City of Casselberry | Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707

Phone: 407-262-7700, Ext. 1142 | procurement@casselberry.org

RFP-2026-1467 GROUNDS MAINTENANCE SERVICES LIFT STATIONS AND WATER PLANTS

AGREEMENT

PF-405 7/2026 1

THIS AGREEMENT (the “Agreement”) is made this ____ day of ___________________, 2026 by and between the CITY OF CASSELBERRY, a Florida municipal corporation located at 95 Triplet Lake Drive, Casselberry, Florida 32707 (“CITY”) and <INSERT FULL NAME AND ADDRESS WITH NO ABBREVIATIONS> (“Contractor”) (collectively, the “Parties”).

W I T N E S S E T H:

WHEREAS, the CITY is a municipal corporation existing under the State of Florida, and in the conduct of business, desires to obtain all materials, service, equipment, and labor for Grounds Maintenance Services for Lift Stations and Water Plants; and

WHEREAS, CONTRACTOR is an active for profit [corporation/limited liability company/entity] incorporated in the state of Florida duly licensed and existing under the laws of the State of Florida, experienced in the foregoing, and agrees to perform these services for the CITY under the terms and conditions set forth in this Agreement; and

WHEREAS, the CITY has competitively solicited for Grounds Maintenance Services for Lift Stations and Water Plants pursuant to RFP-2026-1467 which is incorporated herein by this reference; and

WHEREAS, the CONTRACTOR has exhibited by its response to the CITY’s solicitation that it is capable of providing the required services, and the Contractor’s response to the City’s solicitation is incorporated herein by this reference; and

WHEREAS, the City and Contractor are bound by the terms and conditions of this Agreement, the terms and conditions of the City’s solicitation RFP-2026-1467, and the terms and conditions of the Contractor’s response to the City’s solicitation; and

WHEREAS, the Parties hereto have agreed to the terms and conditions cited herein based on said solicitation.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows:

SECTION 1 TERM

The term of this Agreement shall begin on February 1, 2027 (the “Effective Date”) and shall continue through January 31, 2030, and may be renewed for two (2) additional one (1) year terms when in the best interest of the CITY. Work to be provided under the Agreement will be authorized through the issuance of a Purchase Order.

SECTION 2 SCOPE OF SERVICES

The CONTRACTOR shall furnish all necessary labor, materials, and equipment to complete the services set forth in Exhibit “A” which is attached hereto and incorporated herein. CONTRACTOR shall also be bound by all requirements as contained in the City’s solicitation package for RFP-2026-1467 and all addenda thereto, which is incorporated herein by this reference.

mailto:procurement@casselberry.org

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SECTION 3 OBLIGATIONS OF THE CONTRACTOR

Obligations of the CONTRACTOR shall include, but not be limited to, the following:

A. The CONTRACTOR shall provide and pay for all labor, tools, materials, permits, equipment, transportation, supervision, and any and all other items or services, of any type whatsoever, that are necessary to fully complete and deliver the services to be provided under this Agreement.

B. The CONTRACTOR shall not have the authority to create, or cause to be filed, any liens for labor and/or materials on, or against, the CITY, or any property owned by the CITY. Such lien, attachment, or encumbrance, until it is removed, shall preclude any and all claims or demands for any payment expected by virtue of this Agreement.

C. The CONTRACTOR shall ensure that all its employees, agents, sub-contractors, representatives, volunteers, associates, fully comply with all of the terms and conditions set herein, when providing services to and for the CITY in accordance herewith.

D. The CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, safety programs, and procedures necessary to properly and fully complete the work set forth in the Scope of Services.

E. The CONTRACTOR shall maintain adequate and competent staff and shall ensure that the Contractor remains authorized to do business within the State of Florida.

SECTION 4 INVOICES

A. The Contractor shall submit invoices for work completed to the City’s Finance Department at Attn:

Accounts Payable, City of Casselberry, 95 Triplet Lake Drive, Casselberry, Florida 32707 or ap@casselberry.org. Invoices shall not be submitted more than once monthly.

B. Invoices shall include the Project Number, Purchase Order Number, and a detailed description of tasks completed with man-hours, equipment, and materials expended during the project. All services provided to the City must be described upon the invoice with sufficient clarity for the City to easily identify and confirm the Services having been provided. All invoice entries shall clearly indicate the type of Service being rendered, identify the Contractor’s employee who rendered such service, and note the appropriate charge and hourly rate if applicable. By submitting each invoice, the CONTRACTOR certifies, to the best of its knowledge and belief, that the amounts requested are made in good faith and are a true and accurate accounting of the work performed and materials supplied.

C. The City’s Project Manager will review each invoice for satisfactory completion of work.

D. If an invoice is not acceptable, the City’s Project Manager shall, within ten (10) calendar days after receipt and prior to acceptance and processing, provide a clear statement regarding any portions of the invoice that are unacceptable. The burden for payment justification shall be on the Contractor.

E. Payments shall be due and payable as provided by the Florida Local Government Prompt Payment Act

s. 218.70 et. seq., Florida Statutes.

mailto:ap@casselberry.org

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SECTION 5 COMPENSATION

A. The CONTRACTOR agrees that the amount to be paid under this Agreement for services rendered will not exceed <INSERT WRITTEN WORDS> and <XX>/100 Dollars (<INSERT NUMERICAL AMOUNT IN PARENTHESES>) annually, for a total amount of <INSERT WRITTEN WORDS> and <XX>/100 Dollars (<INSERT NUMERICAL AMOUNT IN PARENTHESES>) for the term of this Agreement, in accordance with the price proposal set forth in Exhibit “B,” which is attached hereto and made a binding part hereof.

This amount is the maximum payable and constitutes a limitation upon the City’s obligation to compensate CONTRACTOR for all services rendered.

B. In conjunction with the agreement, a Purchase Order will be established by the City prior to the start of any project, service, or work by the Contractor.

C. Services to be performed in accordance with this Agreement are subject to the fiscal year appropriation of funds by the CITY. In its sole discretion, the CITY reserves the right to forego use of the CONTRACTOR for any project which may fall within the Scope of Services listed herein. In the event the CITY is not satisfied with the services provided by the CONTRACTOR, the CITY will hold any amounts due until such time as the CONTRACTOR has appropriately addressed the problem.

D. CONTRACTOR shall not invoice the CITY or seek any compensation from the CITY to correct or revise any errors or deficiencies in Services provided under this Agreement. To the extent the CONTRACTOR owes the City any money under this or any other Agreement with the City, the City shall have the right to withhold payment and otherwise back charge CONTRACTOR for any money owed to City by

CONTRACTOR.

SECTION 6 WARRANTY

CONTRACTOR warrants that the Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of ninety days (90) from the completion of the applicable Services (the “Warranty Period”). If during the Warranty Period, the Contractor receives written notice from City of breach of warranty, the CONTRACTOR will, at its sole expense, promptly re-perform any Services that fail to meet this limited warranty or refund to the CITY the fees paid for the non-conforming Services at the CITY’s option.

SECTION 7 APPLICABLE LICENSING

The CONTRACTOR, at its sole expense, shall obtain and maintain all required federal, state, and local licenses, occupational and otherwise, required to successfully provide the services set forth herein.

SECTION 8 STANDARD OF CARE

The CONTRACTOR represents that all personnel employed or subcontracted by the Contractor possess all necessary training, experience, licenses and permits to perform the Services, and that its performance of the Services will conform to the standard of practice of a professional that specializes in performing professional services of like nature and complexity of the Services. By executing this Agreement, the CONTRACTOR agrees to perform the services requested in an efficient manner, consistent with the CITY’s stated Scope of Services and industry standards.

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SECTION 9 TERMINATION FOR CONVENIENCE

The CITY may terminate this Agreement in whole or in part for any reason, with or without cause and without penalty, by giving the Contractor thirty (30) days advance written notice of the termination of this Agreement.

SECTION 10 DEFAULT BY CONTRACTOR AND CITY’S REMEDIES

In the event of a default by CONTRACTOR, the CITY shall have the right to exercise any remedy the CITY may have by operation of law, without limitation, and without any further demand or notice.

SECTION 11 BANKRUPTCY OR INSOLVENCY

If the CONTRACTOR files a Petition in Bankruptcy, or if the same is adjudged bankrupt or insolvent by any Court, or if a receiver of the property of the CONTRACTOR is appointed in any proceeding brought by or against the CONTRACTOR, or if the CONTRACTOR makes an assignment for the benefit of creditors, or proceedings are commenced on or against the CONTRACTOR’s operations, the CITY may terminate this Agreement immediately notwithstanding the notice requirements as provided herein.

SECTION 12 PAYMENT WHEN SERVICES ARE TERMINATED

A. In the event of termination of this Agreement by the CITY for convenience, the CITY shall compensate the CONTRACTOR for all services satisfactorily performed prior to the effective date of termination.

B. In the event of termination of this Agreement due to the fault of the CONTRACTOR, the CITY shall compensate the CONTRACTOR for all services satisfactorily completed, prior to the effective date of termination, which have resulted in a usable product, or otherwise tangible benefit to the CITY the determination of which is at the CITY’s sole discretion. All such payments shall be subject to an off-set for, and CONTRACTOR shall be liable for, any damages incurred by the CITY resulting from any delay occasioned by early termination and all costs incurred by the CITY securing a replacement contract, including but not limited to, any increased costs for the same services and rebidding costs. This provision shall in no way be construed as the sole remedy available to the CITY in the event of breach by the CONTRACTOR. A final accounting of all monies owed or due will be completed upon termination and any actions necessary to ensure proper payment under this Agreement shall be processed accordingly by both parties.

SECTION 13 INSURANCE

A. The CONTRACTOR shall maintain the following types of insurance, with the respective limits, and shall provide proof of same to the CITY, in the form of a Certificate of Insurance prior to the start of any work hereunder:

Automobile combined single limit or $1,000,000.00

a) Automobile Bodily Injury and $500,000.00

b) Automobile Property Damage $500,000.00 Umbrella / Excess Liability

a) Liability each occurrence $1,000,000.00

b) Aggregate combined limit (policy year) $1,000,000.00 Commercial General Liability

a) Each Occurrence $1,000,000.00

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b) Medical Expense (Any one Person) $5,000.00

c) Personal & Adv. Injury $1,000,000.00

d) General Aggregate $2,000,000.00

e) Products – Comp/OP AGG $1,000,000.00 Professional Liability (errors and omissions) $1,000,000.00 Worker’s Compensation Amount as required by law Employer’s Liability Insurance $1,000,000.00

WORKERS’ COMPENSATION: Employers’ liability insurance which covers the statutory obligation for all persons engaged in the performance of the work required hereunder with limits not less than $1,000,000.00 per occurrence. Evidence of qualified self-insurance status will suffice for this subsection.

The CONTRACTOR understands and acknowledges that it shall be solely responsible for any and all medical and liability costs associated with an injury to itself and/or to its employees, sub-contractors, volunteers, and the like, including the costs to defend the CITY in the event of litigation against same.

LOSS DEDUCTIBLE CLAUSE: The City shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the successful Contractor and/or subcontractor providing such insurance.

B. The CONTRACTOR shall name the “City of Casselberry” as an additional insured, to the extent of the services to be provided hereunder, on all required insurance policies, and provide the CITY with proof of same, except for professional liability and worker’s compensation policies.

C. All policies required by this Agreement, except for the professional liability insurance policy, shall be provided on an occurrence rather than a claims-made basis.

D. The CONTRACTOR shall provide the CITY’s Procurement and Contract Management Division with a Certificate of Insurance evidencing such coverage for the duration of this Agreement. Said Certificate of Insurance shall be dated and show:

1. The name of the insured CONTRACTOR;

2. The specified job by name and job number;

3. The name of the insurer;

4. The number of the policy;

5. The effective date;

6. The termination date;

7. A statement that the insurer will mail notice to the CITY at least thirty (30) days prior to any material changes in the provisions or cancellations of the policy.

8. The Certificate Holders Box must read as follows:

City of Casselberry 95 Triplet Lake Drive Casselberry, Florida 32707

Any other wording in the Certificate Holders Box shall not be acceptable. Non-conforming certificates will be returned for correction.

E. Receipt of certificates or other documentation of insurance or policies or copies of policies by the CITY, or by its representatives, which indicates less coverage than is required, does not constitute a waiver of

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the CONTRACTOR’s obligation to fulfill the insurance requirements specified herein.

F. The CONTRACTOR shall ensure that any sub-contractor(s), hired to perform any of the duties contained in the Scope of Services of this Agreement, maintain the same insurance requirements set forth herein.

In addition, the CONTRACTOR shall maintain proof of same on file and made readily available upon request by the CITY.

G. All required insurance must be from insurance carriers that have a rating of “A-” or better and a financial size category of “VII” or higher according to the A.M. Best Company (or equivalent rating and rating service as reasonably determined by the City Manager).

H. Compliance with the foregoing insurance requirements will not relieve the CONTRACTOR, its employees, or its agents of liability for any obligation under this Agreement, including its obligation to indemnify the CITY.

SECTION 14 CITY OBLIGATIONS

At the CONTRACTOR’s request, the CITY agrees to provide, at no cost, pertinent information known and readily available to the CITY to assist the CONTRACTOR in providing and performing the required services.

SECTION 15 PUBLIC RECORDS AND AUDITS

A. The parties specifically acknowledge that this Agreement is subject to the laws of the state of Florida, including without limitation Chapter 119, Florida Statutes, which generally make public all records or other writings made or received by the parties in connection with the services provided to the CITY under this Agreement. The CONTRACTOR shall:

1. Keep and maintain all public records required by the CITY to perform the services herein; and

2. Upon request from the CITY’s custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S. or as otherwise provided by law;

and

3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement Term and following completion of the Agreement if the CONTRACTOR does not transfer the records to the CITY; and

4. Upon completion of the Agreement, transfer, at no cost, to the CITY all public records in possession of the CONTRACTOR or keep and maintain public records required by the CITY to perform the services herein. If the CONTRACTOR transfers all public records to the CITY upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request from the CITY’s custodian of public records, in a format compatible with the information technology systems of the CITY.

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B. All requests to inspect or copy public records relating to the Agreement shall be made directly to the CITY. If the CITY does not possess the requested records, the CITY shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the CITY or allow the records to be inspected or copied within a reasonable time.

C. Notwithstanding any other provision of this Agreement to the contrary, failure to comply with the requirements of this paragraph shall result in the immediate termination of the Agreement, without penalty to the CITY. A CONTRACTOR who fails to provide the public records to the CITY within a reasonable time may be subject to penalties pursuant to Section 119.10, F.S. Further, the CONTRACTOR shall fully indemnify and hold harmless the CITY, its officers, agents and employees from any liability and/or damages, including attorney’s fees through any appeals, resulting from the CONTRACTOR’s failure to comply with these requirements.

D. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT

THE CITY’S CUSTODIAN OF PUBLIC RECORDS, ATTN: DONNA G.

GARDNER, CMC, CITY CLERK, AT 407-262-7700 EXT. 1133,

DGARDNER@CASSELBERRY.ORG, 95 TRIPLET LAKE DRIVE,

CASSELBERRY, FLORIDA 32707.

E. The terms and conditions set forth in this Section shall survive the termination of this Agreement.

SECTION 16 RIGHT TO INSPECTION

A. The CITY or its affiliates shall at all times have the right to review or observe the services performed by the CONTRACTOR.

B. No inspection, review, or observation shall relieve the CONTRACTOR of its responsibilities under this Agreement.

SECTION 17 PROHIBITION AGAINST CONTINGENT FEES

The CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

SECTION 18 CORPORATE REPRESENTATIONS BY THE CONTRACTOR

The CONTRACTOR hereby represents and warrants to the CITY the following:

A. The CONTRACTOR is duly registered and licensed to do business in the State of Florida and is in good standing under the laws of Florida, and is duly qualified, licensed and authorized to carry on the functions and operations set forth in this Agreement. The CONTRACTOR agrees to provide a copy of all said licenses to the CITY prior to the execution of this Agreement.

mailto:DGARDNER@CASSELBERRY.ORG

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B. The undersigned representative of the CONTRACTOR has the power, authority, and legal right to execute and deliver this Agreement on behalf of the CONTRACTOR.

SECTION 19 INDEPENDENT CONTRACTOR

The CONTRACTOR and each sub-consultant are, and while performing the Services will continue to be, independent contractors. The CONTRACTOR shall not be an agent of the CITY, except as may be otherwise expressly provided herein, and only to the extent so provided. The CONTRACTOR’s employees and sub-consultant employees are not, and while performing any of the Services, they shall not be deemed to be, employees of the CITY.

SECTION 20 RELATIONSHIP OF PARTIES

The relationship of the Parties under this Agreement is that of independent parties; each acting in its own best interests. Notwithstanding anything in this Agreement to the contrary, no partnership or joint venture relationship of principal and agent is established or intended hereby between or among the Parties.

SECTION 21 THIRD-PARTY BENEFICIARIES

The provisions of this Agreement are for the exclusive benefit of the parties and not for the benefit of any third person, nor shall this Agreement be deemed to have conferred any rights, express or implied, upon any third person unless otherwise expressly provided.

SECTION 22 FORCE MAJEURE

Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war; sabotage; strike (except involving the CONTRACTOR’s labor force); extraordinary breakdown of or damage to City’s affiliates’ facilities;

court injunction or order; federal and/or state law and/or regulation; or order by any other regulatory agency (each a “Force Majeure Event”), provided that prompt notice of such Force Majeure Event is given by the impacted party to the other within fifteen (15) days of the Force Majeure Event. Each of the parties hereto shall be diligent in attempting to remove such cause or causes. The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If any Force Majeure Event remains in effect for thirty (30) days, either party may terminate this Agreement upon ten (10) days’ written notice.

Monetary damages will not be awarded in the event of Force Majeure.

SECTION 23 TIME IS OF THE ESSENCE

Time is of the essence in this Agreement as to all dates and time periods, specifically, the obligations in the Scope of Services. To the extent that the last day of any time period stipulated in this Agreement falls on a Saturday, Sunday or legal holiday (State or Federal), the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Any time period of ten (10) days or less specified herein shall not include Saturdays, Sundays or legal holidays. The term “business days” means days other than Saturdays, Sundays or legal holidays. CONTRACTOR shall complete all services in a timely manner and will keep the CITY apprised of the status of work as reasonably requested by the CITY. Should CONTRACTOR fall behind on an established schedule, it shall employ such resources as necessary to adhere to the schedule. No extension for completion of services shall be granted to CONTRACTOR without the CITY’s prior written consent.

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SECTION 24 FURTHER ASSURANCES

Each party hereto agrees to sign any other and further instruments and documents, consistent herewith, as may be necessary and proper in order to give complete effect to the benefits deriving from the terms and conditions of this Agreement.

SECTION 25 COMPLIANCE WITH ALL LAWS

The CONTRACTOR, at its sole expense, shall comply with all laws, ordinances, judicial decisions, orders, and regulations of federal, state, county, and municipal governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of execution of this Agreement or are adopted at any time following the execution of this Agreement.

SECTION 26 INDEMNIFICATION

A. The Contractor indemnifies, defends, and holds harmless the City, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees where recoverable by law, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor and other persons employed or utilized by the Contractor in the performance of the Agreement, including all subcontractors. The CONTRACTOR recognizes the broad nature of this indemnification and hold harmless clause and voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the CITY in support of these indemnification, and hold harmless contractual obligations in accordance with the laws of the State of Florida. This clause shall survive the termination of this Agreement. Compliance with any insurance requirements required elsewhere within this Agreement shall not relieve the CONTRACTOR of its liability and obligation to hold harmless and indemnify the CITY as set forth in this article of the Agreement. The CONTRACTOR shall require each of its agents/subcontractors to agree in writing to the provisions of this paragraph.

B. For purposes of this indemnification only, CONTRACTOR shall indemnify the City for claims made by the employees of CONTRACTOR, and CONTRACTOR hereby waives its entitlement, if any, to immunity under SECTION 440.011, Florida Statutes, for such purpose. This waiver has been specifically and mutually negotiated by the parties.

C. The CONTRACTOR agrees that all services performed under this Agreement will be free from claims of patent, copyright or trademark infringement.

D. In any and all claims against the City, or any of its officers or employees, by any person employed or utilized by the Contractor in the performance of this Agreement, this indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any other person or organization under workers’ compensation acts, disability benefit acts, or other employee benefit acts, nor shall this indemnification obligation be limited in any way by any limitation on the amount or type of insurance coverage provided by the City, the Contractor, or any other person or organization.

SECTION 27 INDEMNIFICATION FOR COPYRIGHT INFRINGEMENT

The CONTRACTOR guarantees that all services performed under this Agreement will be free from claims of patent, copyright or trademark infringement. The CONTRACTOR shall defend, indemnify and hold the CITY and

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its successors and assigns harmless from and against all third-party claims, suits, and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) incurred as a result of (i) infringement by the CONTRACTOR of any third-party patent, copyright or trademark or (ii) misappropriation by the CONTRACTOR of any third-party trade secret in connection with any of the foregoing.

SECTION 28 SOVEREIGN IMMUNITY

The City intends to avail itself of the benefits of Section 769.28, Florida Statutes, and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City’s right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City’s potential liability under state or federal law, and the cap on the amount and liability of the City for damages, regardless of the number or nature of claims in tort, equity, or contract, may not exceed the dollar amount set by the legislature for tort.. Contractor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment.

Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person over two hundred thousand dollars ($200,000.00), or any claim or judgment or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement.

SECTION 29 COURT ACTIONS/CHOICE OF LAW

Except as expressly prohibited by law:

A. All legal actions hereunder shall be conducted only in the circuit court in Seminole County or federal court in the Middle District of Florida in Orlando; except that any final judgment may be enforced in other jurisdictions in any manner provided by law; and

B. The laws of the State of Florida shall govern this Agreement and the Agreement will be interpreted according to the laws of Florida.

SECTION 30 DATA MANAGEMENT

Contractor shall comply with any and all applicable data management and cybersecurity regulations set forth in Florida Statutes 282.3185 and 501.171. Contractor shall take reasonable measures to protect and secure electronic data containing personal information. In the event of a data breach, Contractor shall provide notice to the Department of Legal Affairs and to affected individuals as provided in Florida Statutes 501.171 at its sole cost and expense.

SECTION 31 BINDING EFFECT

This Agreement shall be binding upon and ensure to the benefit of the parties hereto, their heirs, personal representatives, successors, and/or assigns.

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SECTION 32 ASSIGNMENT

Except as prohibited by applicable law, neither party shall assign any or all of its benefits or executory obligations under this Agreement without the approval of the other party, except in case of assignment solely for security, except as otherwise specifically provided for in this Agreement in case of default.

SECTION 33 AGREEMENT USE BY OTHER GOVERNMENTAL AGENCIES

The CONTRACTOR hereby understands and agrees that this Agreement may be used by other governmental agencies within the State of Florida, under the same terms, conditions, price, and for the same effective period.

Each governmental agency desiring to accept this Agreement, and make an award thereof, shall do so independently of the CITY and/or any other governmental agency. Each governmental agency shall be responsible for its own purchases and each shall be liable only for materials and/or services ordered and received by it, and no governmental agency assumes any liability by virtue of this Agreement. This Agreement in no way restricts or interferes with the right of the CITY or any governmental agency to competitively procure any or all items.

SECTION 34 SEVERABILITY

In the event the provisions of this Agreement are determined by a Court of competent jurisdiction to be illegal or unenforceable, then such unenforceable or unlawful provision shall be excised from this Agreement, and the remainder of this Agreement shall continue in full force and effect. Notwithstanding the foregoing, if the result of the deletion of such provision will materially and adversely affect the rights of a party, such party may choose, at its option, to terminate this Agreement in its entirety.

SECTION 35 WAIVER

No provision of this Agreement may be waived except by written agreement of the parties. A waiver of any provision on one occasion shall not be deemed a waiver of that provision on any subsequent occasion, unless specifically stated in writing. A waiver of any provision shall not affect or alter the remaining provisions of this Agreement.

SECTION 36 NOTICES

Whenever any notice, demand, or request is required pursuant to this Agreement, the notice, demand, or request will be sent by United States Mail, registered or certified; by hand delivery; or by overnight delivery, postage prepaid, to the following address of record.

To the City: To the Contractor:

Procurement Manager XXXXXXXXXXXX City of Casselberry XXXXXXXXXXXX 95 Triplet Lake Drive XXXXXXXXXXXX Casselberry, Florida 32707 XXXXXXXXXXXX

Any notice, demand, or request served on any of the Parties in the previous manner will be deemed sufficiently given for all purposes under this Agreement on the day the notices, demands, or requests are delivered by hand or three business days after posted, postage prepaid, in the United States Mail. Any Party will have the right to designate, from time to time by written notice to the other Parties, any other persons or other places in the United States that such Party may desire written notices to be delivered to.

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SECTION 37 PROJECT REPRESENTATIVES

The CITY and the CONTRACTOR have identified individuals as Project Representatives, listed below, who shall have the responsibility for managing the work performed under this Agreement. The person or individual identified by the CONTRACTOR to serve as its Project Manager for this Agreement, or any replacement thereof, is subject to prior written approval and acceptance by the CITY. If the CITY or the CONTRACTOR replace their current Project Representative with another individual, an amendment to this Agreement shall not be required.

The CITY will notify the CONTRACTOR, in writing, if the current CITY Project Representative is replaced by another individual.

City’s Project Manager Contractor’s Project Representative First and Last name: XXXXXXXX XXXXXXXX Title: XXXXXXXX XXXXXXXX Entity Name: City of Casselberry XXXXXXXX Street Address: 95 Triplet Lake Drive XXXXXXXX Casselberry, Florida 32707 XXXXXXXX Telephone: XXXXXXXX XXXXXXXX Email address: XXXXXXXX XXXXXXXX

SECTION 38 CONFLICT OF INTEREST

CONTRACTOR must disclose the name of any of their officers, partners, directors, or proprietors who is also an elected official, officer, or employee of the City of Casselberry or who is the spouse or child of any elected official, officer, or employee of the City of Casselberry. Furthermore, all Bidders CONTRACTOR must disclose the name of any City of Casselberry elected official, officer, or employee, or the spouse or child of a City of Casselberry elected official, officer, or employee, who owns, directly or indirectly, a material interest of five percent (5%) or more of the CONTRACTOR’s firm or business or any of its branches, subsidiaries, parent business entities, or partnerships. This obligation to disclose is a continuing obligation for the term of this Agreement. Failure to disclose in this manner may result in the cancellation of work and termination of this Agreement.

SECTION 39 PUBLIC ENTITY CRIMES

As required by Section 287.133, Florida Statutes, the CONTRACTOR warrants that it is not on the convicted contractor list for a public entity crime committed within the past thirty six (36) months. The CONTRACTOR further warrants that it will neither utilize the services of, nor contract with, any supplier, sub-contractor, or consultant in connection with this Agreement for a period of thirty six (36) months from the date of being placed on the convicted contractor list.

SECTION 40 EQUAL OPPORTUNITY EMPLOYER

The CONTRACTOR is an Equal Opportunity Employer and will comply with all equal opportunity employment laws. The CONTRACTOR will further ensure that all sub-contractors it utilizes in providing the services required hereunder will comply with all equal opportunity employment laws.

SECTION 41 EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY)

Pursuant to Section 448.095, Florida Statutes, beginning January 1, 2021, any City contractors shall register with and use the U.S. Department of Homeland Security’s E-Verify system, https://e-verify.uscis.gov/emp, to verify the work authorization status of all employees hired on and after January 1, 2021. Contractor must provide evidence of compliance with Section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the

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Contractor stating all employees hired on and after January 1, 2021, have had their work authorization status verified through the E-Verify system and a copy of their proof of registration in the E-Verify system. Failure to comply with this provision will be a material breach of the contract and shall result in the immediate termination of this Agreement without penalty to the City. The Contractor shall be liable for all costs incurred by the City securing a replacement contract, including but not limited to, any increased costs for the same services, any costs due to delay, and rebidding costs, if applicable. Should the Agreement be terminated pursuant to this subsection, Contractor will not be eligible to be awarded a public contract with City for one (1) full calendar year after the date on which the Agreement was terminated.

If the City Contractor utilizes Subcontractors, the following shall apply:

A. Contractor shall also require all subcontractors performing work under the Agreement to use the E-Verify system for any employees they may hire during the term of the Agreement.

B. Contractor shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as defined in Section 448.095, Florida Statutes.

C. Contractor shall provide a copy of all subcontractor affidavits to the City upon receipt and shall maintain a copy for the duration of the Agreement.

The Contractor agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the City consistent with the terms of the Contractor’s enrollment in the program. This includes maintaining a copy of proof of the Contractor’s and subcontractors’ enrollment in the E-Verify program.

Nothing in this section may be construed to allow intentional discrimination of any class of persons protected by law.

E-Verify Program can be obtained via the internet at the Department of Homeland Security Web site:

http://www.dhs.gov/E-Verify.

SECTION 42 PUBLIC EMERGENCIES

It is hereby made a part of this Agreement that before, during, and after a public emergency, disaster, hurricane, tornado, flood, or other acts of God, the City of Casselberry shall require a “First Priority” for goods and services.

It is vital and imperative that the health, safety, and welfare of the citizens of Casselberry are protected from any emergency situation that threatens public health and safety as determined by the CITY. The CONTRACTOR agrees to rent/sell/lease all goods and services to the CITY or governmental entities on a “first priority” basis.

The CITY expects to pay contractual prices for all products and/or services under this Agreement in the event of a disaster, emergency, hurricane, tornado, flood, or other acts of God. Should the CONTRACTOR provide the CITY with products and/or services not under this Agreement, the CITY expects to pay a fair and reasonable price for all products and/or services rendered or contracted in the event of a disaster, emergency, hurricane, tornado, flood, or other acts of God.

SECTION 43 HEADINGS

All headings of the sections, exhibits, and attachments contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions contained in such sections, exhibits, and attachments.

http://www.dhs.gov/E-Verify

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SECTION 44 ADMINISTRATIVE PROVISIONS

In the event the CITY issues a purchase order, memorandum, letter, or any other instrument addressing the services, work, and materials to be provided and performed pursuant to this Agreement, it is hereby specifically agreed and understood that any such purchase order, memorandum, letter, or other instrument is for the CITY's internal purposes only, and any and all terms, provisions, and conditions contained therein, whether printed or written, shall in no way modify the covenants, terms, and provisions of this Agreement and shall have no force or effect thereon.

SECTION 45 DEALINGS WITH FOREIGN COUNTRIES OF CONCERN

Contractor is aware of and agrees to comply with the requirements of Florida Statutes 287.138 and 288.007.

To the extent that, under this Agreement, Contractor has access to personal identifying information, Contractor agrees that: Contractor is not owned by the government of a foreign country of concern; the government of a foreign country of concern does not have a controlling interest in Contractor; and Contractor is not organized under the laws of and does not have its principal place of business in a foreign country of concern. Per Florida Statutes 287.138(1)(c), “foreign country of concern” means the People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolás Maduro, or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concern. Breach of this provision shall be considered a material breach of this Agreement and shall entitle City to, in its sole discretion, terminate this Agreement.

To the extent that this Agreement is for an economic incentive, as defined in Florida Statutes 288.007(1)(b), Contractor agrees that: Contractor is not owned or controlled by the government of a foreign country concern;

and Contractor is not a partnership, association, corporation, organization, or other combination of persons organized under the laws of or having its principal place of business in a foreign country of concern, or a subsidiary of such entity. Breach of this provision shall be considered a material breach of this Agreement and shall entitle City to, in its sole discretion, terminate this Agreement.

SECTION 46 FOREIGN GIFTS AND CONTRACTS

Contractor shall comply with any and all applicable disclosure requirements of Florida Statutes 286.101. A breach of this subsection shall be considered a material breach of this Agreement and shall entitle City to, in its sole discretion, terminate this Agreement.

SECTION 47 DISCRIMINATORY VENDORS

Contractor agrees that it has not been placed on the Discriminatory Vendor List pursuant to Florida Statutes

287.134. Failure of Contractor to timely disclose whether it or any of its affiliates has been placed on the Discriminatory Vendors List shall be considered a material breach of this Agreement and shall entitle City to, in its sole discretion, terminate this Agreement.

SECTION 48 DISBARMENT

By signing this Agreement, Contractor certifies that it and its principals:

A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a federal department or agency.

B. Have not, within the preceding five-year period, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to

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obtain, or performing a public (federal, state or local)transaction or contract under public transaction;

violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.

C. Are not presently indicted or otherwise criminally charged by a government entity (federal, state or local) with commission of any of the offense enumerated in the preceding paragraph.

D. Have not within the preceding five years had one or more public transactions (federal, state or local) terminated for cause or default.

Contractor agrees to notify City within thirty (30) days after the occurrence of any of the events, actions, debarments, proposals, declarations, exclusions, convictions, judgment, indictments, informations, or terminations as described above, with respect to Contractor or its principals.

SECTION 49 CITY LOGO

CONTRACTOR shall acquire no rights under this Agreement to, and shall not use, the City logo, either alone or in conjunction with or as a part of any other name, word, mark, picture, logo, design, and/or trademark (“City Marks”) in any of CONTRACTOR’s advertising, publicity, or promotion, to express or imply any endorsement by the City of its Services, or in any other manner (whether or not similar to the uses hereinabove specifically prohibited) without the prior review and written approval by the City, except as expressly permitted herein. No advertisement, publication, or other use of the City Marks shall be published or otherwise promulgated by CONTRACTOR without City’s prior inspection and written approval. This clause shall survive the expiration or termination of this Agreement.

SECTION 50 INTEGRATION/AMENDMENT

This Agreement represents the entire and integrated agreement between the CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instruments signed by both the CITY and the CONTRACTOR. In the event of a conflict between the covenants, terms, and/or provisions of this Agreement and any written Amendment(s) hereto, the provisions of the latest fully executed instrument shall take precedence.

SECTION 51 COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document.

SECTION 52 SCRUTINIZED COMPANIES AGREEMENT TERMINATION CLAUSE

This Agreement may be terminated by the CITY, without penalty to the CITY:

A. In the event that the CONTRACTOR is put on the scrutinized companies lists enumerated in Section

287.135 and 215.4725, Florida Statutes, or

B. If the CITY determines that the CONTRACTOR falsely certified to the CITY that the CONTRACTOR is not listed as a scrutinized company.

C. Exemptions and additional penalties shall be as set forth in Section 287.135, Florida Statutes.

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SECTION 53 PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL OR IDEOLOGICAL

INTERESTS IN GOVERNMENT CONTRACTING

CONTRACTOR is notified of the provisions of Section 287.05701, Florida Statutes, as amended, and that the City will not request documentation of or consider the CONTRACTOR’s social, political, or ideological interests when determining if the Bidder is a responsible Bidder. The CONTRACTOR is further notified that the City's governing body may not give preference to a Bidder based on the Bidder's social, political, or ideological interests.

SECTION 54 ANTI-HUMAN TRAFFICKING

As a condition of this contract, Contractor shall attest under penalty of perjury, that Contractor does not use coercion for labor or services as defined in Section 787.06(2), Florida Statutes. Attestations shall be documented using a Human Trafficking Affidavit as provided by the City.

Contractor understands and affirms that Section 787.06(2), Florida Statutes, defines “coercion”, “labor”, and “services” as follows:

A. “Coercion” means: (1) using or threatening to use physical force against any person; (2) restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; (3) using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; (4) destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; (5) causing or threatening to cause financial harm to any person; (6) enticing or luring any person by fraud or deceit; or (7) providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03, Florida Statutes, to any person for the purpose of exploitation of that person.

B. “Labor” means that work of economic or financial value.

C. “Services” means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs.

Contractor understands and affirms that Section 787.06(13), Florida Statutes, prohibits the City from executing, renewing, or extending a contract with an entity that uses coercion for labor or services.

SECTION 55 CITY PREMISES

A. Contractor acknowledges that its employees and agents will behave in an appropriate manner while on City property and while on any residential or commercial private property relating to the performance of Services, as determined in the sole discretion of the City Project Manager or designee. It is a material breach of this Agreement for any agent or employee of Contractor to behave in a manner which is inconsistent with appropriate conduct or decorum or to behave in any manner that will disrupt the functioning of the City or constitute any level of threat to the safety, health, and/or well-being of any citizen, invitee, licensee, agent, or employee of the City.