HomeMy WebLinkAbout2012 01 23 Consent 201 Neighborhood Parks and CWP Chemical Contract ExtensionsCOMMISSION AGENDA
ITEM 201
January 23, 2012
Regular Meeting
Informational
Consent X
Public Hearings
Regular
KS
City Manager
CC
Department
REQUEST:
The Parks and Recreation Department is requesting the City Commission to authorize the
City Attorney to prepare two (2) one year extension agreements and the City Manager to
execute two (2) one year agreements between the City of Winter Springs and Power
Exterminators, Inc. for Neighborhood Parks chemical services and Central Winds Park
chemical services.
SYNOPSIS:
The Parks and Recreation Department is requesting approval for the City to extend an
existing contract for an additional one year agreement for chemical services at our
neighborhood parks and an additional one year agreement for chemical services at Central
Winds Park. The scope of work includes fertilization & pest control, turf, tree & shrub care
programs, weed control programs and ant treatments of all designated areas in our parks.
CONSIDERATIONS:
• Parks and Recreation Neighborhood Parks and Central Winds Park Chemical
Services have been successfully contracted out for past year to Power Exterminators,
Inc.
• Section 2.1 of the 2011 agreements allow for two (2) additional one year terms.
• A strong relationship has been established with contractor and staff and has yielded
visible improvements.
• Monthly reports and evaluations of work performance exceed expectations. Power
Exterminators, Inc. has made significant improvements to both Central Winds Park
and our neighborhood parks.
• No increase in cost for the 2012 agreements. There were additional services added at
Consent 201 PAGE 1 OF 2 - January 23, 2012
CWP for ant treatments for no additional cost.
Power Exterminators is very good about addressing and adjusting treatments for any
issues at our parks.
Scope of work includes but not limited to fertilization & pest control, turf, tree &
shrub care programs, weed control programs and ant treatments of all designated
areas.
FISCAL IMPACT:
Funding for Chemical Services at Neighborhood Parks ($13,980) and Central Winds
Park (70,620) is currently budgeted in the Parks and Recreation — Parks and Grounds
Budget in the amount of $84,600.
COMMUNICATION EFFORTS:
This Agenda Item has been electronically forwarded to the Mayor and City Commission,
City Manager, City Attorney /Staff, and is available on the City's Website, LaserFiche, and
the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the
respective Meeting Agenda which has also been electronically forwarded to the individuals
noted above, and which is also available on the City's Website, LaserFiche, and the City's
Server; has been sent to applicable City Staff, eAlert /eCitizen Recipients, Media/Press
Representatives who have requested Agendas /Agenda Item information, Homeowner's
Associations/Representatives on file with the City, and all individuals who have requested
such information. This information has also been posted outside City Hall, posted inside
City Hall with additional copies available for the General Public, and posted at five (5)
different locations around the City. Furthermore, this information is also available to any
individual requestors. City Staff is always willing to discuss this Agenda Item or any
Agenda Item with any interested individuals.
RECOMMENDATION:
The Parks and Recreation Department is requesting the City Commission to authorize the
City Attorney to prepare the two (2) one year extension agreements and the City Manager to
execute the two (2) one year agreements between the City of Winter Springs and Power
Exterminators, Inc. for Neighborhood Parks chemical services and Central Winds Park
chemical services.
ATTACHMENTS:
Attachment A - 2010/11 Executed Agreements for reference only.
Consent 201 PAGE 2 OF 2 - January 23, 2012
AGREEMENT FOR CHEMICAL SERVICES
THIS AGREEMENT FOR CHEMICAL SERVICES "A ree enf is made and entered into by and between the
CITY of WINTER SPRINGS, a Florida municipal corporation ` CiW')., located at 1126 East State Road 434,
VVinter Springs, Flo6da 32708, and Power Exterminators, Inc., authorized to conduct business in Florida
"Service Provide x # located t: 5032 Forsyth Commerce Rd., Suite , Orlando, FL 32807.
wI SS H 4
WHEREAS, City wishes to obtain Central winds Park Chemical Program on a continuing basis; and
WHEREAS, Service Provider participated in the selection and negotiation process; and
WHEREAS, Service Provider is willing to provide such Central Winds Park Chemical Program for the
City under the terns and conditions stated herein.
Now, THEREFORE, for goad and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties covenant and agree as follows:
1. GENERAL PROVISIONS
1.1 Recitals. The foregoing recitals are deemed to b true and accurate and are fully incorporated
herein b y reference.
1.2 Engagement,, The City hereby engages Service Provider and Service Provider agrees to
perform the Services outlined In this Agreement for the stated fee arrangement. No prior or present agreements
or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement,
Due Diligence. Service Provider acknowledges a that it has investigated prior to the execution of
this Agreement and satisfied itself as to the conditions affecting the Services, the availability of materials and
labor, the cost thereof, the requirements to obtain necessary insurance as set forth herein, and the steps
necessary to complete the Services within the time set forth herein. Service Provider warrants unto the City that it
has the competence and abilities to carefully and faithfully complete the Services within the time sat forth herein.
Service Provider will perform its Services with due and reasonable diligence consistent with sound professional
practices.
2.0 TERM AND DEFINITIONS
2.1 This contract shall be for a term of twelve 2 months commencing on February 1, 2011 and
terminating on January 31, 2012. By mutual agreement of both parties hereto, the term of this Agreement may
be extended 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 Agreement. In the event this contract is
e 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 lased on the annual
contract period from the sane period of the previous year and calculated prior to renewal. The Agreement may
be canceled in whole or part by the City or the Service Provider, upon giving at least days written notice prier~
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 b provided by Service Provider under this
Agreement.
2.2 Definitions. The following words and phrases used in this Agreement shall have the following
meaning ascribed to them unless the content clearly indicates otherwise:
a. "Agreernenf or "Contract' shall be used interchangeably and shall refer to this
Agreement, ent, as amended from time to time, which shall constitute authorization
for the Service Provider to provide the maintenance services approved by the
pIty.
. "Effective ate" 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 shell not go into effect until said date.
C. "Service ProVrider" shall mean Power Exterminator I ow a Florida Corporation,
and its principals, officers, employees, and agents.
al. "Public Record" shall have the meaning ning given In Section 119.011(l), Florida
statutes.
e. TwWor " 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 l anagee' or "Designated Representative' or "Project irectoe' shall mean the Parks
and Recreation Department, Director, Assistant Director, or his designee, who is to provide the
general administration of the Agreement.
3.0 SCOPE of SERVICES
3.1 Service Provider shall provide those service for Central Finds Park chemical Program, for the
City of Winter Springs, a s set forth in the "Scope of Work," attached hereto as Exhibit `A' and fully incorporated
herein by this reference, including the furnishing of all labor, equipment, tools, materials I incidentals and the
performing of all operations necessary as described in the Project Manual.
4 . 0 CHANGES IN THE SCOPE of WORK
4 .1 City may make charges in the Services a t any time by giving written notice to Service Provider. if
such changes increase (additional services ) or d ecrease or e any amount of Work, City and Service
Provider will negotiate any charge in tota cost or sc hedule modifications. if the City an the Bernice Provider
approve any change, the Contract will be modified in writing to reflect the charges. All change orders shall be
authorized ed 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.
w Service Provider shall perform services in conformance w ith 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 a to comply
with the schedule.
52 No extension for completion of services shall b granted t Service Provider without City's prier
written consent.
6 .0 METHODS of PAYMENT FOR SERVICES ANC EXPENSES OF SERVICE PROVIDER
Compensation. For the Services provided pursuant to the Agreement, the City agrees to pay
Service Provider a sum not to exceed Seven ho s nd Six Hundred and wen Dollars (L70 If this
Agreement is extended, the total annual a mount paid to Service Provider shall not exceed the above mentioned
number adjusted by the Producer Price index as set forth in paragraph 2� 1 of this Agreement.
Additional Services* From time to time during the tern of this Ag reement, City may re quest that
Service Provider perform additional Services not required under the Project Manual. For those additional services
agreed upon by the City an d Service Provider in writing, City agrees to p 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 a mount 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
2
principals, employees, and independent professional associates and consultants i n the performance of Work
under this Agreement. The city agrees to make all payments due within thirty 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 INSPECTIO
7.1 City or its affiliates shall a 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 Providers records with respect to any matters covered by this Agreement shell be made
available to the City, at any time during normal business hours, as often as the City deers 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 3 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, a t the sole discretion of the City, in the withholding of payment for services provided under this
Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
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 a nd skill
in performing the Services that are ordi narily exercised under similar circumstances by reputable members of
Service Provider's profession working in the same or similar locality as Service Provider.
10. 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. WARRANTY of PROFESSIONAL SERVICES
The Service Provider (for itself and any of its employees, contractors, partners, and agents used
to perform the Services) hereby warrants ants 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 aftention 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 Y 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 Florid
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 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.
1 WORK IS A PRIVATE T I G
13.1 With regard to any and all Work performed hereunder, it is specifically understood and agreed to
by and between the p hereto that the contractual re lationship between the City and Service Provider i s such
that the Service Provid is an in dependent contractor and not an a gent of th 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.
14.0 PROGRESS sS MEETI G
14.1 City project Manager may held 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 Providers
Project Manager and all other appropriate personnel skull attend such meetings as designated by the City Project
Manager.
16,0 SAFETY
16.1 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
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 minima
amount of 1,000 as the combined single limit for each occurrence to protect the Service
P rovider 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
m inimu m amount of 1 �000,o00 combined single limit bodily injury and minimum 1
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
o wned and non -owned automobiles, including rented automobiles whether such operations
be by the Service P rovider 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 $ , 000,000 for all of its employees performing
Work for the City pursuant to this Agreement.
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 Cit r by Service Provider upon the Effective Date of this Agreement which
satisfied the insurance requirements of this paragraph 16.0. Renewal certificates shall be seat 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 e city shall be an additional Waged
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.
COMPLIANCE WIT 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
8 *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
b e open and freely exhibited to the City for the purpose of examination and/or audit.
18.2 The Service provider acknowledges es 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 ASSIGN"
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 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 any part of this Agreement is subcontracted b y Service Provider, prior to the commencement of
any Work 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 TERMINATIO 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 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 1 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 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
by 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 ations 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 evert of a default by Service Provider, the City shall have
the right to exercise any other remedy the City may have by operation of laws, 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 MAJEU
21.1 Any delay or failure of either party in the performance of its required obligations hereunder shell
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 rn 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 he
diligent in attempting to remove such cause or causes. if any circum stance of Fore l ajeure 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 Mate 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
2 3.1 Paragraph headings are for the convenience of the parties only and are not to he construed as
part of this Agreement.
SRAILITY
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 A greement shall otherwise be fully enforceable.
25,0 INTEGRATION: O I ICATION
26,1 The drafting, execution, and delivery of this A greement by the Parties have been induced by no
representations, statements, warranties, or agreements other than those expressed herein. This A greement
embodies the entire understanding g 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 SAND ELECTION OFREMEDIES
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 RIG
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, ether than a bona fide employee
working solely for the Service Provider, any fee, commission, percentage, gift, or ether consideration contingent
upon or resulting from the award or making of this A greement.
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.
3040 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 sane instrument.
33.0 NOTICE
33 *1 Any notices re to be given by the terns of this Agreement shall be delivered by hand or
railed, postage prepaid to:
For Service Provider:
Poorer Exterminators, Inc.
5032 Forsyth Commerce ,# suite ,
Orlando, FL. 32307
For ci
City of minter Springs
Parks and Recreation Department
East state Road 434
Winter springs, FL 32708
Phone: (407) 32' -6537
Facsimile: (407) 327 -4763
33.2 Either party may change the notice address by providing the other paw written notice of the
charge.
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 763.28, Flodda Statutes, or other limitations imposed on the city's potential
liability under state or federal laver.
35.0 INDEMNIFICATION
36.1 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;
. 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 l rovideCs, 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.
36.2 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
8
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.
36.2 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 lie, 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 from 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 there. In all events the City and its commissioners,
employees, officers, and City Attorney shall b 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 b etween 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}
. This Agreement;
c. Exhibits to this Agreement; and
d. The Bid documents.
36.2 Any inconsistence in the work description shall be clarified by the City and performed by the Service
Provider.
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 sale 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
witho t additional cost to the City. A. substitute material, article, or equipment ent 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 rake a determination before service provider uses the substitute.
"Continued on next page **
IN WITNESS WHEREOF, the parties hereto caused this Agreement to executed b
their duly authorized representatives as the date first written above.
SERVICE PROVIDER:
Name (Printed and Signed)
Title
L s 12
Date
CITY:
CITY OF WINTER SPRINGS, FL RIDA
A Florida municipal
KEVIN L. ITH
city aver
1/26/2011
Date
ATTEST
ANU
0 -LUAC S, City Clerk
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c [a i m s fro- m propert d a ma w he i Gh ma a rl se f M rship, u's ,, or maintenance of
au tom I St U[r in, c a omobfle Wh ther such operations
owne, and non-owned ob'Jes ludir rented ut S e
1 gli pi l l � 1 �' i ip�� q II II I I I 11 1
I in;
16.3 Indepe.Went Assoclates aM Consultants. Al dependent. contwtors, or ai emplo
ce P ro, iiiions conitai e d
lh vis A, in
b Service Provider, toi perf rm an Sery ces, ereunider sfila]! full cornipl with the insura,,n
in thes, e para for- sectuons 15 an
1 7.1 1 Service Provider shall compl with all re of fiederall, state, and local llawi,, ru[es,,
reernein
n �O Ce
e
ances app ic, rvi s under this A
ulations, sta clards, and/or Ordin 11. able- t the perfdrmance of Se
ra 'd b Se, Ice Provider, prior to the commencement o
19A I f a n part of th is ,k,
,; , b th bor ervice Provider shall re re the subcontractor to prov*de Cit and its affiliate,-*.
with insuraweem covera as se- t for h b the Cit
F.
23.1 Pa ra g ra ph head i n g is a re fo r the conve n i ence of the parties on l a n,d are- n ot to be con strued as
part of'thiis A
A r:
ree
26.1 Waiver b either part of an terms or provision of thi A ment shall not Vii,
. , r pr
26.2 No waiver consenit,, or modification of an of the provisions of thils, A shall be biIndin
ulnless, In writin and si b a dull authorized representative of' each part hereto.
n
27A Nothin in this A shall be construed' to g ive a r I ' g hts or benefits. to an other than
Cit and Service Provider.
A
ML
1 IN
36.1 In case of an inconsistenc i n an of the documents bearin on the A between the Cit
and the Service Provider, the inconsistenc shall be resolved b g ivin g precedence 'n the followin order.,
a. Addenda to, this A subse to the Effective date of this A
b ThisA
c. Exhibits to this A and
d The Bid documents.
36.2 An inconsistenc in the work description shall be clarified b Cit and performed b the Service
Provider.
N
M
IN WITNESS WHEREOF, the partie's hereto caused A to be ex uted b
'tten above.
their dut authorized representatives as of the, datefirst wrt?
KAR"'
Date
mff"
CITYOF WINTER SPRINGZ, FLORIDA
A Florida mun w:r ion
L. SMITHV�
U
Ci Mana
ATIT
-LUACES, Cit Clerk
ND RENZO
Im