be solely responsible for the payment of all taxes, fees, permits, and charges of any kind imposed by any governmental authority in connection with the performance of the

Services. The Contractor represents and warrants that it is duly registered and authorized to do business in the State of Florida and shall maintain such authorization for the duration of this

Agreement. As a condition precedent to payment, the Contractor shall provide the City with a properly completed Internal Revenue Service Form W-9.

9.7 SALES TAX EXEMPTION

The City is exempt from the payment of sales and use taxes. The Contractor shall not include sales tax on invoices submitted to the City for Services performed under this Agreement. Any taxes legally imposed on the Contractor’s operations or income shall be the sole responsibility of the Contractor.

9.8 AS-NEEDED SERVICES; NO GUARANTEE OF WORK

This Agreement is an as-needed services agreement. The City makes no representation, warranty, or guarantee that any Services will be ordered, and does not commit to any minimum quantity, dollar amount, or frequency of Services. The Contractor acknowledges that the City’s obligation is limited solely to payment for Services that are actually authorized, performed, properly invoiced, and accepted in accordance with this Agreement.

9.9 NO ADVANCE PAYMENTS

Advance payments are expressly prohibited. The City shall not make payment for Services not yet performed, for costs not yet incurred, or for anticipated, standby, or future work, unless expressly authorized in writing by the City.

9.10 DISPUTED OR IMPROPER CHARGES

The City may withhold payment of any portion of an Application for Payment that the City, in good faith, disputes or determines does not comply with this Agreement or Exhibit H –

Application for Payment and Invoice Requirements. Payment of any undisputed portion shall not constitute acceptance of disputed Services, approval of nonconforming work, or a waiver of any rights or remedies of the City.

9.11 RECORDKEEPING; AUDIT AND INSPECTION RIGHTS

The Contractor shall maintain accurate, complete, and current records supporting all amounts billed under this Agreement, including documentation required by Exhibit H – Application for

Payment and Invoice Requirements. Such records shall be retained for a minimum of five (5) years after final payment or termination of this Agreement, whichever occurs later, or for such longer period as may be required by law or applicable reimbursement or funding requirements.

The City, its auditors, and any other entity authorized by law shall have the right to inspect, audit, and copy such records upon reasonable notice during normal business hours.

ARTICLE X – RECORDS RETENTION AND PUBLIC RECORDS

COMPLIANCE

Authority: §§ 287.058(1)(c), 119.0701, F.S.; Ch. 119, F.S.

In accordance with § 287.058(1)(c), F.S., this Agreement expressly provides for public access to all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other materials, regardless of physical form or characteristics, made or received by the Contractor in connection with the performance of the Services under this

Agreement.

10.1 PUBLIC RECORDS COMPLIANCE

a. The Contractor shall comply with all applicable requirements of Florida’s Public Records

Act, Ch. 119, F.S., including the contractor obligations set forth in § 119.0701, F.S. Public records requests relating to this Agreement must be made to the City. If the City does not possess the requested records, the City will notify the Contractor, and the Contractor shall provide the records to the City or allow the records to be inspected or copied within a reasonable time, as required by § 119.0701, F.S.

b. Upon request from the City, the Contractor shall promptly provide the City with a copy of any public record required to be produced under Ch. 119, F.S., or allow such record to be inspected or copied at a reasonable time and place.

c. The Contractor shall promptly forward to the City any public records request received directly by the Contractor in connection with this Agreement and shall cooperate fully with the City in responding to such request.

d. Failure to comply with the requirements of this Section constitutes a material breach of this Agreement and may result in termination, enforcement action, and penalties as provided in § 119.10, F.S.

10.2 STATUTORY PUBLIC RECORDS 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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT:

Molly Turnes, Milton City Clerk Office

Custodian of Public Records

6738 Dixon Street

Milton, FL 32570

Phone: (850) 983-5408

Email: mturnes@miltonfl.org

10.3 RECORD RETENTION

a. The Contractor shall retain all records, documents, and supporting materials made or received in connection with this Agreement for a minimum of five (5) years after final payment and Agreement closeout, or for such longer period as may be required by applicable state law, audit requirements, or litigation hold.

b. If this Agreement is supported in whole or in part with state financial assistance, the

Contractor shall retain records for any longer period expressly required by the applicable state award and incorporated into this Agreement.

c. If multiple retention requirements apply, the longest retention period shall govern.

10.4 AUDIT AND ACCESS RIGHTS

The Contractor shall provide the City of Milton, the Florida Auditor General, the Florida Chief

Financial Officer, and any other state or federal auditor with lawful jurisdiction or authority to the Contractor’s books, documents, papers, and records that are directly pertinent to this

Agreement, to the extent required by applicable law or expressly required by an applicable funding source incorporated into this Agreement.

10.5 RECORDS TRANSFER AND PRESERVATION

a. Upon expiration or termination of this Agreement, the Contractor shall transfer to the

City, at no cost, all public records in the Contractor’s possession that were made or received in connection with this Agreement, in a format accessible and usable by the City.

b. The Contractor shall not destroy, alter, conceal, or withhold any records that are subject to public disclosure, audit, investigation, or litigation hold.

c. Failure to transfer or preserve records as required by this Section constitutes a violation of Ch. 119, F.S., and may result in termination of this Agreement and any other remedies available to the City at law or in equity.

10.6 SUBCONTRACTOR COMPLIANCE

a. The Contractor shall ensure that all subcontractors and lower-tier subcontractors are subject to and comply with the same public records, access-to-records, audit, and retention requirements applicable to the Contractor under this Article X, Ch. 119, F.S., and § 119.0701, F.S.

b. Where this Agreement is supported in whole or in part by state funding and specific contractor-applicable record access or retention requirements are expressly incorporated into this Agreement, the Contractor shall flow down only those expressly applicable requirements to subcontractors, as required by law or applicable funding conditions.

c. The Contractor shall remain fully responsible for ensuring subcontractor compliance with this Article and shall enforce such requirements through appropriate contractual provisions.

ARTICLE XI – LICENSURE, CERTIFICATIONS, AND REGULATORY

COMPLIANCE

11.1 REQUIRED LICENSES AND CERTIFICATIONS

a. The Contractor certifies that it holds, and shall maintain for the duration of this

Agreement, all licenses, registrations, permits, and certifications required by applicable federal, state, and local law or ordinance to perform the Services under this Agreement.

b. Where the Services require specialized credentials or certifications, including but not limited to arborist credentials or traffic control certifications referenced elsewhere in this

Agreement, the Contractor shall ensure that such Services are performed only by properly credentialed personnel.

11.2 PERMITS AND REGULATORY COMPLIANCE

a. The Contractor shall obtain, at its sole cost and expense, all permits, approvals, licenses, and authorizations required to perform the Services under this Agreement, including any permits required for work within public rights-of-way, traffic control, lane closures, disposal, or environmental compliance, unless expressly stated otherwise in writing by the City.

b. The Contractor shall comply with all applicable federal, state, and local laws, codes, rules, regulations, and ordinances governing the performance of the Services. The City’s review, coordination, or assistance in permitting matters, if any, shall not relieve the

Contractor of responsibility for compliance.

c. Failure to obtain or maintain required permits or approvals shall not excuse delays or nonperformance and may constitute a material breach of this Agreement.

11.3 COMPLIANCE AND MAINTENANCE

All required licenses and certifications shall remain active, valid, and in good standing throughout the term of this Agreement. Failure to maintain required licensure or certifications constitutes a material breach of this Agreement.

11.4 NO PROFESSIONAL SERVICES REPRESENTATION

Nothing in this Agreement shall be construed to require or constitute the performance of professional services subject to the Consultant’s Competitive Negotiation Act (Chapter 287, Part

I, Florida Statutes), nor to impose professional licensure obligations beyond those expressly applicable to the Services performed.

ARTICLE XII – TRAFFIC CONTROL AND PUBLIC SAFETY

Authority: § 316.0745, Florida Statutes; Rule 14 -15.010, Florida Administrative Code; FDOT

Design Standards (Index 600 Series); MUTCD (as adopted by FDOT)

12.1 TRAFFIC CONTROL RESPONSIBILITIES

a. The Contractor shall be solely responsible for the planning, provision, installation, inspection, maintenance, relocation, and removal of all Maintenance of Traffic (“MOT”) necessary to safely perform the Services under this Agreement and to protect workers, motorists, pedestrians, and adjacent property.

b. All MOT shall comply with the Manual on Uniform Traffic Control Devices

(MUTCD), as adopted by the Florida Department of Transportation (FDOT), and with applicable FDOT Standard Specifications for Road and Bridge Construction and FDOT Design Standards (Index 600 Series), as applicable to the work being performed.

c. When work is performed adjacent to travel lanes, the Contractor shall provide adequate buffer zones and protection between workers and motor vehicle traffic appropriate to the roadway classification, speed, and traffic conditions.

d. The Contractor shall furnish and set up all MOT equipment and devices and shall be responsible for their continuous maintenance and daily inspection for the duration of the work and until all hazards are removed.

12.2 TRAFFIC CONTROL PLANS AND CERTIFIED SUPERVISION

a. The Contractor shall implement a traffic control plan appropriate to the Services being performed and consistent with MUTCD and FDOT requirements. Where required by

FDOT standards, the Contractor shall utilize a project-specific traffic control plan or an

FDOT-approved alternate plan.

b. The Contractor shall provide a Certified Worksite Traffic Supervisor (CWTS) in accordance with FDOT Standard Specifications. Copies of all required traffic control certifications shall be provided to the City’s designated representative prior to the commencement of any work requiring MOT.

c. No work requiring MOT shall begin until the required traffic control measures are fully installed and inspected by the Contractor’s Certified Worksite Traffic Supervisor. Any

City review or observation of MOT is for general compliance purposes only and shall not relieve the Contractor of its sole responsibility for traffic control or public safety.

12.3 BARRICADES, SIGNAGE, FLAGGING, AND CLOSURES

a. The Contractor shall furnish all barricades, cones, drums, signs, arrow boards, message boards, lighting, flaggers, and other traffic control devices required for safe operations.

All flagging shall be performed by properly trained and certified personnel in accordance with MUTCD and FDOT requirements.

b. No lane closures, sidewalk closures, or traffic pattern changes shall be implemented without prior approval from the City’s designated representative. Such approval shall not shift responsibility for safety or compliance from the Contractor to the City.

c. The Contractor shall be liable for any accidents, injuries, damages, fines, or…