HomeMy WebLinkAbout2002 02 25 Consent A Ground Effects Lanscape Maintenance Agreement
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COMMISSION AGENDA
ITEM A
CONSENT X
INFORMATIONAL
PUBLIC HEARING
REGULAR
February 25,2002
Meeting
MGR ~EPT //}/'
Authorization
REQUEST: Public Works Department Requesting Approval to enter into an Agreement with
Ground Effects Landscape Maintenance, Inc. for landscape and irrigation
maintenance services on areas improved by the Tuscawilla Lighting and
Beautification District.
PURPOSE: The purpose of this Board item is to request Approval of the Agreement between
Ground Effects Landscape Maintenance, Inc of Orlando, Florida and the City of Winter
Springs for maintenance of the Tuscawilla Lighting and Beautification District Project
landscaping and irrigation improvements in the amount of$77,993.00.
CONSIDERA TIONS:
This agreement is needed for the landscape and irrigation maintenance of the
entranceways and Winter Springs Boulevard improvements made by the Tuscawilla Lighting
and Beautification District Project. The areas to be maintained are located at the various major
and minor entranceways to Tuscawilla as well as Winter Springs Boulevard from Tuskawilla
Road to Seneca Boulevard,
Bid # ITB-007-02/GE was opened on January 16,2002, The low bidder was C&M
Lawn Care & More of Oviedo. However, they failed to sign the bid, did not provide the
required bid security and failed to quantify Addendum #1 to the bid. They were determined to
be non-responsive and their bid was rejected.
The next lowest bidder was Ground Effects Landscape Maintenance, Inc of Orlando
with a bid of $77,993.00, which was in order. Their references were checked and found to be
acceptable. The TLBD Advisory Committee met on February 11 th and voted unanimously to
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February 25,2002
Consent Agenda Item A
Page 2
recommend the award to Ground Effects Landscape Maintenance. The minutes were not
available to be included in this package.
A separate contract for fertilization and pest control for these same areas will be
presented for Commission consideration at the next meeting.
FUNDING:
The $77,993.00 will be encumbered to the TLBD Maintenance Fund line code (184-
54686). The award amount is less than the $125,000 budgeted in this line code.
RECOMMENDA TION:
It is recommended that authorization be granted to enter into an Agreement
with Ground Effects Landscape Maintenance for the maintenance of the TLBD
improvements in the amount of$77,993.00 payable from the TLBD Maintenance Fund
(184-54686).
IMPLEMENTA TION SCHEDULE:
The maintenance contractor will take over maintenance as areas are completed
and accepted. All areas should be under maintenance contract by May. Staff is
developing an RFP for a maintenance coordinator to oversee contractual hardscape and
maintenance work. The RFP should be ready for advertisement by the end of the
month.
ATTACHMENTS:
1. City Clerk Bid Summary
2. Agreement Form
3. Capital Project Coordinator Recommendation
C.
A TT ACHMENT NO. 1
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CITY OF WINTER SPRINGS, FLORIDA
1126 EAST STATE ROAD 434
WINTER SPRINGS, FLORIDA 32708-2799
Telephone: (407) 327-1800
Fax: (407) 327-4753
E-mail: conlactus@winterspringsfl.org
BID NUMBER: ITB-007-02lGE
BOULEVARD AND ENTRANCE WAYS LANDSCAPE MAINTENANCESERVICE~
BID CLOSING: JANUARY 16,2002
Bid Closing Was Called By:
, 'Nancy VObornik, Purchasing Coordinator
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Bid Opened:
Bid Closed:
3:05 p.m.
3: 10 p.m.
Witnesses:
George Edwards, Capital Projects Coordinator
Holly Pierstorff, Assistant To The City Clerk
Five (5) Bids Received:
l. P & L LA wN MAINTENANCE INC.
AGENT: LARRY COMAS, PRESlDENT, 7301 GARDNER STREET, WlNTER PARK, FLORIDA
32792
TELEPHONE: (407) 679-2810 FASCIMILE: (407) 679-1085
BlD AMOUNT: $99,6[2.00
2. VILA & SON LANDSCAPING COMPANY
AGENT: NOT LEGIBLE, GENERAL MANAGER, [900 WILLIAMS ROAD, WINTER GARDEN,
FLORIDA 34787
TELEPHONE: NOT PROVlDED FASCIMILE: NOT PROVlDED
BlD AMOl.JNT: $89,556.86
3. GROUND EFFECTS LANDSCAPE MAINTENANCE INC.
AGENT: MAUREEN HENDERSON, PRESIDENT, PO BOX 620713, ORLANDO, FLORIDA 32862
TELEPHONE: (407) 826-4600 FASCIMILE: NOT PROVlDED
BlD AMOUNT: $77,993.00
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4.
GRASS EXPRESSIONS, INC.
AGENT: CAROL GODSHALK, PRESlDENT, PO BOX 536268, ORLANDO, FLORIDA 32853-
6268
TELEPHONE: (407) 896-3028 FASCIMILE: (407) 896-4723
BlD AMOUNT: $90,480.00
s. C & M LAWN CARE & MORE
AGENT: NOT PROVlDED, 4851 PUBLlX ROAD, OVIEDO, FLORIDA 32765
TELEPHONE: NOT. PROVlDED FASCIM[LE: NOT PROVlDED
BID gUNT: $38,700.00
Holly Pier orff, Assistant T
City of nler Springs
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Copy: Mr. Kip Lockcuff, Director, Public Works Department
Ms, Nancy Vouornik, Purchasing Department
A TT ACHMENT NO. 2
SECTION 00500
AGREEMENT FORM
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THIS AGREEMENT is made and entered into this day of , 2002, by and
between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, hereinafter referred to as
"City", located at 1126 East State Road 434, Winter Springs, FL 32708, and Ground Effects Landscape
Maintenance, Inc. a Florida corporation hereinafter referred to as .Service Provider".
WITNESSETH:
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WHEREAS, City wishes to obtain Landscape Maintenance services for Boulevard and Entrance Ways on
a continuing basis; and
WHEREAS, Service Provider participated in the selection and negotiation process; and
WHEREAS, Service Provider is willing to provide such Landscape Maintenance for boulevard and
entranceways for the City under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties covenant and agree as follows:
1.0 RECITALS
1.1
reference.
The foregoing recitals are deemed to be true and accurate and are fully incorporated herein by
2.0 TERM AND DEFINITIONS
2.1 This contract shall be in effect for twelve (12) months commencing on the Effective Date. The
City may extend this contract for two (2) additional one year terms, provided the City determines, in its discretion,
that Service Provider has adequately performed during the previous term of this contract. In the event this
contract is extended, the contract price may be adjusted to allow for consumer price increases based on Bureau
of Labor and Statistics - Producer Price Index not to exceed 2 (two) percent. The adjustment will be based on
the annual contract period from the same period of the previous year and calculated 30 days prior to renewal.
The Agreement may be canceled in whole or part by the City or the Service Provider, upon giving at least (30)
days written notice prior to cancellation; EXCEPT that non-performance on the part of the Service Provider will be
grounds for immediate termination. Unless otherwise provided in said notice, all work being performed by Service
Provider at the time of receipt of the notice shall immediately cease and no further work shall be provided by
Service Provider under this contract.
2.2 Definitions. The following words and phrases used in this Agreement shall have the following
meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this
Agreement, as amended from time to time, which shall constitute authorization
for the Service Provider to provide the landscape maintenance services
approved by the City.
b. "Effective Date" shall be the date on which the last signatory hereto shall execute
this Agreement, and it shall be the date on which this Agreement shall go into
effect. The Agreement shall not go into effect until said date.
c. .Service Provider" shall mean Ground Effects landscape Maintenance, Inc. a
Florida Corporation, and its principals, officers, employees, and agents.
d. "Public Record. shall have the meaning given in Section 119.011 (1), Florida
Statutes.
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e. "Work" or .Services. shall be used interchangeably and shall include the
performance of the work agreed to by the parties in this Agreement.
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f. "City Project Manager" or "Designated Representative" or "Project Director" shall mean t/Je Public
Works/Utilities Director for the City, or his designee, who is to provide the general administration',
of the contract.
3.0 SCOPE OF SERVICES
3.1 Service Provider shall provide landscape and irrigation maintenance services for boulevard and
Entranceways, including the furnishing of all labor, equipment, tools, materials, incidentals and the performing of
all operations necessary as described in the Project Manual.
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4.0 CHANGES IN THE SCOPE OF WORK
4.1 City may make changes in the Services at any time by giving written notice to Service Provider. If
such changes increase (additional services) or decrease or eliminate any amount of Work, City and Service
Provider will negotiate any change in total cost or schedule modifications. If the City and the Service Provider
approve any change, the Contract will be modified in writing to reflect the changes. All change orders shall be
authorized in writing by City's and Service Provider's designated representative.
4.2 All of City's amendments thereto shall be performed in strict accordance with the terms of this
Agreement insofar as they are applicable.
5.0 SCHEDULE
5.1 Service Provider shall perform services in conformance with the schedule reasonably established
by the City Project Manager. Service Provider shall complete all of said services in a timely manner and will
keep City apprized of the status of work on at least a monthly basis or as otherwise reasonably requested by the
City. Should Service Provider fall behind on the established schedule, it shall employ such resources so as to
comply with the schedule.
5.2 No extension for completion of services shall be granted to Service Provider without City's prior
written consent.
6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES
OF SERVICE PROVIDER
6.1 General Bid Services. The City shall only pay Service Provider for services actually performed
based on the Bid Form. If this contract is extended, the total annual amount paid to Service Provider shall not
exceed that above mentioned number adjusted by the Producer Price Index as set forth in paragraph 2.1 of this
contract.
6.2 Additional Services. From time to time during the term of this Agreement, City may request that
Service Provider perform additional Services not required under the Project Manual. For those additional services
agreed upon by the City and Service Provider in writing, City agrees to pay Service Provider a total amount equal
to that mutually agreed upon by the parties in writing.
6.3 Payment. Upon receipt of a proper invoice from Service Provider, the City agrees to pay the
Service Provider the invoice amount providing said amount accurately reflects the terms and conditions of this
Agreement. Invoices may only be submitted on a monthly basis unless otherwise agreed by the City. Unless
otherwise agreed in writing by the City, there shall be no other compensation paid to the Service Provider and its
principals, employees, and independent professional associates and consultants in the performance of Work
under this Agreement. The City agrees to make all payments due within thirty (30) days of receipt of a proper
invoice delivered by Service Provider. The Service Provider may only bill the City for actual work performed.
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7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or observe the services perfom'ied by
Service Provider. '
7.2 No inspection, review, or observation shall relieve Service Provider of its responsibility under this
Agreement.
8.0 AUDIT AND INSPECTIONS
All Service Provider's records with respect to any matters covered by this Agreement shall be made
available to the City, at any time during normal business hours, as often as the City deems necessary, to audit,
examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be
fully cleared by the Service Provider within thirty (30) days after receipt by the Service Provider. Failure of the
Service Provider to comply with the above audit requirements will constitute a material breach of this Agreement
and may result, at the sole discretion of the City, in the withholding of payment for services provided under this
Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
9.1 Service Provider shall do, perform and carry out in a professional manner all
Services required to be performed by this Agreement. Service Provider shall also use the degree of care and
skill in performing the Services that are ordinarily exercised under similar circumstances by reputable members of
Service Provider's profession working in the same or similar locality as Service Provider.
1 0.0 SUBMITTAL OF PROGRESS REPORTS
10.1 Service Provider shall submit a monthly written progress report as to the status of all Work set
forth in this Agreement. The report shall in a sufficient manner demonstrate that any funds expended were used
to provide the agreed-upon Services. If the detail is not sufficient in the City Project Manager's reasonable
discretion to permit the City to determine the Work performed or the manner in which it is being performed, the
City may seek more detail from the Service Provider.
11.0 WARRANTY OF PROFESSIONAL SERVICES
11.1 The Service Provider (for itself and any of its employees, contractors, partners,
and agents used to perform the Services) hereby warrants unto the City that all of its employees (and those of
any of its contractors, partners, and agents used to perform the Services) have sufficient experience to properly
compl~te the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any
Work, the Service Provider shall supervise and direct the Work, using its best skill and attention and shall enforce
strict discipline and good order among its employees. The Service Provider shall comply with all laws,
ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the Work.
12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
12.1 Service Provider hereby represents and warrants to the City the following:
a. Service Provider 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 and authorized
to carry on the functions and operations set forth in this Agreement.
b. The undersigned signatory for Service Provider has the power, authority, and the
legal right to enter into and perform the obligations set forth in this Agreement and all
applicable exhibits thereto, and the execution, delivery, and performance hereof by
Service Provider has been duly authorized by the board of directors and/or president
of Service Provider. In support of said representation, Service Provider agrees to
provide a copy to the City of a corporate certificate of good standing provided by the
State of Florida prior to the execution of this Agreement.
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c.
Service Provider is duly licensed under all local, state and federal laws to provide the
Services stated in paragraph 3.0 herein. In support of said representation, Service
Provider agrees to provide a copy of all said licenses to the City prior to the execution
of this Agreement. '
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13.0 WORK IS A PRIVATE UNDERTAKING
13.1 With regard to any and all Work performed hereunder, it is specifically understood
and agreed to by and between the parties hereto that the contractual relationship between the City and Service
Provider is such that the Service Provider is an independent contractor and not an agent of the City. The Service
Provider, its contractors, P?r:tners, agents, and their employees are independent contractors and not employees
of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an
independent contractor, between the City, on one hand, and the Service Provider, its contractors, partners,
employees, or agents, during or after the performance of the Work under this Agreement.- ,- '
14.0 PROGRESS MEETING
14.1 City Project Manager may hold periodic progress meetings on a monthly basis, or more
frequently if required by the City, during the term of work entered into under this Agreement. Service Provider's
Project Manager and all other appropriate personnel shall attend such meetings as designated by the City Project
Manager.
15.0 SAFETY
15.1 Service Provider shall be solely and absolutely responsible and assume all liability for the safety
and supervision of its principals, employees, contractors, and agents while performing Services provided
hereunder.
16.0 INSURANCE
16.1 Liability Amounts. During the term of this Agreement, Service Provider shall be responsible for
providing the types of insurance and limits of liability as set forth below.
a. The Service Provider shall maintain comprehensive general liability insurance in the minimum
amount of $1,000,000 as the combined single limit for each occurrence to protect the Service
Provider from claims of property damages which may arise from any Services performed
under this Agreement whether such Services are performed by the Service Provider or by
anyone directly employed by or contracting with the Service Provider.
b. The Service Provider shall maintain comprehensive automobile liability insurance in the
minimum amount of $1,000,000 combined single limit bodily injury and minimum $1,000,000
property damage as the combined single limit for each occurrence to protect the Service
Provider from claims for damages for bodily injury, including wrongful death, as well as from
claims from property damage, which may arise from the ownership, use, or maintenance of
owned and non-owned automobiles, including rented automobiles whether such operations
be by the Service Provider or by anyone directly or indirectly employed by the Service
Provider.
c. The Service Provider shall maintain, during the life of this Agreement, adequate Workers'
Compensation Insurance in at least such amounts as are required by law and Employer's
Liability Insurance in the minimum amount of $1,000,000 for all of its employees performing
Work for the City pursuant to this Agreement.
16.2 Special Requirements. Current, valid insurance policies meeting the requirements
herein identified shall be maintained during the term of this Agreement. A copy of a current Certificate of
Insurance shall be provided to the City by Service Provider upon the EHective Date of this Contract which
satisfied the insurance requirements of this paragraph 16.0. Renewal certificates shall be sent to the City 30 days
prior to any expiration date. There shall also be a 30-day advance written notification to the City in the event of
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cancellation or modification of any stipulated insurance coverage. The City shall be an additional named
Insured on all stipulated Insurance policies as Its interest may appear, from time to time.
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16.3 Independent Associates and Consultants. All independent contractors or agents employed
by Service Provider to perform any Services hereunder shall fully comply with the insurance provisions contained
in these paragraphs for sections 15 and 16.
17.0 COMPLIANCE WITH LAWS AND REGULATIONS
17.1 Service Provider shall comply with all requirements of federal, state, and local laws, rules,
regulations, standards, and/or ordinances applicable to the performance of Services under this Agreement.
18.0 DOCUMENTS
18.1 Public Records. It is hereby specifically agreed that any record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Service Provider and its
independent contractors and associates related, directly or indirectly, to this Agreement, may be deemed to be a
Public Record whether in the possession or control of the City or the Service Provider. Said record, document,
computerized information and program, audio or video tape, photograph, or other writing of the Service Provider
is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written
approval of the City's City Manager. Upon request by the City, the Service Provider shall promptly supply copies
of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection
with this Agreement shall at any and all reasonable times during the normal working hours of the Service Provider
be open and freely exhibited to the City for the purpose of examination and/or audit.
18.2 The Service Provider acknowledges that the City is a Florida municipal corporation and subject
to the Florida Public Records Law. Service Provider agrees that to the extent any document produced by Service
Provider under this Agreement constitutes a Public Record, Service Provider shall comply with the Florida Public
Records Law. '
19.0 ASSIGNMENT
19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or any monies due
or to become due hereunder without the prior, written consent of City.
19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted by
Service Provider, Service Provider shall be fully responsible to City for all acts and/or omissions performed by the
subcontractor as if no subcontract had been made.
19.3 If City determines that any subcontractor is not performing in accordance with this Agreement,
City shall so notify Service Provider who shall take immediate steps to remedy the situation.
19.4 If Service Provider, prior to the commencement of any Work subcontracts any part of this
Agreement by the subcontractor, Service Provider shall require the subcontractor to provide City and its affiliates
with insurance coverage as set forth by the City.
20.0 TERMINATION: DEFAULT BY SERVICE PROVIDER AND CITY'S REMEDIES
20.1 The City reserve~ the right to revoke and terminate this Agreement and rescind all rights and
privileges associated with this Agreement, without penalty, in the following circumstances, each of which shall
represent a default and breach of this Agreement:
a. Service Provider defaults in the performance of any material covenant or condition of this Agreement
and does not cure such other default within fourteen (14) calendar days after written notice from the
City specifying the default complained of, unless, however, the nature of the default is such that it
cannot, in the exercise of reasonable diligence, be remedied within fourteen (14) calendar days, in
which case the Service Provider shall have such time as is reasonably necessary to remedy the
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default, provided the Service Provider promptly takes and diligently pursues such actions as are
necessary therefor; or \
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b. Service Provider is adjudicated bankrupt or makes any assignment for the benefit of creditors or
Service Provider becomes insolvent, or is unable or unwilling to pay its debts; or " .
c. Service Provider has acted negligently, as defined by general and applicable law, in performing the
Services hereunder; or
d. Service Provider has committed any act of fraud upon the City; or
e. Service Provider has made a material misrepresentation of fact to the City while performing its
obligations under this Agreement; or .
f. Service Provider-is experiencing a labor dispute, which threatens to have a substantial, adverse
impact upon performance of this Agreement without prejudice to any other right, or remedy City may
have under this Agreement.
20.2 Notwithstanding the aforementioned, in the event of a default by Service Provider, the City shall have
the right to exercise any other remedy the City may have by operation of law, without limitation, and without any
further demand or notice. 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 prior to the
effective date of termination.
21.0 FORCE MAJEURE
21.1 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;
strikes (except involving Service Providers labor force); extraordinary breakdown of or damage to City's affiliates'
generating plants, their equipment, or facilities; court injunction or order; federal and/or state law or regulation;
order by any regulatory agency; or cause or causes beyond the reasonable control of the party affected; provided
that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be
diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect for
sixty days, either party may terminate this Agreement.
22.0 GOVERNING LAW & VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in
accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole
County, Florida. Venue for any federal action or litigation shall be Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be construed as
part of this Agreement.
24.0 SEVERABILITY
24.1 In the event any portion or part thereof of this Agreement is deemed invalid, against public policy,
void, or otherwise unenforceable by a court of law, the parties, at the sole discretion and option of the City, shall
negotiate an equitable adjustment in the affected provision of this Agreement. The validity and enforceability of
the remaining parts of this Agreement shall otherwise be fully enforceable.
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25.0 INTEGRATION; MODIFICATION
25.1 The drafting, execution, and delivery of this Agreement by the Parties has been induced'by no
representations, statements, warranties, or agreements other than those expressed herein. This Agr.eement
embodies the entire understanding of the parties, and there are no further or other agreements or understandings, '
written or oral, in effect between the parties relating to the subject matter hereof unless expressly referred to
herein. Modifications of this Agreement shall only be made in writing signed by both parties.
26.0 WAIVER AND ELECTION OF REMEDIES
26.1 Waiver by either party of any terms, or provision of this Agreement shall not be considered a
waiver of that term, condition, or provision in the future.
26.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding ,
unless in writing and signed by a duly authorized representative of each party hereto.
27.0 THIRD PARTY RIGHTS
27.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than
City and Service Provider.
28.0 PROHIBITION AGAINST CONTINGENT FEES
28.1 Service Provider warrants that it has not employed or retained any company or person, other than
a bona fide employee working solely for the Service Provider, 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 Service Provider, any fee, commission, percentage, gift, or other consideration contingent
upon or resulting from the award or making of this Agreement.
29.0 NO JOINT VENTURE
29.1 Nothing herein shall be deemed to create a joint venture or principal-agent relationship between
the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any
manner which would indicate any such relationship with the other party.
30.0 ATTORNEY'S FEES
30.1 Should either party bring an action to enforce any of the terms of this Agreement, the prevailing
party shall be entitled, to the extent permitted by law, to recover from the non-prevailing party the costs and
expenses of such action including, but not limited to, reasonable attorney's fees, whether at settlement, trial or on
appeal.
31.0 COUNTERPARTS
31.1 This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be considered an original agreement; but such counterparts shall together constitute
but one and the same instrument:
32.0 DRAFTING
32.1 City and Service Provider each represent that they have both shared equally in drafting this
Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the event
of a dispute between the parties.
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33.0 NOTICE
33.1 Any notices required to be given by the terms of this Agreement shall be delivered by ha'nd or
mailed, postage prepaid to:
For Service Provider:
Maureen Henderson, President
Ground Effects Landscape Maintenance, Inc.
PO Box 620713
Orlando, FL 32862
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For City:
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City of Winter Springs
Utilities/Public Works Director
1126 East State Road 434
Winter Springs, FL 32708
Phone: (407)327-5957
Facsimile: (407) 327-6695
33.2 Either party may change the notice address by providing the other party written notice of the
change.
34.0 SOVEREIGN IMMUNITY
34.1 Nothing contained in 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.
35.0 INDEMNIFICATION
35.1 For all Services performed pursuant to this Agreement, the Service Provider agrees to the fullest extent
permitted by law, to indemnify and hold harmless the City and its commissioners, employees, officers, and city
attorneys (individually and in their official capacity) from and against all claims, losses, damages, personal injuries
(including but not limited to death), or liability (including reasonable attorney's fees through any and all
administrative, trial and appellate proceedings), directly or indirectly arising from:
a. any default under this Agreement by Service Provider;
b. any negligent act, omission or operation of work related to all Services performed
under this Agreement by Service Provider, and its employees, principals, agents,
independent contractors, and consultants.
c. the acts, errors, omissions, intentional or otherwise, arising out of or resulting
from Service Provider's and its employees, partners, contractors, and agents on
the performance of the Services being performed under this Agreement;
d. Service Provider's, and its employees, partners, contractors, and agents failure
to comply with the provisions of any federal, state, or local laws, ordinance, or
regulations applicable to Service Provider's and its employees, partners,
contractors, and agents performance under this Agreement;
e. any fraud and misrepresentation' conducted by Service Provider and its
employees, partners, contractors, and agents on the City under this Agreement.
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35.2 The indemnification provided above shall obligate the Service Provider to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of any and all cl~ims of
liability and all suits and actions of every name and description that, may be brought against the Cit~:or its
commissioners, employees, officers, and City Attorney which may result from any negligent act, omi,ssion or
operation of work related to the Services under this Agreement whether the Services be performed by the'Service '.
Provider, or anyone directly or indirectly employed by them. In all events the City and its commissioners,
employees, officers, and City Attorney shall be permitted to choose legal counsel of its sole choice, the fees for
which shall be reasonable and subject to and included with this indemnification provided herein.
36.0 ORDER OF PRECEDENCE
36.1 In case of any inconsistency.in any of the Qocum~nts bearing on the Agreement between the City
and the S.e_rv~c~J~rovider. the inconsistency shall be resolved by giving pre~~ct9nce in the following order:
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a. Addenda to this Agreement subsequent to the Effective date of this Agreement;
b. This Agreement;
c. Exhibits to this Agreement; and
d. The Bid documents.
36.2 Any inconsistency in the work description shall be clarified by the City and performed by the Service
Provider.
37.0 AGREEMENT INTERPRETATION
37.1 At its discretion, during the course of the work, should any errors, ambiguities, or discrepancies be
found in the Agreement or specifications, the City at its sole discretion will interpret the intent of the Agreement
and work descriptions and the Service Provider hereby agrees to abide by the City's interpretation and agrees to
carry out the work in accordance with the decision of the City.
37.2 When the material, article, or equipment is designated by a brand name and more than one brand
name is listed, it will be understood that the work is based on one brand name only. The Service Provider will be
responsible for all coordination necessary to accommodate the material, article, or equipment being provided
without additional cost to the City. A substitute material, article, or equipment is allowed if it is reasonably
equivalent to the brand name specified. The City has full discretion to decide whether a substitute is reasonably
equivalent. Service Provider must notify the City prior to use of the substitute for a specified brand name and
allow the City to make a determination before Service Provider uses the substitute.
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IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by
Their duly authorized representatives as of the date first written above.
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SERVICE PROVIDER:
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Name
Address
Telephone
CITY:
CITY OF WINTER SPRINGS. FLORIDA
By:
Dated
RONALD W. MCLEMORE
City Manager
ATTEST:
By:
ANDREA LORENZO-LUACES
City Clerk
24
ATTACHMENT NO.3
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MEMORANDUM
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TO:
Kip Lockcuff, P.E.
Director Public Works/Utilities
FROM:
George F. Edwards, P.E.
Capital Projects Coordinator
RE:
Bid Analysis, Bid # ITB-007 -02IGE
TLBD Boulevard and Entrance Ways Landscape Maintenance
Services
DATE:
February 11, 2002
On Wednesday, January 16, 2002, the City of Winter Springs received five bids for
Landscape Maintenance Services for the TLBD Boulevard and Entrance Ways. The
bids received were priced as follows:
Company
Bid
C&M Lawn Care
Ground Effects Landscape Maintenance, Inc.
Villa & Son Landscaping Co.
Grass Expressions, Inc.
P&L Lawn Maintenance, Inc.
$38,700.00
$77,993.00
$89,556.86
$90,480.00
$99,612.00
EVALUATION OF RESPONSIVENESS
The low bidder, C&M Lawn Care, failed to sign their bid, did not provide the required
bid security and did not quantify Addendum #1 in the bid. C&M Lawn care was
therefore considered non-responsive under the terms and conditions of the Project
Manual as expressed in SECTION 00100 INSTRUCTIONS TO BIDDER subsection 1.5
B. Evaluation of Responsiveness.
The next lowest bidder, Ground Effects Landscape Maintenance Inc., fulfilled all
necessary requirements to be considered responsive to the bid document. Ground
Effects, Inc. made a mistake in interpretation of the requirements of Addendum #1;
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however, they subsequently corrected the error. As the Addendum did not effect the
price or time of performance of the contract, the clarification was accepted.
EVALUATION OF RESPONSIBILITY
,!h~Leferences supplied by Ground Effects, Inc. were verified with positive results.
'After review of the references it is recommended that Ground Effects be awarded the ":"
Boulevard and Entrance Ways Landscape Maintenance Services contract.
FUNDING
Funding of this contract will be provided by the Tuscawilla Lighting and
Beautification District.
RECOMMENDATION
In my opinion, an award of the Boulevard and Entrance Ways Landscape
Maintenance Services contract to Ground Effects Landscape Maintenance, Inc. is in
the best interest of the Tuscawilla Lighting and Beautification District. This
recommendation has the concurrence of the Tuscawilla Lighting and Beautification
District Advisory Committee.
IMPLEMENTATION SCHEDULE
The scope of work will be completed within 365-calendar days of the Notice to
Proceed.
.
AGREEMENT FORM
THIS AGREEMENT is made and entered into this A ~ day of ('-ItAr? ~H
2002, by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal
corporation, hereinafter referred to as "City", located at 1126 East State Road 434, Winter
Springs, FL 32708, and Ground Effects landscape Maintenance, Inc. a Florida corporation
hereinafter referred to as "Service Provider".
WITNESSETH:
WHEREAS, City wishes to obtain Landscape Maintenance services for Boulevard and
Entrance Ways on a continuing basis; and
WHEREAS, Service Provider participated in the selection and negotiation process; and
WHEREAS, Service Provider is willing to provide such Landscape Maintenance for
boulevard and entranceways for the City under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties covenant and agree as follows:
1.0 RECITALS
1.1 The foregoing recitals are deemed to be true and accurate and are fully
incorporated herein by reference.
2.0 TERM AND DEFINITIONS
2.1 This contract shall be in effect for twelve (12) months commencing on the
Effective Date. The City may extend this contract for two (2) additional one year terms, provided
the City determines, in its discretion, that Service Provider has adequately performed during the
previous term of this contract. In the event this contract is extended, the contract price may be
adjusted to allow for consumer price increases based on Bureau of labor and Statistics -
Producer Price Index not to exceed 2 (two) percent. The adjustment will be based on the
annual contract period from the same period of the previous year and calculated 30 days prior to
renewal. The Agreement may be canceled in whole or part by the City or the Service Provider,
upon giving at least (30) days written notice prior to cancellation; EXCEPT that non-performance
on the part of the Service Provider will be grounds for immediate termination. Unless otherwise
provided in said notice, all work being performed by Service Provider at the time of receipt of the
notice shall immediately cease and no further work shall be provided by Service Provider under
this contract.
2.2 Definitions. The following words and phrases used in this Agreement shall
have the following meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and
shall refer to th1s Agreement, as amended from time to time,
which shall constitute authorization for the Service Provider to
provide the landscape maintenance services approved by the
City.
b. "Effective Date" shall be the date on which the last signatory
hereto shall execute this Agreement, and it shall be the date on
which this Agreement shall go into effect. The Agreement shall
not go into effect until said date.
'c. "Service Provider" shall mean Ground Effects landscape
Maintenance, Inc. a Florida Corporation, and its principals,
officers, employees, and agents.
d. "Public Record" shall have the meaning given in Section
119.011 (1), Florida Statutes.
e. "Work" or "Services" shall be used interchangeably and shall
include the performance of the work agreed to by the parties in
this Agreement.
f. "City Project Manager" or "Designated Representative" or "Project Director" shall
mean the Public Works/Utilities Director for the City, or his designee, who is to
provide the general administration of the contract.
3.0 SCOPE OF SERVICES
2.1 Service Provider shall provide landscape and irrigation maintenance services for
Boulevard and Entranceways, including the furnishing of all labor, equipment, tools, materials,
incidentals and the performing of all operations necessary as described in the Project Manual
which is attached hereto and made a part hereof.
4.0 CHANGES IN THE SCOPE OF WORK
4.1 City may make changes in the Services at any time by giving written notice to
Service Provider. If such changes increase (additional services) or decrease or eliminate any
amount of Work, City and Service Provider will negotiate any change in total cost or schedule
modifications. If the City and the Service Provider approve any change, the Contract will be
modified in writing to reflect the changes. All change orders shall be authorized in writing by
City's and Service Provider's designated representative.
4.2 All of City's amendments thereto shall be performed in strict accordance with the
terms of this Agreement insofar as they are applicable.
5.0 SCHEDULE
5.1 Service Provider shall perform services in conformance with the schedule
reasonably established by the City Project Manager. Service Provider shall complete all of said
services in a timely manner and will keep City apprized of the status of work on at least a monthly
basis or as otherwise reasonably requested by the City. Should Service Provider fall behind on
the established schedule, it shall employ such resources so as to comply with the schedule.
5.2 No extension for completion of services shall be granted to Service Provider
without City's prior written consent.
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6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES
OF SERVICE PROVIDER
6.1 Bid Services. The City shall only pay Service Provider for service actually
performed based on Section 00300 Bid Form of the Project Manual. The total amount paid to
Service Provider shall not exceed Seventy Seven Thousand Nine Hundred Ninety Three
Dollars ($77.993.00). If this contract is extended, the total amount paid to Service Provider shall
not exceed that above mentioned number adjusted by the Producer Price Index as set forth in
paragraph 2.1 of this contract.
6.2 Additional Services. From time to time during the term of this Agreement, the
City may request that Service Provider perform additional Services not required under the Project
Manual. For those additional services agreed upon by the City and Service Provider in writing,
City agrees to pay Service Provider a total amount equal to that mutually agreed upon by the
parties in writing.
6.3 Payment. Upon receipt of a proper invoice from Service Provider, the City agrees
to pay the Service Provider the invoice amount providing said amount accurately reflects the
terms and conditions of this Agreement. Invoices may only be submitted on a monthly basis
unless otherwise agreed by the City. Unless otherwise agreed in writing by the City, there shall
be no other compensation paid to the Service Provider and its principals, employees, and
independent professional associates and consultants in the performance of Work under this
Agreement. The City agrees to make all payments due within thirty (30) days of receipt of a
proper invoice delivered by Service Provider. The Service Provider may only bill the City for
actual work performed.
7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or observe the services
performed by Service Provider.
7.2 No inspection, review, or observation shall relieve Service Provider of its
responsibility under this Agreement.
8.0 AUDIT AND INSPECTIONS
All Service Provider's records with respect to any matters covered by this Agreement
shall be made available to the City, at any time during normal business hours, as often as the City
deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any
deficiencies noted in audit reports must be fully cleared by the Service Provider within thirty (30)
days after receipt by the Service Provider. Failure of the Service Provider to comply with the
above audit requirements will constitute a material breach of this Agreement and may result, at
the sole discretion of the City, in the withholding of payment for services provided under this
Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
9.1 Service Provider shall do, perform and carry out in a professional manner all
Services required to be performed by this Agreement. Service Provider shall also use the
degree of care and skill in pertorming the Services that are ordinarily exercised under similar
circumstances by reputable members of Service Provider's profession working in the same or
similar locality as Service Provider.
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10.0 SUBMITTAL OF PROGRESS REPORTS
10.1 Service Provider shall submit a monthly written progress report as to the status of
all Work set forth in this Agreement. The report shall in a sufficient manner demonstrate that any
funds expended were used to provide the agreed-upon Services. If the detail is not sufficient in
the City Project Manager's reasonable discretion to permit the City to determine the Work
performed or the manner in which it is being performed, the City may seek more detail from the
Service Provider.
11.0 WARRANTY OF PROFESSIONAL SERVICES
11.1 The Service Provider (for itself and any of its employees, contractors, partners;
and agents used to perform the Services) hereby warrants unto the City that all of its employees
(and those of any of its contractors, partners, and agents used to perform the Services) have
sufficient experience to properly complete the Services specified herein or as may be performed
pursuant to this Agreement. In pursuit of any Work, the Service Provider shall supervise and
direct the Work, using its best skill and attention and shall enforce strict discipline and good order
among its employees. The Service Provider shall comply with all laws, ordinances, rules,
regulations, and lawful orders of any public authority bearing on the performance of the Work.
12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
12.1 Service Provider hereby represents and warrants to the City the following:
a. Service Provider 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 and authorized to carryon the functions and
operations set forth in this Agreement.
b. The undersigned signatory for Service Provider has the power,
authority, and the legal right to enter into and perform the obligations
set forth in this Agreement and all applicable exhibits thereto, and
the execution, delivery, and performance hereof by Service Provider
has been duly authorized by the board of directors and/or president
of Service Provider. In support of said representation, Service
Provider agrees to provide a copy to the City of a corporate
certificate of good standing provided by the State of Florida prior to
the execution of this Agreement.
c. Service Provider is duly licensed under all local, state and federal
laws to provide the Services stated in paragraph 3_0 herein. In
support of said representation, Service Provider agrees to provide a
copy of all said licenses to the City prior to the execution of this
Agreement.
13.0 WORK IS A PRIVATE UNDERTAKING
13.1 With regard to any and all Work performed hereunder, it is specifically
understood
and agreed to by and between, the parties hereto that the contractual relationship between the
City and Service Provider is such that the Service Provider is an independent contractor and not
an agent of the City. The Service Provider, its contractors, partners, agents, and their employees
are independent contractors and not employees of the City. Nothing in this Agreement shall be
interpreted to establish any relationship other than that of an independent contractor, between the
City, on one hand, and the Service Provider, its contractors, partners, employees, or agents,
during or after the performance of the Work under this Agreement.
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14.0 PROGRESS MEETING
14.1 City Project Manager may hold periodic progress meetings on a monthly basis,
or more frequently if required by the City, during the term of work entered into under this
Agreement. Service Provider's Project Manager and all other appropriate personnel shall attend
such meetings as designated by the City Project Manager.
15.0 SAFETY
15.1 Service Provider shall be solely and absolutely responsible and assume all
liability for the safety and supervision of its principals, employees, contractors, and agents while
performing Services provided hereunder.
16.0 INSURANCE
16.1 Liability Amounts. During the term of this Agreement, Service Provider shall
be responsible for providing the types of insurance and limits of liability as set forth below.
a. The Service Provider shall maintain comprehensive general liability
insurance in the minimum amount of $1,000,000 as the combined single limit
for each occurrence to protect the Service Provider from claims of property
damages which may arise from any Services performed under this
Agreement whether such Services are performed by the Service Provider or
by anyone directly employed by or contracting with the Service Provider.
b. The Service Provider shall maintain comprehensive automobile liability
insurance in the minimum amount of $1,000,000 combined single limit bodily
injury and minimum $1,000,000 property damage as the combined single
limit for each occurrence to protect the Service Provider from claims for
damages for bodily injury, including wrongful death, as well as from claims
from property damage, which may arise from the ownership, use, or
maintenance of owned and non-owned automobiles, including rented
automobiles whether such operations be by the Service Provider or by
anyone directly or indirectly employed by the Service Provider.
c. The Service Provider shall maintain, during the life of this Agreement,
adequate Workers' Compensation Insurance in at least such amounts as are
required by law and Employer's Liability Insurance in the minimum amount of
$1,000,000 for all of its employees performing Work for the City pursuant to
this Agreement.
16.2 Special Requirements. Current, valid insurance policies meeting the
requirements
herein identified shall be maintained during the term of this Agreement. A copy of a current
Certificate of Insurance shall be provided to the City by Service Provider upon the Effective Date
of this Contract which satisfied the insurance requirements of this paragraph 16.0. Renewal
certificates shall be sent to the City 30 days prior to any expiration date. There shall also be a 30-
day advance written notification to the City in the event of cancellation or modification of any
stipulated insurance coverage.. The City shall be an additional named insured on all
stipulated insurance policies as its Interest may appear, from time to time.
16.3 Independent Associates and Consultants. All independent contractors or
agents employed by Service Provider to perform any Services hereunder shall fully comply with
the insurance provisions contained in these paragraphs for sections 15 and 16.
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17.0 COMPLIANCE WITH LAWS AND REGULATIONS
17.1 Service Provider shall comply with all requirements of federal, state, and local
laws, rules, regulations, standards, and/or ordinances applicable to the performance of Services
under this Agreement.
18.0 DOCUMENTS
18.1 Public Records. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the
Service Provider and its independent contractors and associates related, directly or indirectly, to
this Agreement, may be deemed to be a Public Record whether in the possession or control of
the City or the Service Provider. Said record, document, computerized information and program,
audio or video tape, photograph, or other writing of the Service Provider is subject to the
provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written
approval of the City's City Manager. Upon request by the City, the Service Provider shall
promptly supply copies of said public records to the City. All books, cards, registers, receipts,
documents, and other papers in connection with this Agreement shall at any and all reasonable
times during the normal working hours of the Service Provider be open and freely exhibited to the
City for the purpose of examination and/or audit.
18.2 The Service Provider acknowledges that the City is a Florida municipal
corporation and subject to the Florida Public Records Law. Service Provider agrees that to the
extent any document produced by Service Provider under this Agreement constitutes a Public
Record, Service Provider shall comply with the Florida Public Records Law.
19.0 ASSIGNMENT
19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or
any monies due or to become due hereunder without the prior, written consent of City.
19.2 If upon receiving written approval from City, any part of this Agreement is
subcontracted by Service Provider, Service Provider shall be fully responsible to City for all acts
and/or omissions performed by the subcontractor as if no subcontract had been made.
19.3 If City determines that any subcontractor is not performing in accordance with
this Agreement, City shall so notify Service Provider who shall take immediate steps to remedy
the situation.
19.4 If Service Provider, prior to the commencement of any Work subcontracts any
part of this Agreement by the subcontractor, Service Provider shall require the subcontractor to
provide City and its affiliates with insurance coverage as set forth by the City.
20.0 TERMINATION; DEFAULT BY SERVICE PROVIDER AND CITY'S REMEDIES
20.1 The City reserves the right to revoke and terminate this Agreement and rescind
all rights and privileges asso~iated with this Agreement, without penalty, in the following
circumstances, each of which shall represent a default and breach of this Agreement:
a. Service Provider defaults in the performance of any material covenant or condition of
this Agreement and does not cure such other default within fourteen (14) calendar
days after written notice from the City specifying the default complained of, unless,
however, the nature of the default is such that it cannot, in the exercise of reasonable
6
diligence, be remedied within fourteen (14) calendar days, in which case the Service
Provider shall have such time as is reasonably necessary to remedy the default,
provided the Service Provider promptly takes and diligently pursues such actions as
are necessary therefor; or
b. Service Provider is adjudicated bankrupt or makes any assignment for the benefit of
creditors or Service Provider becomes insolvent, or is unable or unwilling to pay its
debts; or
c. Service Provider has acted negligently, as defined by general and applicable law, in
performing the Services hereunder; or
d. Service Provider has committed any act of fraud upon the City; or
e. Service Provider has made a material misrepresentation 'of fact to the City while
performing its obligations under this Agreement; or
1. Service Provider is experiencing a labor dispute, which threatens to have a
substantial, adverse impact upon performance of this Agreement without prejudice to
any other right, or remedy City may have under this Agreement.
20.2 Notwithstanding the aforementioned, in the event of a default by Service Provider,
the City shall have the right to exercise any other remedy the City may have by operation of law,
without limitation, and without any further demand or notice. 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 prior to the effective date of
termination.
21.0 FORCE MAJEURE
21.1 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; strikes (except involving Service Providers labor force);
extraordinary breakdown of or damage to City's affiliates' generating plants, their equipment, or
facilities; court injunction or order; federal and/or state law or regulation; order by any regulatory
a~ency; or cause or causes beyond the reasonable control of the party affected; provided that
prompt notice of such delay is given by such party to the other and each of the parties hereunto
shall be diligent in attempting to remove such cause or causes. If any circumstance of Force
Majeure remains in effect for sixty days, either party may terminate this Agreement.
22.0 GOVERNING LAW & VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and
enforced in accordance with the laws of the State of Florida. Venue for any state action or
litigation shall be Seminole County, Florida. Venue for any federal action or litigation shall be
Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be
construed as part of this Agreement.
24.0 SEVERABILITY
24.1 In the event any portion or part thereof of this Agreement is deemed invalid,
against public policy, void, or otherwise unenforceable by a court of law, the
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parties, at the sole discretion and option of the City, shall negotiate an equitable
adjustment in the affected provision of this Agreement. The validity and
enforceability of the remaining parts of this Agreement shall otherwise be fully
enforceable.
25.0 INTEGRATION; MODIFICATION
25.1 The drafting, execution, and delivery of this Agreement by the Parties has been
induced by no representations, statements, warranties, or agreements other than those
expressed herein. This Agreement embodies the entire understanding of the parties, and there
are no further or other agreements or understandings, written or oral, in effect between the
parties relating to the subject matter hereof unless expressly referred to herein. Modifications of
this Agreement shall only be made in writing signed by both parties.
26.0 WAIVER AND ELECTION OF REMEDIES
26.1 Waiver by either party of any terms, or provision of this Agreement shall not be
considered a waiver of that term, condition, or provision in the future.
26.2 No waiver, consent, or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by a duly authorized representative of each party
hereto.
27.0 THIRD PARTY RIGHTS
27.1 Nothing in this Agreement shall be construed to give any rights or benefits to
anyone other than City and Service Provider.
28.0 PROHIBITION AGAINST CONTINGENT FEES
28.1 Service Provider warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the Service Provider, 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 Service
Provider, any fee, commission, percentage, gift, or other consideration contingent upon or
resulting from the award or making of this Agreement.
29.0 NO JOINT VENTURE
29.1 Nothing herein shall be deemed to create a joint venture or principal-agent
relationship between
the parties, and neither party is authorized to, nor shall either party act toward third persons or the
public in any manner which would indicate any such relationship with the other party.
30.0 ATTORNEY'S FEES
30.1 Should either party bring an action to enforce any of the terms of this Agreement,
the prevailing party shall be entitled, to the extent permitted by law, to recover from' the non-
prevailing party the costs and expenses of such action including, but not limited to, reasonable
attorney's fees, whether at settlEVTlent, trial or on appeal.
31.0 COUNTERPARTS
31.1 This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be considered an original agreement; but such
counterparts shall together constitute but one and the same instrument.
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32.0 DRAFTING
32.1 City and Service Provider each represent that they have both shared equally in
drafting this Agreement and no party shall be favored or disfavored regarding the interpretation of
this Agreement in the event of a dispute between the parties.
33.0 NOTICE
33.1 Any notices required to be given by the terms of this Agreement shall be
delivered by hand or mailed, postage prepaid to:
For Service Provider:
Maureen Henderson, President
Ground Effects Landscape Maintenance, Inc.
PO Box 620713
Orlando, FL 32862
For City:
City of Winter Springs
Utilities/Public Works Director
1126 East State Road 434
Winter Springs, FL 32708
Phone: (407) 327-5957
Facsimile: (407) 327-6695
33.2 Either party may change the notice address by providing the other party written
notice of the change.
34.0 SOVEREIGN IMMUNITY
34.1 Nothing contained in 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.
35.0 INDEMNIFICATION
35.1 For all Services performed pursuant to this Agreement, the Service Provider agrees to
the fullest extent permitted by law, to indemnify and hold harmless the City and its
commissioners, employees, officers, and city attorneys (individually and in their official capacity)
from and against all claims, losses, damages. personal injuries (including but not limited to
death), or liability (including reasonable attorney's fees through any and all administrative, trial
and appellate proceedings), directly or indirectly arising from:
a. any default under this Agreement by Service Provider;
b. any negligent act, omission or operation of work related to all
Services, performed under this Agreement by Service Provider,
and its emploYfles, principals, agents, independent contractors,
and consultants.
c. the acts, errors, omissions, intentional or otherwise, arising out of
or resulting from Service Provider's and its employees, partners,
contractors, and agents on the performance of the Services
being performed under this Agreement;
9
d. Service Provider's, and its employees, partners, contractors, and
agents failure to comply with the provisions of any federal, state,
or local laws, ordinance, or regulations applicable to Service
Provider's and its employees, partners, contractors, and agents
performance under this Agreement;
e. any fraud and misrepresentation conducted by Service Provider
and its employees, partners, contractors, and agents on the City
under this Agreement.
35.2 The indemnification provided above shall obligate the Service Provider to defend at
its own expense or to provide for such defense, at the option of the City, as the case may be, of
any and all claims of liability and all suits and actions of every name and description that may be
brought against the City or its commissioners, employees, officers, and City Attorney which may
result f~om any negligent act, omission or operation of work related to the Services under this
Agreement whether the Services be performed by the Service Provider, or anyone directly or
indirectly employed by them. In all events the City and its commissioners, employees, officers,
and City Attorney shall be permitted to choose legal counsel of its sole choice, the fees for which
shall be reasonable and subject to and included with this indemnification provided herein.
36.0 ORDER OF PRECEDENCE
36.1 In case of any inconsistency in any of the documents bearing on the Agreement
between the City and the Service Provider, the inconsistency shall be resolved by giving
precedence in the following order:
a. Addenda to this Agreement subsequent to the Effective date of this
Agreement;
b. This Agreement;
c. Exhibits to this Agreement; and
d. The Project Manual.
36.2 Any inconsistency in the work description shall be clarified by the City and
performed by the Service Provider.
37.0 AGREEMENT INTERPRETATION
37.1 At its discretion, during the course of the work, should any errors, ambiguities, or
discrepancies be found in the Agreement or specifications, the City at its sole discretion will
interpret the intent of the Agreement and work descriptions and the Service Provider hereby
agrees to abide by the City's interpretation and agrees to carry out the work in accordance with
the decision of the City.
37.2 When the material, article, or equipment is designated by a brand name and more
than one brand name is listed, it will be understood that the work is based on one brand name
only. The Service Provider will be responsible for all coordination necessary to accommodate the
material, article, or equipment being provided without additional cost to the City. A substitute
material, article, or equipment is allowed if it is reasonably equivalent to the brand name
specified. The City has full discretion to decide whether a substitute is reasonably equivalent.
Service Provider must notify the City prior to use of the substitute for a specified brand name and
allow the City to make a determination before Service Provider uses the substitute.
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IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by
Their duly authorized representatives as of the date first written above.
SERVICE PROVIDER:
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Date
VIVIAN S. GOULD
Notary Public . Sta1a of Aorkfa
My CantniIIlan Elq)rea Jut 1 0. 3lO5
Comm/ll/on . 000041205
CITY:
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CITY OF WINTER SPRINGS;'FLOBi'DA
By: ;i,tA/ /J. JJft:~ '.~\Date J.-:' 7 - '::' '2
RONALD W. MC!!.EMORE,
City Manager
ANDREA LORENlO-LUACES
City Clerk
II
NOTICE OF A WARD
TO: Ground Effects Landscape Maintenance, Inc
P.O. Box 620713
Orlando, FL. 32862
PROJECT DESCRIPTION: TLBD Landscape Maintenance Services
Project #ITB 007-o2/GE
The OWNER has considered the BID submitted by you for the above described WORK in
response to the Advertisement for Bids dated December 23, 2001, and Information for
Bidders.
You are hereby notified that your BID has been accepted for the bid items in the amount of
$77.993.00.
You are required by the Information for Bidders to execute the Agreement and furnish the
required certificates of insurance within ten (10) calendar days from the date of this Notice. If you
fail to execute said Agreement and to furnish said Insurance within ten (10) calendar days from
the date of this Notice, said OWNER will be entitled to consider all rights arising out of the
Owner's acceptance of your BID as abandoned and your BID BOND shall be forfeited. The.
OWNER will be entitled to such other rights as may be granted by law.
You are required ,to return an acknowledged copy of this NOTICE OF AWARD to the OWNER.
i ,
Dated this
day of'
By:'
_, _, 2002
I~LJ. 1rJ~
.
, Title: (!;ity' Manager
"
ACCEPTANCE OF NOTICE
Receipt and acceptance of the above NOTICE OF AWARD is hereby acknowledged by Ground
Effects Landscape Maintenance Services, Inc. this the / fi day of 1tJ-~ ,
2002. . ~/l~ ~-
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Utility I Public Works
Department
CITY OF WINTER SPRINGS, FLORIDA
1126 EAST STATE ROAD 434
WINTER SPRINGS, FLORIDA 32708-2799
Telephone (407) 327-1800
Fax (407) 327-6695
NOTICE TO PROCEED
TO:
J. Maureen Henderson, President
Ground Effects Landscape Maintenance, Inc.
P.O. Box 620713
Orlando, FL 32862
DATE:
The Effective Date of this Notice to Proceed is March 11,2002
PROJECT:
TLBD Landscape Maintenance Services
Citv of Winter Springs Proposal No. ITB-OO 7-02/GE
In accordance with the Agreement dated March 8, 2002, you are hereby notified to commence
WORK within 10 days and to complete the WORK 365 calendar days from the effective date of
this NOTICE TO PROCEED. The completion date of all WORK is therefore March 11, 2003.
Work shall begin on Islands 1-7 on Winter Springs Blvd, and 'further work will be added as the
areas are completed by the TLBD Enhance~s Contractor as described in Section 01010
Summary of Work of the Project Manualk
By ,/#~#~~L:-~
Name George F. Edwards, P.E,
Title Capital Proiects Coordinator
ACCEPTANCE OF NOTICE TO PROCEED
+~
Receipt of the above NOTICE- TO PROCEED is hereby acknowledged this ~Clay of
(\f\~ C~~ 2002,
BY~.YcJ~ \~~~)
Title
S C2<=-->~L(
om: ANGI WEISS At: SIHLE INSURANCE GRQUF To:
Fax/l: (407) 869,5780 Date: 3/6/02 01:58 PM Paee '
(
(
, s
ACORD. CERTIFICATE OF LIABILITY INSURANCE OP 10 Awl D..", IMM/llOfYY)
GROUN-2 03/06/02
'ROOUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CER T1FlCA TE
SIHLE INSURANCE GROUP, INC. 1 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P. O. BOX 160398 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
ALTAMONTE SPRINGS FL 32716
Phone: 407-869-0962 Fax: 407-774-0936 INSURERS AFFORDING COVERAGE
INSURED INSURER A Bridaefield EmDloyers Ins Co.
INSURER B Zurich Insurance Services Inc
Ground Effects Landscape INSURER c.
Maintenance2 Inc.
P. O. Box 6 0713 INSURER 0:
Orlando FL 32802-0713 -----
I INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLlCY PERIOD INDICATED, NOTWlTHSTANOlNG
ANY REQUlREMENT. TERM OR CONOlTION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS, SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONO/TIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAlO CLAIMS.
!HIR lYl'E 0' IH$UlWCtf ~~~c;~,~~ '~~~~~~N UMm;
LTIl POLICY NUMBER
~HEAAL IJAlIlUTY EACH OCCu!:!l;'Er.ICE $ 1,000. 000
B X COMMERCIAl GENERAL l.lA8IUTY SCP37S100744 04/15/01 04/15/02 FrRE DAMAGE (ALTr'one fire) ; 50. 000
l ClAIMS Mo'DE [!] OCClIR MED fX1' (Any on!' person, S 10,000
PEPSO::.t:.L &~' :Jo.lIURi' $ 1, 000,000
~ -----
GENERAL.A.GGReGA TF. $ 2 , 000 . 000
i--
QEN1.. AGGREGATE LIMIT APPLIES PER: PRODUCTS - C()lr.u:.'/OP A.GG $ 2.000,000
I POUCY n ~~ n LOC
AUTOMOBIUI UA8lUTY COMBINEO SINGLE UMl T
- $
ANY AUTO tEa acrident)
- -----
AU. OWNED AUTOS BODtL v INJUPY
- $
SCIffiJULEO AUTOS (per Pl!fSOn)
I-- I
~ ~1RE0 AUTOS BOOIL Y !NJUR'i
$
NON-QWNEO I\I.ITOS (Per atciO/!'nt)
i--
PROPERTY O,dJ,ol..AGE $
(Per ac(;dcnl)
GAAAGe l.IAlIIUTY AUTO 01\1. 'i. fA /oCCiDENT $
q PM' AUTO OTHER THMI EAACC S
AUf 0 ONLY .AGG $
5" UAIllUTT EACH OCCURRF.NCE $
OCCUR o ClAIMS IotAOE =EGA.ft; S
f--.
$
=1 OEOOCT~ S
-
Rli TENTION S S
X I i'6'R~T~~s I 10TH'
WOIlK(Il$ COMPPl8Al1OH AHD ER
A EMPLOYERS'llAlIlUTY 196-00933 01/01/02 01/01/03 s 500, 000
E.L. EACH "CCIOENT
E L. DISEASe. EA EMPLOYEE S 500,000
E.L. OISEASE. POUCY LIMIT S 500 000
cm<EII
OUCRlPTIOH OF OPERAnolls.\.OCATlOlWVEMK:1.EStliXCl.USIOII$ ADDED 8Y EIIOOllSEMENT/SI'fCIJU. PROVISIONS
RE BID: TLBD LANDSCAPE AND MAINTEUANCE SERVICE
CERTIFICATE HOLDER I N I AOomOlW. INSURED; IN&UlleR Len-m . CANCELlA lION
WINTSCI SHOULD ANY OF Tlili ABOVE DESCIUllED POlJ(;l&S BE CA.HDEUJiD BEFORE Tlie EXPlRAnON
DATIi TllCR&OF. Tlili ISBUDIl; IN~RER W\U. ellOEAVOR TO MAIL _10_ DAYS WRrTTtiM
CITY OF WINTER SPRINGS NOntE TO THE CEIlT11ICATE HOl.O€R NAMED TO rm !.EFT, BUT FAILURE TO 00 SO SHllU
407-327-6695 IMPOSE NO 08UOAnoN 011 UA81UTY OF ANY KIND Ul'ON Tl<E "SURER. m; AG!NTi OR
1126 EAST SR 434
WINTER SPRINGS FL 32708-2799 REI'RESIIlTATlVEll.
AVTHORllEO ftl!f'lIEUNTATIVE
I Allen Foster
ACORD 25-9 (7/97)
e ACORD CORPORATION 1988