ITB-2026-03_Custodial_and_Janitorial_Services_-_Contract.pdf

City of Milton

NON-PROFESSIONAL SERVICES AGREEMENT

Custodial and Janitorial Services

Agreement No.: CJS-NPSA-2026-001

Contents

RECITALS

ARTICLE I – DEFINITIONS AND INTERPRETATION

1.1 Effect of Preamble and Recitals; Article Numbering

1.2 Defined Terms

1.3 Rules of Interpretation

1.4 No Professional Services or Construction Intended

ARTICLE II – SCOPE OF SERVICES

2.1 General Description of Services

2.2 Service Locations and Service Schedule

2.3 City-Furnished Items

2.4 Contractor Responsibilities

2.5 Standard of Performance

2.6 City Oversight and Inspection

2.7 Deficient or Non-Conforming Work

2.8 No Additional or Extra Services Without Written Authorization

2.9 Changes in Services

2.10 Consistency With Exclusions

2.11 COMPENSATION FOR SERVICES

ARTICLE III – EXPRESS EXCLUSIONS AND LIMITATIONS

3.1 Professional Services Prohibited

3.2 Construction and Public Works Prohibited

3.3 No Delegation of Governmental Authority

3.4 Independent Contractor; No Agency, Partnership, or Fiduciary Relationship

3.5 No Implied or Unauthorized Expansion of Scope

ARTICLE IV – TERM AND RENEWAL

4.1 Effective Date

4.2 Term

4.3 Renewal

4.4 Availability of Funds

ARTICLE V - TERMINATION

5.1 Termination for Cause

5.2 Termination for Convenience

5.3 Effect of Termination

5.4 No Waiver of City Rights

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ARTICLE VI – COMPENSATION AND INVOICING

6.1 Compensation

6.2 Monthly Invoicing

6.3 Invoice Delivery

6.4 Payment

6.5 No Advance Payments

6.6 Disputed or Improper Charges

6.7 Records; Audit and Inspection

6.8 Taxes and Registration

6.9 Sales Tax Exemption

ARTICLE VII – INSURANCE, INDEMNIFICATION, AND RISK ALLOCATION

7.1 Insurance Requirements

7.2 Maintenance of Coverage; Notice of Cancellation

7.3 Indemnification

7.4 Sovereign Immunity; Limitation of Liability

7.5 Risk Allocation Consistent With Scope

7.6 Survival

ARTICLE VIII – CONTRACTOR COMPLIANCE, INTEGRITY, AND ELIGIBILITY

8.1 Public Entity Crimes

8.2 Suspension and Debarment

8.3 Non-Collusion

8.4 Conflict-of-Interest

8.5 Scrutinized Companies / Boycott of Israel

8.6 General Compliance With Laws

8.7 Nondiscrimination

8.8 E-Verify Compliance

8.9 Drug-Free Workplace

8.10 Licenses, Permits, and Authorizations

8.11 Ethics and Gifts

8.12 Incident Reporting and Damage

8.13 Continuing Certification and Remedies

ARTICLE IX – CONTRACTOR PERSONNEL, SCREENING, AND FACILITY ACCESS

9.1 Personnel Screening and Facility Access

9.2 Removal and Replacement of Personnel

9.3 Compliance with Security Requirements

9.4 Personnel Responsibility

9.5 No Employment Relationship

9.6 Responsibility For Acts and Omissions

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ARTICLE X – ASSIGNMENT AND SUBCONTRACTING

10.1 Assignment

10.2 Subcontracting

10.3 Flow-Down of Applicable Requirements

10.4 No Release of Responsibility

10.5 Successor and Permitted Assigns

ARTICLE XI – PUBLIC RECORDS COMPLIANCE AND RETENTION

11.1 Public Records Compliance

11.2 Statutory Public Records Notice

11.3 Record Retention

11.4 Audit and Access Rights

11.5 Subcontractor Compliance

11.6 Confidential or Exempt Information

ARTICLE XII – DEFAULT, REMEDIES, AND DISPUTE RESOLUTION

12.1 Default

12.2 City Remedies

12.3 Governing Law and Venue

12.4 No Arbitration or Mandatory Mediation

12.5 Attorneys’ Fees and Costs

ARTICLE XIII – ORDER OF PRECEDENCE

13.1 Order of Precedence

13.2 No Implied Modification

13.3 Exhibit Interpretation

ARTICLE XIV – NOTICE AND COMMUNICATION

14.1 Method of Notice

14.2 Effective Date of Notice

14.3 Notice Addresses

14.4 Operational Communications and City's Designated Representative

ARTICLE XV – CONFIDENTIALITY AND DATA SECURITY

15.1 Confidentiality

15.2 Data Security and Security Incident Notice

ARTICLE XVI – MISCELLANEOUS

16.1 Entire Agreement

16.2 No Waiver

16.3 Severability

16.4 Force Majeure

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16.5 Amendments; Modifications

16.6 Counterparts; Electronic Signatures

16.7 Headings for Convenience

16.8 Public Procurement Compliance

16.9 Role of City’s Invitation to Bid (ITB)

16.10 Role of Contractor’s Bid

16.11 Work Product and Records

16.12 No Third-Party Beneficiaries

16.13 Authority to Execute

EXHIBIT A – CUSTODIAL SERVICE SCHEDULE

EXHIBIT B – COMPENSATION SCHEDULE

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Agreement No.: CJS-NPSA-2026-001

This Non-Professional Services Agreement (“Agreement”) 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/limited liability company/sole proprietorship/etc.] organized 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 ______________.

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

Contractor (“Effective Date”). The City and the Contractor may be referred to individually as a

“Party” and collectively as the “Parties.”

This Agreement is entered into for the purpose of procuring non-professional custodial and janitorial services for designated City facilities and is not intended to procure professional services as defined in § 287.055, Florida Statutes, or construction or public works services governed by Chapter 255, Florida Statutes.

This Agreement is subject to the lawful appropriation and availability of funds by the City.

RECITALS

WHEREAS, the City requires the performance of non-professional custodial and janitorial services for designated City facilities to support its day-to-day municipal operations; and

WHEREAS, the City desires to engage the Contractor solely to provide such non-professional custodial and janitorial services, subject to the terms and conditions set forth herein; and

WHEREAS, the Parties expressly acknowledge that this Agreement is not intended to procure professional services subject to § 287.055, Florida Statutes, or construction or public works services governed by Chapter 255, Florida Statutes; and

WHEREAS, the Parties desire to clearly define the scope of services, compensation, performance requirements, and conditions under which the Services shall be performed, and to allocate responsibilities and risks in a manner consistent with applicable law;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

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ARTICLE I – DEFINITIONS AND INTERPRETATION

1.1 EFFECT OF PREAMBLE AND RECITALS; ARTICLE NUMBERING.

The Preamble and Recitals set forth above are an integral part of this Agreement and are incorporated herein by reference for all purposes, including interpretation of the Parties’ intent and the limitations applicable to this Agreement. The numbering and sequencing of Articles and

Sections in this Agreement are for convenience and organizational purposes only and shall not be construed to assign priority, hierarchy, or relative importance among provisions. All provisions of this Agreement shall be read and enforced as a cohesive whole.

1.2 DEFINED TERMS

As used in this Agreement, the following terms shall have the meanings set forth below:

a. “Agreement” means this Non-Professional Services Agreement, including all exhibits, attachments, and other documents expressly incorporated herein.

b. “Contractor” means the party providing Services under this Agreement, including its employees and approved subcontractors, if any.

c. “City” means the City of Milton, Florida.

d. “Services” means the non-professional custodial and janitorial services required under this Agreement, including the services described in Exhibit A – Custodial Service

Schedule and the Solicitation Documents incorporated herein.

e. “Work” means the complete performance of the Services required under this Agreement, including all labor, supervision, and related obligations necessary to perform the Services in accordance with the Contract Documents.

f. “Contract Documents” means this Agreement and all documents expressly incorporated herein, including Exhibit A – Custodial Service Schedule, Exhibit B – Compensation

Schedule, the City’s Invitation to Bid, all addenda, and the Contractor’s Bid documents to the extent accepted by the City.

g. “Exhibits” means those documents identified and incorporated into this Agreement.

h. "Solicitation Documents" means the City's Invitation to Bid No. [Insert ITB Number], including all addenda, amendments, and attachments issued by the City in connection with the procurement of the Services.

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1.3 RULES OF INTERPRETATION

a. This Agreement shall be construed as a whole and in a manner that gives effect to all provisions. No provision shall be construed to authorize services, compensation, or obligations beyond those expressly stated in the Contract Documents.

b. The inclusion of headings, defined terms, examples, or descriptive language shall not be interpreted to expand the scope of Services or the obligations of the City beyond those expressly stated in the Contract Documents.

c. In the event of a conflict among the Contract Documents, the order of precedence set forth in this Agreement shall govern.

1.4 NO PROFESSIONAL SERVICES OR CONSTRUCTION INTENDED

The Parties expressly acknowledge that this Agreement is limited to non-professional custodial and janitorial services and does not contemplate, authorize, or permit the performance of professional services subject to § 287.055, Florida Statutes, or construction or public works services governed by Chapter 255, Florida Statutes.

ARTICLE II – SCOPE OF SERVICES

2.1 GENERAL DESCRIPTION OF SERVICES

a. The Contractor shall provide non-professional custodial and janitorial services for the

City facilities identified in this Agreement and in Exhibit A – Custodial Service

Schedule (the “Services”).

b. The Contractor shall perform the Services in accordance with this Agreement, Exhibit A

– Custodial Service Schedule, the City’s Invitation to Bid and all addenda, and the

Contractor’s Bid documents to the extent accepted by the City.

c. The Services authorized under this Agreement are limited to routine custodial, janitorial, and related operational services and do not include professional services subject to §

287.055, Florida Statutes, or construction or public works services governed by Chapter

255, Florida Statutes.

2.2 SERVICE LOCATIONS AND SERVICE SCHEDULE

a. The Services shall be performed at the City facilities identified in Exhibit A – Custodial

Service Schedule.

b. The specific tasks, service areas, service days, service hours, and required frequencies for each facility shall be as set forth in Exhibit A – Custodial Service Schedule.

c. The Contractor shall perform the Services in accordance with the service schedule stated in Exhibit A and in a manner that does not unreasonably interfere with City operations.

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2.3 CITY-FURNISHED ITEMS

a. The City shall furnish all necessary cleaning products, cleaning items, equipment, paper products, trash liners, hand soap, and other consumable supplies required for performance of the Services, as more particularly described in Exhibit A – Custodial Service

Schedule.

b. The Contractor shall furnish all other items necessary to perform the Work, including but not limited to labor, supervision, transportation, and small tools.

c. The Contractor shall notify the City's designated representative when replenishment of

City-furnished items is needed or when any cleaning product, item, or supply not currently provided by the City is necessary to complete the Work in accordance with the

Contract Documents. The Contractor shall provide reasonable advance notice to allow the

City adequate time to acquire and deliver such items. Upon such notification, the City shall acquire and furnish such items as reasonably necessary for performance of the

Services.

d. The Contractor shall not be excused from timely performance of the Services due to lack of City-furnished items unless the Contractor has provided timely notice in accordance with this Section and the City has failed to furnish the items within a reasonable time.

2.4 CONTRACTOR RESPONSIBILITIES

a. The Contractor shall furnish all labor, supervision, and services necessary for complete performance of the Services in accordance with the Contract Documents.

b. The Contractor shall ensure that all personnel assigned to perform the Services are competent, properly supervised, and capable of performing the required Services in accordance with this Agreement.

c. The Contractor shall be responsible for coordinating its personnel and performing the

Services in an orderly, safe, and efficient manner.

2.5 STANDARD OF PERFORMANCE

a. The Contractor shall perform all Services in a timely, professional, competent, and workmanlike manner consistent with industry standards for custodial and janitorial services.

b. All Services shall be performed in compliance with applicable federal, state, and local laws, ordinances, rules, and regulations.

c. The Contractor shall maintain the City facilities and all covered areas in a clean, sanitary, safe, and orderly condition in accordance with this Agreement and Exhibit A –

Custodial Service Schedule.

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2.6 CITY OVERSIGHT AND INSPECTION

a. All Services performed under this Agreement shall be subject to the oversight, supervision, inspection, and evaluation of the City or the City’s designated representative.

b. The City's designated representative for purposes of this Agreement shall be a Public

Works employee, or such other person as the City may designate in writing. The

Contractor shall be notified in writing of any change in the City's designated representative.

c. The City retains the right to inspect the Services at any time to determine compliance with this Agreement.

d. City inspection, observation, or review shall not constitute acceptance of deficient or non-conforming Services and shall not waive the City’s right to require correction of such

Services.

2.7 DEFICIENT OR NON-CONFORMING WORK

a. If any Services are determined by the City to be deficient, incomplete, unsatisfactory, or otherwise not in compliance with this Agreement, the Contractor shall promptly correct or re-perform such Services at no additional cost to the City within the time specified by the City or, if no time is specified, within a reasonable time considering the nature of the deficiency.

b. The City may withhold payment for deficient or non-conforming Services and may exercise any other rights or remedies available under this Agreement or applicable law.

2.8 NO ADDITIONAL OR EXTRA SERVICES WITHOUT WRITTEN AUTHORIZATION

The Contractor shall not perform services outside the scope of this Agreement without prior written authorization from the City. The City shall have no obligation to pay for any additional, extra, or unauthorized services not approved in writing by the City.

2.9 CHANGES IN SERVICES

Any material modification, expansion, or reduction of the Services shall be effective only by written amendment or other written authorization permitted by this Agreement and approved by the City in accordance with applicable law.

2.10 CONSISTENCY WITH EXCLUSIONS

The Contractor acknowledges that the Services described in this Agreement are limited by the exclusions and limitations in Article III – Express Exclusions and Limitations. If any part of the

Services appears to allow work prohibited by Article III, Article III shall control.

2.11 COMPENSATION FOR SERVICES

Compensation for the Services shall be paid in accordance with Article VI – Compensation and

Payment and Exhibit B – Compensation Schedule.

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ARTICLE III – EXPRESS EXCLUSIONS AND LIMITATIONS

3.1 PROFESSIONAL SERVICES PROHIBITED

This Agreement is strictly limited to non-professional custodial and janitorial services. Nothing in this Agreement shall be construed to authorize the performance of professional services as contemplated under § 287.055, Florida Statutes. Any services constituting professional services under § 287.055, Florida Statutes, are expressly excluded and shall require a separate agreement procured in accordance with applicable law.

3.2 CONSTRUCTION AND PUBLIC WORKS PROHIBITED

This Agreement does not authorize, and shall not be used for, any construction, reconstruction, renovation, alteration, improvement, demolition, or public construction work governed by

Chapter 255, Florida Statutes. Any work subject to Chapter 255, Florida Statutes, is expressly excluded and shall require a separate procurement and contract in accordance with applicable law.

3.3 NO DELEGATION OF GOVERNMENTAL AUTHORITY

Nothing in this Agreement shall be construed to delegate to the Contractor any governmental, discretionary, policymaking, regulatory, or decision-making authority of the City. The

Contractor shall not act on behalf of, bind, or represent the City, and shall perform the Services only in accordance with this Agreement and subject to the oversight of the City.

3.4 INDEPENDENT CONTRACTOR; NO AGENCY, PARTNERSHIP, OR FIDUCIARY RELATIONSHIP

The Contractor is and shall remain an independent contractor. Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or fiduciary relationship between the

City and the Contractor. The Contractor shall have no authority to assume or create any obligation or liability on behalf of the City, nor shall the Contractor represent to any third party that it has such authority.

3.5 NO IMPLIED OR UNAUTHORIZED EXPANSION OF SCOPE

The scope of Services authorized under this Agreement shall not be expanded by implication, course of performance, prior dealings, verbal direction, email, invoice, informal communication, or continued performance. Services performed outside the expressly authorized scope of this

Agreement are performed at the Contractor’s sole risk and expense and shall not be compensable unless expressly authorized in writing by the City in accordance with this Agreement and applicable law.

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ARTICLE IV – TERM AND RENEWAL

Authority: § 287.058, F.S.

4.1 EFFECTIVE DATE

This Agreement shall become effective on the date it is fully executed by both Parties (“Effective

Date”).

4.2 Term

a. Unless earlier terminated in accordance with this Agreement, the initial term of this

Agreement shall be one (1) year commencing on the Effective Date.

b. The Contractor shall not commence performance of the Services prior to the Effective

Date unless expressly authorized in writing by the City.

4.3 RENEWAL

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 at the pricing stated in Exhibit B for the applicable renewal term, or at such lower pricing as the Parties may agree in writing. In no event shall renewal pricing exceed the pricing stated in Exhibit B without a written amendment executed in accordance with this Agreement. Any renewal shall be contingent upon:

a. Satisfactory performance by the Contractor, as determined by the City; and

b. The lawful appropriation and availability of funds.

Nothing herein shall be construed to obligate the City to renew this Agreement. If the City does not exercise a renewal option, this Agreement shall expire at the end of the then-current term unless earlier terminated in accordance with this Agreement.

4.4 AVAILABILITY OF FUNDS

a. The City’s performance and obligation to pay under this Agreement are contingent upon the lawful appropriation and availability of funds for this purpose.

b. In the event sufficient appropriated funds are not available to continue performance of this Agreement, the City may terminate this Agreement upon written notice to the

Contractor without penalty or further liability to the City, except for payment for Services properly performed and accepted prior to the effective date of termination.

c. Nothing in this Agreement shall be construed to require the City to appropriate funds in any future fiscal year or to create a pledge of the City’s taxing power.

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ARTICLE V - TERMINATION

5.1 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, regulations, or material security or access requirements applicable to the Services;

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, security, or legitimate interests of the City.

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

City’s interests, the City may, in its sole discretion, provide the Contractor with written notice of the deficiency and an opportunity to cure within the time period specified by the

City. The City’s decision to allow or deny an opportunity to cure shall not constitute a waiver of any rights or remedies.

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 except for Services properly performed and accepted prior to the effective date of termination and shall be entitled to all remedies available at law or in equity.

5.2 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 properly performed and accepted through the effective date of termination.

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

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5.3 EFFECT OF TERMINATION

a. Upon termination of this Agreement for any reason:

1. The Contractor shall immediately cease all Services unless otherwise directed in writing by the City;

2. The Contractor shall take all reasonable steps to minimize costs and protect City property, City-furnished items, and City facilities;

3. The Contractor shall return all keys, access devices, identification badges, and other City property in its possession or in the possession of its personnel;

4. All records, reports, materials, and documents relating to the Services that are required to be delivered to the City under this Agreement shall be delivered to the

City upon request; and

5. Any payment obligations of the City shall be limited as expressly provided in this

Agreement.

b. Termination of this Agreement shall not relieve the Contractor of responsibility for damages resulting from a breach of this Agreement or for obligations that expressly or by their nature survive termination.

5.4 NO WAIVER OF CITY RIGHTS

The City’s exercise or non-exercise of any termination right under this Agreement shall not constitute a waiver of any other rights or remedies available to the City under this Agreement or applicable law.

ARTICLE VI – COMPENSATION AND INVOICING

Authority: § 287.058(1)(a)–(c), F.S.; Part VII of Ch. 218, F.S.

6.1 COMPENSATION

a. The City shall compensate the Contractor for the Services in accordance with the pricing set forth in Exhibit B – Compensation Schedule.

b. The compensation stated in Exhibit B shall constitute full compensation for all labor, supervision, overhead, profit, administration, transportation, and all other costs incurred by the Contractor in performing the Services, except for those items expressly stated in this Agreement to be furnished by the City.

c. The Contractor shall not be entitled to additional or extra compensation of any kind unless expressly approved in writing by the City in accordance with this Agreement.

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6.2 MONTHLY INVOICING

a. The Contractor shall submit one invoice per month, in arrears, for Services properly performed during the applicable billing period.

b. Each invoice shall, at a minimum, include:

1. The Contractor’s legal name and remittance address;

2. The Agreement number;

3. A unique invoice number;

4. The invoice date;

5. The billing period covered by the invoice;

6. A brief description identifying the Services performed under this Agreement; and

7. The amount due for the applicable monthly Services in accordance with Exhibit

B – Compensation Schedule.

c. The Contractor shall submit invoices to the City representative or department designated by the City for receipt and processing of invoices.

6.3 INVOICE DELIVERY

a. Invoices shall be submitted electronically to the following email address, unless otherwise directed in writing by the City: purchasing@mymiltonflorida.com

b. The Contractor’s Invoice shall comply with Section 6.2 of this Agreement.

c. Invoices submitted to any email other than those designated in this Section may be subject to delay in processing and payment.

6.4 PAYMENT

a. The City shall pay undisputed and proper invoices in accordance with applicable Florida law, including Part VII of Chapter 218, Florida Statutes.

b. If the City determines that an invoice is improper, incomplete, or unsupported, the City may reject the invoice in writing and identify the deficiency to be corrected.

c. The Contractor shall correct and resubmit any rejected invoice for further review.

d. Payment by the City shall not constitute acceptance of defective, deficient, nonconforming, or unauthorized Services and shall not waive any rights or remedies available to the City under this Agreement or applicable law.

6.5 NO ADVANCE PAYMENTS

The City shall not be obligated to make advance payments for Services not yet performed.

purchasing@mymiltonflorida.com

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6.6 DISPUTED OR IMPROPER CHARGES

The City may withhold payment of any portion of an invoice that the City, in good faith, disputes or determines does not comply with this Agreement. Payment of any undisputed portion shall not constitute acceptance of disputed Services or a waiver of the City’s rights.

6.7 RECORDS; AUDIT AND INSPECTION

a. The Contractor shall maintain accurate, complete, and current records supporting all amounts billed under this Agreement for a period of at least five (5) years after final payment or termination of this Agreement, whichever occurs later.

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

6.8 TAXES AND REGISTRATION

a. The Contractor shall be solely responsible for the payment of all taxes, fees, permits, and charges imposed upon the Contractor in connection with performance of the Services.

b. The Contractor represents that it is duly authorized to do business in the State of Florida and shall maintain such authorization throughout the term of this Agreement.

c. As a condition precedent to payment, the Contractor shall provide the City with a properly completed IRS Form W-9.

6.9 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. The

City shall provide its tax-exempt certificate upon request.

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ARTICLE VII – INSURANCE, INDEMNIFICATION, AND RISK

ALLOCATION

7.1 INSURANCE REQUIREMENTS

a. The Contractor shall maintain, at its sole cost and expense, the following minimum insurance coverage issued by insurers authorized to do business in the State of Florida and rated no less than A- by A.M. Best, unless otherwise approved in writing by the City:

1. Commercial General Liability (occurrence form)

i. General Aggregate: $1,000,000

ii. Each Occurrence: $1,000,000

iii. Personal & Advertising Injury: $1,000,000

iv. Damage to Rented Premises (Fire Legal Liability): $50,000

2. Commercial Automobile Liability (owned, non-owned, and hired vehicles)

i. Combined Single Limit: $1,000,000 per accident

3. Workers’ Compensation

i. Statutory limits per Chapter 440, Florida Statutes

4. Employer’s Liability

i. Each Accident: $100,000

ii. Disease – Each Employee: $500,000

iii. Disease – Policy Limit: $500,000

b. The City shall be named as an additional insured on all liability policies except Workers'

Compensation and Employer's Liability.

c. All liability insurance shall be primary to, and non-contributory with, any insurance or self-insurance maintained by the City.

d. The Contractor shall provide certificates of insurance and any required endorsements evidencing compliance with this Article prior to commencement of Services and upon request thereafter. The City reserves the right to require copies of applicable policies or endorsements.

7.2 MAINTENANCE OF COVERAGE; NOTICE OF CANCELLATION

a. The Contractor shall maintain the required insurance coverage throughout the term of this

Agreement.

b. Each policy shall provide that the insurer will endeavor to give the City not less than thirty (30) days’ prior written notice of cancellation, non-renewal, or material change, to the extent such notice is available by endorsement or under the policy terms.

c. Failure to maintain the required insurance shall constitute a material breach of this

Agreement.

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7.3 INDEMNIFICATION

To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the City, its officers, officials, employees, and agents from and against any and all third-party claims, demands, actions, losses, liabilities, damages, judgments, costs, and expenses, including reasonable attorneys’ fees and court costs, but only to the extent caused by the negligent acts, errors, or omissions, or willful misconduct of the Contractor, its employees, agents, or subcontractors in the performance of the Services under this Agreement.

This Section shall not be construed to require the Contractor to indemnify or defend the City for the City’s sole negligence or willful misconduct.

7.4 SOVEREIGN IMMUNITY; LIMITATION OF LIABILITY

a. Nothing in this Agreement shall be construed as a waiver of the City’s sovereign immunity or limitations of liability beyond those set forth in § 768.28, Florida Statutes, or other applicable law. The City expressly retains all immunities and defenses provided by law.

b. The Contractor acknowledges that the City does not agree to indemnify or hold harmless the Contractor and that no provision of this Agreement shall be interpreted to impose such an obligation on the City.

7.5 RISK ALLOCATION CONSISTENT WITH SCOPE

The Parties acknowledge that this Agreement is limited to non-professional custodial and janitorial services. Accordingly, the insurance and indemnification requirements herein are intended to allocate risk appropriately for such services and shall not be construed to imply authorization of professional services, construction activities, or any services excluded under

Article III – Express Exclusions and Limitations.

7.6 SURVIVAL

The obligations of the Contractor under this Article VII shall survive expiration or termination of this Agreement to the extent necessary to resolve claims arising from Services performed during the term of this Agreement.

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ARTICLE VIII – CONTRACTOR COMPLIANCE, INTEGRITY,

AND ELIGIBILITY

8.1 PUBLIC ENTITY CRIMES

a. The Contractor certifies that it is not disqualified from public contracting under §

287.133, Florida Statutes, and has not been placed on the convicted vendor list. 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 further reflected in the Public Entity Crime Affidavit or

Certification submitted by the Contractor and incorporated into the Contract Documents.

8.2 SUSPENSION AND DEBARMENT

The Contractor certifies that neither it nor its principals are presently suspended, debarred, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public contracting or procurement by any federal or state governmental authority having jurisdiction over such contracts. The Contractor shall immediately notify the City in writing if it or any of its principals becomes suspended, debarred, or otherwise ineligible during the term of this

Agreement.

8.3 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 further reflected in the Non-Collusion Affidavit submitted by the

Contractor and incorporated into the Contract Documents.

8.4 CONFLICT-OF-INTEREST

a. The Contractor certifies that it has no actual or apparent conflict of interest under applicable law, including Part III of Chapter 112, Florida Statutes, 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 actual or potential 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.

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c. These obligations are further reflected in the Conflict-of-Interest Disclosure and

Certification submitted by the Contractor and incorporated into the Contract Documents.

8.5 SCRUTINIZED COMPANIES / BOYCOTT OF ISRAEL

a. To the extent applicable under § 287.135, Florida Statutes, the Contractor certifies that it is not ineligible to contract with the City on account of being a scrutinized company or other prohibited entity, including placement on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy

Sector List, or the Scrutinized Companies or Other Entities that Boycott Israel List, and that it is not engaged in a boycott of Israel as prohibited by applicable law.

b. The Contractor shall immediately notify the City in writing if its status changes during the term of this Agreement in a manner that affects its eligibility under § 287.135, Florida

Statutes.

c. These obligations are further reflected in the Scrutinized Companies Certification submitted by the Contractor and incorporated into the Contract Documents.

8.6 GENERAL COMPLIANCE WITH LAWS

a. The Contractor shall comply with all applicable federal, state, and local laws, ordinances, codes, rules, and regulations applicable to the performance of the Services under this

Agreement.

b. Compliance with applicable laws shall not relieve the Contractor of its independent responsibility to perform the Services safely, properly, and in accordance with the terms and conditions of this Agreement. Failure to comply with applicable law shall constitute a material breach of this Agreement.

c. The Contractor shall ensure that all approved subcontractors comply with applicable laws to the extent required for the performance of their respective services.

8.7 NONDISCRIMINATION

The Contractor shall not discriminate against any employee or applicant for employment, or in the performance of the Services, on the basis of race, color, religion, sex, national origin, age, disability, or any other classification protected by law. The Contractor shall comply with all applicable nondiscrimination and equal employment opportunity laws.

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8.8 E-VERIFY COMPLIANCE

a. The Contractor shall comply with § 448.095, Florida Statutes, including by registering with and using the E-Verify system to verify the work authorization status of all newly hired employees of the Contractor, and shall require each subcontractor performing

Services under this Agreement to do the same, as required by law.

b. If the Contractor enters into a subcontract with a subcontractor, the subcontractor shall provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of this Agreement.

c. Upon request by the City, the Contractor shall provide written certification or other documentation reasonably requested by the City to demonstrate compliance with §

448.095, Florida Statutes.

d. Failure by the Contractor or any subcontractor to comply with this Section shall constitute a material breach of this Agreement and may result in termination or other remedies available under this Agreement or applicable law.

8.9 DRUG-FREE WORKPLACE

The Contractor certifies that it maintains a drug-free workplace and shall comply with all applicable drug-free workplace requirements under Florida law. The Contractor acknowledges that this certification may be used by the City for purposes of bid evaluation or preference, where applicable.

8.10 LICENSES, PERMITS, AND AUTHORIZATIONS

The Contractor shall, at its sole cost and expense, obtain and maintain all licenses, registrations, permits, approvals, and authorizations required to perform the Services, including authorization to do business in the State of Florida.

8.11 ETHICS AND GIFTS

The Contractor shall comply with all applicable Florida ethics laws, including Part III of Chapter

112, Florida Statutes. The Contractor shall not offer, give, or agree to give any gift or item of value to any City officer or employee in violation of applicable law.

8.12 INCIDENT REPORTING AND DAMAGE

The Contractor shall immediately notify the City of any accident, injury, spill, environmental release, security incident, or property damage arising out of or related to the performance of the

Services. The Contractor shall take all reasonable steps to mitigate harm and shall be responsible, at its sole cost and expense, for damage caused by the Contractor, its employees, agents, or subcontractors, to the extent provided by law and this Agreement.

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8.13 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 terms.

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, suspension, debarment, or loss of eligibility under this Article shall constitute a material breach of this Agreement and shall entitle the City to exercise any remedies available under this Agreement or applicable law, including termination for cause, without penalty to the City.

ARTICLE IX – CONTRACTOR PERSONNEL, SCREENING,

AND FACILITY ACCESS

9.1 PERSONNEL SCREENING AND FACILITY ACCESS

a. CJIS Compliance and Background Check Requirement

The Contractor acknowledges that performance of the Services requires access to City

Hall, the Milton Police Department, and other City facilities containing secure, restricted, or sensitive areas. The Contractor shall comply with the Federal Bureau of Investigation's

Criminal Justice Information Services (CJIS) Security Policy for all personnel assigned to perform Services. Prior to assignment, all Contractor personnel, including temporary or sub-contracted staff, shall submit to and successfully pass a background check including:

1. Statewide criminal history check;

2. National fingerprint-based criminal history check via the FBI;

3. Check of the National Sex Offender Public Website; and

4. Verification of identity.

b. Suitability Determination and Clean Record Requirement

All personnel must receive a favorable suitability determination from the Milton Police

Department prior to entering any City facility or performing Services. Personnel must have a clean criminal record for the preceding ten (10) years (no felony or misdemeanor convictions within the ten years immediately preceding assignment). No personnel shall be permitted to perform Services or enter facilities unless and until all background checks are successfully completed and written suitability approval is received from the Milton

Police Department.

c. Disqualifying Criteria and Milton Police Department Discretion

The Contractor shall not assign any personnel who:

1. Have been convicted of any felony or misdemeanor within the preceding ten (10) years;

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2. Are currently listed on any sex offender registry;

3. Fail to receive a favorable suitability determination; or

4. Otherwise pose a risk to City facilities, personnel, or property, as determined by the City or Milton Police Department in their sole discretion.

The Milton Police Department may apply additional disqualifying criteria based on the nature of the offense, proximity to law enforcement operations, or FBI

CJIS Security Policy requirements, and reserves the right to deny or revoke suitability determinations at any time, with or without cause.

d. Submission Requirements and Timing

Background check requests shall be submitted to the City's designated representative at least fifteen (15) business days prior to proposed assignment. The Contractor shall provide all information necessary to process checks, including full legal name, date of birth, social security number, addresses, fingerprints (via live scan or fingerprint cards as directed), and any other information required by the Milton Police Department, FBI, or

FDLE.

e. Record-Keeping and Personnel Lists

The Contractor shall maintain records of all background check results and suitability determinations and provide copies to the City within five (5) business days of request.

The Contractor shall provide and update a current personnel list within two (2) business days of any assignment change.

f. Ongoing Eligibility and Immediate Removal

The Contractor shall ensure all personnel remain eligible throughout the Agreement term and immediately remove any personnel who:

1. Fail to maintain suitability determination;

2. Are convicted of any criminal offense during assignment;

3. Are added to any sex offender registry;

4. Are requested to be removed by the City or Milton Police Department; or

5. Otherwise lose eligibility.

The City and Milton Police Department reserve the right to deny or revoke facility access for any personnel at any time, with or without cause. The Contractor shall comply immediately upon notice. Removal shall not relieve the Contractor's performance obligations.

g. Cost Allocation

The City shall pay actual costs of background checks required by subsection (a) (criminal history, FBI fingerprint-based checks, and sex offender registry checks) upon submission of complete and accurate documentation. The Contractor shall be responsible for:

1. Re-processing costs due to incomplete, inaccurate, or untimely information; and

2. All personnel time and administrative costs.

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h. No Excuse for Delays

Any delay arising from background check processing, suitability determination processing, incomplete or inaccurate information, or personnel disqualification shall not excuse timely performance or entitle the Contractor to additional compensation, time, or adjustment. The Contractor shall plan and submit requests sufficiently in advance to ensure qualified personnel with favorable determinations are available as required.

i. CJIS Security Policy Compliance

The Contractor shall ensure all personnel comply with FBI CJIS Security Policy requirements throughout the Agreement term, including:

1. Required CJIS security awareness training;

2. Access control and facility security requirements;

3. Information security protocols;

4. Security incident reporting; and

5. Any other requirements imposed by the FBI, FDLE, or Milton Police Department.

The Milton Police Department shall determine required training and compliance measures based on assigned duties and facility access.

9.2 REMOVAL AND REPLACEMENT OF PERSONNEL

a. The City may deny access to, or require the removal and replacement of, any Contractor personnel who fail to satisfy applicable screening, identification, conduct, or access requirements, or whose continued access the City determines is inconsistent with facility security, operational needs, or the City's legitimate interests. The City shall not be required to provide specific reasons for any such denial or removal request.

b. The Contractor shall promptly remove and replace any such personnel at no additional cost to the City and without disruption to the performance of the Services.

c. Removal of any Contractor personnel from a City facility shall not excuse the

Contractor’s timely performance of the Services.

9.3 COMPLIANCE WITH SECURITY REQUIREMENTS

a. The Contractor shall comply and shall cause its personnel and approved subcontractors to comply, with all City security procedures, key-control procedures, identification requirements, facility-access restrictions, and other security directives applicable to the facilities where the Services are performed.

b. The Contractor shall immediately report to the City any lost key, access card, identification badge, security credential, unauthorized entry, security breach, or other incident affecting facility security or controlled access.

c. Upon expiration or termination of this Agreement, or upon request by the City, the

Contractor shall immediately return all keys, access cards, identification badges, and other City-issued access devices in the possession or control of the Contractor or its personnel.

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9.4 PERSONNEL RESPONSIBILITY

a. The Contractor shall be solely responsible for the selection, supervision, direction, scheduling, and compensation of all personnel performing Services under this

Agreement. All personnel shall be competent, properly trained, and qualified to perform the Services authorized herein.

b. The City reserves the right to require the removal or replacement of any Contractor personnel or subcontractor personnel who, in the City’s reasonable judgment, fail to perform the Services in a satisfactory manner or whose conduct, qualifications, or access status are inconsistent with the requirements of this Agreement, City facility rules, or operational needs.

9.5 NO EMPLOYMENT RELATIONSHIP

Nothing in this Agreement shall be construed to create an employment relationship between the

City and the Contractor or between the City and any employee, agent, or subcontractor of the

Contractor. The Contractor and its personnel shall not be entitled to any salary, benefits, retirement, leave, insurance, or other compensation or benefit provided by the City to its employees.

9.6 RESPONSIBILITY FOR ACTS AND OMISSIONS

The Contractor shall be responsible for all acts and omissions of its employees, agents, and subcontractors in the performance of the Services under this Agreement to the same extent as if such acts or omissions were performed by the Contractor directly.

9.7 REPRESENTATIONS AND WARRANTIES

a. The Contractor represents, warrants, and covenants that:

1. It has the capability, resources, and qualified personnel to perform the Services in compliance with all personnel screening and eligibility requirements of this

Article IX;

2. It has reviewed and understands all requirements and is capable of complying throughout the Agreement term;

3. All information provided in connection with background checks and eligibility determinations will be complete, accurate, and truthful; and

4. It will maintain sufficient qualified personnel to perform Services without interruption notwithstanding any disqualifications, removals, or processing delays.

b. These representations and warranties are material to the City's decision to enter this

Agreement, are continuing obligations, and any breach shall constitute a material breach entitling the City to all available remedies.

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ARTICLE X – ASSIGNMENT AND SUBCONTRACTING

10.1ASSIGNMENT

The Contractor shall not assign, transfer, convey, delegate, or otherwise dispose of this

Agreement, in whole or in part, without the prior written consent of the City, which may be granted or withheld in the City’s sole discretion. Any attempted assignment without such consent shall be void as against the City and shall constitute a material breach of this Agreement.

10.2 SUBCONTRACTING

a. The Contractor shall not subcontract, sublet, or otherwise delegate performance of any material portion of the Services without the prior written consent of the City, which may be granted or withheld…