ITB202605_Directional_Boring_Services__Draft_Agreement.pdf

CITY OF MILTON

DIRECTIONAL BORING SERVICES CONTRACT

Contract No.: PW-DB-2026-01

Directional Boring Services

Contents

PREAMBLE / RECITALS

ARTICLE I – DEFINITIONS

ARTICLE II – SERVICES, PURCHASE ORDERS, AND PERFORMANCE REQUIREMENTS

2.1 General Scope

2.2 Service Area

2.3 Nature of Agreement – Unit-Price Term Contract

2.4 Purchase Orders

2.5 Contractor Responsibilities

2.6 City Responsibilities

2.7 Differing Site Conditions

2.8 Pre-Work Coordination

2.9 Mobilization and Response

2.10 Emergency Response

2.11 Materials and Markup

2.12 Cleanup and Restoration

2.13 Independent Contractor

ARTICLE III – COMPENSATION AND PRICING

3.1. Basis of Compensation

3.2 Payment For Completed Work Only

3.3 No Quantity Guarantee

ARTICLE IV – PURCHASE ORDER PROCEDURES

4.1. Issuance of Purchase Orders

4.2. Purchase Order Contents

4.3. Purchase Order Time for Completion

ARTICLE V – TERM AND RENEWAL

5.1. Initial Term

5.2. Commencement

5.3 Renewal Options

5.4 Rate Adjustment at Renewal

5.5 Effect of Expiration or Termination

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5.6 Non-Appropriation

ARTICLE VI – PAYMENT STANDARDS

6.1 Prompt Payment Compliance

6.2 Compensation

6.3 Applications for Payment

6.4 Liquidated Damages

6.5 Withholding

6.6 No Retainage

6.7 Sales Tax Exemption

6.8 Invoice Review and Payment Timeline

6.9 Subcontractor and Supplier Payment

6.10 Acceptance Criteria for Completed Work

ARTICLE VII – INSURANCE REQUIREMENTS

7.1 Required Coverages and Limits

7.2 Additional Insured; Primary and Non-Contributory

7.3 Waiver of Subrogation

7.4 Certificates and Endorsements

7.5 Notice of Cancellation or Change

7.6 Failure to Maintain Coverage

7.7 Statutory Compliance

7.8 No Limitation of Responsibility

ARTICLE VIII – BONDS AND SECURITY

8.1 Applicability Threshold

8.2 Performance and Payment Bonds

8.3 Public Construction Lien Compliance

ARTICLE IX – LICENSURE AND STATUTORY COMPLIANCE

9.1 Contractor Licensure

9.2 Failure to Maintain Licensure

9.3 Drug- Free Workplace

9.4 E-Verify Compliance

9.5 Public Entity Crimes

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9.6 Non-Collusion

9.7 Conflicts-of-Interest

9.8 Antitrust Violator Vendor List

9.9 Scrutinized Companies

9.10 Prohibition on Human Trafficking

9.11 Prohibition on Lobbying with Contract Funds

9.12 Nondiscrimination and Equal Opportunity

9.13 Foreign Countries of Concern

(Conditional – Applicable Only if Contract Exceeds $1,000,000.00)

9.14 Intellectual Property and Work Product

9.15 False Statements and Certifications

ARTICLE X – INDEMNIFICATION AND SOVEREIGN IMMUNITY

10.1 Indemnification

10.2 Sovereign Immunity and Limitation of Liability

10.3 Contractor's Independent Liability

10.4 No Third-Party Beneficiaries

ARTICLE XI – PUBLIC RECORDS AND RETENTION

11.1 Retention and Access to Records

11.2 Public Records Compliance

11.3 Subcontractor Compliance

11.4 Statutory Notice

ARTICLE XII – HEALTH, SAFETY, AND ACCIDENT PREVENTION

12.1 General Safety Obligations

12.2 Underground Facility Damage Prevention

12.3 Trench Safety

12.4 Compliance with OSHA Standards

12.5 Reporting and Recordkeeping

12.6 Maintenance of Traffic (MOT)

12.7 Inadvertent Return (Frac-Out) and Environmental Protection

12.8 Subcontractor Safety Compliance

ARTICLE XIII – PERFORMANCE STANDARDS, QUALITY, AND WARRANTY

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13.1 Workmanship Standards

13.2 Inspection and Access

13.3 Defective or Non-Conforming Work

13.4 As-Built Documentation and Bore Logs

13.5 Bore Failure and Abandonment

13.6 Warranty and Correction Period (Per

13.7 Historical and Archaeological Discovery

ARTICLE XIV – CHANGES AND CHANGE ORDERS

14.1 Written Authorization Required

14.2 Change Order Process

14.3 Unauthorized Work

14.4 Change Order Content and Recordkeeping

14.5 No Waiver of Contractual Obligations

14.6 Prompt Processing (§ 218.755, F.S.)

ARTICLE XV – FORCE MAJEURE AND EXCUSABLE DELAY

15.1 Excusable Delay

15.2 Notice and Mitigation

15.3 Effect on Time

ARTICLE XVI – SUSPENSION AND TERMINATION

16.1 Termination for Cause

16.2 Termination for Convenience (Bilateral)

16.3 Termination for License or Insurance Lapse

16.4 Public Access to Records (Unilateral Cancellation)

16.5 Compensation Upon Termination

16.6 Repeated Performance Deficiencies

16.7 Continuation of Work and Records Preservation

ARTICLE XVII – REMEDIES AND DISPUTE RESOLUTION

17.1 Remedies

17.2 Informal Resolution

17.3 Mediation

17.4 Governing Law and Venue

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17.5 Jury Trial Waiver

17.6 Attorneys' Fees

17.7 Continuation During Dispute

ARTICLE XVIII – NOTICE AND COMMUNICATION

18.1 Method of Notice

18.2 Effective Date of Notice

18.3 Contact Information

ARTICLE XIX – MISCELLANEOUS

19.1 Assignment

19.2 Subcontracting

19.3 Entire Agreement and Amendments

19.4 Order of Precedence

19.5 Limited Incorporation of Solicitation Documents

19.6 Severability

19.7 Waiver and Cumulative Rights

19.8 Survival of Obligations

19.9 Headings

19.10 Successors and Assigns

ARTICLE XX – EXECUTION AND AUTHORITY

20.1 Authority for Execution

20.2 Counterparts and Electronic Signatures

20.3 Effective Date

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PREAMBLE / RECITALS

Authority: §§ 166.021, 255.05, 255.20, Fla. Stat.

This Directional Boring Services Contract (“Contract”) is entered into upon final execution by the parties, by and between the City of Milton, Florida (“City”), a municipal corporation and political subdivision of the State of Florida, with offices at 6738 Dixon Street, Milton, Florida

32570, and _________________________________________ (“Contractor”), a

[corporation/limited liability company/other] authorized to do business in the State of Florida, with a principal place of business at _________________________________________.

WHEREAS, the City has determined that it is in the public interest to procure directional boring services on a term, as-needed basis to support the installation, maintenance, and repair of municipal utility infrastructure, including water, sewer, and natural gas systems throughout the City of Milton and Santa Rosa County; and

WHEREAS, the City procured such services through a competitive sealed bid process in accordance with § 255.20, F.S., and applicable City procurement requirements, under ITB No.

________________, and this Contract is a continuation contract based on unit prices expressly authorized under § 255.20(1), F.S.; and

WHEREAS, the Contractor represents that it holds a valid State of Florida Certified Underground

Utility and Excavation Contractor License issued pursuant to Ch. 489, F.S., is properly insured, and is qualified and experienced in performing horizontal directional boring and related underground utility services in both the City of Milton and Santa Rosa County, and agrees to perform such services in accordance with all applicable federal, state, and local laws, regulations, and codes; and

WHEREAS, this Contract establishes a unit-price, purchase-order-based, non-exclusive term services agreement under which the Contractor will perform directional boring services on an as-needed basis as authorized by the City; and

WHEREAS, this Contract serves a valid public purpose consistent with Article VII, Section 10 of the Florida Constitution and § 166.021, F.S., by supporting the construction, installation, and maintenance of public utility infrastructure for the health, safety, and welfare of the public; and

Directional Boring Services

WHEREAS, this Contract is funded solely by City funds and is not tied to any specific project or to any state or federal funding source;

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

ARTICLE I – DEFINITIONS

The following terms, as used in this Contract, shall have the meanings set forth below:

1.1 “City” The City of Milton, Florida, a municipal corporation and political subdivision of the

State of Florida.

1.2 “City Representative” The City employee or authorized designee designated by the City

Manager to administer this Contract, issue “Purchase Orders” (“PO”), and oversee field operations.

1.3 “Contract” This Annual Directional Boring Services Contract, including all exhibits, attachments, Purchase Orders, and duly executed amendments.

1.4 “Contract Price” The total compensation earned by the Contractor under this Contract, calculated as the sum of all amounts earned under individual Purchase Orders in accordance with the unit prices set forth in Exhibit B – Compensation and Unit Price Schedule. No minimum or maximum Contract Price is guaranteed.

1.5 “Contractor” The entity awarded this Contract and identified in the signature block hereof.

1.6 “Effective Date” The date upon which this Contract is fully executed by both parties.

1.7 “Emergency” A condition requiring immediate directional boring services to prevent or address a threat to public health, safety, property, or utility service continuity, as determined by the City Representative.

1.8 “Final Completion” For each Purchase Order, the date on which the Work has been completed in accordance with the Contract Documents, including all required cleanup, restoration, and documentation, and the City Representative has issued written acceptance.

1.9 “ITB” The City's Invitation to Bid No. ______, Directional Boring Contract, together with any addenda issued during the procurement process.

1.10 “Proper Invoice” An invoice that meets the requirements of § 218.72(8), F.S., and any additional requirements set forth in this Contract.

1.11 “Unit Price” The fixed rate for a specific pay item, as set forth in Exhibit B –

Compensation and Unit Price Schedule, including all labor, supervision, equipment, Contractor-furnished materials and consumables, drilling fluids, and incidentals necessary to complete the Work. Unit prices do not include the cost of City-furnished materials, unless expressly stated otherwise.

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1.12 “Work” All directional boring services and incidental obligations required by an individual

Purchase Order, including but not limited to drilling, utility coordination, cleanup, restoration, and required documentation.

1.13 A “Purchase Order” or “PO” written directive issued by the City Representative authorizing the Contractor to perform a specific directional bore, setting forth the location, scope, applicable unit prices, and any special requirements.

1.14 “Contract Documents” This Contract, including all exhibits and attachments, all Purchase

Orders, and all duly executed amendments and change orders.

1.15 “Calendar Day” Every day shown on the calendar, including weekends and legal holidays.

1.16 “Business Day” Any day other than a Saturday, Sunday, or legal holiday observed by the

City.

ARTICLE II – SERVICES, PURCHASE ORDERS, AND PERFORMANCE

REQUIREMENTS

Authority: Ch. 255, F.S.; § 255.20, F.S.; Ch. 556, F.S.

2.1 GENERAL SCOPE

The Contractor shall provide Directional Boring Services and related boring services for the installation of underground utilities, including but not limited to water, sewer, and natural gas infrastructure, on an as-needed, purchase order basis.

The Work shall include all labor, supervision, equipment, tools, and incidentals necessary to perform directional boring operations in accordance with this Contract, applicable Purchase

Orders (“PO”), and Exhibit A – Scope of Work and Technical Requirements.

The Work includes all incidental and ancillary obligations necessary for completion, including but not limited to cleanup, site restoration, and required documentation, as more particularly set forth in this Contract and Exhibit A.

No Work shall be performed except pursuant to a written Purchase Order issued by the City.

2.2 SERVICE AREA

Directional bore services will be performed within the City of Milton and Santa Rosa County, as requested by the City. The Contractor shall furnish all labor, supervision, materials, tools and equipment necessary to install the following:

a. HDPE service pipe by directional bore

b. HDPE casing pipe by directional bore

c. HDPE carrier pipe inside HDPE casing pipe

Directional Boring Services

The City reserves the option to purchase materials separately for any directional bore project either using the successful contractor’s prices or those obtained by a City representative by a separate bid or quote.

2.3 NATURE OF AGREEMENT – UNIT-PRICE TERM CONTRACT

This Contract is a unit-price, purchase order-based, non-exclusive term services agreement.

The City does not guarantee any minimum or maximum quantity or dollar value of Work. The

City reserves the right to procure similar services from other contractors.

Payment shall be based solely on unit prices set forth in Exhibit B – Compensation and Unit

Price Schedule and quantities authorized and accepted under individual Purchase Orders.

2.4 PURCHASE ORDERS

Each Purchase Order shall define the specific scope, location, quantities, and conditions of the

Work to be performed.

Any quantities identified in a Purchase Order are for authorization and cost control purposes only. Payment shall be based solely on actual quantities installed and accepted.

Purchase Orders shall incorporate, as applicable:

a. Exhibit A – Scope of Work and Technical Requirements

b. Exhibit B – Compensation and Unit Price Schedule

c. Project-specific requirements, permits, and constraints

No Work shall commence until the Purchase Order is fully authorized in writing by the City.

2.5 CONTRACTOR RESPONSIBILITIES

The Contractor shall be solely responsible for:

a. Performing all Work in a good and workmanlike manner consistent with industry standards for horizontal directional drilling;

b. Providing all labor, supervision, equipment, drilling fluids, tooling, and materials necessary to execute the Work – including the fusion, joining, and welding of City-furnished pipe – except as expressly provided otherwise in this Contract or Purchase

Order;

c. Complying with all applicable federal, state, and local laws, regulations, and codes, including but not limited to Ch. 556, F.S.;

d. Locating, verifying, and maintaining safe clearance from underground and above-ground utilities, including coordination with the Sunshine State One-Call System (811);

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e. Promptly notifying the City of any damage to utilities or infrastructure and repairing or coordinating repair of such damage at its sole cost and expense, except where caused solely by materially incorrect information provided by the City and where the Contractor has otherwise complied with all applicable requirements;

f. Proper handling, containment, and disposal of drilling fluids, spoils, and byproducts in accordance with applicable environmental regulations;

g. Compliance with all applicable safety requirements, including trench safety and excavation standards.

The Contractor shall not be responsible for damage solely caused by materially incorrect or incomplete utility location information provided by the City or others, provided that the

Contractor has otherwise complied with all applicable requirements of this Contract and law.

2.6 CITY RESPONSIBILITIES

Unless otherwise specified in a Purchase Order, the City shall be responsible for:

a. Furnishing pipe materials to be installed through the bore;

b. Providing or arranging for excavation of entry and exit pits;

c. Obtaining required permits for each Purchase Order;

d. Providing available plans, as-built records, and relevant site information;

e. Designating a City Representative for coordination.

2.7 DIFFERING SITE CONDITIONS

If the Contractor encounters subsurface or latent physical conditions that differ materially from those ordinarily encountered in directional boring work of the type contemplated, or that differ materially from conditions indicated in information provided by the City, the Contractor shall immediately stop Work in the affected area and notify the City in writing.

The Contractor shall not disturb the condition further until receiving written direction from the

City.

No adjustment to the Work shall be made unless the Contractor provides timely written notice prior to disturbing the condition.

Any adjustment to scope, price, or time shall be made only by written Change Order in accordance with this Contract.

2.8 PRE-WORK COORDINATION

At least twenty-four (24) hours before commencement of Work, or as soon as reasonably practicable, the Contractor shall:

a. Participate in a pre-work coordination meeting or site visit, if required by the City; and

b. Provide a written estimate based on applicable unit prices and anticipated quantities.

Directional Boring Services

No Work shall proceed without written authorization.

2.9 MOBILIZATION AND RESPONSE

For standard Work performed under a Purchase Order, the Contractor shall mobilize and commence Work within five (5) business days after issuance, unless otherwise approved in writing by the City Representative.

Failure to meet the required mobilization timeframe may constitute a performance deficiency subject to the remedies provided in this Contract.

2.10 EMERGENCY RESPONSE

The Contractor shall maintain the capability to respond to emergency Work on a twenty-four (24) hour per day, seven (7) day per week basis.

Upon notification by the City of emergency Work, the Contractor shall be on-site and prepared to commence emergency operations within twenty-four (24) hours of notification, unless otherwise authorized in writing by the City Representative based on the nature, location, or severity of the emergency.

Failure to comply with the required emergency response time shall constitute a material performance deficiency and may result in back charges, procurement from alternate sources, termination for cause, or any other remedies available under this Contract or applicable law.

If the City procures emergency services from alternate sources due to the Contractor’s failure to timely respond, the Contractor shall be responsible for any additional costs reasonably incurred by the City.

2.11 MATERIALS AND MARKUP

Materials purchased by the Contractor that are not included in the unit prices set forth in Exhibit

B – Compensation and Unit Price Schedule must be approved in advance by the City.

Such materials shall be invoiced at documented cost, and the Contractor’s markup shall not exceed twenty percent (20%).

2.12 CLEANUP AND RESTORATION

The Contractor shall restore all disturbed areas resulting from the Work to a condition equal to or better than that existing prior to commencement of the Work.Completion of cleanup and restoration is a condition precedent to acceptance of the Work and final payment.

If the Contractor fails to complete required cleanup and restoration within a reasonable time after notice, the City may perform or procure such work and deduct the cost from amounts otherwise due, without prejudice to any other remedy.

Directional Boring Services

Detailed restoration requirements are set forth in Exhibit A – Scope of Work and Technical

Requirements.

2.13 INDEPENDENT CONTRACTOR

The Contractor is an independent contractor and shall not be deemed an employee, agent, partner, or joint venturer of the City. The Contractor shall be solely responsible for compliance with all applicable employment, licensing, tax, and business laws and regulations.

ARTICLE III – COMPENSATION AND PRICING

Authority: §§ 218.735, 255.071, 255.073, 255.077, 255.078, F.S.

3.1. BASIS OF COMPENSATION

The City shall compensate the Contractor for Work satisfactorily performed in accordance with the unit prices set forth in Exhibit B – Compensation and Unit Price Schedule, attached hereto and incorporated herein.

Payment shall be based solely on actual quantities of Work completed, accepted, and verified by the City Representative.

No payment shall be made for Work that is defective, non-conforming, incomplete, or not performed in accordance with this Contract or the applicable Purchase Order.

Unless expressly identified as a separately payable item in Exhibit B, all costs necessary to complete the Work shall be included in the applicable unit prices, including but not limited to mobilization, demobilization, setup, traffic control, utility coordination, drilling fluids, incidental materials, cleanup, restoration, and all other incidental or ancillary costs.

3.2 PAYMENT FOR COMPLETED WORK ONLY

Payment for directional boring shall be due only upon successful completion of the bore and installation of the utility in accordance with the applicable Purchase Order and acceptance by the

City Representative consistent with the definition of Final Completion.

No payment shall be due for failed, abandoned, or incomplete bores, including unsuccessful attempts, partial progress, remobilization, or standby time, unless the City determines in writing that such failure was caused solely by a verified differing site condition in accordance with

Section 2.7.

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3.3 NO QUANTITY GUARANTEE

The Contractor acknowledges that this Contract is a unit-price, purchase order-based agreement for services performed on an as-needed basis. The City makes no representation, warranty, or guarantee as to the quantity, frequency, type, or distribution of Work that may be ordered.

No estimated quantities are provided. Any quantities referenced in a Purchase Order are for authorization and budgeting purposes only and shall not constitute a guarantee of actual quantities.

The Contractor acknowledges that its unit prices have been established independently of any estimated quantities and assumes all risk associated with variations in the amount, character, timing, or distribution of the Work.

The Contractor shall not be entitled to any adjustment in unit prices, additional compensation, damages, or other relief based on:

a. Variations in actual quantities performed;

b. The frequency or timing of Purchase Orders; or

c. The sequencing, location, or distribution of the Work.

ARTICLE IV – PURCHASE ORDER PROCEDURES

4.1. ISSUANCE OF PURCHASE ORDERS

All Work under this Contract shall be authorized by a written Purchase Order issued by the City

Representative. No Work shall be commenced, and no payment shall be made, absent a written

Purchase Order.

In cases of Emergency, the City may issue verbal authorization to proceed, provided that such authorization is confirmed in writing within twenty-four (24) hours. The Contractor proceeds at its own risk until written confirmation is issued.

4.2. PURCHASE ORDER CONTENTS

Each Purchase Order shall contain, at a minimum:

a. The Purchase Order number and date;

b. A description of the bore, including location (street address, utility corridor, or GPS coordinates), utility type, and bore depth;

c. The applicable pipe size(s) and material type(s);

d. Reference to the applicable unit price(s) from Exhibit A – Scope of Work and Technical

Requirements or notation that the work is to be quoted per job;

e. Any special conditions, restrictions, or requirements applicable to the specific site;

f. The required completion time or schedule, expressed in calendar days or as a specific completion date, as determined by the City Representative;

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g. The authorized written estimate or approved not-to-exceed amount; and

h. The City Representative's signature or electronic authorization.

No Work shall be performed in excess of the authorized scope or not-to-exceed amount without prior written approval from the City.

4.3. PURCHASE ORDER TIME FOR COMPLETION

The Contractor shall complete all Work within the time specified in the applicable Purchase

Order.

Failure to complete the Work within the specified time, absent an approved extension, shall constitute a performance deficiency and may subject the Contractor to liquidated damages, withholding of payment, or termination in accordance with this Contract.

Any request for a time extension shall be submitted in writing and approved by the City

Representative prior to expiration of the Purchase Order, except in the case of Force Majeure as provided in Article XV.

ARTICLE V – TERM AND RENEWAL

Authority: § 255.20, F.S.

5.1. INITIAL TERM

This Contract shall become effective upon full execution by both parties ("Effective Date") and shall continue for a period of one (1) year, unless earlier terminated in accordance with Article

XVI.

5.2. COMMENCEMENT

No Work shall begin until:

a. This Contract, including all exhibits, has been fully executed by both parties;

b. The Contractor has provided proof of all required insurance, licenses, and other prerequisites required under this Contract;

c. A Purchase Order has been issued in accordance with Article IV; and

d. Pre-Work Coordination has been fulfilled per Section 2.8.

Any Work performed prior to satisfaction of these conditions shall be at the Contractor’s sole risk and shall not be eligible for payment.

5.3 RENEWAL OPTIONS

Upon mutual written agreement of both parties, this Contract may be renewed for up to three (3) additional one-year terms, not to exceed four (4) years in total including the initial term.

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Each renewal is expressly contingent upon:

a. The Contractor’s satisfactory performance as evaluated by the City;

b. The availability of funds appropriated by the City Council; and

c. The Contractor’s continued compliance with all licensing, insurance, and certification requirements of this Contract.

Each renewal must be documented in a written amendment executed by both parties prior to expiration of the then-current term. No renewal shall be effective unless executed in writing prior to expiration. This Contract shall not renew automatically.

5.4 RATE ADJUSTMENT AT RENEWAL

The unit prices set forth in Exhibit B – Compensation and Unit Price Schedule shall remain firm for the initial term of this Contract.

Either party may request an adjustment to the unit prices in connection with a renewal under

Section 5.3 by providing written notice to the other party not less than sixty (60) calendar days prior to expiration of the then-current term. Such notice shall identify the specific unit prices proposed to be adjusted, the amount of each proposed adjustment, and the basis for the requested change, including supporting documentation.

The parties shall negotiate in good faith to reach agreement on any proposed adjustments prior to expiration of the then-current term. Any agreed adjustment shall be documented in a written amendment to this Contract, executed by both parties prior to the renewal term, and incorporated as a revised Exhibit B.

If the parties are unable to reach agreement on proposed adjustments, either party may elect not to renew the Contract, in which case the Contract shall expire at the end of the then-current term.

A failure or inability to agree on rate adjustments shall not constitute a breach of this Contract.

No rate adjustment shall apply retroactively or to any Purchase Order issued prior to the effective date of the amendment.

5.5 EFFECT OF EXPIRATION OR TERMINATION

Upon expiration or termination of this Contract, the Contractor shall:

a. Immediately cease performance of new Work;

b. Complete all Work in progress that the City authorizes in writing to be completed; and

c. Cooperate with the City in the transition to any successor contractor.

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Obligations that by their nature survive expiration or termination shall remain in effect, including but not limited to warranty, indemnification, recordkeeping, and audit requirements, as further set forth in Section 19.7.

5.6 NON-APPROPRIATION

The continuation of this Contract beyond the current fiscal year is subject to the appropriation of funds by the City Council. In the event sufficient funds are not appropriated for any subsequent fiscal year, the City may terminate this Contract without penalty upon written notice to the

Contractor.

ARTICLE VI – PAYMENT STANDARDS

Authority: §§ 218.735, 218.72, 218.755, 255.071, 255.073, 255.074, 255.077, 255.078, 212.08(6), Fla. Stat.; Ch.

218, Part VII, Fla. Stat.

6.1 PROMPT PAYMENT COMPLIANCE

The City shall comply with the Local Government Prompt Payment Act, Ch. 218, Part VII, F.S., and with §§ 255.073 and 255.077, F.S., as applicable to public construction contracts.

The Contractor shall comply with subcontractor and supplier payment requirements as set forth in

Section 6.8.

6.2 COMPENSATION

Compensation for Work performed under this Contract shall be determined in accordance with

Article III (Compensation and Pricing) and the unit prices set forth in Exhibit B –

Compensation and Unit Price Schedule.

No payment shall be made for Work that is nonconforming, defective, not properly documented, or not authorized by a written Purchase Order, except as expressly authorized by an approved written Change Order in accordance with Article XIV (Changes and Change Orders).

6.3 APPLICATIONS FOR PAYMENT

The Contractor shall submit invoices in the form of a “proper invoice” as defined in § 218.72(8), F.S.

The content, format, required certifications, and supporting documentation for a proper invoice are set forth in Exhibit C – Application for Payment and Invoice Requirements, incorporated herein.

Each invoice shall:

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• Reference the applicable Purchase Order number(s);

• Itemize all quantities and applicable unit prices;

• Include supporting documentation for any Contractor-purchased materials, including invoices supporting markup calculations under Section 2.11; and

• Be submitted to the City Representative.

6.4 LIQUIDATED DAMAGES

a. Stipulation. The parties acknowledge that actual damages arising from the delays and performance failures described in this Section are difficult to ascertain and that the amounts below represent a reasonable forecast of such damages and are not a penalty.

b. Schedule.

Event Rate Cap

Failure to mobilize within five (5) business days after PO issuance

$250 per calendar day $7,500 per PO

Failure to meet emergency response time under Section 2.10 $500 per hour $10,000 per emergency event

Failure to achieve Final Completion by the PO deadline

$250 per calendar day

15% of the PO not-to-exceed value, or

$15,000, whichever is less

c. Assessment. The City may withhold assessed liquidated damages from any pending invoice after providing written notice of the basis and calculation.

d. Other Remedies Preserved. Liquidated damages under this Section are in lieu of actual damages only for the specific delay or response failures described above. They do not limit the City's right to recover actual damages for other losses (including property damage, third-party claims, and cover or re-procurement costs) or to pursue any other remedy under this

Contract or applicable law, including termination for cause.

6.5 WITHHOLDING

The City may withhold payment, in whole or in part, for:

a. Defective or non-conforming Work;

b. Outstanding, valid third-party claims or liens arising from the Contractor’s failure to pay subcontractors or suppliers;

c. Failure to provide required documentation;

d. Liquidated damages assessed under Section 6.4;

e. Inadequate site cleanup or restoration;

f. Incomplete Work; or

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g. Any material breach of this Contract.

Any withholding shall be documented in writing specifying the reason and the amount.

The City shall release withheld amounts upon correction of the identified deficiency.

6.6 NO RETAINAGE

Given the unit-price, per-bore acceptance structure of this Contract, no retainage shall be withheld from progress payments. Payment for each Purchase Order shall be made on a pay-when-complete basis following acceptance under Section 6.10, subject to the City’s withholding rights in Section

6.5. This provision is consistent with § 255.078(6), F.S., and the per-Purchase Order Final

Completion standard established in this Contract.

6.7 SALES TAX EXEMPTION

The City is exempt from Florida sales and use taxes pursuant to § 212.08(6), F.S.

No Florida sales or use tax shall be charged to the City. The Contractor remains responsible for all taxes, fees, and assessments applicable to its operations.

6.8 INVOICE REVIEW AND PAYMENT TIMELINE

In accordance with §§ 218.735 and 255.073, F.S.

Upon receipt of a proper invoice, the City shall review and either approve or notify the Contractor of deficiencies within twenty (20) business days, in accordance with §§ 218.735(2) and

255.073, F.S.

If the invoice is rejected, the City shall provide written notice specifying the deficiency. The

Contractor shall correct and resubmit.

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

Interest penalties shall accrue in accordance with § 218.735(9) and § 255.073, F.S., and at the rate established under § 55.03(1), F.S.

6.9 SUBCONTRACTOR AND SUPPLIER PAYMENT

The Contractor shall, within ten (10) days after receipt of payment from the City, remit payment due to subcontractors and suppliers in accordance with § 255.073(3), F.S.

Prior to receipt of final payment for any Purchase Order, the Contractor shall certify in writing that all subcontractors and suppliers have been paid in full for that Purchase Order, consistent with §

255.071, F.S.

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Failure to timely remit payment to subcontractors or suppliers as required by §§ 255.071(2) and

255.073(3), F.S., shall subject the Contractor to interest penalties at the rate established under §

55.03(1), F.S., and may constitute grounds for withholding further payments under this Contract.

Failure to provide required certification may justify withholding of payment.

6.10 ACCEPTANCE CRITERIA FOR COMPLETED WORK

A directional bore performed under this Contract shall not be deemed complete or acceptable, and shall not be eligible for Final Completion or payment, unless all of the following conditions have been satisfied to the reasonable satisfaction of the City Representative:

a. Completion of Bore Installation

The bore has been fully completed, and the utility has been successfully installed at the required location, alignment, and depth in accordance with the applicable Purchase Order and Contract Documents.

b. Compliance with Contract Requirements

All Work has been performed in accordance with:

• This Contract;

• The applicable Purchase Order; and

• Exhibit A – Scope of Work and Technical Requirements.

c. Utility Protection and Integrity

The Work has been completed without damage to existing utilities, infrastructure, or adjacent property, or any such damage has been fully repaired and accepted by the City.

d. Restoration and Cleanup

All disturbed areas, including but not limited to pavement, rights-of-way, landscaping, and surface features, have been restored in accordance with this Contract and Exhibit A.

All drilling fluids, spoils, debris, equipment, and temporary materials have been removed, and the site has been returned to a clean, safe, and orderly condition.

e. Documentation and Submittals

All required documentation has been submitted and accepted by the City, including:

• As-built documentation reflecting the installed bore location;

• Any required bore logs or drilling records; and

• Any additional documentation required by the Purchase Order or Contract.

f. Inspection and Acceptance

The Work has been inspected and accepted in writing by the City Representative.

Field observation, partial approval, or use of the installed utility shall not constitute acceptance of the Work.

g. Correction of Deficiencies

All punch list items, deficiencies, or non-conforming Work identified by the City have been corrected to the satisfaction of the City.

Directional Boring Services

ARTICLE VII – INSURANCE REQUIREMENTS

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

7.1 REQUIRED COVERAGES AND LIMITS

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

Contract the following minimum insurance coverages:

a. Commercial General Liability (CGL)

• Coverage Form: ISO CG 00 01 (Occurrence Form) or equivalent

• Minimum Limits:

o $1,000,000 per occurrence o $2,000,000 general aggregate o $2,000,000 products/completed operations aggregate

• Coverage shall include:

o Premises/operations o Products/completed operations o Contractual liability o Independent contractors o Underground, explosion, and collapse hazards (XCU)

b. Automobile Liability

• Coverage shall apply to all owned, non-owned, and hired vehicles

• Minimum Limit: $1,000,000 combined single limit per accident

c. Workers’ Compensation and Employer’s Liability

• Workers’ Compensation: Statutory limits in accordance with Ch. 440, F.S.

• Employer’s Liability:

o $100,000 each accident o $100,000 disease – each employee o $500,000 disease – policy limit

d. Umbrella / Excess Liability

• Minimum Limit: $2,000,000 per occurrence

• Shall follow form over CGL and Auto Liability

e. Contractors Pollution Liability (Directional Boring Operations)

• $1,000,000 per occurrence; $1,000,000 aggregate

• Coverage shall include, at minimum: inadvertent returns (frac-outs), environmental contamination, and cleanup and remediation.

7.2 ADDITIONAL INSURED; PRIMARY AND NON-CONTRIBUTORY

The City of Milton shall be named as an additional insured on the Commercial General

Liability and Automobile Liability policies for both ongoing and completed operations.

Directional Boring Services

Coverage shall be provided on a primary and non-contributory basis with respect to any insurance maintained by the City. Additional insured status shall be provided using ISO forms

CG 20 10 and CG 20 37, or their equivalent.

7.3 WAIVER OF SUBROGATION

The Contractor shall require its insurers to waive all rights of subrogation against the City, its officers, officials, employees, and agents for losses arising out of or relating to this Contract.

7.4 CERTIFICATES AND ENDORSEMENTS

Prior to commencement of Work, the Contractor shall furnish the City with certificates of insurance and required endorsements evidencing compliance with this Article.

All insurers shall be authorized to do business in Florida and rated not less than A-, Class VII by

A.M. Best (or equivalent).

Certificates and endorsements shall be provided:

• Upon Contract execution;

• Upon each renewal; and

• Upon any modification of coverage.

7.5 NOTICE OF CANCELLATION OR CHANGE

The Contractor shall provide written notice to the City of any cancellation, non-renewal, or material reduction in coverage.

Such notices shall be provided in accordance with policy provisions, but in no event less than:

• Thirty (30) days’ notice for cancellation or non-renewal; and

• Ten (10) days’ notice for cancellation due to non-payment of premium.

7.6 FAILURE TO MAINTAIN COVERAGE

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

In such event, the City may:

• Suspend Work;

• Withhold payment; or

• Terminate the Contract in accordance with Article XVI.

Directional Boring Services

The Contractor shall not perform Work during any period in which required insurance is not in full force and effect.

7.7 STATUTORY COMPLIANCE

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

Nothing in this Contract shall be construed as a waiver of the City’s sovereign immunity or as an extension of liability beyond the limits set forth in § 768.28(5), F.S.

7.8 NO LIMITATION OF RESPONSIBILITY

The insurance requirements set forth herein are intended to support, and shall not be construed to limit, the Contractor’s liability or indemnification obligations under this Contract.

The Contractor shall assess its own risks and may maintain higher limits or broader coverage as it deems necessary.

ARTICLE VIII – BONDS AND SECURITY

Authority: § 255.05, F.S.

8.1 APPLICABILITY THRESHOLD

a. Public Construction Contract. This Contract is a public construction contract under

§ 255.05, F.S. Consistent with § 255.05(1), F.S., the bonding requirement is triggered by the aggregate value of this Contract, not the value of individual Purchase Orders.

b. Bonding Required Above $200,000. If the total value of Work reasonably anticipated under this Contract exceeds $200,000, the Contractor shall furnish the Performance Bond and

Payment Bond required by Section 8.2 at Contract execution. The City may also require bonds for any individual Purchase Order if, in the City's reasonable judgment, the scope or risk warrants it.

c. Exemption for Smaller Contracts. If anticipated Contract value is $200,000 or less, the

City Manager or designee may, by written determination under § 255.05(1)(a), F.S., exempt this Contract from bonding. Any exemption is subject to subsection.

d. Mid-Term Bonding Trigger. If at any time during the term, including any renewal, the cumulative value of issued and reasonably anticipated Purchase Orders equals or exceeds

$200,000, the Contractor shall furnish bonds meeting Section 8.2 before any additional

Purchase Order is issued. The bond amount shall be set by the City under § 255.05(1)(g), F.S.

No new Purchase Order shall be issued until the required bonds are delivered, recorded, and accepted; Work already in progress may continue at the City's discretion. The cost of any bonds required under this Contract shall be included in the Contractor's unit prices. Failure to furnish required bonds is a material breach subject to Article XVI.

Directional Boring Services

8.2 PERFORMANCE AND PAYMENT BONDS

If required under Section 8.1, the Contractor shall, before commencing or re-commencing Work

(including after any default or abandonment), furnish to the City a Performance Bond and a

Payment Bond, each in a penal sum equal to the estimated aggregate Contract Price or such other amount as the City specifies under § 255.05(1)(g), F.S. Each bond shall comply in all respects with § 255.05, F.S., including the requirements for an authorized Florida surety listed in U.S.

Department of the Treasury Circular 570, the form and front-page content required by

§ 255.05(1)(e) and (3), the statutory claims notice and limitations language required by

§ 255.05(2) and (10), and recording in the official records of Santa Rosa County, Florida, under §

255.05(1)(a).

Before commencing or recommencing Work, the Contractor shall deliver to the City a certified copy of the recorded bond(s) under § 255.05(1)(b), F.S. No payment shall be made under this

Contract until this requirement is satisfied. Failure to provide required bonds is a material breach subject to Article XVI.

8.3 PUBLIC CONSTRUCTION LIEN COMPLIANCE

This is a public construction contract. No construction lien shall attach to City property.

Payment protections for subcontractors and suppliers shall be provided through the Payment Bond required under Section 8.2 or, if this Contract is exempted under Section 8.1, through the payment timeline obligations set forth in Article VI and the Contractor’s statutory obligations under §

255.071, F.S.

ARTICLE IX – LICENSURE AND STATUTORY COMPLIANCE

Authority: Ch. 489, Fla. Stat.; §§ 287.087, 287.133, 287.135, 287.137, 287.138, 215.4725, 448.095, 787.06(14), 787.29, Fla. Stat.; Ch. 112, Part III, Fla. Stat.

9.1 CONTRACTOR LICENSURE

The Contractor shall, at all times during the term of this Contract, maintain a valid State of

Florida Certified Underground Utility and Excavation Contractor License issued pursuant to §

489.105(3)(n) and § 489.113, F.S., and all other licenses or certifications required by applicable law to perform the Work. Prior to commencement of Work, the Contractor shall provide the City with proof of licensure and shall provide updated documentation upon renewal. All Work

Directional Boring Services requiring licensure under Ch. 489, F.S., shall be performed by, or under the supervision of, a properly licensed qualifier.

9.2 FAILURE TO MAINTAIN LICENSURE

Failure to maintain any required license or certification shall constitute a material breach of this

Contract.

The Contractor shall immediately notify the City in writing of any lapse, suspension, revocation, or disciplinary action affecting any required license.

The City may suspend Work, withhold payment, or terminate this Contract for cause in accordance with Article XVI.

9.3 DRUG- FREE WORKPLACE

The Contractor shall comply with § 287.087, F.S. Execution of Exhibit D constitutes certification of a drug-free workplace for purposes of state procurement preference.

9.4 E-VERIFY COMPLIANCE

The Contractor shall comply with § 448.095, F.S., and shall:

a. Register for and use the E-Verify system operated by the U.S. Department of Homeland

Security;

b. Verify the employment eligibility of all new employees assigned to this Contract; and

c. Require all subcontractors to register for and use E-Verify and to provide a sworn affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, consistent with § 448.095(2)(b), F.S.

The Contractor shall maintain copies of all required affidavits for the duration of this Contract and for the retention period set forth in Article XI (Public Records and Retention).

Failure to comply with § 448.095 constitutes a material breach. The City may terminate this

Contract for cause and require removal of noncompliant subcontractors. Certification is provided in Exhibit E.

9.5 PUBLIC ENTITY CRIMES

The Contractor shall comply with § 287.133, F.S. A person or affiliate placed on the convicted vendor list may not transact business with the City. Certification is provided in Exhibit F.

Violation constitutes grounds for termination.

9.6 NON-COLLUSION

The Contractor affirms that it has not engaged in collusion, bid rigging, or anti-competitive conduct in connection with this Contract. The Non-Collusion Affidavit submitted with the

Contractor’s bid is incorporated as Exhibit G.

Directional Boring Services

9.7 CONFLICTS-OF-INTEREST

The Contractor shall comply with Ch. 112, Part III, F.S. The Contractor shall disclose in writing any actual or potential conflict of interest arising during the term of this Contract. Failure to disclose a material conflict constitutes a material breach. Certification is provided in Exhibit H.

9.8 ANTITRUST VIOLATOR VENDOR LIST

The Contractor shall comply with § 287.137, F.S., and, by executing this Contract, certifies that it is not on the antitrust violator vendor list maintained by the Florida Department of

Management Services. Violation of this Section is grounds for termination for cause under

Section 16.1.

9.9 SCRUTINIZED COMPANIES

The Contractor shall comply with §§ 287.135 and 215.4725, F.S., and certifies that it is not on any Scrutinized Companies List, and that it does not participate in a boycott of Israel.

Violation constitutes grounds for termination. Certification is provided in Exhibit I.

9.10 PROHIBITION ON HUMAN TRAFFICKING

Contractor shall not engage in, facilitate, support, or knowingly benefit from any act constituting human trafficking, as defined in § 787.06(14), F.S., in connection with this Contract. This prohibition extends to Contractor's employees, agents, subcontractors, and lower-tier entities.

The full terms governing Contractor's obligations under this Section, including required certifications, mandatory disclosure, public-awareness posting, flow-down to subcontractors, termination for breach, and recertification upon each renewal or extension, are set forth in

Exhibit J (Affidavit of Compliance With Human Trafficking Laws), which is attached and incorporated into this Contract by reference. Violation of Exhibit J or this Section constitutes a material breach and grounds for immediate termination for cause under Section 16.1, without a cure period.

9.11 PROHIBITION ON LOBBYING WITH CONTRACT FUNDS

No Contract funds shall be used by the Contractor for lobbying in violation of §§ 11.062 and

216.347, F.S. The Contractor shall include this prohibition in all subcontracts funded under this

Contract. Violation is a material breach and grounds for termination for cause under Section

16.1.

9.12 NONDISCRIMINATION AND EQUAL OPPORTUNITY

The Contractor shall not discriminate against any employee, applicant, subcontractor, supplier, or member of the public on the basis of race, color, religion, sex (including sexual orientation and gender identity), national origin, age, disability, marital status, pregnancy, genetic information, Directional Boring Services veteran or military status, or any other characteristic protected under applicable federal, state, or local law, including the Florida Civil Rights Act, Ch. 760, F.S.

The full terms governing Contractor's obligations under this Section, and the required

Certification Regarding Nondiscrimination, are set forth in Exhibit K, which is attached and incorporated into this Contract by reference. Violation of Exhibit K or this Section constitutes a material breach and grounds for termination for cause under Section 16.1.

9.13 FOREIGN COUNTRIES OF CONCERN

(CONDITIONAL – APPLICABLE ONLY IF CONTRACT EXCEEDS $1,000,000.00)

As of the Effective Date of this Contract, § 287.138, F.S., applies to public contracts with a value of one million dollars ($1,000,000) or more. This threshold is stated for reference only and shall not limit the applicability of the statute if amended.

To the extent applicable under § 287.138, F.S., the Contractor shall comply with all requirements of that section and, by executing this Contract, certifies that it is not owned or controlled by, and is not a subsidiary of, an entity of a foreign country of concern, and is not otherwise prohibited from contracting with a public entity under that section. Upon request by the City, the Contractor shall provide the certification required by § 287.138(2), F.S. Failure to comply with applicable requirements of § 287.138, F.S., shall constitute grounds for termination for cause under Section

16.1. Certification, when applicable, is provided in Exhibit L.

9.14 INTELLECTUAL PROPERTY AND WORK PRODUCT

All documentation, records, data, drawings, and other work product prepared, created, or compiled by the Contractor in the performance of this Contract (collectively, the "Work

Product") shall become the property of the City upon creation. The Contractor represents and warrants that any materials or processes supplied under this Contract do not infringe any third-party patent, copyright, trademark, or trade secret, and shall indemnify the City under Article X for any claim of infringement.

9.15 FALSE STATEMENTS AND CERTIFICATIONS

Each certification, representation, and affirmation made by the Contractor under this Contract is a material…