ITB-2026-04__Pine_Straw_Supply_Delivery_and_Installation_Services_-_Agreement.pdf

City of Milton

PINE STRAW SUPPLY, DELIVERY, AND INSTALLATION SERVICES

AGREEEMENT

Contract No.: PW-PS-2026-01

Contents

RECITALS

ARTICLE I – DEFINITIONS AND INTERPRETATION

1.1 Incorporation of Preamble and Recitals

1.2 Defined Terms

1.3 Rules of Interpretation

ARTICLE II – SCOPE OF SERVICES

2.1 General Description of Services

2.2 Work Authorization Required

2.3 Material Delivery Requirements

2.4 Standard of Performance

2.5 Inspection; Non-Conforming Services

2.6 City Oversight and Direction

2.7 No Change in Scope Without Written Amendment

2.8 Work Hours

2.9 On-Site Supervision

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 No Agency, Partnership, or Fiduciary Relationship

ARTICLE IV – TERM AND RENEWAL

4.1 Effective Date

4.2 Initial Term

4.3 Renewal

4.4 Extensions

4.5 Funding Contingency

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

5.5 Non-Appropriation

ARTICLE VI – ORDER OF PRECEDENCE

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6.1 Order of Precedence

6.2 No Implied Modification

ARTICLE VII – COMPENSATION, INVOICING, AND APPLICATION FOR PAYMENT ... 12

7.1 Compensation – Authorized Work Only

7.2 Application for Payment

7.3 No Advance Payments

7.4 Disputed or Improper Charges

7.5 No Obligation to Order Services

7.6 Taxes and Registration

7.7 Sales Tax Exemption

7.8 Audit and Record Retention

7.9 No Waiver by Payment

ARTICLE VIII – INSURANCE AND INDEMNIFICATION

8.1 Insurance Requirements

8.2 Evidence of Insurance and Notice of Cancellation

8.3 Waiver of Subrogation

8.4 Indemnification

8.5 Sovereign Immunity

8.6 Survival

ARTICLE IX – CONTRACTOR INTEGRITY AND ELIGIBILITY

9.1 Public Entity Crimes

9.2 Suspension and Debarment

9.3 Non-Collusion

9.4 Conflicts of Interest

9.5 Scrutinized Companies

9.6 Drug-Free Workplace

9.7 Anti-Human Trafficking

9.8 Ethics and Gifts

9.9 Continuing Certification and Remedies

ARTICLE X – COMPLIANCE WITH LAWS

10.1 General Compliance With Laws

10.2 Nondiscrimination

10.3 Licenses and Permits

10.4 Traffic Control

10.5 Employment Eligibility and Immigration Compliance

10.6 E-Verify Compliance

10.7 No Contingent Fees

10.8 Incident Reporting and Damage

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10.9 Public Records Compliance and Retention

ARTICLE XI – ASSIGNMENT, SUBCONTRACTING, AND PERSONNEL

11.1 Assignment

11.2 Successor and Permitted Assigns

11.3 Subcontracting

11.4 No Release of Responsibility

11.5 Personnel

11.6 No Employment Relationship

11.7 Responsibility for Acts and Omissions

ARTICLE XII – Notice and Communication

12.1 Method of Notice

12.2 Effective Date of Notice

12.3 Notice Addresses

12.4 City’s Designated Representative

ARTICLE XIII – DEFAULT AND REMEDIES

13.1 Default

13.2 City Remedies

13.3 Time is of the Essence

13.4 Governing Law and Venue

13.5 No Arbitration or Mandatory Mediation

13.6 Waiver of Jury Trial

13.7 Attorneys’ Fees

13.8 No Waiver of Sovereign Immunity

ARTICLE XIV – MISCELLANEOUS

14.1 Entire Agreement

14.2 No Waiver

14.3 Severability

14.4 Force Majeure

14.5 Amendments and Modifications

14.6 Counterparts and Electronic Signatures

14.7 Headings

14.8 Public Procurement Compliance

14.9 Role of Solicitation Documents and Contractor’s Bid

14.10 Work Product

14.11 Authority to Execute

AGREEEMENT

Contract No.: PW-PS-2026-01

This Pine Straw Supply, Delivery, and Installation 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"). 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. 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 pine straw supply, delivery, and installation services of a routine, operational, and non-professional nature, and is not intended to procure professional services as defined in § 287.055, F.S., nor construction or public works services governed by Ch. 255, F.S.

This Agreement shall be funded by legally available City funds.

RECITALS

WHEREAS, the City requires pine straw supply, delivery, and installation services for the maintenance of City-owned and City-maintained property, public rights-of-way, highway corridors, medians, and easements, for purposes of erosion control, vegetation management, and general area maintenance; and

WHEREAS, the City desires to engage a contractor to supply, deliver, and install pine straw on an as-needed basis at City-designated locations in accordance with the terms set forth herein; and

WHEREAS, the Parties expressly acknowledge that this Agreement does not procure professional services subject to § 287.055, F.S., nor construction or public works services governed by Ch. 255, F.S., and that all services authorized herein are ministerial, manual, and operational in nature;

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

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Contract No.: PW-PS-2026-01

ARTICLE I – DEFINITIONS AND INTERPRETATION

1.1 INCORPORATION OF PREAMBLE AND RECITALS

The Preamble and Recitals are incorporated into this Agreement by reference. Terms defined in the Preamble, including "Agreement," "City," "Contractor," "Effective Date," "Party," and

"Parties," retain the meanings assigned there.

1.2 DEFINED TERMS

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

a. “Agreement” means this Pine Straw Supply, Delivery, and Installation Services Agreement, including all Exhibits and other documents expressly incorporated herein.

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

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

d. “Services” means the supply, delivery, and installation of pine straw and related ground cover materials as specifically described in Exhibit A – Scope of Work, authorized in writing by the City in accordance with this Agreement.

e. “Work” means the complete performance of all obligations required under this Agreement, including the supply of Materials, delivery to City-Designated Locations, and installation in accordance with Exhibit A and all applicable Contract Documents.

f. “Material” means the pine straw and related ground cover products to be supplied by the

Contractor under this Agreement, meeting the specifications set forth in Exhibit A – Scope of

Work.

g. “Contract Documents” means this Agreement and all documents expressly incorporated herein, including Exhibit A – Scope of Work, Exhibit B – Compensation and Rate Schedule, Exhibit C – Application for Payment and Invoice Requirements, the Solicitation Documents, and the Contractor's bid documents to the extent expressly accepted by the City. In the event of any conflict among the Contract Documents, the Order of Precedence established in

Article VI shall govern.

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.

i. “Exhibits” means the documents expressly identified and incorporated into this Agreement as Contract Documents, limited to Exhibit A – Scope of Work, Exhibit B – Compensation and Rate Schedule, and Exhibit C – Application for Payment and Invoice Requirements. No document shall be treated as an Exhibit unless expressly identified as such herein or by written amendment executed by both Parties.

j. “Work Authorization” means a written directive issued by the City's designated representative authorizing the Contractor to perform a specific scope of Services, which may take the form of a purchase order, work order, or written email directive issued in accordance

AGREEEMENT

Contract No.: PW-PS-2026-01 with this Agreement. No Services shall be performed and no costs shall be incurred absent a valid Work Authorization.

k. “City-Designated Location” means any City-owned or City-maintained property, public right-of-way, highway corridor, median, easement, or other area expressly identified by the

City in a Work Authorization as an authorized location for the performance of Services.

l. “Proper Invoice” means an Application for Payment submitted by the Contractor that meets the minimum content requirements of § 218.72(8), F.S., and satisfies all requirements of

Exhibit C – Application for Payment and Invoice Requirements.

1.3 RULES OF INTERPRETATION

No provision of this Agreement shall be construed to authorize Services, compensation, or obligations beyond those expressly stated herein. Scope shall not be expanded by implication, course of performance, prior dealings, verbal direction, or informal communication.

ARTICLE II – SCOPE OF SERVICES

2.1 GENERAL DESCRIPTION OF SERVICES

a. The Contractor shall furnish all labor, supervision, equipment, vehicles, tools, and Materials necessary to supply, deliver, and install pine straw and related ground cover materials at

City-Designated Locations, on an as-needed basis, in accordance with this Agreement and the specifications set forth in Exhibit A – Scope of Work.

b. Services are limited to the supply, delivery, and installation of Materials as authorized in writing by the City. Services shall not include professional services as defined in § 287.055, F.S., or construction or public works activities governed by Ch. 255, F.S., as further addressed in Article III.

c. This 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, volume, or frequency of Work.

2.2 WORK AUTHORIZATION REQUIRED

a. No Services shall be performed, and no costs shall be incurred unless and until the City issues a valid Work Authorization to the Contractor. A Work Authorization may be transmitted electronically, including by email, provided it is issued by the City's designated representative as stated in Section 12.4.

b. Each Work Authorization shall identify the authorized scope of Services, the applicable City-

Designated Location(s), the performance period, and the applicable compensation basis consistent with Exhibit B – Compensation and Rate Schedule.

c. The Contractor shall not perform Services or incur costs beyond the scope, location, period, or amount authorized in the applicable Work Authorization. Verbal directions, informal

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Contract No.: PW-PS-2026-01 communications, prior course of dealing, or continued performance shall not constitute authorization to perform Services.

d. Work performed without a valid Work Authorization is performed at the Contractor's sole risk and expense and shall not be compensable.

2.3 MATERIAL DELIVERY REQUIREMENTS

a. All Materials delivered under this Agreement shall conform to the specifications set forth in

Exhibit A. The Contractor shall deliver Materials only to City-Designated Locations identified in the applicable Work Authorization.

b. The City reserves the right to inspect and reject any Materials that do not conform to the specifications in Exhibit A prior to or following installation. Non-conforming Materials shall be removed and replaced by the Contractor at no additional cost to the City.

c. Delivery of Materials to a City-Designated Location does not constitute acceptance by the

City. Acceptance shall occur only upon the City's written confirmation that the Materials and installation conform to the requirements of this Agreement.

2.4 STANDARD OF PERFORMANCE

a. The Contractor shall perform all Services in a safe, workmanlike manner consistent with industry standards applicable to ground cover supply and installation services. The

Contractor shall be solely responsible for the means, methods, techniques, and safety of its operations.

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

2.5 INSPECTION; NON-CONFORMING SERVICES

a. The City may inspect the Services at any time before, during, or after performance to determine compliance with this Agreement. City inspection or lack of inspection shall not relieve the Contractor of its responsibility to perform in full compliance with this Agreement.

b. If the City determines that any Services or Materials do not conform to the requirements of this Agreement, the City may require the Contractor to correct or re-perform such Services, or remove and replace non-conforming Materials, within the time specified by the City and at no additional cost to the City.

c. The City may withhold payment for non-conforming Services or Materials until correction is completed to the City's satisfaction.

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Contract No.: PW-PS-2026-01

2.6 CITY OVERSIGHT AND DIRECTION

a. All Services are subject to the oversight and direction of the City's designated representative.

The Contractor shall have no authority to bind the City, make decisions on behalf of the City, or substitute its judgment for that of the City in matters reserved to the City under this

Agreement.

b. City review or observation of the Services shall not relieve the Contractor of its sole responsibility for the proper, safe, and lawful performance of the Services.

2.7 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 approved and executed by the City in accordance with applicable law and the City's Purchasing Policy 9.0.

2.8 WORK HOURS

a. All Services shall be performed during normal business hours, Monday through Friday, 6:00 a.m. to 6:00 p.m., excluding City-recognized holidays, unless otherwise authorized in writing by the City's designated representative in accordance with Section 12.4 of this Agreement.

b. The Contractor shall not perform Services outside of normal business hours without prior written authorization from the City's designated representative. Work performed outside authorized hours is performed at the Contractor's sole risk and expense and shall not be compensable unless expressly authorized in writing by the City prior to commencement.

c. The City may authorize Services to be performed outside normal business hours when operational needs or public safety requirements warrant such work. Any such authorization shall be issued in writing by the City's designated representative and shall identify the specific Services authorized, the location, and the authorized time period.

2.9 ON-SITE SUPERVISION

The Contractor shall assign a qualified on-site supervisor for all field operations performed under each Work Authorization. The on-site supervisor shall be present at the City-Designated

Location throughout the performance of the Work Authorization, shall be authorized to act on behalf of the Contractor, and shall be capable of receiving and acting upon directions from the

City's designated representative. Prior to commencement of any Work Authorization, the

Contractor shall provide the City's designated representative with the name, title, and direct contact information of the assigned supervisor. The Contractor shall immediately notify the

City's designated representative in writing if the assigned supervisor changes during performance of a Work Authorization.

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Contract No.: PW-PS-2026-01

ARTICLE III – EXPRESS EXCLUSIONS AND LIMITATIONS

3.1 PROFESSIONAL SERVICES PROHIBITED

This Agreement is strictly limited to non-professional, routine operational services. Nothing in this Agreement authorizes the performance of professional services as defined in § 287.055, F.S.

Any services constituting professional services under § 287.055, F.S. 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, or demolition of public buildings or public works as contemplated under Ch. 255, F.S. Any work subject to Ch. 255, F.S. is expressly excluded and shall be procured under a separate construction contract.

3.3 NO DELEGATION OF GOVERNMENTAL AUTHORITY

Nothing in this Agreement shall be construed to delegate to the Contractor any governmental, discretionary, or decision-making authority of the City. The Contractor shall perform Services only at the direction of and subject to oversight by the City.

3.4 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, employment, or fiduciary relationship between the City and the Contractor.

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"). No Services are authorized prior to the Effective Date or prior to the issuance of a valid

Work Authorization.

4.2 INITIAL TERM

This Agreement shall remain in full force and effect for an initial term of one (1) year from the

Effective Date, unless earlier terminated in accordance with Article V.

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Contract No.: PW-PS-2026-01

4.3 RENEWAL

a. 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, for a maximum total contract duration of four (4) years including the initial term.

b. Any renewal is subject to the continued availability of funds, satisfactory performance by the

Contractor, and mutual agreement on any revised pricing expressly approved by the City in writing. Unless otherwise agreed in writing, all terms and conditions of this Agreement shall remain unchanged during any renewal term.

c. Nothing in this Agreement shall be construed as obligating the City to renew. If the Parties do not mutually agree to renewal terms prior to expiration, this Agreement shall expire at the end of the then-current term.

4.4 EXTENSIONS

The City may, in its sole discretion, extend this Agreement up to two (2) times for a period not to exceed a combined total of twenty-four (24) months, subject to the same terms and conditions in effect at the time of extension, including the compensation rates set forth in Exhibit B.

Extensions shall not modify, expand, or alter any term or condition of this Agreement and shall not be used in lieu of a properly procured renewal or new solicitation.

4.5 FUNDING CONTINGENCY

The City's obligations under this Agreement are contingent upon the annual appropriation of funds by the City's governing body. In the event sufficient funds are not appropriated or otherwise made available, the City may terminate this Agreement in accordance with Article V without penalty or further obligation.

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 fails to perform the Services in accordance with this

Agreement, fails to comply with applicable laws, breaches any material term or condition of this Agreement, becomes insolvent or files for bankruptcy, or engages in conduct that materially and adversely affects the health, safety, or welfare of the public or the City's legitimate interests.

b. Where practicable, the City may provide the Contractor written notice of the deficiency and a reasonable opportunity to cure within a 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.

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c. Upon termination for cause, the City may withhold further payments 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.

b. In the event of termination for convenience, the Contractor shall be entitled to payment only for Services expressly authorized in writing and satisfactorily performed through the effective date of termination, in accordance with Article VII. The Contractor shall not be entitled to anticipated profits, unperformed work, consequential damages, lost opportunity costs, or any costs incurred after the effective date of termination.

5.3 EFFECT OF TERMINATION

Upon termination for any reason, the Contractor shall immediately cease all Services unless otherwise directed in writing by the City, shall take all reasonable steps to minimize costs and protect City property, and shall deliver to the City all materials, records, and work product related to the Services upon request. Termination shall not relieve the Contractor of obligations that by their nature survive termination, including indemnification, public records compliance, and record retention.

5.4 NO WAIVER OF CITY RIGHTS

The City's exercise or non-exercise of any termination right under this Agreement, including any decision to allow or deny an opportunity to cure, to accept partial performance, or to delay action on a known default, shall not constitute a waiver of the City's right to subsequently exercise any termination right or any other right or remedy available under this Agreement or applicable law.

5.5 NON-APPROPRIATION

Termination resulting from non-appropriation of funds shall be governed exclusively by Section

4.5 of this Agreement and shall not constitute a breach or default by the City.

ARTICLE VI – ORDER OF PRECEDENCE

6.1 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;

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b. Written amendments to this Agreement executed by authorized representatives of both

Parties in accordance with this Agreement;

c. Exhibits A, B, and C to this Agreement, to the extent expressly incorporated and applicable to the Services authorized by the City;

d. The City's Invitation to Bid and all addenda thereto, incorporated solely for the limited purposes stated in Article XIV of this Agreement; and

e. The Contractor's Bid Proposal, incorporated solely to the extent expressly accepted by the

City and not in conflict with this Agreement.

6.2 NO IMPLIED MODIFICATION

No document – including any exhibit, invoice, purchase order, proposal, quote, correspondence, field directive, or other referenced material – shall modify, amend, or supersede this Agreement unless expressly identified as a written amendment and executed by both Parties in accordance with this Agreement. Exhibits shall not be interpreted to expand the scope of Services, increase the City's financial obligation, waive City rights, or alter risk allocation beyond what is expressly stated in this Agreement.

ARTICLE VII – COMPENSATION, INVOICING, AND

APPLICATION FOR PAYMENT

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

7.1 COMPENSATION – AUTHORIZED WORK ONLY

a. The City shall compensate the Contractor only for Work that is expressly authorized by a valid Work Authorization, satisfactorily performed in accordance with this Agreement, and accepted by the City. Compensation shall be based solely on the unit prices and rates set forth in Exhibit B – Compensation and Rate Schedule.

b. Compensation for authorized Work shall be paid in accordance with the applicable Line Item in Exhibit B, as follows:

1. Line Item 1 – Pine Straw Furnished and Delivered – Unit Price. The Line Item 1 unit price per roll is all-inclusive for the delivery scope and shall be deemed to include, without limitation:

i. The cost of Materials meeting the requirements of Exhibit A;

ii. Transportation and delivery of Materials to the City-Designated Location identified in the applicable Work Authorization; and

iii. Unloading and staging of rolls at the City-Designated Location.

2. Line Item 2 – Pine Straw Furnished, Delivered, and Installed – Unit Price. The Line

Item 2 unit price per roll is all-inclusive for the complete scope and shall be deemed to include, without limitation:

i. All components of Line Item 1;

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ii. Installation, including spreading to the minimum coverage depth specified in

Exhibit A or the applicable Work Authorization;

iii. Site cleanup, including removal of all packaging, bindings, and debris; and

iv. All labor, supervision, equipment, vehicles, tools, mobilization, demobilization, and incidentals necessary to complete the authorized Work.

c. No additional compensation shall be due for transportation, fuel, delivery fees, travel time, standby time, fuel surcharges, equipment fees, hand work, minor redistribution, cleanup, or any other cost associated with the applicable scope of Work under Line Item 1 or Line Item

2, unless expressly stated otherwise in this Agreement or Exhibit B.

d. Payment shall not be due for Work performed without a valid Work Authorization, for

Materials that do not conform to Exhibit A, or for Work performed outside the authorized scope. Any such Work is performed at the Contractor’s sole risk and expense and shall not be compensable.

7.2 APPLICATION FOR PAYMENT

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

Application for Payment and Invoice Requirements, which is incorporated herein by reference and made a material term of this Agreement.

b. Each Application for Payment must include all information, documentation, and certifications required by Exhibit C and must otherwise conform to the requirements of

Chapter 218, Part VII, Florida Statutes, in order to constitute a Proper Invoice.

c. An Application for Payment that does not conform to the requirements of this Agreement and

Exhibit C shall not constitute a Proper Invoice and shall not trigger statutory payment timelines under Chapter 218, Part VII, Florida Statutes. The City shall notify the Contractor in writing of any deficiencies in accordance with Chapter 218, Part VII, Florida Statutes, and the Contractor shall correct and resubmit the Application for Payment for further review.

d. Payment by the City shall be made in accordance with Ch. 218, Part VII, F.S., within the statutory timeframes applicable to proper, undisputed invoices.

7.3 NO ADVANCE PAYMENTS

Advance payments are expressly prohibited. The City shall not make payment for Materials not yet delivered, Work not yet performed, or costs not yet incurred.

7.4 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 C. Payment of any undisputed portion shall not constitute acceptance of disputed Work or Materials, or a waiver of any City rights or remedies.

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Contract No.: PW-PS-2026-01

7.5 NO OBLIGATION TO ORDER SERVICES

The City makes no representation or guarantee that any Work will be ordered under this

Agreement. The City's obligation is limited solely to payment for Work actually authorized by a valid Work Authorization, satisfactorily performed, properly invoiced, and accepted by the City.

7.6 TAXES AND REGISTRATION

The Contractor shall be solely responsible for all taxes, fees, and charges imposed by any governmental authority in connection with the performance of the Work. As a condition precedent to payment, the Contractor shall provide the City with a properly completed Internal

Revenue Service Form W-9 prior to the submission of any Application for Payment.

7.7 SALES TAX EXEMPTION

The City is exempt from the payment of Florida sales and use taxes. The Contractor shall not include sales tax on any Application for Payment submitted under this Agreement. Any taxes imposed on the Contractor's operations or income are the sole responsibility of the Contractor.

7.8 AUDIT AND RECORD RETENTION

The Contractor shall maintain accurate and complete records supporting all amounts billed under this Agreement, including documentation required by Exhibit C, for a minimum of five (5) years after final payment and Agreement closeout, or for such longer period as may be required by applicable law or audit requirements. The City, its auditors, and any entity authorized by law shall have the right to inspect, audit, and copy such records upon reasonable notice during normal business hours.

7.9 NO WAIVER BY PAYMENT

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

ARTICLE VIII – INSURANCE AND INDEMNIFICATION

Authority: § 768.28, F.S.; Ch. 440, F.S.

8.1 INSURANCE REQUIREMENTS

a. The Contractor shall procure and maintain, at its sole cost and expense, the types and minimum amounts of insurance set forth in the City's Invitation to Bid, incorporated herein by reference for this limited purpose, issued by insurers authorized to do business in the State of Florida and rated no less than A- VII by A.M. Best.

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b. At a minimum, required coverages shall include Commercial General Liability, Automobile

Liability, and Workers' Compensation and Employer's Liability in amounts sufficient to cover the risks associated with the Work performed under this Agreement. No professional liability or builder's risk coverage is required under this Agreement.

c. All required insurance shall be primary and non-contributory with respect to any insurance or self-insurance maintained by the City. The City shall be named as an Additional Insured on the Contractor's Commercial General Liability and Automobile Liability policies for claims arising out of the performance of the Work under this Agreement.

8.2 EVIDENCE OF INSURANCE AND NOTICE OF CANCELLATION

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

Agreement and any applicable close-out period following the completion of the last authorized Work Authorization.

b. Prior to commencing any Services, the Contractor shall furnish the City with certificates of insurance evidencing compliance with Section 8.1. Certificates shall identify this Agreement and reflect all required coverages, limits, and Additional Insured status.

c. The Contractor shall provide the City with at least thirty (30) days' prior written notice of cancellation, nonrenewal, or material change in any required coverage, except that ten (10) days' notice shall apply for cancellation due to nonpayment of premium.

d. Failure to obtain or maintain required insurance coverage throughout the term of this

Agreement shall constitute a material breach of this Agreement and may result in suspension of Work or termination for cause pursuant to Article V.

8.3 WAIVER OF SUBROGATION

To the extent permitted by law, the Contractor shall require its insurers to waive all rights of subrogation against the City for claims arising out of or related to the performance of the Work under this Agreement.

8.4 INDEMNIFICATION

a. To the fullest extent permitted by law, the Contractor shall indemnify 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, to the extent caused by the negligent acts, errors, omissions, or willful misconduct of the Contractor, its employees, agents, or approved subcontractors in the performance of the Work under this Agreement.

b. The Contractor's indemnification obligation shall not apply to claims arising from the sole negligence or willful misconduct of the City.

c. The indemnification obligations set forth in this Section are independent of and shall not be limited by the insurance requirements of this Article or by the availability or limits of any insurance maintained by the Contractor.

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Contract No.: PW-PS-2026-01

8.5 SOVEREIGN IMMUNITY

Nothing in this Agreement shall be construed as a waiver of the City's sovereign immunity or as an increase in the limits of liability beyond those established in § 768.28, F.S. The City expressly retains all immunities and defenses provided by law. No provision of this Agreement shall be interpreted to require the City to indemnify or hold harmless the Contractor.

8.6 SURVIVAL

The Contractor's obligations under Sections 8.4 and 8.5 shall survive the expiration or termination of this Agreement to the extent necessary to resolve claims arising from Work performed during the term.

ARTICLE IX – CONTRACTOR INTEGRITY AND ELIGIBILITY

Authority: 287.133, 287.135, 215.4725, 215.473, 440.102, 787.06, F.S.; Part III, Ch. 112, F.S.

9.1 PUBLIC ENTITY CRIMES

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. The Contractor acknowledges that this certification is a material representation upon which the City has relied in entering into this Agreement. This certification was affirmed in the Contractor's Bid Proposal submitted in response to the City's Invitation to Bid and is incorporated herein by reference.

9.2 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 by any federal or state governmental authority. 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.

9.3 NON-COLLUSION

The Contractor certifies that this Agreement was not entered into through collusion with any other contractor or entity, and that no attempt has been made to restrain free competitive bidding in connection with the procurement or performance of the Work. This certification was affirmed in the Contractor's Bid Proposal and is incorporated herein by reference.

9.4 CONFLICTS OF INTEREST

a. The Contractor certifies that it has no actual or apparent conflict of interest, as defined under

Part III of Ch. 112, F.S., that would impair its ability to perform the Work in a fair, impartial, and objective manner.

AGREEEMENT

Contract No.: PW-PS-2026-01

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 shall constitute a material breach of this Agreement.

9.5 SCRUTINIZED COMPANIES

The Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to § 215.4725, F.S., is not engaged in a boycott of Israel, is not on the

Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with

Activities in the Iran Petroleum Energy Sector List created pursuant to § 215.473, F.S., and does not have business operations in Cuba or Syria, pursuant to § 287.135, F.S. The Contractor shall immediately notify the City in writing if its status changes during the term of this Agreement.

This certification was affirmed in the Contractor's Bid Proposal and is incorporated herein by reference.

9.6 DRUG-FREE WORKPLACE

The Contractor certifies that it maintains a drug-free workplace in compliance with § 440.102, F.S., and shall maintain such compliance throughout the term of this Agreement. This certification was affirmed in the Contractor's Bid Proposal and is incorporated herein by reference.

9.7 ANTI-HUMAN TRAFFICKING

The Contractor shall comply with all applicable anti-human trafficking laws, including § 787.06, F.S. A violation of § 787.06, F.S. may result in termination of this Agreement for cause pursuant to Article V.

9.8 ETHICS AND GIFTS

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 shall constitute a material breach of this Agreement.

9.9 CONTINUING CERTIFICATION AND REMEDIES

a. All certifications made by the Contractor in this Article are continuing obligations 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 any certification made herein.

AGREEEMENT

Contract No.: PW-PS-2026-01

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 remedies available under this Agreement or applicable law, including termination for cause pursuant to Article V.

ARTICLE X – COMPLIANCE WITH LAWS

Authority: §§ 287.058, 448.095, 316.0745, F.S.; Ch. 760, F.S.

10.1 GENERAL COMPLIANCE WITH LAWS

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

Agreement, including requirements relating to workplace safety, occupational health, environmental protection, and the lawful operation of vehicles and equipment. Failure to comply with applicable law shall constitute a material breach of this Agreement.

10.2 NONDISCRIMINATION

The Contractor shall not discriminate against any employee or applicant for employment, or in the performance of the Work, on the basis of race, color, religion, sex, national origin, age, disability, or any other classification protected by applicable law. The Contractor shall comply with the Florida Civil Rights Act, Ch. 760, F.S., and all applicable federal nondiscrimination laws.

10.3 LICENSES AND PERMITS

a. The Contractor shall obtain and maintain, at its sole cost and expense, all licenses, registrations, permits, and authorizations required by applicable federal, state, and local law to perform the Work, including authorization to do business in the State of Florida and any permits required for work within public rights-of-way.

b. All required licenses and permits shall remain active and in good standing throughout the term of this Agreement. Failure to obtain or maintain required licensure or permits shall constitute a material breach of this Agreement.

10.4 TRAFFIC CONTROL

a. When performing Work within or adjacent to public rights-of-way, highway corridors, medians, or other areas accessible to vehicular or pedestrian traffic, the Contractor shall implement and maintain appropriate traffic control measures sufficient to protect workers, pedestrians, motorists, and adjacent property.

AGREEEMENT

Contract No.: PW-PS-2026-01

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

(MUTCD) as adopted by the Florida Department of Transportation, and with all applicable state and local requirements governing work within public rights-of-way.

c. The Contractor shall be solely responsible for the adequacy, installation, maintenance, and removal of all traffic control measures required for the performance of the Work. City observation or approval of traffic control measures shall not relieve the Contractor of this responsibility.

d. Failure to implement or maintain required traffic control measures shall constitute a material breach of this Agreement and may result in an immediate stop-work directive from the City, suspension of the applicable Work Authorization, or termination for cause pursuant to Article

V.

10.5 EMPLOYMENT ELIGIBILITY AND IMMIGRATION COMPLIANCE

The Contractor shall comply with all applicable federal and state laws governing employment eligibility and verification, including the Immigration Reform and Control Act of 1986 and §

448.095, F.S. Upon request, the Contractor shall provide the City with documentation demonstrating compliance with such requirements. Compliance with § 448.095, F.S. is further addressed in Section 10.6 of this Agreement.

10.6 E-VERIFY COMPLIANCE

a. 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, and shall require any approved subcontractor performing Work under this Agreement to do the same.

b. The Contractor shall ensure that all approved subcontractors performing Work under this

Agreement are in compliance with § 448.095, F.S. Upon request, the Contractor shall provide the City with written certification of compliance for itself and all subcontractors.

c. Failure by the Contractor or any subcontractor to comply with § 448.095, F.S. shall constitute a material breach of this Agreement. The Contractor shall be solely responsible for any fines, penalties, or enforcement actions arising from noncompliance.

10.7 NO CONTINGENT FEES

The Contractor warrants that it has not employed or retained any person or entity to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or established commercial selling agencies maintained by the Contractor for the purpose of securing business.

AGREEEMENT

Contract No.: PW-PS-2026-01

10.8 INCIDENT REPORTING AND DAMAGE

The Contractor shall immediately notify the City's designated representative of any accident, injury, property damage, utility strike, or other incident arising out of or related to the performance of the Work. A written incident report shall be submitted to the City within twenty-four (24) hours of the incident. The Contractor shall be responsible, at its sole cost and expense, for repairing or remediating any damage caused by the Contractor, its employees, agents, or subcontractors in the performance of the Work.

10.9 PUBLIC RECORDS COMPLIANCE AND RETENTION

a. In accordance with § 287.058(1)(c), F.S., this Agreement 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 Work under this

Agreement.

b. The Contractor shall comply with § 119.0701, F.S., and shall keep and maintain all public records required by the City in connection with this Agreement. Upon request, the Contractor shall provide copies of or allow inspection of such records within a reasonable time and at a cost not exceeding the cost provided by law. The Contractor shall promptly forward to the

City any public records request received directly by the Contractor.

c. 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 made or received in connection with this Agreement or shall maintain such records and meet all applicable retention requirements.

All records shall be retained for a minimum of five (5) years after final payment and

Agreement closeout, or such longer period as required by law.

d. Failure to comply with this Section shall constitute a material breach of this Agreement and may result in termination for cause pursuant to Article V.

e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN

OF PUBLIC RECORDS AT:

City of Milton Custodian of Public Records 6738 Dixon Street Milton, Florida 32570 Phone: (850) 983-5408 Email: mturnes@miltonfl.org mailto:mturnes@miltonfl.org

AGREEEMENT

Contract No.: PW-PS-2026-01

ARTICLE XI – ASSIGNMENT, SUBCONTRACTING, AND PERSONNEL

11.1 ASSIGNMENT

The Contractor shall not assign, transfer, convey, or otherwise dispose of this Agreement, in whole or in part, without the City's prior written consent, which may be granted or withheld in the City's sole discretion. Any attempted assignment without such consent shall be null and void and shall constitute a material breach of this Agreement. Any approved assignment shall be expressly conditioned upon the assignee's written agreement to assume and be bound by all applicable terms, conditions, certifications, and compliance obligations of this Agreement. No approved assignment shall be deemed to create a novation or relieve the Contractor of any obligation or liability under this Agreement unless expressly agreed to in writing by the City.

11.2 SUCCESSOR AND PERMITTED ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns, subject to the limitations set forth herein.

11.3 SUBCONTRACTING

a. The Contractor shall not subcontract any portion of the Work without the City's prior written approval. Any approved subcontractor shall be properly licensed, insured, and qualified to perform the assigned work.

b. The Contractor shall include in all subcontracts, at any tier, provisions requiring compliance with all applicable terms, conditions, and obligations of this Agreement, including without limitation compliance with applicable laws and safety requirements, traffic control obligations under Section 10.4, insurance requirements, public records obligations under §

119.0701 F.S., E-Verify compliance under § 448.095 F.S., and contractor integrity and eligibility requirements under Article IX. This list is illustrative and not exhaustive.

c. The Contractor shall remain fully responsible to the City for the performance of the Work and for the acts, omissions, safety, and compliance of all approved subcontractors and lower-tier subcontractors to the same extent as if performed by the Contractor directly. In the event of any dispute regarding the applicability of a requirement to subcontracted work, the City's reasonable determination shall control. Nothing in this Section shall be construed to create any contractual relationship between the City and any subcontractor.

d. Consent to any subcontracting shall not constitute consent to any subsequent subcontracting and shall be conditioned upon the subcontractor's written agreement to assume and be bound by all applicable terms, conditions, certifications, and compliance obligations of this

Agreement.

11.4 NO RELEASE OF RESPONSIBILITY

Approval of any assignment or subcontracting shall not relieve the Contractor of any obligation, duty, or liability under this Agreement unless expressly agreed to in writing by the City.

AGREEEMENT

Contract No.: PW-PS-2026-01

11.5 PERSONNEL

a. The Contractor shall be solely responsible for the selection, supervision, direction, and compensation of all personnel performing Work under this Agreement. All personnel shall be competent, properly trained, and qualified to perform the Work authorized herein.

b. The City reserves the right to require the removal or replacement of any Contractor personnel whose conduct or performance, in the City's reasonable judgment, is inconsistent with the requirements of this Agreement or the City's operational needs. Such removal shall not entitle the Contractor to additional compensation or constitute a basis for a claim against the

City.

11.6 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 benefits provided by the

City to its employees.

11.7 RESPONSIBILITY FOR ACTS AND OMISSIONS

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

ARTICLE XII – NOTICE AND COMMUNICATION

12.1 METHOD OF NOTICE

a. Any formal notice required or permitted under this Agreement shall be in writing and delivered by one or more of the following methods:

1. Hand delivery;

2. Certified U.S. Mail, return receipt requested;

3. Recognized overnight courier service with delivery confirmation; or

4. Email transmission to the addresses designated in Section 12.3, provided the sending

Party retains written evidence of successful transmission.

b. Informal communications, including text messages, phone calls, and verbal directives, shall not constitute formal notice under this Agreement. Work Authorizations and other operational directives are governed exclusively by Article II of this Agreement and are not subject to the formal notice requirements of this Article.

12.2 EFFECTIVE DATE OF NOTICE

a. Notices shall be deemed given and effective as follows:

1. If delivered by hand, on the date of delivery;

2. If sent by certified mail, on the date shown on the return receipt or refusal;

AGREEEMENT

Contract No.: PW-PS-2026-01

3. If sent by overnight courier, on the date shown by the…