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HomeMy WebLinkAboutContract 2025-118 A1 AGREEMENT No. 2025-118 INVENTORY PARTS FOR UTILITIES OPERATIONS THIS AGREEMENT is made and entered into this 6th day of February 2026, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida (hereinafter referred to as "CITY"), and FERGUSON ENTERPRISES, LLC DBA FERGUSON WATERWORKS, whose address is: 1101 E 1st Street, Sanford, FL, 32771, (hereinafter referred to as "CONTRACTOR"). WHEREAS, Seminole County, through the public procurement process, awarded an Agreement for Inventory Parts for Utilities Operations Contract No. IFB-605032-25/LTT; WHEREAS, CITY desires to utilize the above-referenced awarded bid, CONTRACTOR’s response thereto, and Agreement in accordance with CITY’s procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the Seminole County Contract Number IFB-605032-25/LTT; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall furnish inventory parts for utilities operations as described in the Seminole County Contract Number IFB-605032-25/LTT, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in CITY’s purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances, the CITY purchasing policy, resolutions, and ordinances shall apply. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR for the faithful performance of the Agreement as set forth in the Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. 3. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties, and shall remain in effect until Monday, May 15, 2028 unless terminated or renewed by Seminole County. B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY’s convenience upon thirty (30) days written notice to CONTRACTOR b) if Contract Packet - 1 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 2 CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work properly performed and accepted prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for two (2) additional one (1) year terms. 4. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to CITY the services contained under the Scope of Work upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe specified in the purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if there is an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Upon receipt of notification of the delay, CITY may, at its sole option, cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas, and bio-diesel so as to comply with the warranties and specifications hereof. D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 5. PAYMENTS Contract Packet - 2 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 3 In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR shall submit an invoice to the CITY upon completion of the services and delivery of products as set forth in the applicable purchase order. The CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed products delivered and services provided within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION - MEDIATION A. Any claim, dispute, or other matter arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes, and other matters in question between them by mediation. C. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR’s Commercial General Liability Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which are caused by the operations under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: A. CONTRACTOR’s Commercial General Liability, $1,000,000 Each ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit Contract Packet - 3 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 4 B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses, and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent (2) caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the acts of negligence, damage or losses caused by the CITY and its other contractors. B. In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph 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 subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 8. NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: Contract Packet - 4 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 5 Ferguson Enterprises, LLC DBA Ferguson Waterworks 1101 E 1st Street, Sanford, FL, 32771 Attn: Justin Montandon, Municipal Outside Sales OWNER: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Rick Van Wagner, City Manager Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing. 9. MISCELLANEOUS 9.1. Attorneys’ Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys’ fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 9.4. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. Contract Packet - 5 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 6 9.5. Entire Agreement This Agreement, including the documents incorporated by reference, contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 9.6. Assignment Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party’s assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of CITY. 9.7. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Florida. 9.9. Public Records The CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida’s Public Records law, including the following: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in Florida’s Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. The CONTRACTOR shall make reasonable efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE Contract Packet - 6 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 7 CONTRACTOR SHALL CONTACT THE CITY’S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK’S OFFICE, (352) 241-7331. 9.10. Coercion for Labor or Services Certification Pursuant to Section 787.06(14), Florida Statutes, the CONTRACTOR certifies, under penalty of perjury, that it does not use “coercion for labor or services,” as defined in Section 787.06, Florida Statutes, in connection with the performance of this Agreement, including but not limited to: using or threatening force; restraining, isolating, or confining; debt bondage; withholding or controlling identification or immigration documents; causing or threatening financial harm; enticing by fraud or deceit; or providing Schedule I or II controlled substances for the purpose of exploitation. The CONTRACTOR shall include a substantially similar requirement in all subcontracts and purchase orders at any tier. Any violation of this provision constitutes a material breach, and the CITY may pursue any remedies available under this Agreement, at law, or in equity, including termination for cause. By executing this Agreement electronically, CONTRACTOR affirms this certification under penalty of perjury as of the Effective Date of this Agreement. 10. AGREEMENT DOCUMENTS The Agreement Documents, as listed below, are herein made fully a part of this Agreement as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order C. An applicable Contractor Quote or Statement of Work D. All documents contained in the Seminole County Contract Number IFB-605032-25/LTT. Contract Packet - 7 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT FERGUSON ENTERPRISES, LLC DBA FERGUSON WATERWORKS **signature_69064** SIGNATURE **name_69064** FULL NAME **role_69064** TITLE **date_signed_69064** DATE SIGNED **signature_69067** SIGNATURE **name_69067** FULL NAME **role_69067** TITLE **date_signed_69067** DATE SIGNED ATTEST **signature_69068** SIGNATURE **name_69068** FULL NAME **role_69068** TITLE **date_signed_69068** DATE SIGNED Contract Packet - 8 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 2/26/2026 Rob Pinkston Senior Sales ManagerMayor 2/26/2026 Tim Murry Tracy Ackroyd Howe City Clerk 2/26/2026 Exhibit A IFB-605032-25 Agreement Contract Packet - 9 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 1 of 24 TERM CONTRACT FOR INVENTORY PARTS FOR UTILITIES OPERATIONS DIVISION (IFB-605032-25/LTT) THIS AGREEMENT is dated as of the _____ day of ___________ 20_____, by and between FERGUSON ENTERPRISES, LLC. DBA FERGUSON WATERWORKS, duly authorized to conduct business in the State of Florida, whose address is 801 Thorpe Road, Orlando, FL 32824, in this Agreement referred to as “CONTRACTOR”, and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 E. 1st Street, Sanford, Florida 32771, in this Agreement referred to as “COUNTY”. W I T N E S S E T H: WHEREAS, COUNTY desires to retain the services of a competent and qualified contractor to provide inventory parts for utilities operations division for Seminole County; and WHEREAS, COUNTY has requested and received expressions of interest for the retention of services of contractors; and WHEREAS, CONTRACTOR is competent and qualified to provide materials and services to COUNTY, and desires to provide materials and services according to the terms and conditions stated in this Agreement, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth in this Agreement, COUNTY and CONTRACTOR agree as follows: Section 1. Materials and/or Services. COUNTY hereby retains CONTRACTOR to provide materials and services as further described in the Scope of Services attached as Exhibit A and made a part of this Agreement. CONTRACTOR is also bound by all requirements as contained in the solicitation package, all addenda to this package, and CONTRACTOR’s submission in 16th October 25 Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 1 of 35 Contract Packet - 10 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 2 of 24 response to this solicitation. Required materials and services will be specifically enumerated, described, and depicted in the Purchase Orders authorizing purchase of specific materials and services. This Agreement standing alone does not authorize the purchase of materials and services or require COUNTY to place any orders for work. Section 2. Term. This Agreement takes effect on the date of its execution by COUNTY and continues for a period of three (3) years. At the sole option of COUNTY, this Agreement may be renewed for two (2) successive periods not to exceed one (1) year each. Renewals are wholly contingent on the availability of funds. Expiration of the term of this Agreement will have no effect upon Purchase Orders issued pursuant to this Agreement and prior to the expiration date. Obligations entered by both parties under such Purchase Orders will remain in effect until delivery and acceptance of the materials authorized by the respective Purchase Order. The first three (3) months of the initial term are considered probationary. During the probationary period, COUNTY may immediately terminate this Agreement at any time, with or without cause, upon written notice to CONTRACTOR. Section 3. Authorization for Materials and/or Services. Authorization for provision of materials and services by CONTRACTOR under this Agreement must be in the form of written Purchase Orders issued and executed by COUNTY. A sample Purchase Order is attached as Exhibit B. Each Purchase Order will describe the materials and services required, state the dates for delivery of materials and services, and establish the amount and method of payment. The Purchase Orders must be issued under and incorporate the terms of this Agreement. COUNTY makes no covenant or promise as to the number of available Purchase Orders or that CONTRACTOR will perform any Purchase Order for COUNTY during the life of this Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by COUNTY to be in the best interest of COUNTY to do so. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 2 of 35 Contract Packet - 11 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 3 of 24 Section 4. Time for Completion. The materials and services to be provided by CONTRACTOR will be delivered, as specified in such Purchase Orders as may be issued under this Agreement, within the time specified in the Purchase Order. Section 5. Compensation. COUNTY shall compensate CONTRACTOR for the materials and services provided for under this Agreement on a Fixed Fee basis at the rates as outlined in Exhibit C. When a Purchase Order is issued on a Fixed Fee basis, then the applicable Purchase Order Fixed Fee amount will include any and all reimbursable expenses and will be based on the unit pricing attached to this Agreement, or as reduced in the quoting process leading to specific Purchase Orders. Section 6. Payment and Billing. (a) CONTRACTOR shall supply all materials and services required by the Purchase Order, but in no event will CONTRACTOR be paid more than the negotiated Fixed Fee amount stated within each Purchase Order. (b) For Purchase Orders issued on a Fixed Fee basis, CONTRACTOR may invoice the amount due based on the percentage of total Purchase Order materials and services actually provided, but in no event may the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (c) COUNTY shall make payments to CONTRACTOR when requested as materials and services are provided, but not more than once monthly. Each Purchase Order will be invoiced separately. At the close of each calendar month, CONTRACTOR shall render to COUNTY an itemized invoice, properly dated, describing any materials and services provided, the cost of the materials and services provided, the name and address of CONTRACTOR, Purchase Order Number, Contract Number, and any other information required by this Agreement. (d) Submittal instructions for invoices are as follows: Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 3 of 35 Contract Packet - 12 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 4 of 24 (1) The original invoice must be emailed to: AP@SeminoleClerk.org (2) The original invoice may also be mailed or delivered to: Director of County Comptroller’s Office Seminole County Board of County Commissioners P.O. Box 8080 Sanford, FL 32772-8080 (3) A copy of the invoice must be sent to: Seminole County Utilities Operations 3300 Dike Rd. Winter Park, FL 32792 (e) Upon review and approval of CONTRACTOR’s invoice, COUNTY shall pay CONTRACTOR the approved amount in accordance with the terms as set forth in Chapter 218, Part VII, Florida Statutes. (f) The COUNTY’s performance and obligation to pay under this Agreement is wholly contingent upon the COUNTY’s receipt of sufficient appropriation. Section 7. General Terms of Payment and Billing. (a) Upon satisfactory delivery of materials and services required under this Agreement and upon acceptance of the materials and services by COUNTY, CONTRACTOR may invoice COUNTY for the full amount of compensation provided for under the terms of this Agreement less any amount already paid by COUNTY. (b) COUNTY may perform or have performed an audit of the records of CONTRACTOR at any time during the term of this Agreement and after final payment to support final payment under this Agreement. Audits may be performed at a time mutually agreeable to CONTRACTOR and COUNTY. Total compensation to CONTRACTOR may be determined subsequent to an audit as provided for in this Section and the total compensation so determined Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 4 of 35 Contract Packet - 13 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 5 of 24 will be used to calculate final payment to CONTRACTOR. Performance of this audit will not delay final payment as provided by subsection (a) of this Section. (c) CONTRACTOR shall maintain all books, documents, papers, accounting records, and other evidence pertaining to materials and services provided under this Agreement in such a manner as will readily conform to the terms of this Agreement. CONTRACTOR shall make such materials available at CONTRACTOR’s office at all reasonable times during the term of this Agreement and for five (5) years from the date of final payment under the contract for audit or inspection as provided for in subsection (b) of this Section. (d) In the event any audit or inspection conducted after final payment but within the period provided in paragraph (c) of this Section reveals any overpayment by COUNTY under the terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within thirty (30) days of notice by COUNTY. Section 8. No Waiver by Forbearance. COUNTY’s review of approval and acceptance of, or payment for the materials or services required under this Agreement does not operate as a waiver of any rights under this Agreement, or of any cause of action arising out of the performance of this Agreement. CONTRACTOR is and will always remain liable to COUNTY in accordance with applicable law for any and all damages to COUNTY caused by CONTRACTOR’s negligent or wrongful provision of any of the materials or services provided under this Agreement. Section 9. Termination. (a) COUNTY may, by written notice to CONTRACTOR, terminate this Agreement or any Purchase Order issued under this Agreement, in whole or in part, at any time, either for COUNTY’s convenience or because of the failure of CONTRACTOR to fulfill its obligations under this Agreement. Upon receipt of such notice, CONTRACTOR shall immediately discontinue all services affected, unless the notice directs otherwise, and deliver to COUNTY all Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 5 of 35 Contract Packet - 14 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 6 of 24 data, drawings, specifications, reports, estimates, summaries, and any and all such other information and materials of whatever type or nature as may have been accumulated by CONTRACTOR in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of COUNTY, CONTRACTOR will be paid compensation for services performed to the date of termination. (c) If the termination is due to the failure of CONTRACTOR to fulfill its obligations under this Agreement, COUNTY may take over the work and carry it to completion by other agreements or otherwise. In such case, CONTRACTOR will be liable to COUNTY for all reasonable additional costs associated with CONTRACTOR’s failure to fulfill its obligations under this Agreement. (d) CONTRACTOR will not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of CONTRACTOR, but CONTRACTOR will be responsible and liable for the actions by its subcontractors, agents, employees, persons, and entities of a similar type or nature. Matters beyond the fault or negligence of CONTRACTOR include acts of God or of the public enemy, acts of COUNTY in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without any fault or negligence of CONTRACTOR. (e) If after notice of termination for CONTRACTOR’s failure to fulfill its obligations under this Agreement it is determined that CONTRACTOR had not so failed, the termination will be conclusively deemed to have been effected for the convenience of COUNTY. In such event, adjustment in the Agreement price will be made as provided in subsection (b) of this Section. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 6 of 35 Contract Packet - 15 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 7 of 24 (f) The rights and remedies of COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. Section 10. Conflict with Contract Documents. Wherever the terms of this Agreement conflict with any Purchase Order issued pursuant to it or any other contract documents, including bids or proposals previously submitted by CONTRACTOR, this Agreement will prevail. For the avoidance of doubt, bid/proposals and any other documents submitted by CONTRACTOR are not incorporated into this Agreement, unless expressly stated otherwise. Section 11. Equal Opportunity Employment. CONTRACTOR shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, disability, or national origin. CONTRACTOR shall take steps to ensure that applicants are employed, and employees are treated during employment without regard to race, color, religion, sex, age, disability, or national origin. This provision includes, but is not limited to the following: employment, upgrading, demotion or transfer, recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training including apprenticeship. Section 12. No Contingent Fees. CONTRACTOR warrants that it has not employed or retained any company or person other than a bona fide employee working solely for 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 CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, COUNTY will have the right to terminate the Agreement at its sole discretion without liability and Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 7 of 35 Contract Packet - 16 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 8 of 24 to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration. Section 13. Conflict of Interest. (a) CONTRACTOR shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate or cause others to violate the provisions of Chapter 112, Part III, Florida Statutes, relating to ethics in government. (b) CONTRACTOR hereby certifies that no officer, agent, or employee of COUNTY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%), either directly or indirectly, in the business of CONTRACTOR to be conducted under this Agreement and that no such person will have any such interest at any time during the term of this Agreement. Section 14. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred, or otherwise encumbered under any circumstances by either party without prior written consent of the other party and in such cases only by a document of equal dignity with this Agreement. Section 15. Subcontractors. CONTRACTOR shall first secure the prior written approval of COUNTY before engaging or contracting for the services of any subcontractors under this Agreement. CONTRACTOR will remain fully responsible to COUNTY for the services of any subcontractors under this Agreement. Section 16. Indemnification of COUNTY. To the fullest extent permitted by law, CONTRACTOR shall hold harmless, release, and indemnify COUNTY, its commissioners, officers, employees, and agents from any and all claims, losses, damages, costs, attorney fees, and lawsuits for damages arising from, allegedly arising from, or related to CONTRACTOR’s provision of materials or services under this Agreement caused by CONTRACTOR’s act or Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 8 of 35 Contract Packet - 17 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 9 of 24 omission in the performance of this Agreement. This provision is not to be construed as a waiver by COUNTY of its sovereign immunity, except to the extent waived pursuant to Section 768.28, Florida Statutes, as this statute may be amended from time to time. Section 17. Insurance. (a) CONTRACTOR, at its sole expense, shall maintain the insurance required under this Section at all times throughout the duration of this Agreement and have this insurance approved by COUNTY’s Risk Manager with the Resource Management Department. CONTRACTOR shall immediately provide written notice to the COUNTY upon receipt of notice of cancellation of an insurance policy or a decision to terminate an insurance policy. (1) CONTRACTOR shall require and ensure that each of its sub-vendors or subcontractors providing services under this Agreement, if any, procures and maintains insurance of the types and to the limits specified in this Agreement until the completion of their respective services. (2) Neither approval by COUNTY nor failure by COUNTY to disapprove the insurance furnished by CONTRACTOR will relieve CONTRACTOR of its full responsibility for liability, damages, and accidents. (3) Neither COUNTY’s review of the coverage afforded by or the provisions of the policies of insurance purchased and maintained by CONTRACTOR in accordance with this Section, nor COUNTY’s decisions to raise or not to raise any objections about either or both, in any way relieves or decreases the liability of CONTRACTOR. (4) If COUNTY elects to raise an objection to the coverage afforded by or the provisions of the insurance furnished, then CONTRACTOR shall promptly provide to COUNTY such additional information as COUNTY may reasonably request, and CONTRACTOR shall remedy any deficiencies in the policies of insurance within ten (10) days. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 9 of 35 Contract Packet - 18 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 10 of 24 (5) COUNTY’s authority to object to insurance does not in any way whatsoever give rise to any duty on the part of COUNTY to exercise this authority for the benefit of CONTRACTOR or any other party. (b) General Requirements. (1) Before commencing work, CONTRACTOR shall furnish COUNTY with a current Certificate of Insurance on a current ACORD Form signed by an authorized representative of the insurer evidencing the insurance required by this Section and Exhibit D. The Certificate must have the Agreement number for this Agreement clearly marked on its face, and including the following as Certificate Holder: Seminole County, Florida Seminole County Services Building 1101 East 1st Street Sanford, Florida 32771 The Certificate of Insurance must evidence, and all policies must be endorsed to provide the COUNTY with not less than thirty (30) days (10 days for non-payment) written notice prior to the cancellation or non-renewal of coverage directly from the Insurer and without additional action of the Insured or Broker. Until such time as the insurance is no longer required to be maintained, CONTRACTOR shall provide COUNTY with a renewal or replacement Certificate of Insurance within ten (10) days after the expiration or replacement of the insurance for which a previous certificate has been provided. (2) In addition to providing the Certificate of Insurance, upon request of the COUNTY, CONTRACTOR shall provide COUNTY with a certified copy of each of the policies of insurance providing the coverage required by this Agreement within thirty (30) days after receipt of the request. Certified copies of policies may only be provided by the Insurer, not the agent or broker. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 10 of 35 Contract Packet - 19 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 11 of 24 (3) Deductible and self-insured retention amounts must be declared to and approved by COUNTY and must be reduced or eliminated upon written request from COUNTY. The risk of loss within the deductible amount, if any, in the insurance purchased and maintained pursuant to this document must be borne by CONTRACTOR. (4) The insurer’s cost of defense, including attorney's fees and attorney's fees on appeal, must not be included within the policy limits, but must remain the responsibility of the insurer for all General Liability, Auto Liability, Employers’ Liability, and Umbrella Liability coverages. (5) In the event of loss covered by Property Insurance, the proceeds of a claim must be paid to COUNTY and COUNTY shall apportion the proceeds between COUNTY and CONTRACTOR as their interests may appear. (6) Additional Insured: Seminole County, Florida, its commissioners, officials, officers, and employees must be included as Additional Insureds under General Liability, Umbrella Liability, Business Auto Liability, Pollution Liability, and Cyber Liability policies. Such is only applicable if the aforementioned policies are required per this Agreement or Exhibit D. Such policies shall provide exception to any “Insured versus Insured” exclusion for claims brought by or on behalf of Additional Insureds. (7) Coverage: The insurance provided by CONTRACTOR pursuant to this Agreement must apply on a primary and non-contributory basis and any other insurance or self- insurance maintained by the Seminole County Board of County Commissioners or COUNTY’s officials, officers, or employees must be in excess of and not contributing with the insurance provided by CONTRACTOR. (8) Waiver of Subrogation: All policies must be endorsed to provide a Waiver of Subrogation clause in favor of the Seminole County, Florida and its respective officials, officers, Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 11 of 35 Contract Packet - 20 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 12 of 24 and employees. This Waiver of Subrogation requirement does not apply to any policy that includes a condition that specifically prohibits such an endorsement or voids coverage should the Named Insured enter into such an agreement on a pre-loss basis. (9) Provision: Commercial General Liability and Umbrella Liability Policies, if required by this Agreement or Exhibit D, must be provided on an occurrence rather than a claims- made basis. (c) Insurance Company Requirements. Insurance companies providing the insurance must meet the following requirements. (1) Such companies must be either: (a) authorized by maintaining Certificates of Authority or Letters of Eligibility issued to the companies by the Florida Office of Insurance Regulation to conduct business in the State of Florida, or (b) with respect only to the coverage required by this Agreement for Workers' Compensation/Employers' Liability, authorized as a group self-insurer by Section 624.4621, Florida Statutes, as this statute may be amended from time to time. (2) In addition, such companies other than those authorized by Section 624.4621, Florida Statutes, as this statute may be amended from time to time, must have and maintain a Best’s Rating of “A-” or better and a Financial Size Category of “VII” or better according to A.M. Best Company. (3) If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company, (A) loses its Certificate of Authority or Letter of Eligibility, (B) no longer complies with Section 624.4621, Florida Statutes, as this statute may be amended from time to time, or (C) fails to maintain the Best’s Rating and Financial Size Category, then CONTRACTOR shall immediately notify COUNTY as soon as CONTRACTOR has knowledge of any such circumstance and, upon request of COUNTY, Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 12 of 35 Contract Packet - 21 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 13 of 24 immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to the COUNTY, CONTRACTOR will be deemed to be in default of this Agreement. (d) Specifications. Without limiting any of the other obligations or liabilities of CONTRACTOR, CONTRACTOR, at CONTRACTOR’s sole expense, shall procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in Exhibit D. Except as otherwise specified in this Agreement, the insurance must become effective prior to the commencement of work by CONTRACTOR and must be maintained in force until final completion or such other time as required by this Agreement. The amounts and types of insurance must conform to the following minimum requirements: (1) Workers' Compensation/Employers’ Liability. (A) CONTRACTOR’s insurance must cover CONTRACTOR and its subcontractors of every tier for those sources of liability which would be covered by the latest edition of the standard Workers' Compensation and Employers Liability Policy (NCCI Form WC 00 00 00 A), as filed for use in Florida by the National Council on Compensation Insurance. In addition to coverage for the Florida Workers’ Compensation Act, where appropriate, coverage is to be included for the United States Longshoremen and Harbor Workers’ Compensation Act, Federal Employers’ Liability Act and any other applicable federal or state law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation and Employers Liability Policy, there must be no maximum limit on the amount of coverage for liability imposed by the Florida Workers' Compensation Act, and if applicable, the United States Longshoremen's and Harbor Workers' Compensation Act or any other Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 13 of 35 Contract Packet - 22 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 14 of 24 coverage customarily insured under Part One of the standard Workers' Compensation and Employers Liability Policy. (C) The minimum limits to be maintained by CONTRACTOR are as specified in Exhibit D. (D) If CONTRACTOR asserts an exemption to the provisions of Chapter 440, Florida Statutes, Workers’ Compensation, as this statute may be amended from time to time, CONTRACTOR shall provide notification to COUNTY’s Risk Manager with the Resource Management Department and shall complete the COUNTY’s Workers’ Compensation Waiver Request. Approval of exemption is subject to COUNTY’s sole discretion. If approved, the named individuals listed in COUNTY’S approved exemption will be the only individuals authorized to perform work under this Agreement. (E) Any vendor or contractor, including CONTRACTOR, using an employee leasing company must complete the COUNTY’S Leased Employee Affidavit. (2) Commercial General Liability. (A) CONTRACTOR’s insurance must cover CONTRACTOR for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office, or equivalent acceptable to COUNTY. Such coverage must not contain any endorsements excluding or limiting Products/Completed Operations, Contractual Liability, or Separation of Insureds. If CONTRACTOR’s work, or work under its direction, control, or sub-contract, requires blasting, explosive conditions, or underground operations, the comprehensive general liability coverage shall contain no exclusion relative to blasting, explosion, collapse of structures, or damage to underground property. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 14 of 35 Contract Packet - 23 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 15 of 24 (B) ISO Endorsement CG 20 10 or CG 20 26 and CG 20 37 or their equivalent must be used to provide such Additional Insured status. (C) The minimum limits to be maintained by CONTRACTOR are as specified in Exhibit D. (3) Business Auto Liability. (A) CONTRACTOR’s insurance must cover CONTRACTOR for those sources of liability which would be covered by Section II of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services Office. Coverage must include owned, non-owned, and hired autos or any auto. In the event CONTRACTOR does not own automobiles, CONTRACTOR shall maintain coverage for hired and non-owned auto liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. If the contract involves operations governed by Sections 29 or 30 of the Motor Carrier Act of 1980, endorsement MCS-90 is required. (B) If CONTRACTOR’S operations involve pollutants as defined in the ISO Form CA 00 01, Form CA9948, Pollution Liability – Broadened Coverage for Covered Autos, is required. (C) The minimum limits to be maintained by CONTRACTOR are as specified in Exhibit D. (e) The maintenance of the insurance coverage set forth in this Section may not be construed to limit or have the effect of limiting CONTRACTOR’s liability under the provisions of Section 16 concerning indemnification or any other provision of this Agreement. Section 18. Dispute Resolution. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 15 of 35 Contract Packet - 24 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 16 of 24 (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Section 22.15, “Prompt Payment Procedures,” Seminole County Administrative Code. COUNTY administrative dispute resolution procedures for contract claims related to this Agreement, other than for proper invoice and payment disputes, are set forth in Section 220.11, “Contract Claims,” Seminole County Code of Ordinances. (b) In any lawsuit or legal proceeding arising under this Agreement, CONTRACTOR hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in COUNTY administrative dispute resolution procedures set forth in subsection (a) above of which CONTRACTOR had knowledge and failed to present during COUNTY administrative dispute resolution procedures. (c) In the event that COUNTY administrative dispute resolution procedures are exhausted, and a lawsuit or legal proceeding is filed, the parties shall exercise best efforts to resolve disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the voluntary mediation shall share the costs of mediation equally. Section 19. Representatives of COUNTY and CONTRACTOR. (a) It is recognized that questions in the day-to-day conduct of performance pursuant to this Agreement may arise. Upon request by CONTRACTOR, COUNTY shall designate and advise CONTRACTOR in writing of one or more of its employees to whom to address all communications pertaining to the day-to-day conduct of this Agreement. The designated representative will have the authority to transmit instructions, receive information, and interpret and define COUNTY’s policy and decisions pertinent to the work covered by this Agreement. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 16 of 35 Contract Packet - 25 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 17 of 24 (b) At all times during the normal work week, CONTRACTOR shall designate or appoint one or more representatives who are authorized to act on behalf of CONTRACTOR and bind CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this Agreement, and who will keep COUNTY continually and effectively advised of such designation. Section 20. All Prior Agreements Superseded. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained in this Agreement and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms of this Agreement may be predicated upon any prior representations or agreements, whether oral or written. Section 21. Modifications, Amendments, or Alterations. No modification, amendment, or alteration in the terms or conditions contained in this Agreement will be effective unless contained in a written amendment executed with the same formality and of equal dignity with this Agreement. Section 22. Independent Contractor. Nothing in this Agreement is intended or may be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting CONTRACTOR (including its officers, employees, and agents) as an agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever. CONTRACTOR is and will remain forever an independent contractor with respect to all services performed under this Agreement. Section 23. Employee Status. Persons employed by CONTRACTOR in the performance of services and functions pursuant to this Agreement have no claim to pension, workers’ Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 17 of 35 Contract Packet - 26 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 18 of 24 compensation, unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY’s officers and employees, either by operation of law or by COUNTY. Section 24. Services Not Provided For. No claim for services provided by CONTRACTOR not specifically provided for in this Agreement will be honored by COUNTY. Section 25. Public Records Law. (a) CONTRACTOR acknowledges COUNTY’s obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and this statute controls over the terms of this Agreement. Upon COUNTY’s request, CONTRACTOR shall provide COUNTY with all requested public records in CONTRACTOR’s possession or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes. (b) CONTRACTOR specifically acknowledges its obligations to comply with Section 119.0701, Florida Statutes, with regard to public records and shall perform the following: (1) CONTRACTOR shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this Agreement, (2) CONTRACTOR shall provide COUNTY with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 18 of 35 Contract Packet - 27 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 19 of 24 (3) CONTRACTOR shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law. (c) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public records required by COUNTY under this Agreement. If CONTRACTOR transfers all public records to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains the public records upon completion of this Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY. (d) Failure to comply with this Section will be deemed a material breach of this Agreement for which COUNTY may terminate this Agreement immediately upon written notice to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in Section 119.10, Florida Statutes. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’s DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY PURCHASING AND CONTRACTS MANAGER, AT 407-665-7116, Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 19 of 35 Contract Packet - 28 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 20 of 24 PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771. Section 26. Governing Law, Jurisdiction, and Venue. The laws of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The sole jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole County, Florida. Section 27. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and subsequently adopted. Any violation of these statutes, ordinances, rules, or regulations will constitute a material breach of this Agreement and will entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to CONTRACTOR. Section 28. Patents and Royalties. Unless otherwise provided, CONTRACTOR is solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONTRACTOR, without exception, shall indemnify and save harmless COUNTY and its employees from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by CONTRACTOR. In the event of any claim against COUNTY of copyright or patent infringement, COUNTY shall promptly provide written notification to CONTRACTOR. If such a claim is made, CONTRACTOR shall use its best efforts to promptly purchase for COUNTY the legitimate version of any infringing products or services or procure a license from the patent or copyright holder at no cost to COUNTY that will allow continued use of the service or product. If none of these alternatives are reasonably available, COUNTY shall Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 20 of 35 Contract Packet - 29 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 21 of 24 return the article on request to CONTRACTOR and receive reimbursement, if any, as may be determined by a court of competent jurisdiction. Section 29. Notices. Whenever either party desires to give notice to the other, it must be given by written notice, sent by registered or certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified. The place for giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice: For COUNTY: Seminole County Utilities Operations 3300 Dike Rd. Winter Park, FL 32792 With a copy to: Seminole County Purchasing & Contracts Division 1301 E. Second Street Sanford, FL 32771 For CONTRACTOR: Ferguson Waterworks 801 Thorpe Rd. Orlando, FL 32824 Section 30. Rights At Law Retained. The rights and remedies of COUNTY provided for under this Agreement are in addition and supplemental to any other rights and remedies provided by law. Section 31. Headings and Captions. All headings and captions contained in this Agreement are provided for convenience only, do not constitute a part of this Agreement, and may not be used to define, describe, interpret or construe any provision of this Agreement. Section 32. E-Verify System Registration. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 21 of 35 Contract Packet - 30 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 22 of 24 (a) CONTRACTOR must register with and use the E-Verify system to verify the work authorization status of all new employees prior to entering into this Agreement with COUNTY. If COUNTY provides written approval to CONTRACTOR for engaging with or contracting for the services of any subcontractors under this Agreement, CONTRACTOR must require certification from the subcontractor that at the time of certification, the subcontractor does not employ, contract, or subcontract with an unauthorized alien. CONTRACTOR must maintain a copy of the foregoing certification from the subcontractor for the duration of the agreement with the subcontractor. (b) If COUNTY has a good faith belief that CONTRACTOR has knowingly violated this Section, COUNTY shall terminate this Agreement. If COUNTY terminates this Agreement with CONTRACTOR, CONTRACTOR may not be awarded a public contract for at least one (1) year after the date on which this Agreement is terminated. If COUNTY has a good faith belief that a subcontractor knowingly violated this Section, but CONTRACTOR otherwise complied with this Section, COUNTY must promptly notify CONTRACTOR and order CONTRACTOR to immediately terminate its agreement with the subcontractor. (c) CONTRACTOR shall execute and return the Affidavit of E-Verify Requirements Compliance, attached to this Agreement as Exhibit E, to COUNTY. Section 33. Foreign Country of Concern Attestation. When providing services to COUNTY involving access to personally identifiable information, as defined in Section 501.171, Florida Statutes, CONTRACTOR shall also execute and return the Foreign Country of Concern Attestation, attached and incorporated to this Agreement as Exhibit F. Through this attestation, CONTRACTOR affirms that it is neither owned nor controlled by a government of a Foreign Country of Concern, nor organized under the laws of such a country, as required by section 287.138, Florida Statutes. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 22 of 35 Contract Packet - 31 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 23 of 24 Section 34. Anti-Human Trafficking Affidavit. In accordance with Section 787.06(13), Florida Statutes, 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 attached and incorporated to this Agreement as Exhibit G. Such Affidavit shall be required when executing, renewing or extending a contract. The remainder of this page has been intentionally left blank. Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 23 of 35 Contract Packet - 32 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________ Inventory Parts for Utilities Operations Division (IFB-605032-25/LTT) Page 24 of 24 IN WITNESS WHEREOF, the parties have made and executed this Agreement for the purposes stated above. ATTEST:FERGUSON ENTERPRISES, LLC. DBA FERGUSON WATERWORKS By: Witness Print Name Print Name Witness Title Print Name Date SEMINOLE COUNTY, FLORIDA By: Witness Gladys Marrozos, Procurement Administrator Print Name Date: Witness Print Name As authorized for execution by the Board of County Commissioners at its September 23 regular meeting. 05/16/2025 T:\Users\alanius\Templates\5.16.24 Purchasing template IFB-RFP Term Contract-No Attorney Signature- Materials&Services.docx Attachments: Exhibit A - Scope of Services Exhibit B - Sample Purchase Order Exhibit C - Contract Pricing Exhibit D - Insurance Requirements Exhibit E - Affidavit of E-Verify Requirements Compliance Exhibit F - Foreign Country of Concern Attestation Exhibit G- Anti-Human Trafficking Affidavit Exhibit H- Americans with Disabilities Act Affidavit Justin Montandon Kaylen Gould Liduvina Torres Rachel Horne Rob Pinkston Area Sales Manager October 14, 2025 October 16, 2025 Justin Montandon Digitally signed by Justin MontandonDate: 2025.10.15 11:32:44 -04'00' Digitally signed by: kaylen.gould@ferguson.com DN: CN = kaylen.gould@ferguson.com Date: 2025.10.16 10:15:35 -04'00' kaylen.gould@ferguso n.com Liduvina Torres Digitally signed by Liduvina Torres Date: 2025.10.16 10:56:48 -04'00' Rachel Horne Digitally signed by Rachel Horne Date: 2025.10.16 14:43:42 -04'00' Digitally signed by: Rob Pinkston DN: CN = Rob Pinkston email = rob.pinkston@ferguson.com C = US O = Ferguson Enterprises, LLC dba. Ferguson Waterworks Date: 2025.10.14 15:31:06 -04'00'Rob Pinkston Gladys Marrozos Digitally signed by Gladys Marrozos Date: 2025.10.16 10:52:32 -04'00' Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 24 of 35 Contract Packet - 33 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 SCOPE OF SERVICES The Seminole County Utility Operations Division is seeking a vendor to provide routine purchases of inventory parts on a high-volume basis. The County will acquire these parts and miscellaneous appurtenances at a volume discount from the published catalog price for such inventory parts and materials. This discount will include shipping and handling charges. All items will be ordered as needed, with no guaranteed annual volume. PRICE LISTS: The percentage discount from catalog list prices must remain firm for one year from the bid opening date. Upon award, the successful Bidder(s) must provide four (4) copies of the approved catalog price lists free of charge for use by various divisions and departments in Seminole County. All price list revisions and any changes to discounts shall be submitted to the Purchasing and Contracts Division for review and approved no less than thirty (30) days before the requested implementation date. Changes shall become effective only upon written approval from the County. The Contractor shall provide catalog pricing information and the discounted amount with all requested quotes. Unless specified in the individual orders, all items must be new and in first-class condition, including containers suitable for shipment and storage. All product specifications shall comply with the industry's approved standards for the applicable service. Samples requested must be provided within five (5) working days of the request, at no cost to the County. Any samples not purchased will be returned to the Supplier at the Supplier's expense. The supplier must provide two copies of the Material Safety Data Sheet (MSDS) for each item to the County Utilities Department, Utility Operations Division, 3300 Dike Road, Winter Park, FL 32792. Items listed on the Bid Form are examples of the parts and/or equipment that the County may procure on an ongoing basis. This list is not all-inclusive, and the County may have additional needs that could include other parts or equipment used as part of the inventory to maintain the operation of the Utilities Department in Seminole County. Please do not send catalogs when submitting bids. EXHIBIT A Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 25 of 35 Contract Packet - 34 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ORDER NUMBER: 48148 FLORIDA SALES: 85-8013708974C-0 Board of County Commissioners ALL PACKING SLIPS INVOICES AND CORRESPONDENCE MUST REFER TO THIS ORDER NUMBERFEDERAL SALES/USE: 59-6000856 PURCHASE ORDER S ORDER DATE 01/14/2021 HT REQUISITION 63930 - OR I O REQUESTOR P VENDOR # 409286 ANALYST V SUBMIT ALL INVOICES TO: AP@seminoleclerk.org Seminole Count Clerk & Comptroller POST OFFICE BOX 8080 SANFORD, FL 32772 Accts. Payable Inquiries - Phone (407) 665 7656 E N D O R ORDER INQUIRIES THIS ORDER IS SUBJECT TO THE TERMS & CONDITIONS ON THE REVERSE SIDE OF THIS ORDER. TOTAL AMOUNT  PURCHASING AND CONTRACT DIVISION 1301 EAST SECOND STREET SANFORD FLORIDA 32771         AUTHORIZED SIGNATURE FOR THE SEMINOLE COUNTY BOARD OF COUNTY COMMISSIONERS 11 ITEM # QTY UNIT ITEM DESCRIPTION UNIT PRICE EXTENDED PRICE 1.00 EA 0.00 EXHIBIT B Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 26 of 35 Contract Packet - 35 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 Terms and Conditions 1. Acceptance/Entire Agreement. This Purchase Order ("PO") is enteredinto between Seminole County, Florida ("County") and the Supplier referenced herein (individually, referred to as "Party," and collectively, "Parties"). By accepting this PO, Supplier accepts all Terms and Conditionscontained herein. This PO, including specifications and drawings, if any, and referenced documents, such as solicitations and responses constitutes the entire agreement between the Parties. Whenever terms and conditions ofMain Agreement, if any, conflict with any PO issued pursuant to MainAgreement, Main Agreement will control. 2. Inspection. Notwithstanding any prior payment or inspection, allgoods/services are subject to inspection/rejection by County at any time,including during manufacture, construction or preparation. To the extent a PO requires a series of performances by Supplier, County reserves right to cancel remainder of PO if goods/services provided during the term of PO arenon-conforming or otherwise rejected. Without limiting any rights County may have, County, at its sole option, may require Supplier, at Supplier's expense to: (a) promptly repair or replace any or all rejected goods, or to cure or re-perform any or all rejected services; or (b) refund price of any or all rejected goods or services. All rejected goods will be held for Supplier's prompt inspection at Supplier's risk. Nothing contained in PO will relieve Supplier'sobligation of testing, inspection and quality control.3. Packing & Shipping. Unless otherwise specified, all goods must be packed, packaged, marked and prepared for shipment in a manner that is:(a) in accordance with good commercial practice; (b) acceptable to commoncarriers for shipment at the lowest rate for the particular good; (c) in accordance with local, state, and federal regulations; and (d) protected against weather. Supplier must mark all containers with necessary lifting,handling, shipping information, PO number, date of shipment and the name of the consignee and consignor. An itemized packing sheet must accompany each shipment.4. Delivery; Risk of Loss. All goods are FOB destination, and risk of losswill remain with Supplier until delivery by Supplier and acceptance by County. Goods delivered by Supplier that are damaged, defective, orotherwise fail to conform to PO may be rejected by County or held by Countyat Supplier's risk and expense. County may charge Supplier for cost(s) to inspect, unpack, repack, store and re-ship rejected goods. 5. Delivery of Excess Quantities. If Supplier delivers excess quantities ofgoods without prior written authorization from County, excess quantities of goods may be returned to Supplier at Supplier's expense. 6. Time is of the Essence. Time is of the essence for delivery of goods/services under PO. Failure to meet delivery schedules or deliver within areasonable time, as determined by County, entitles County to seek all remedies available at law or in equity. County reserves right to cancel anyPO and procure goods/services elsewhere if delivery is not timely. Supplieragrees to reimburse County for all costs incurred in enforcing its rights. Failure of County to cancel PO, acceptance, or payment will not be deemed a waiver of County's right to cancel remainder of PO. Delivery date or time inPO may be extended if Supplier provides a written request in advance of originally scheduled delivery date and time and County agrees to delayed delivery in writing prior to originally scheduled delivery date and time.7. Warranties. Supplier warrants to County that all goods/services covered by PO conform strictly to specifications, drawings or samples specified or furnished by County, and are free from: (a) defects in title; and (b) latent orpatent defects in material or workmanship. If no quality is specified byCounty, Supplier warrants to County that goods/services are of the best grade of their respective kinds, meet or exceed applicable standards forindustry represented, are merchantable (as to goods) and are fit for County'sparticular purpose. Supplier warrants that at the time County accepts the goods/services, the goods/services will have been produced, sold, delivered and furnished in strict compliance with all applicable federal and state laws,regulations, ordinances, rules, labor agreements and working conditions to which goods/services are subject. Supplier warrants the title to goods furnished under PO is valid, transfer of such title to County is rightful andgoods are free of any claims or liens of any nature whatsoever, whetherrightful or otherwise, of any person, corporation, partnership or association. All applicable manufacturers' warranties must be furnished to County at timeof delivery of goods or completion of service. All warranties are cumulativeand are in addition to any other express or implied warranties provided by law. 8. Indemnification. To the fullest extent permitted by law, Supplier assumesany and all liability for damages, breach of PO, loss or injury of any kind or nature whatsoever to persons or property caused by, resulting from or related to the goods/services provided under PO. To the fullest extentpermitted by law, Supplier shall indemnify and hold harmless County, itscommissioners, officers, employees and agents from and against any and all claims, damages, demands, lawsuits, losses, costs and expenses, includingattorneys' fees, patent, copyright or trademark infringement, judgments,decrees of whatsoever nature which County may incur as a result of claims, demands, lawsuits or causes of action of any kind or nature arising from,caused by or related to goods/services furnished by Supplier, its officers,employees, agents, partners, principals or subcontractors. Remedies afforded to County by this section are cumulative with and in no way affect any other legal remedy County may have under PO or at law. Supplier's obligations under PO must not be limited by any insurance coverage or byany provision in or exclusion or omission from any policy of insurance. 9. Insurance. Supplier, at its sole expense, shall maintain insurance coverage acceptable to County. All policies must name County as anadditional insured. All Insurance Certificates must be provided to the Purchasing and Contracts Division within ten (10) days of request. Supplier shall notify County, in writing, of any cancellation, material change, oralteration to Supplier's Certificate of Insurance.10. Modifications. PO may be modified or rescinded in writing by County. 11. Material Safety Data Sheets. At time of delivery, Supplier agrees toprovide County with a current Material Safety Data Sheet for any hazardouschemicals or toxic substances, as required by law. 12. Pricing.Supplier agrees that pricing included on PO shall remain firm through and until delivery of goods and/or completion of services, unlessotherwise agreed to by the Parties in writing. 13. Invoicing & Payment. After delivery of goods/services by Supplier and acceptance by the County, the Supplier must electronically submit an originalinvoice via email to AP@seminoleclerk.org or may mail the invoice, if electronic invoice is not available, to: Seminole County Clerk of the Circuit Court and Comptroller, P.O. Box 8080, Sanford, Florida 32772. Invoicesmust be billed at pricing stipulated on PO and must include the County'sPurchase Order Number. Thereafter, all payments and interest on any late payments will be paid in compliance with Florida Prompt Payment Act, §218.70, Florida Statutes.14. Taxes. County is exempt from Florida sales tax, federal taxes on transportation charges and any federal excise tax. County will not reimburse Supplier for taxes paid.15. Termination. County may terminate PO, in whole or in part, at any time, either for County's convenience or because of Supplier's failure to fulfill its obligations under PO, by written notice to Supplier. Upon receipt of writtennotice, Supplier must discontinue all deliveries affected unless written noticedirects otherwise. In the event of termination, County will be liable only for materials procured, work completed or services rendered or supplies partiallyfabricated, within the authorization of PO. In no event will County be liable forincidental or consequential damages by reason of such termination. 16. Equal Opportunity Employer. County is an Equal Employment Opportunity ("EEO") employer, and as such, requires all Suppliers to complywith EEO regulations with regards to race, color, religion, sex, national origin, age, disability or genetic information, as may be applicable to Supplier. Any subcontracts entered into, as authorized by County, must make reference tothis clause with the same degree of application being encouraged.17. Assignment. Supplier may not assign, transfer, or subcontract PO or any right or obligation under it without County's written consent. Anypurported assignment, transfer, or subcontract will be null and void.18. Venue & Applicable Law. The laws of the State of Florida govern validity, enforcement, and interpretation of PO. The sole jurisdiction and venue for any legal action in connection with PO will be in the courts ofSeminole County, Florida. 19. Fiscal Non-Funding. In the event sufficient budgeted funds are not available for payment to Supplier for a new fiscal period, County shall notifySupplier of such occurrence and PO will terminate on the last day of the current fiscal period without penalty or expense to County. 20. Public Records. Supplier acknowledges that PO and any relatedfinancial records, audits, reports, plans, correspondence and otherdocuments may be subject to disclosure to members of the public pursuant to Chapter 119, Florida Statutes. Supplier shall maintain all public recordsand, upon request, provide a copy of requested records or allow records tobe inspected within a reasonable time. Supplier shall also ensure that any public records that are exempt or confidential from disclosure are not disclosed except as authorized by law. In event Supplier fails to abide byprovisions of Chapter 119, Florida Statutes, County may, without prejudice to any other right or remedy and after giving Supplier seven (7) days written notice, during which period Supplier still fails to allow access to suchdocuments, terminate PO.IF SUPPLIER HAS QUESTIONS REGARDINGAPPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO SUPPLIER' S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO PO, CONTACTCUSTODIAN OF PUBLIC RECORDS AT: 407-665-7116,PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771. 21. Right to Audit Records. County will be entitled to audit the books andrecords of Supplier to the extent that the books and records relate to this PO. Supplier must maintain books and records relating to this PO for a period of three (3) years from the date of final payment under the PO, unless theCounty authorizes otherwise in writing.22. Severability. If any section, sentence, clause, phrase or portion of PO are, for any reason, held invalid or unconstitutional by any court ofcompetent jurisdiction, such portion will be deemed separate, distinct, andindependent and such holding will not affect validity of remaining portion of PO.23. Headings & Captions. All headings and captions contained in PO areprovided for convenience only, do not constitute a part of PO, and may not be used to define, describe, interpret or construe any provision of PO. Rev. 10/2021 EXHIBIT B Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 27 of 35 Contract Packet - 36 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 Ferguson Enterprises, LLC. DBA Ferguson Waterworks IFB-605032-25?LTTInventory Parts For Utilities Operations BID FORM Line Item Description Unit of Measure Percentage IRON PIPES AND FITTINGS 1 Ductile Iron 3” thru 48” each 45% 2 Restrained Gaskets for Push-on Pipe each 70% 3 Mechanical Joint (All Joints and Style Fittings) each 18% 4 Flanged Fittings (All Styles) each 18% 5 Gaskets each 78% 6 Threaded Fittings (All Styles) each 70% 7 Bolt and Gasket Kits each 18% 8 Flange Adapters each 35% 9 Restrainer Systems each 35% 10 Restrainer Kits each 35% 11 Service Saddles (All Types) each 39% 12 Stainless Steel Repair Clamps each 31% 13 Valves (All Styles and Types) each 45% 14 Fire Hydrant Items, Repair Parts, and Kits each 10% 15 Fire Hydrants each 36% GALVANIZED PIPE AND FITTINGS 16 Galvanized Pipes (All Styles and Types) each 50% 17 Galvanized Fittings (All Styles and Types) each 75% 18 Galvanized Couplings each 25% FORD BRASS PIPE AND FITTINGS 19 Brass Pipe (All Sizes and Ratings) each 92% 20 Brass Fittings (All Styles and Types) each 45% 21 Vacuum Breakers (All Styles and Types) each 15% 22 Valves (All Styles and Types) each 60% PVC PIPES AND FITTINGS 23 PVC, ½" thru 4” each 15% 24 PVC Fittings (All Styles and Types) each 66% 25 Plastic Pipe (All Sizes, Ratings, and Style) each 50% 26 PVC Restrainer Kits each 43% 27 HDPE (Poly) 1” thru 24”, Pipe, Fittings each 50% ELECTRICAL 28 Relays including Sockets and Holders each 0% 29 NEMA Motor Starters each 0% 30 Switches (All Styles and Types) each 0% 31 Motor Starters, Contacts, Repair Part each 0% EXHIBIT C Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 28 of 35 Contract Packet - 37 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 Ferguson Enterprises, LLC. DBA Ferguson Waterworks IFB-605032-25?LTTInventory Parts For Utilities Operations Line Item Description Unit of Measure Percentage 32 Including Renewal Kits each 0% 33 Conduit (All Styles and Types) each 0% 34 Conduit Fittings each 0% 35 Wire each 0% 36 Fuses each 0% 37 Light fixtures each 0% 38 Light Bulbs each 0% 39 Miniature Bulbs each 0% 40 Indicating lights each 0% 41 Strut/Straps and Related Electrical each 0% 42 Hardware each 0% 43 Terminals, Splice Kits & Misc. each 0% 44 Connectors each 0% 45 Electrical Tape and Insulation each 0% SAFETY HARDWARE AND MISCELLANEOUS ITEMS 46 Flagging/Caution Tape each 1% 47 First aid kits and refills each 1% 48 Safety goggles and shields each 1% 49 Gloves each 1% 50 Ear plugs each 1% 51 Paints each 1% 52 Spray Lubricants each 1% 53 Teflon Dry Lubricate each 1% 54 Chain Lubricate each 1% 55 Odor control agents each 1% 56 Oil and Canned Lubricate each 1% 57 Nuts, Bolts & Washers (All Styles and Types) each 1% 58 Threaded Rod (All Styles and Types) each 1% 59 Glues and Adhesives each 1% 60 Tapes (All Styles and Types) each 1% 61 Fasteners each 1% 62 Cement (All Styles and Types) each 1% 63 Cleaner (All Styles and Types) each 1% 64 Pipe Sealant, All Types each 1% SPECIALTY ITEMS 65 Pipe Restraints (All Styles and Types) each 35% EXHIBIT C Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 29 of 35 Contract Packet - 38 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 INSURANCE REQUIREMENTS IFB-605032-25 Inventory Parts Ior Utilities Operations Division The following insurance requirements and limits of liability are required: A. Workers’ Compensation & Employers’ Liability Insurance: Workers’ Compensation: Statutory Employers’ Liability: $ 1,000,000 Each Accident $ 1,000,000 Disease Aggregate $ 1,000,000 Disease Each Employee B. Commercial General Liability Insurance: $ 1,000,000 Per Occurrence $ 2,000,000 General Aggregate $ 2,000,000 Products and Completed Operations $ 1,000,000 Personal and Advertising Injury C. Business Automobile Liability Insurance: $ 1,000,000 Combined Single Limit (Any Auto or Owned, Hired, and Non-Owned Autos) EXHIBIT D Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 30 of 35 Contract Packet - 39 of 47 Docusign Envelope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eminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 31 of 35 Contract Packet - 40 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 EXHIBIT E Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 32 of 35 Contract Packet - 41 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 ______________________________________________________________________________ PUR 1355 (10/23) Page 1 of 1 Rule 60A-1.020, F.A.C. FOREIGN COUNTRY OF CONCERN ATTESTATION (PUR 1355) This form must be completed by an officer or representative of an entity submitting a bid, proposal, or reply to, or entering into, renewing, or extending, a contract with a Governmental Entity which would grant the entity access to an individual’s Personal Identifying Information. Capitalized terms used herein have the definitions ascribed inௗRule 60A-1.020, F.A.C. Ferguson Enterprises, LLC dba. Ferguson Waterworks is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: Title: Signature: Date: Rob Pinkston Area Sales Manager 5/14/2025 EXHIBIT F Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 33 of 35 Contract Packet - 42 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 EXHIBIT G Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 34 of 35 Contract Packet - 43 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 EXHIBIT H Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 35 of 35 Contract Packet - 44 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 Exhibit B IFB-605032-25 Pricing Contract Packet - 45 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 Ferguson Enterprises, LLC. DBA Ferguson Waterworks IFB-605032-25?LTTInventory Parts For Utilities Operations BID FORM Line Item Description Unit of Measure Percentage IRON PIPES AND FITTINGS 1 Ductile Iron 3” thru 48” each 45% 2 Restrained Gaskets for Push-on Pipe each 70% 3 Mechanical Joint (All Joints and Style Fittings) each 18% 4 Flanged Fittings (All Styles) each 18% 5 Gaskets each 78% 6 Threaded Fittings (All Styles) each 70% 7 Bolt and Gasket Kits each 18% 8 Flange Adapters each 35% 9 Restrainer Systems each 35% 10 Restrainer Kits each 35% 11 Service Saddles (All Types) each 39% 12 Stainless Steel Repair Clamps each 31% 13 Valves (All Styles and Types) each 45% 14 Fire Hydrant Items, Repair Parts, and Kits each 10% 15 Fire Hydrants each 36% GALVANIZED PIPE AND FITTINGS 16 Galvanized Pipes (All Styles and Types) each 50% 17 Galvanized Fittings (All Styles and Types) each 75% 18 Galvanized Couplings each 25% FORD BRASS PIPE AND FITTINGS 19 Brass Pipe (All Sizes and Ratings) each 92% 20 Brass Fittings (All Styles and Types) each 45% 21 Vacuum Breakers (All Styles and Types) each 15% 22 Valves (All Styles and Types) each 60% PVC PIPES AND FITTINGS 23 PVC, ½" thru 4” each 15% 24 PVC Fittings (All Styles and Types) each 66% 25 Plastic Pipe (All Sizes, Ratings, and Style) each 50% 26 PVC Restrainer Kits each 43% 27 HDPE (Poly) 1” thru 24”, Pipe, Fittings each 50% ELECTRICAL 28 Relays including Sockets and Holders each 0% 29 NEMA Motor Starters each 0% 30 Switches (All Styles and Types) each 0% 31 Motor Starters, Contacts, Repair Part each 0% EXHIBIT C Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 28 of 35 Contract Packet - 46 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5 Ferguson Enterprises, LLC. DBA Ferguson Waterworks IFB-605032-25?LTTInventory Parts For Utilities Operations Line Item Description Unit of Measure Percentage 32 Including Renewal Kits each 0% 33 Conduit (All Styles and Types) each 0% 34 Conduit Fittings each 0% 35 Wire each 0% 36 Fuses each 0% 37 Light fixtures each 0% 38 Light Bulbs each 0% 39 Miniature Bulbs each 0% 40 Indicating lights each 0% 41 Strut/Straps and Related Electrical each 0% 42 Hardware each 0% 43 Terminals, Splice Kits & Misc. each 0% 44 Connectors each 0% 45 Electrical Tape and Insulation each 0% SAFETY HARDWARE AND MISCELLANEOUS ITEMS 46 Flagging/Caution Tape each 1% 47 First aid kits and refills each 1% 48 Safety goggles and shields each 1% 49 Gloves each 1% 50 Ear plugs each 1% 51 Paints each 1% 52 Spray Lubricants each 1% 53 Teflon Dry Lubricate each 1% 54 Chain Lubricate each 1% 55 Odor control agents each 1% 56 Oil and Canned Lubricate each 1% 57 Nuts, Bolts & Washers (All Styles and Types) each 1% 58 Threaded Rod (All Styles and Types) each 1% 59 Glues and Adhesives each 1% 60 Tapes (All Styles and Types) each 1% 61 Fasteners each 1% 62 Cement (All Styles and Types) each 1% 63 Cleaner (All Styles and Types) each 1% 64 Pipe Sealant, All Types each 1% SPECIALTY ITEMS 65 Pipe Restraints (All Styles and Types) each 35% EXHIBIT C Seminole County Clerk of the Circuit Court and Comptroller eCertified at 10/17/2025 11:20:33 -04:00 eCertified Id: BDE2-B2J1-B90Q Page 29 of 35 Contract Packet - 47 of 47 Docusign Envelope ID: 9549259D-8A4D-43BF-90EF-78A2606CA7E5