CONSTRUCTION SERVICES CONTRACT

CITY OF MILTON

2026.08 ITB CDBG INFRASTRUCTURE IMPROVEMENT PROJECT

Contract No.: CDBG-CON-01

CONTENTS

PREAMBLE / RECITALS

DEFINITIONS AND INTERPRETATION

A. General Rules of Interpretation

B. Defined Terms

C. No Expansion of Obligations

D. Flow-Down Requirement

ARTICLE I – SCOPE OF SERVICES

1.1 Work

1.2 Project Description

1.3 Engineer

1.4 Independent Contractor

ARTICLE II – TERM, COMMENCEMENT, AND CONTRACT TIMES

2.1 Term & Commencement

2.2 Contract Times

2.3 Time of the Essence; Liquidated Damages

2.4 Renewals and Extensions

ARTICLE III – FEDERAL AND CDBG REQUIREMENTS

ARTICLE IV – ORDER OF PRECEDENCE

4.1 Order of Precedence

4.2 Limited Incorporation of Procurement Documents

4.3 Duty to Identify Conflicts

ARTICLE V – CONTRACTOR INTEGRITY AND RESPONSIBILITY

5.1 E-Verify Compliance

5.2 Suspension and Debarment

5.3 Public Entity Crimes

5.4 Non-Collusion

5.5 Conflicts of Interest

5.6 Scrutinized Companies

5.7 Prohibition on Human Trafficking

5.8 Material Breach

5.9 False Statements and Certifications

5.10 Ethical Conduct

5.11 Subcontractor Qualification and Approval

ARTICLE VI – ANTI-LOBBYING

6.1 Federal & State Lobbying Prohibition

6.2 Certifications and Disclosures

6.3 Flow-Down and Records

6.4 Non-Compliance

ARTICLE VII – INSURANCE AND RISK MANAGEMENT

7.1 Insurance Requirements

7.2 Statutory Compliance

7.3 Indemnification and Limits of Liability

7.4 Federal Standards and Internal Controls

7.5 No Limitations of Responsibility

ARTICLE VIII – PAYMENT STANDARDS

8.1 Prompt Payment Compliance

8.2 Compensation

8.3 Applications for Payment

8.4 Stored Materials Billing

8.5 Retainage

8.6 Withholding

8.7 CDBG Program Funding Acknowledgement

8.8 Audit and Record Retention

8.9 Invoice Review and Payment Timeline

8.10 Final Payment

8.11 Subcontractor Payment Affidavit

ARTICLE IX – PUBLIC RECORDS AND RETENTION

9.1 Retention, Audit, and Access to Records

9.2 Public Records Compliance

ARTICLE X – CIVIL RIGHTS, EQUAL OPPORTUNITY, AND NONDISCRIMINATION

10.1 Civil Rights and Nondiscrimination

10.2 Equal Employment Opportunity

10.3 Utilization of Minority and Women-Owned Business Enterprises (M/WBEs)

10.4 Recordkeeping, Reporting, and City Cooperation

10.5 Age Discrimination in Employment Act of 1967

10.6 Genetic Information Nondiscrimination Act of 2008 (GINA)

10.7 Disability Nondiscrimination

ARTICLE XI – ENVIRONMENTAL COMPLIANCE

11.1 Recovered Materials & Energy Efficiency

11.2 Clean Air Act and Federal Water Pollution Control Act

11.3 Florida Environmental Law

11.4 Environmental Reporting and Notices

ARTICLE XII – BUY AMERICA PREFERENCE

12.1 Compliance with Buy America Preference

12.2 Waivers

12.3 Documentation

12.4 Recordkeeping and Inspection

ARTICLE XIII – PROHIBITED TELECOM AND CONTRACTING WITH THE ENEMY

13.1 Telecom Equipment Prohibition

13.2 Prohibited Telecommunications Equipment and Services

13.3 Contracting with the Enemy

13.4 Flow-Down and Certification

ARTICLE XIV – DRUG-FREE WORKPLACE COMPLIANCE

14.1 Drug-Free Workplace Compliance

14.2 Minimum Program Requirements

14.3 Compliance Documentation

14.4 Subcontractors

14.5 Remedies

ARTICLE XV – FRAUD AND FALSE CLAIMS

15.1 Liability

15.2 Mandatory Disclosure

15.3 Flow-Down and Remedies

ARTICLE XVI – DAVIS-BACON AND RELATED ACTS

16.1 Compliance with Davis-Bacon, CWHSSA, and Copeland Acts

16.2 Certified Payrolls and Recordkeeping

16.3 Contract Work Hours, Safety Standards Act (CWHSSA), and Copeland Act

16.4 Withholding and Remedies

16.5 Flow-Down and Subcontractor Compliance

16.6 Disputes Concerning Labor Standards

ARTICLE XVII – LICENSURE AND PROFESSIONAL REGULATION

17.1 Professional Licensure

17.2 Certificates of Authorization / Qualification

17.3 Responsible Charge and Sealing

17.4 Subconsultant Compliance

ARTICLE XVIII – SOVEREIGN IMMUNITY AND LIMITATION OF LIABILITY

18.1 No Waiver of Sovereign Immunity

18.2 No Expansion of Liability

18.3 Indemnification Subject to Law

18.4 Contractor’s Independent Liability

18.5 No Third-Party Beneficiaries

ARTICLE XIX – REMEDIES AND DISPUTE RESOLUTION

19.1 Remedies

19.2 Dispute Resolution Process

19.3 Governing Law and Venue

19.4 Jury Trial Waiver and Attorneys’ Fees

19.5 Continuation of Work

ARTICLE XX – BONDS AND SECURITY

20.1 Performance and Payment Bonds

20.2 Alternate Security

20.3 Public Construction Lien Compliance

ARTICLE XXI – CHANGES, EXTRAS, AND CHANGE ORDERS

21.1 Written Authorization Required

21.2 Supporting Documentation and Negotiation

21.3 Unauthorized Work

21.4 Change Order Content and Recordkeeping

21.5 No Waiver of Contractual Obligations

21.6 Prompt Processing of Change Orders

21.7 Tariffs

ARTICLE XXII – FORCE MAJEURE AND EXCUSABLE DELAY

22.1 Excusable Delay

22.2 Notice and Mitigation

22.3 Extension of Time

ARTICLE XXIII– CONSTRUCTION SCHEDULE, TESTING, AND SUBSTITUTIONS

23.1 Construction Schedule and Progress Reporting

23.2 Materials, Products, and Substitutions

23.3 Testing, Inspection, and Quality Assurance

23.4 Access and Oversight

23.5 Compliance Statement

23.6 Project Closeout Submittals

23.7 As-Built Drawing Requirements

ARTICLE XXIV – SUBMITTAL AND SHOP DRAWING REVIEW PROCESS

24.1 Submittal Requirements Generally

24.2 Order of Work and Submittal Schedule

24.3 Engineer Review Timeframe

24.4 Engineer's Review – Scope and Limitations

24.5 Buy America Preference Compliance Documentation

24.6 Subcontractor Submittals

24.7 Resubmittals

ARTICLE XXV – WARRANTY AND CORRECTION OF DEFECTIVE WORK

25.1 Warranty of Work

25.2 Correction of Defective Work

25.3 City's Right to Accept Defective Work

25.4 Warranty Exclusions

25.5 Survival

ARTICLE XXVI – TAXES AND ASSESSMENTS

26.1 Contractor Responsibility

26.2 City Tax Exemption

26.3 Contractor Purchases

26.4 Federal Allowability

26.5 Non-Allowable Taxes

ARTICLE XXVII – PATENTS, COPYRIGHTS, AND ROYALTIES

27.1 Licenses, Fees, and Royalties

27.2 Indemnification for Infringement

27.3 Ownership of Deliverables and Data

27.4 Federal License Rights

27.5 Contractor Retained Rights

ARTICLE XXVIII – SUSPENSION AND TERMINATION

28.1 Suspension of Work

28.2 Termination for Cause and Convenience – Governing Provisions

28.3 Additional Grounds for Termination for Cause

28.4 Termination for Convenience — Project-Specific Provisions

28.5 Continuation of Work and Records

ARTICLE XXIX – NOTICE AND COMMUNICATION

29.1 Method of Notice

29.2 Effective Date of Notice

ARTICLE XXX – HEALTH, SAFETY, AND ACCIDENT PREVENTION

30.1 General Safety Obligations

30.2 Compliance and Oversight

30.3 Reporting and Recordkeeping

30.4 Internal Controls and Risk Management

30.5 Subcontractor and Lower-Tier Compliance

30.6 Trench Safety

30.7 Underground Facility Damage Prevention

ARTICLE XXXI – HISTORICAL AND ARCHAEOLOGICAL DATA PRESERVATION

31.1 Tribal Historic Preservation Requirements

31.2 Protection and Direction

31.3 Contractor Duties

31.4 Flow-Down and Compliance

31.5 Costs and Delays

ARTICLE XXXII – LOCAL GOVERNMENT CONSTRUCTION PREFERENCES PROHIBITED

32.1 Statutory Restriction

32.2 Application to Federally Funded Projects

32.3 Contractor Disclosure and Compliance

ARTICLE XXXIII – MISCELLANEOUS

33.1 Assignment

33.2 Successors and Assigns

33.3 Entire Agreement and Amendments

33.4 Severability

33.5 Waiver and Cumulative Rights

33.6 Survival of Obligations

33.7 Interpretation and Construction

ARTICLE XXXIV – FEDERAL PARTY DISCLAIMER (NO PRIVITY)

34.1 Federal Government Not a Party

34.2 No Third-Party Rights or Obligations

ARTICLE XXXV – CONTRACT DOCUMENTS, FEDERAL SUPPLEMENTARY CONDITIONS,

AND CDBG FLOW-DOWN PROVISIONS

35.1 Incorporated Documents

35.2 Order of Precedence

35.3 Federal and State Funding Conditions

35.4 CDBG Section 3 Compliance

35.5 Required CDBG Contractor Certifications and Reports

35.6 Section 3 Labor Hour Reporting

35.7 Whistleblower Protection – National Defense Authorization Act

35.8 Federal Transparency / FFATA Reporting

ARTICLE XXXVI – EXECUTION, AUTHORITY, COUNTERPARTS, AND EFFECTIVE DATE

36.1 Authority for Execution

36.2 Counterparts and Electronic Signatures

36.3 Binding Effect

36.4 Effective Date; Notice to Proceed

SIGNATURES

PREAMBLE / RECITALS

Authority : 2 C.F.R. §§ 200.101(c), 200.317–200.327 ; §§ 166.021, 255.20, F.S.

This Construction Services Contract (“Contract”) is made and entered into upon final execution by the Parties, by and between the City of Milton, Florida (“City”), a political subdivision and municipal corporation of the State of Florida, located at 6738 Dixon Street, Milton, Florida 32570, and ___________________________________ (“Contractor”), a(n)

[entity type] organized under the laws of the State of Florida and authorized to do business in the

State of Florida, with its principal place of business at _________________________________, in connection with City of Milton Solicitation No. __________.

This Contract is funded, in whole or in part, with Federal financial assistance administered through the Florida Department of Commerce, under the Community Development Block Grant

(CDBG) Program, pursuant to Subgrant Agreement H2569, FLAIR Contract Number 23DB-N32

(the "Subgrant Agreement").

WHEREAS, the City procured this construction work by sealed bid consistent with § 255.20, F.S., applicable local procurement law, and Invitation to Bid (ITB) No. _________ (Exhibit Y);

WHEREAS, this Project is subject to all applicable requirements of the CDBG program, including:

• Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301–

5321) and 24 C.F.R. Part 570;

• Build America, Buy America Act (BABA) requirements (Pub. L. 117-58; 2 C.F.R. Part

184);

• Utilization of Minority- and Women-Owned Business Enterprises (M/WBEs) (Form SC-

66, § 9);

• Davis-Bacon and Related Acts (40 U.S.C. §§ 3141–3148; 29 C.F.R. Parts 1, 3, and 5);

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.);

• Equal Employment Opportunity (Executive Order 11246; Form SC-66, § 14; Appendix II to 2 C.F.R. Part 200);

• Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u; 24

C.F.R. Part 75);

• Age Discrimination in Employment Act of 1967 (29 U.S.C. § 623 et seq.);

• Title II of the Genetic Information Nondiscrimination Act of 2008 (42 U.S.C. § 2000ff et seq.);

• Anti-Lobbying Restrictions (31 U.S.C. § 1352; 2 C.F.R. Part 200, Appendix II(I));

• Environmental compliance requirements (Clean Air Act, 42 U.S.C. § 7401 et seq.;

Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Energy Policy and

Conservation Act, Pub. L. 94-163); and

• Other applicable federal requirements set forth in 2 C.F.R. Part 200, Appendix II, and 2

C.F.R. Part 180 (Debarment and Suspension).

WHEREAS, the Contractor is duly licensed, bonded, insured, and qualified to perform the work contemplated herein, and is not debarred, suspended, or otherwise excluded from participation in contracts involving Federal financial assistance, consistent with 2 C.F.R. Part 180;

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

Florida Constitution and § 166.021, F.S., by funding the construction and improvement of public infrastructure to promote public health, safety, and welfare;

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

DEFINITIONS AND INTERPRETATION

Authority : 2 C.F.R. §§ 200.1, 200.327; Appendix II to 2 C.F.R. Part 200; §§ 218.72(8), 255.077–255.078, F.S.

The defined terms and rules of interpretation set forth in this section apply throughout this

Contract and to all Exhibits and attachments incorporated herein, except where the context clearly requires otherwise.

A. GENERAL RULES OF INTERPRETATION

1. Capitalized terms used in this Contract shall have the meanings set forth in this Article unless expressly defined elsewhere.

2. Definitions shall apply uniformly throughout the Contract Documents unless the context clearly requires otherwise.

3. References to statutes, regulations, or codes shall include all amendments thereto.

4. In the event of conflict between a defined term and a definition imposed by applicable federal or state law, the legally controlling definition shall govern to the extent required by law.

B. DEFINED TERMS

1. “Amendment” means a written modification to this Contract executed by authorized representatives of both Parties, which alters the terms, conditions, or scope of the Contract.

2. “Application for Payment” means the Contractor’s written request for payment, submitted in accordance with this Contract and Exhibit D, including all required forms, certifications, and supporting documentation.

3. “Approved” or “Approval” means written acceptance by the City or its authorized representative, where required under this Contract. Approval does not relieve the Contractor of responsibility for compliance with the Contract Documents.

4. “Business Day” means any day other than a Saturday, Sunday, or legal holiday observed by the City of Milton.

5. “Calendar Day” means any day, including weekends and legal holidays, unless otherwise specified.

6. “Change Order” means a written instrument executed by the City and Contractor authorizing a change in the Work, Contract Price, Contract Time, or other Contract requirements in accordance with Article XXI.

7. “City” means the City of Milton, Florida, a municipal corporation and political subdivision of the State of Florida, and its authorized representatives.

8. “Contract” means this Construction Services Contract, including the Definitions and

Interpretations section, all Articles, Exhibits, attachments, and documents expressly incorporated herein, together with all approved Change Orders and Amendments, all as limited and controlled by Article IV (Order of Precedence) and Section 4.2 (Limited

Incorporation).

9. “Contract Documents” means the Contract, Exhibits A through Z, all attachments, approved Change Orders, approved Amendments, issued-for-construction drawings, technical specifications, and only those portions of other documents expressly incorporated pursuant to Article IV (Order of Precedence) and Section 4.2 (Limited Incorporation). All other documents, or portions thereof, not expressly incorporated are excluded and shall have no force or effect.

10. “Contract Price” means the total not-to-exceed compensation payable to the Contractor as stated in Section 8.2, as adjusted only by written Change Order or Amendment.

11. “Contract Time” or “Contract Times” means the time periods established in Article II for achieving Substantial Completion and Final Completion of the Work.

12. “Contractor” means the entity identified in the Contract executing the Work and its authorized representatives, employees, and permitted subcontractors.

13. “CDBG” means the Community Development Block Grant Program administered by the

U.S. Department of Housing and Urban Development and the Florida Department of

Commerce.

14. “Defective Work” means Work that is unsatisfactory, faulty, or deficient; does not conform to the Contract Documents; or does not meet applicable laws, codes, standards, or industry practices.

15. “Engineer” or “Engineer of Record" means the professional engineer identified in Article

I (Scope of Services), Section 1.3, acting as the City's authorized representative for technical review, inspection, and certification, within the limits stated in this Contract.

16. “Exhibits” means all documents attached to and incorporated into this Contract, identified as

Exhibits A through Z.

17. “Federal Requirements” means "Federal Requirements" means all applicable federal statutes, regulations, executive orders, and mandatory contract provisions governing the

Project and the CDBG program, including those cited in the respective Articles of this

Contract and in Exhibit B – Form SC-66, CDBG Supplemental Conditions, together with any successor, amending, or supplemental federal authority.

18. “Final Completion” means the point at which all Work, including punch-list items, closeout documentation, and contractual obligations, has been fully completed, inspected, and accepted in writing by the City.

19. “Force Majeure” means an event beyond the reasonable control of the affected Party, including but not limited to acts of God, natural disasters, war, terrorism, or governmental actions, which prevents timely performance despite reasonable efforts to mitigate.

20. “ITB” or “Invitation to Bid” means the City’s solicitation identified in the Contract and incorporated on a limited basis pursuant to Section 4.2.

21. “Liquidated Damages” means the agreed-upon daily amount specified in Section 2.3, representing a reasonable estimate of damages incurred by the City for delayed completion.

22. “Material Breach” means a failure to perform a contractual obligation that substantially defeats the purpose of the Contract or materially impairs the rights or benefits of the City, including violations identified as material within this Contract or under applicable law.

23. “Notice to Proceed” or “NTP” means the written authorization issued by the City directing the Contractor to commence Work, subject to all preconditions set forth in Section 2.1.

24. “Party” or “Parties” means the City and the Contractor, individually or collectively.

25. “Project” means the construction and infrastructure improvements described in Section 1.1 and Section 1.2, including all Work required to achieve a complete and operational result.

26. “Proper Invoice” has the meaning set forth in § 218.72(8), Florida Statutes, and includes all documentation required by this Contract for payment processing.

27. “Public Records” means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material made or received in connection with this Contract, as defined in Chapter 119, Florida Statutes.

28. “Retainage” means the portion of payment withheld from progress payments in accordance with §§ 255.077 and 255.078, Florida Statutes, and this Contract.

29. “Schedule of Values” or “SOV” means the itemized breakdown of the Contract Price submitted by the Contractor and approved by the City, used as the basis for progress payments.

30. “Subcontractor” means any person or entity that has a direct or indirect contract with the

Contractor to perform a portion of the Work.

31. “Subgrant Agreement” means the agreement between the City and the Florida Department of Commerce providing CDBG funding for the Project.

32. “Substantial Completion” means the stage in the progress of the Work when the Project is sufficiently complete, in accordance with the Contract Documents, so that the City can occupy or utilize the Project for its intended purpose.

33. “Supplier” means any person or entity providing materials, equipment, or services to the

Contractor or its subcontractors for incorporation into the Work.

34. “Work” means all labor, supervision, materials, equipment, tools, services, and incidentals necessary to complete the Project in accordance with the Contract Documents, whether expressly stated or reasonably inferable therefrom.

C. NO EXPANSION OF OBLIGATIONS

Definitions provided in this Article are for clarification and interpretation only and shall not be construed to expand, modify, or limit the scope of Work, risk allocation, or obligations of the Parties beyond those expressly stated in this Contract.

D. FLOW-DOWN REQUIREMENT

Where applicable, defined terms and their associated obligations shall be incorporated into all subcontracts and lower-tier agreements to the extent required by this Contract and applicable law.

ARTICLE I – SCOPE OF SERVICES

Authority : 2 C.F.R. § 200.327; 2 C.F.R. Part 200, Appendix II ; Ch. 255, F.S., § 255.20, F.S.

1.1 WORK

a. The Contractor shall furnish and perform all labor, supervision, materials, equipment, tools, services, and incidentals necessary to complete the City of Milton Infrastructure

Improvement Project (the "Project") in accordance with the Contract Documents and all applicable Federal, State, and local laws, regulations, permits, and codes.

b. The Work shall result in a complete, operational, and fully functional improvement and shall include all items reasonably necessary to achieve that result, whether or not every such item is expressly identified. The scope of the Work is further described in the technical specifications, drawings, and scope-related materials included in Exhibit A –Technical

Specifications, and Exhibit Y – ITB No. __________, as incorporated and limited pursuant to Section 4.2 of this Contract, together with the remaining Contract Documents.

c. This Contract is funded in whole or in part by the Community Development Block Grant

(CDBG) Program. Compliance with 2 C.F.R. § 200.327, 2 C.F.R. Part 200, Appendix II, and

Exhibit B – Form SC-66, CDBG Supplemental Conditions, including applicable Build

America, Buy America (BABA) and Davis-Bacon requirements, is a mandatory condition of performance, payment, and continued eligibility under this Contract.

1.2 PROJECT DESCRIPTION

a. The Project consists of infrastructure improvements within two service areas within the City of Milton, funded under CDBG Subgrant Agreement H2569 to benefit Low-to-Moderate

Income residents.

1. CDBG Service Area 1 – Broad Street and Quinn Street:

Approximately 1,381 linear feet (LF) of stormwater improvements, 573 linear feet

(LF) of water line replacement, and 4,872 square yards (SY) of street resurfacing on

Broad Street from the bridge located between Madison and Monroe Streets north to the intersection of Broad Street and Quinn Street, and approximately 1,485 linear feet

(LF) of street rebuild on Quinn Street to the intersection of Broad Street East. This service area will benefit 57 persons, of which approximately 46 persons, or 80.70%, are Low-to-Moderate Income.

2. CDBG Service Area 2 – Okaloosa Street:

Approximately 3,236 square yards (SY) of street resurfacing and 240 linear feet (LF) of drainage improvements from the intersection of North Avenue South to Okaloosa

Street and Munson Highway. This service area will benefit approximately 26 persons, of which approximately 22 persons, or 84.62%, are Low-to-Moderate Income.

b. For bidding, pricing, accounting, and progress-payment purposes, the Work is divided into three separate Schedules of Values: Broad Street, Quinn Street, and Okaloosa

Street. The use of separate Schedules of Values does not modify the CDBG service-area determinations, approved grant scope, national-objective documentation, or Low-to-

Moderate Income benefit calculations applicable to the Project.

c. All project activities meet the Benefit to Low-to-Moderate Income Persons national objective under 24 C.F.R. § 570.208. The scope is further described in the technical specifications and drawings included in Exhibit A –Technical Specifications and Exhibit Y – ITB No.

________, as incorporated and limited pursuant to Section 4.2 of this Contract.

1.3 ENGINEER

a. Kenneth Horne & Associates, Inc. (KHA) Civil Engineers, Inc. (the “Engineer”) is the City's authorized representative for technical oversight, review, and certification matters identified in the Contract Documents.

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

c. To maintain compliance with 2 CFR 200.319(b) and applicable Florida procurement law, no firm involved in preparing the design, plans, or bid specifications for this Project may perform construction Work under this Contract.

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

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

1.4 INDEPENDENT CONTRACTOR

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

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

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

d. The Contractor is not a recipient or subrecipient of CDBG funds. This Contract is a procurement contract for construction services, and the Contractor’s rights and obligations arise solely under this Contract and applicable law.

ARTICLE II – TERM, COMMENCEMENT, AND CONTRACT TIMES

Authority : Ch. 255, F.S. ; Appendix II to 2 C.F.R. Part 200

2.1 TERM & COMMENCEMENT

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

b. The Contract Times shall commence on the date stated in the City's Notice to Proceed (NTP).

The NTP shall not be issued, and the Contractor shall not mobilize or begin any on-site work, until the City has satisfied all of the following preconditions:

1. The Florida Department of Commerce has issued an Authority to Use Grant Funds

(Form HUD-7015.16) authorizing commencement of construction. Construction may not begin under any circumstances prior to the City's receipt of this authorization;

2. The Florida Department of Commerce has provided written acceptance of the engineering specifications, construction plans, and bid documents;

3. All required procurement documentation has been submitted to and approved by the

Florida Department of Commerce, including bid advertisement affidavit, bid tabulation, engineer's recommendation to award, bid bond, and all required CDBG forms;

4. The Contractor has provided verified, active insurance, bonds, and all certifications required by this Contract and the CDBG Supplemental Conditions (Form SC-66); and

5. All required CDBG contractor forms identified in this Contract have been executed and submitted.

c. No mobilization or on-site work shall begin prior to issuance of the NTP. Commencement of construction before the City receives the Authority to Use Grant Funds (Form HUD-7015.16) will render all construction costs ineligible for CDBG reimbursement.

2.2 CONTRACT TIMES

a. Substantial Completion. The Contractor shall achieve Substantial Completion of the Work, meaning the Project is sufficiently complete in accordance with the Contract Documents so that the City can occupy or utilize the Project for its intended purpose, within 335 calendar days from the Contract Time commencement.

b. Final Completion. The Contractor shall achieve Final Completion and be ready for final payment within 365 calendar days from Contract Time commencement, subject to inspection and written certification of completion by the Engineer.

c. All Contract Times include time for CDBG-required inspections, certifications, and close-out documentation. Extensions shall be made only by approved Change Order executed in writing by both Parties and, where required, with concurrence of the Florida Department of

Commerce

d. Progress toward Substantial and Final Completion shall be measured and verified in accordance with the approved Schedule of Values – Exhibit C, and the Application for

Payment requirements set forth in Exhibit D – Application For Payment and Invoice

Requirements.

2.3 TIME OF THE ESSENCE; LIQUIDATED DAMAGES

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

b. The City and the Contractor acknowledge that the City will sustain damages if the Work is not completed within the Contract Times, and that the actual amount of such damages would be difficult or impossible to determine accurately. Accordingly, the Contractor agrees that the

City may assess liquidated damages, and not as a penalty, in the amounts set forth below, as a reasonable estimate of the damages the City will incur for delayed completion:

i. Substantial Completion. For each calendar day that Substantial Completion extends beyond the time established in Section 2.2(a), as adjusted by approved Change Order, the sum of $500.00 per calendar day, until Substantial Completion is achieved; and

ii. Final Completion. For each calendar day that Final Completion extends beyond the time established in Section 2.2(b), as adjusted by approved Change Order, the sum of

$500.00 per calendar day, until Final Completion is achieved.

c. Liquidated damages for Substantial Completion and liquidated damages for Final

Completion shall not be assessed concurrently. Liquidated damages assessed under Section

2.3(b)(1) shall cease upon the date Substantial Completion is achieved, and liquidated damages under Section 2.3(b)(2), if any, shall accrue only for the period after the Final

Completion deadline established in Section 2.2(b). In no event shall the Contractor be assessed liquidated damages under both Section 2.3(b)(1) and Section 2.3(b)(2) for the same calendar day.

d. Liquidated damages are enforceable under Appendix II(A) to 2 C.F.R. Part 200, and may be withheld from payments then or thereafter due to the Contractor or recovered from performance bond proceeds in accordance with § 255.05, F.S.

2.4 RENEWALS AND EXTENSIONS

a. This Contract is not subject to automatic renewal.

b. Any extension of the Contract Term or Contract Times must be expressly authorized in writing by both Parties and, where required, concurred in by the Florida Department of

Commerce under the CDBG Program, consistent with § 255, F.S.

c. Extensions may be granted only for excusable delays, approved Change Orders, or force-majeure events in accordance with § 255, F.S., and the CDBG Supplemental Conditions

(Form SC-66).

ARTICLE III – FEDERAL AND CDBG REQUIREMENTS

Authority : 2 C.F.R. Part 200, Appendix II ; CDBG Supplemental Conditions (Form SC-66) ; Ch. 255, F.S.

To the extent any provision of this Contract summarizes or references federal or CDBG requirements, such provisions are intended for administrative convenience only and shall not be interpreted to alter, limit, or supersede the requirements set forth in Exhibit B.

a. Incorporation of Federal Requirements. This Contract is funded in whole or in part with federal financial assistance and is subject to all applicable federal statutes, regulations, and mandatory contract provisions, including Appendix II to 2 C.F.R. Part 200.

b. Incorporation of CDBG Supplemental Conditions. Exhibit B – Form SC-66, CDBG

Supplemental Conditions is incorporated into this Contract and made a material part hereof.

In the event of any conflict between this Contract and Exhibit B, Exhibit B shall govern to the extent required by law, except as provided in the immediately following subsection.

c. Project-Specific Enhancements. Where any provision of this Contract imposes a record-retention, access, reporting, or compliance obligation that is broader, longer, or more stringent than the corresponding provision in Exhibit B, the provision in this Contract shall control as a project-specific enhancement and shall not be deemed to conflict with Exhibit B.

d. Flow-Down Requirement. The Contractor shall include all applicable federal and CDBG requirements in all subcontracts and lower-tier agreements.

e. Material Condition of Performance. Compliance with all federal and CDBG requirements is a material condition of this Contract. Failure to comply may result in withholding of payment, suspension, termination, or other remedies available under this Contract and applicable law.

ARTICLE IV – ORDER OF PRECEDENCE

Authority : 2 C.F.R. §200.327 ; 2 C.F.R. Part 200, Appendix II ; § 255, F.S. ; Form SC-66)

4.1 ORDER OF PRECEDENCE

a. In the event of any inconsistency or conflict among this Contract’s governing documents, the following order of precedence shall apply, in descending order of control:

1. Applicable federal laws, regulations, and mandatory federal contract provisions expressly required in this Contract as a condition of CDBG funding;

2. Form SC-66, CDBG Supplemental Conditions (Exhibit B);

3. Applicable Florida law and other mandatory state requirements expressly applicable to this Contract;

4. This Contract (Articles I–XXXVI), including approved Change Orders and approved Amendments;

5. Exhibits A through Z, and all attachments incorporated into this Contract;

provided, however, that Exhibit Y – ITB No. ____ and Exhibit Z – Contractor’s Bid are incorporated only to the limited extent expressly provided in Section 4.2;

6. Approved Issued-for-Construction Drawings and Technical Specifications.

b. Compliance with applicable Federal and CDBG requirements incorporated into this Contract is a material condition of performance and payment.

c. If any provision of the Contract Documents conflicts with a mandatory federal or CDBG requirement applicable to this Project, the mandatory federal or CDBG requirement shall control to the extent of the conflict.

d. This order of precedence is reaffirmed in Article XXXVI.

4.2 LIMITED INCORPORATION OF PROCUREMENT DOCUMENTS

a. Invitation to Bid – ITB No. _______ (Exhibit Y)

The City's ITB No. _______, set forth in Exhibit Y, is incorporated into this Contract solely and exclusively for the following limited purposes:

1. Technical Specifications and Scope of Work.

The Project's technical and performance requirements, including the scope of work, technical specifications, plans, drawings, details, schedules, and other engineering or technical data necessary to describe the Work; and

2. Insurance Requirements.

The insurance requirements set forth in Exhibit Y (Terms and Conditions, § B – Insurance). All other procurement, administrative, procedural, commercial, legal, or bid-specific provisions of the ITB are expressly excluded and shall have no force or effect unless expressly restated in this Contract. For the avoidance of doubt, and notwithstanding any other provision of this Section 4.2, the insurance requirements set forth in Exhibit Y (Terms and Conditions, § B – Insurance) are incorporated into this Contract and given full force and effect as provided in Article

VII (Insurance and Risk Management).

b. Contractor’s Bid (Exhibit Z)

The Contractor’s Bid, attached as Exhibit Z, is incorporated into this Contract solely and exclusively for the following limited purposes:

1. Establishing Pricing. To establish the Contract Price and any unit prices, lump sum amounts, or pricing components expressly accepted by the City and incorporated into

Exhibit C – Schedule of Values or otherwise expressly stated in this Contract; and

2. Incorporation of Certifications and Affidavits. To incorporate the compliance certifications and affidavits submitted with the Contractor’s Bid, including: Anti-

Human Trafficking Compliance Affidavit; Certification Regarding Debarment, Suspension, and Other Responsibility Matters; Certification Regarding

Nondiscrimination; Conflict-of-Interest Certification; Drug-Free Workplace

Certification; Equal Employment Opportunity Certification; E-Verify Compliance

Certification; Non-Collusion Affidavit; Prompt Payment Compliance Certification;

Public Entity Crimes Affidavit; and Scrutinized Companies Certification.

i. Except for the pricing and certifications and affidavits expressly identified above, the Contractor's Bid, including all narratives, assumptions, qualifications, exclusions, clarifications, staffing representations, schedules, means and methods, or other statements, is expressly excluded and shall have no force or effect and shall not be used to interpret, expand, supplement, or modify the scope of Work, Contract Price, Contract Times, risk allocation, or any obligation of the Parties.

ii. All certifications and affidavits incorporated pursuant to this Section are material representations of the Contractor upon which the City relied in awarding this Contract and in maintaining compliance with applicable law.

Such certifications and affidavits shall remain true, accurate, and complete throughout the term of this Contract. Any false statement, misrepresentation, omission, or failure to comply with such certifications or applicable law shall constitute a material breach of this Contract and may result in termination, suspension, withholding of payment, or other remedies available under this Contract and applicable law.

iii. The Contractor shall ensure that all required certifications applicable to subcontractors are obtained and maintained as required elsewhere in this

Contract.

c. No Expansion of Scope or Obligations.

No Expansion of Scope or Obligations. Neither the ITB nor the Contractor's bid shall be construed to expand the scope of the Work, alter risk allocation, or modify the rights or obligations of the Parties beyond those expressly set forth in this Contract.

4.3 DUTY TO IDENTIFY CONFLICTS

a. The Contractor shall promptly notify the City and the Engineer in writing, in accordance with

Article XXIX (Notice and Communication), of any conflict, inconsistency, or ambiguity discovered in the Contract Documents or governing authorities before proceeding with the affected Work.

b. The notice shall identify the specific provision(s) in question and cite the relevant Federal or

CDBG authority, enabling the City to seek Florida Department of Commerce concurrence if necessary.

c. Failure to provide such notice constitutes a waiver of claims arising from such conflict.

ARTICLE V – CONTRACTOR INTEGRITY AND RESPONSIBILITY

Authority : §§ 287.133, 287.057, 287.135, 448.095, F.S. ; Ch. 112, Part III, F.S. ; Appendix II to 2 C.F.R. Part 200 ;

2 C.F.R. Parts 25, 180 ; CDBG Supplemental Conditions (Form SC-66)

The Contractor affirms that integrity, independence, and responsibility are fundamental obligations under this Contract and certifies compliance with the following Federal and State requirements. Each certification constitutes a material representation of fact upon which the

City's award and continued receipt of federal funding rely. The Contractor shall flow these requirements down to all subcontractors and lower-tier entities.

5.1 E-VERIFY COMPLIANCE

a. The Contractor shall comply with § 448.095, Florida Statutes, and shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees as required by law. The City shall not enter into or maintain this Contract unless each party to the Contract complies with § 448.095, Florida Statutes.

b. The Contractor shall require each subcontractor performing Work under this Contract to register with and use the E-Verify system in accordance with § 448.095, Florida Statutes, and shall not permit a subcontractor to perform Work unless the subcontractor has provided the

Contractor the certification or other documentation of compliance required by law or by the

City.

c. Upon request, the Contractor shall provide to the City any documentation the Contractor is required by law to maintain or provide regarding its E-Verify compliance and the compliance of its subcontractors. If the E-Verify system is unavailable within the period prescribed by law, the Contractor shall comply with the alternative verification and documentation requirements of § 448.095, Florida Statutes.

d. A breach of this Section 5.1 shall be deemed a material breach of this Contract and may result in termination, suspension, withholding of payment, or other remedies permitted by this Contract and applicable law, subject to § 448.095, Florida Statutes. These obligations are further acknowledged and certified in Exhibit E – E-Verify Certification.

5.2 SUSPENSION AND DEBARMENT

a. The Contractor certifies compliance with debarment and registration requirements as set forth in Exhibit F – Form SC-37, Certification Regarding Debarment, Suspension, and

Other Responsibility Matters, and 2 C.F.R. Part 180.

b. Verification of eligibility via SAM.gov is required for all subcontractors and suppliers before award.

5.3 PUBLIC ENTITY CRIMES

a. The Contractor certifies compliance with Public Entity Crimes requirements as set forth in

Exhibit G – Public Entity Crimes Certification.

b. Violation constitutes grounds for termination.

5.4 NON-COLLUSION

The Contractor affirms the Non-Collusion Affidavit set forth in Exhibit H, certifying that its bid was made independently and without collusion, consultation, or agreement with any other bidder or competitor for the purpose of restricting competition. These obligations are consistent with the open and free competition requirements of 2 C.F.R. § 200.319 and the CDBG Supplemental

Conditions (Form SC-66).

5.5 CONFLICTS-OF-INTEREST

a. The Contractor shall submit and maintain Exhibit I – Conflict-of-Interest Disclosure and

Certification, in accordance with 24 C.F.R. § 570.611.

b. Contractor must update if circumstances change.

c. Violation constitutes grounds for termination.

d. CDBG Post-Tenure Prohibition. The Contractor shall comply with the conflict-of-interest restrictions set forth in Exhibit B – Form SC-66, CDBG Supplemental Conditions, § 8, including the prohibition on any officer, employee, designee, agent, governing-body member, or other public official of the City who exercises any function or responsibility with respect to this Contract from holding any direct or indirect interest in this Contract or any subcontract during their tenure or for one year thereafter. The Contractor shall incorporate this prohibition in all subcontracts entered into under this Contract.

5.6 SCRUTINIZED COMPANIES

a. The Contractor certifies compliance, as set forth in Exhibit J – Scrutinized Companies

Certification, that it is not on any Scrutinized Companies List (§§ 287.135, 215.473 F.S.)

and shall recertify annually.

b. Violation constitutes grounds for termination.

5.7 PROHIBITION ON HUMAN TRAFFICKING

a. Prohibition. The Contractor shall not engage in, facilitate, or knowingly benefit from any act constituting human trafficking, as defined in § 787.06, F.S., and 22 U.S.C. § 7102, in connection with this Contract. This prohibition extends to the Contractor's employees, agents, subcontractors, suppliers, and lower-tier entities at any tier.

b. Mandatory Reporting. The Contractor shall immediately notify the City and, where required by 2 C.F.R. § 175.105(a)(2), the Office of Inspector General of the federal awarding agency, of any credible information alleging conduct prohibited by this Section. The

Contractor shall comply with the public-awareness posting requirements of § 787.06(13), F.S., where applicable.

c. Certification and Flow-Down. The Contractor shall execute the Anti-Human Trafficking

Compliance Affidavit attached as Exhibit T, which governs the Contractor's compliance, certification, recertification, posting, and flow-down obligations and is incorporated herein by reference. The Contractor shall include the substance of this Section in all subcontracts and lower-tier agreements at any tier.

d. Material Breach. Violation of this Section or Exhibit T constitutes a material breach and grounds for immediate termination for cause under Article XXVIII, §28.3, without a cure period and notwithstanding any other notice or cure provision in this Contract or in Exhibit

B – Form SC-66, CDBG Supplemental Conditions, § 1.

5.8 MATERIAL BREACH

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

b. Such breach may subject the Contractor to any remedies available under this Contract, applicable law, and applicable Federal or State enforcement authorities.

c. The City may report the violation to the Florida Department of Commerce and the Federal

Awarding Agency in accordance with 2 C.F.R. § 200.341.

5.9 FALSE STATEMENTS AND CERTIFICATIONS

a. The Contractor acknowledges that false, fictitious, or fraudulent statements or representations may be grounds for suspension or debarment under 2 C.F.R. Part 180 and may subject the

Contractor to criminal prosecution under 18 U.S.C. § 1001.

b. Each certification herein is made under penalty of perjury and is a material inducement to

Contract award.

5.10 ETHICAL CONDUCT

a. The Contractor shall conduct itself with the highest degree of integrity and in full compliance with all applicable Federal and State ethics requirements and the City's adopted procurement policies.

b. The Contractor shall immediately report any suspected misconduct, improper influence, or prohibited activities in connection with this Contract to the City.

5.11 SUBCONTRACTOR QUALIFICATION AND APPROVAL

a. Prior Approval Required. The Contractor shall obtain the City's prior written approval of each proposed subcontractor before engaging the subcontractor to perform Work. Each approval request shall include the subcontractor's name, scope of Work, license number(s), and a written representation that the subcontractor is not debarred, suspended, or otherwise ineligible under 2 C.F.R. Part 180, verified through SAM.gov. The Contractor shall not substitute an approved subcontractor without the City's prior written approval, and no substitution shall reduce documented M/WBE participation without the City's prior written consent. The City shall respond within ten (10) business days of a complete submission.

b. Grounds for Disapproval. The City may withhold approval if the proposed subcontractor:

i. Is debarred, suspended, or proposed for debarment under 2 C.F.R. Part 180;

ii. Is on the Florida convicted vendor list under § 287.133, F.S.;

iii. Lacks required licenses or certifications;

iv. Has been found in violation of 24 C.F.R. Part 75; or

v. Fails any other qualification required by this Contract or applicable law.

Approval is not a warranty of the subcontractor's performance or qualifications.

c. CDBG Subcontractor Forms. Before any subcontractor commences Work, the Contractor shall ensure that Forms SC-38, SC-53, and SC-54 (if applicable) are completed and delivered to the City consistent with §36.5.

d. No Privity; Contractor Remains Responsible. Approval of a subcontractor does not create any contractual relationship between the City and the subcontractor, does not relieve the

Contractor of full responsibility for the subcontractor's performance and compliance, and does not limit the City's right to direct removal of a subcontractor for cause. The Contractor shall remove any subcontractor from the Project upon the City's written direction if the subcontractor becomes debarred, suspended, or ineligible, or materially fails to comply with this Contract. The Contractor shall not be entitled to additional time or compensation as a result of such removal.

ARTICLE VI – ANTI-LOBBYING

Authority : §§ 11.062, 216.347, F.S. ; 31 U.S.C. § 1352 ; 2 C.F.R. Part 200, App. II(I) ; 2 C.F.R. §§ 200.415, 200.450

6.1 FEDERAL & STATE LOBBYING PROHIBITION

a. The Contractor shall comply with all Federal and State lobbying restrictions, including 31

U.S.C. § 1352; 2 C.F.R. Part 200, Appendix II(I); and §§ 11.062 and 216.347, F.S.

b. Consistent with §§ 11.062 and 216.347, F.S., State-appropriated funds shall not be used for unauthorized lobbying or public-relations expenditures.

c. Lobbying costs are unallowable under 2 C.F.R. § 200.450 except as expressly permitted therein.

6.2 CERTIFICATIONS AND DISCLOSURES

a. The Contractor certifies that no Federal-appropriated funds have been or will be used for lobbying and shall execute the Certification Regarding Lobbying, incorporated herein by reference as Exhibit K, in accordance with 31 U.S.C. § 1352 and 2 C.F.R. Part 200, Appendix II(I).

b. If any non-Federal funds are used for lobbying, the Contractor shall complete and file the

Disclosure of Lobbying Activities, incorporated herein by reference as Exhibit L, as required by 31 U.S.C. § 1352 and 2 C.F.R. Part 200, Appendix II(I), and shall update such disclosure upon any material change.

(Exhibit L is only required if the Contractor uses any non-federal funds for lobbying).

6.3 FLOW-DOWN AND RECORDS

a. These requirements shall flow to all subcontracts at any tier.

b. The Contractor shall retain related records per Article IX (Public Records and Retention).

6.4 NON-COMPLIANCE

Non-compliance constitutes a material breach of this Contract and may result in termination for cause, or other remedies authorized under 2 C.F.R. §§ 200.339–200.342, 31 U.S.C. § 1352(c)(3), and applicable Florida law.

ARTICLE VII – INSURANCE AND RISK MANAGEMENT

Authority : §§ 725.06, 440 F.S. ; § 768.28(5) F.S. (as applicable) ; 2 C.F.R. §§ 200.310

7.1 INSURANCE REQUIREMENTS

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

Contract, the insurance coverages and limits set forth in Exhibit Y – ITB No. ________

(Terms and Conditions, B. Insurance), attached hereto and incorporated by reference), and provide certificates and required endorsements before commencing Work and upon renewal or modification.

b. Insurers shall be authorized to do business in Florida and rated at least A-, Class VII, by A.M.

Best (or equivalent).

7.2 STATUTORY COMPLIANCE

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

b. Nothing in this Article waives the City's sovereign immunity or extends the City's liability, which are governed by Article XVIII (Sovereign Immunity and Limitation of Liability) and §

768.28, F.S.

7.3 INDEMNIFICATION AND LIMITS OF LIABILITY

a. Indemnification. To the fullest extent permitted by law, and subject to the monetary limitation set forth in Section 7.3(c), the Contractor shall indemnify, defend, and hold harmless the City of Milton, Florida, and its elected and appointed officials, officers, employees, agents, and volunteers, and the Engineer (collectively, the "Indemnified Parties"), from and against any and all claims, actions, suits, damages, losses, liabilities, fines, penalties, costs, and expenses arising out of, relating to, or resulting from any negligent, reckless, or intentionally wrongful act, error, or omission, or any breach of this Contract, by the Contractor or any subcontractor, supplier, or other person or entity for whose acts the

Contractor may be liable, in connection with the performance of or failure to perform the

Work, including any such claim caused in part by an Indemnified Party. The Contractor's obligation to defend is independent of and broader than its obligation to indemnify and arises upon written tender of a claim.