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HomeMy WebLinkAbout2012 12 10 Consent 201 Central Winds Park Landscape Maintenance Contract COMMISSION AGENDA     Informational Consent X ITEM201 Public Hearings Regular       December 10, 2012KSCC Regular MeetingCity ManagerDepartment         REQUEST: The Parks and Recreation Department is requesting the City Commission authorize the City Manager to execute the attached agreement, as prepared by the City Attorney, between the City of Winter Springs and Annan Landscaping Company, LLC totaling $24,000 for landscape maintenance at Central Winds Park.   SYNOPSIS: The Parks and Recreation Department is requesting the City Commission authorize the City Manager to execute the attached agreement, as prepared by the City Attorney, between the  City of Winter Springs and Annan Landscaping Company, LLC for landscape maintenance at Central Winds Park. CONSIDERATIONS: Parks and Recreation Central Winds Park Landscape Maintenance Services have been  successfully contracted out for the past year to Kirkland’s Property Management Services, LLC. Kirkland’s Property Management submitted notice of termination of the existing  contract effective 12/21/12. Annan Landscaping bid $21,600, without irrigation maintenance services, on the  project in November, 2011. Staff met with Annan and they have agreed to enter an agreement for $24,000 with  the addition of irrigation maintenance on a bi-monthly basis. The contract will commence on January 1, 2013 for a 12 month period and terminate  on December 31, 2013 with up to two (2) additional one (1) year terms as per Section 2.1 of the contract. Consent 201 PAGE 1 OF 2 - December 10, 2012 FISCAL IMPACT: Funding for Central Winds Park Landscape Maintenance services is currently budgeted in the Parks and Recreation – Parks and Grounds Budget Line Code (7230-53188) in the amount of $24,000. 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, 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 authorize the City Manager to execute the attached agreement, as prepared by the City Attorney, between the City of Winter Springs and Annan Landscaping Company, LLC totaling $24,000 for landscape maintenance at Central Winds Park. ATTACHMENTS: Attachment A - Central Winds Park Landscape Maintenance Agreement    Consent 201 PAGE 2 OF 2 - December 10, 2012 AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES THIS AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES CITY OF WINTER SPRINGS into by and between the Annan Landscape Co., LLC East State Road 434, Winter Springs, Florida 32708, and , a Florida limited liability company 991 Explorer Cove, Suite 133, Altamonte Springs, Florida 32701. WITNESSETH: WHEREAS , City wishes to obtain landscape maintenance servicesfor on a continuing basis; and WHEREAS , Service Provider participated in the selection and negotiation process; and WHEREAS Central Winds Park , Service Provider is willing to provide such mowing services for 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 GENERAL PROVISIONS 1.1 Recitals. The foregoing recitals are deemed to be true and accurate and are fully incorporated herein by 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. 1.3 Due Diligence. Service Provider acknowledges 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 set forth herein. Service Provider will perform its Services with due and reasonable diligence consistent with sound professional practices. 2.0 TERM AND DEFINITIONS. Term. 2.1 The term of this Agreement shall be for one (1) year, commencing on January 1, 2013, and terminating at midnight on December 31, 2013, unless either party chooses to exercise its rights under Section -year periods. Any such extension shall be by mutual written agreement of all parties and shall be executed no less performance of the Service Provider annu The City manager shall recommend a one (1) year extension or termination. Should the Service Provider and City agree to extend the Agreement, the Service Provider may be entitled to an increase in rates in an amount not to exceed one half (1/2) the change in the Consumer Price Index (CPI) for the most recently available twelve (12) month period for All Urban Consumers (CPI-U) for All Items, U.S. City average, published by the Bureau of Labor Statistics of the U.S. Department of Labor for 1982-84, or the successor index to same. Said increase shall become effective beginning with the invoice for work performed after the start of the new Agreement period. Definitions. 2.2 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 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 Annan Landscape Co., LLC, a Florida limited liability company, and its principals, officers, employees, and agents. d. "Public Record" shall have the meaning given in Chapter 119, 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. Storm Water Manager, Urban Beautification Manager, or his/her designee, who is to provide the general administration of the Agreement. 3.0 SCOPE OF SERVICES 3.1 Service Provider shall do, perform, deliver and carry out, in a professional manner, the type of and fully incorporated herein by this reference, including but not limited to the furnishing of all labor, equipment, tools, materials, and incidentals. 4.0 AMENDMENTS AND MODIFICATIONS 4.1 Any cardinal change in the terms and conditions set forth in this Agreement must be mutually agreed to by both the City and the Service Provider, and may be implemented only after this Agreement has been amended in writing. 4.2 The City reserves the right to make changes in the work, including alterations, reductions therein, or tion of a contemplated change, the Service Provider shall (1) if requested by the City, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the City of any estimated change in the completion date, and (3) advise the or schedules of this Agreement. 4.3 If the City so instructs, in writing, the Service Provider shall suspend work on that portion of the work make the change, the City shall issue an Amendment to this Agreement or Change Order and the Service Provider shall not commence work on any such change until such written amendment or change order has been issued and signed by each of the parties. 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 apprised 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 Compensation. For the Services provided pursuant to the Agreement, the City agrees to pay Service Provider a sum not to exceed Twenty Four Thousand and no/100 Dollars ($24,000.00). If this Agreement is extended, the total annual amount 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. 2 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. 6.4 Truth-In-Negotiation Certificate. Signature of this Agreement by the Service Provider shall act as the execution of a truth-in-negotiation certificate certifying that the wage and rates and costs used to determine the compensation provided for in this Agreement are accurate, complete, and current as of the date of the Agreement. 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 8.1 ance with generally accepted accounting principles and practices to substantiate all invoiced amounts. Said records will be available s final invoice for examination to the extent required to verify the direct costs (excluding established or standard allowances and taxes) incurred herein. Should such an audit by the City reveal monies owed to the City, the Service Provider shall reimburse the City for the cost of the audit and pay the principal overcharge amount owed the City plus interest accrued at the prime interest rate in effect on the date of discovery. Said interest rate shall apply to the principal overcharge amount revealed in the audit for the period from the original payment due date(s) to the payment by the Service Provider of all monies owed. 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 inperforming the . profession working in the same or similar locality as Service Provider 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- 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. Service Provider agrees to provide that information within a reasonable time period. 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 3 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. 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. 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 employees) and property. The safety provisions of all applicable laws, regulations, and codes shall be observed. Hazards arising from the use of vehicles, machinery, and equipment shall be guided or eliminated in accordance with the highest accepted standard of safety. 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 Compensation insurance covering all employees in performance of work under the Agreement. Service Provider shall make this same requirement of any of its subcontractors. Service Provider shall indemnify and save the City harmless for any damage resulting to them for failure of either Service Provider or any subcontractor to take out or maintain such insurance. 4 The following are required types and minimum limits of insurance coverage which the Service Provider agrees to maintain during the term of this Agreement: COVERAGE MINIMUM LIMITS General and Auto Liability $500,000 per person/incident $1,000,000 incident Professional Liability (if applicable) $1,000,000 Statutory Neither Service Provider nor any subcontractor shall commence work under this Agreement until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of a Certificate of Insurance and endorsement. The City shall approve such certificates. All insurers shall nless the City grants specific approval for an exception. All policies provided should be Occurrence, not Claims Made, forms. Insured. The Service Provider shall be responsible for all deductibles. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be cancelled, materially changed or renewal refused until at least thirty (30) calendar days written notice have been given to the City by certified mail. 17.0 COMPLIANCE WITH LAWS AND REGULATIONS 17.1 In the performance of work and services under this Agreement, Service Provider agrees to comply with all Federal, State and Local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement that are applicable to Service Provider, its employees, agents or subcontractors, if any, with respect to the work and services described herein. 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. 5 19.4 If any part of this Agreement is subcontracted by 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 TERMINATION 20.1 This Agreement may be terminated by the Service Provider upon thirty (30) days prior written notice to the City in the event of substantial failure by the City to perform in accordance with the terms of this Agreement through no fault of the Service Provider. It may also be terminated by the City with or without cause immediately upon written notice to the Service Provider. Unless the Service Provider is in breach of this Agreement, the After receipt of a Termination Notice and except as otherwise directed by the City, the Service Provider shall: A. Stop work on the date and to the extent specified by the City. B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work. C. Transfer all work in process, completed work and other material related to the terminated work to the City or approved designee. D. Continue and complete all parts of the work that have not been terminated. 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 in the Middle District of Florida in 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. 25.0INTEGRATION; MODIFICATION 25.1 The drafting, execution, and delivery of this Agreement by the Parties have 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. 26.0 THIRD PARTY RIGHTS 26.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Service Provider. 6 27.0 PROHIBITION AGAINST CONTINGENT FEES 27.1 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. 28.0 NO JOINT VENTURE 28.1 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. 29.0 29.1 If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. 30.0COUNTERPARTS 30.1 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. 31.0 DRAFTING 31.1 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. 32.0 NOTICES 32.1 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: Annan Landscape Co., LLC 991 Explorer Cove, Suite 133 Altamonte Springs, FL 32701 For City: City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 Phone: (407) 327-1800 Facsimile: (407) 327-6695 32.2 Either party may change the notice address by providing the other party written notice of the change. 7 33.0SOVEREIGN IMMUNITY 33.1 Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of three hundred thousand dollars ($300,000.00). This paragraph shall survive termination of this Agreement. 34.0 INDEMNIFICATION 34.1 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 the performance of the Services being performed under this Agreement; d. agents failure to comply with the provisions of any federal, state, or local laws, ordinance, or 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. 34.2 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 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 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. 35.0ORDER OF PRECEDENCE 35.1 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 Bid documents. 35.2 Any inconsistency in the work description shall be clarified by the City and performed by the Service Provider. 8 36.0 AGREEMENT INTERPRETATION 36.1 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 an carry out the work in accordance with the decision of the City. 36.2 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. 37.0 NONDISCRIMINATION 37.1 The Service Provider warrants and represents that it complies with all Federal and State requirements concerning fair employment and will not discriminate by reason of race, color, religion, sex, age, national origin, or physical handicap. 38. ARREARS 38.1 yment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The Service Provider further warrants and represents that it has no obligation for indebtedness that would impair its ability to fulfill the terms of this Agreement. 39.WARRANTY 39.1 The Service Provider warrants that skilled and competent personnel to the highest professional standards in the field shall perform all services. 40. INDEPENDENT CONTRACTOR 40.1 The Service Provider agrees that it is an independent contractor with respect to the services provided pursuant to this Agreement, and not an employee, agent, or servant of the City. All persons engaged in any of the work or services performed shall at all times, and in all places, be subject to the S discretion, supervision, and control. The Service Provider shall exercise control over the means and manner in Agreement shall be considered to create the relationship of employer and employee between the parties. 41. NONWAIVER 41.1 No inspection by the City, nor any payment for or acceptance of the whole or part of the items in this Agreement, nor any extension of time, nor any possession taken by the City of the product or services hereunder shall operate as a waiver of (1) any provision of this Agreement, (2) the right to have it fully performed, (3) any power herein reserved by the City or (4) any right to damages under this Agreement. No waiver of any breach of this Agreement shall be held to be a waiver of any other breach. 42. EXCLUSIVITY 42.1 This is not an exclusive Agreement. The City may, at its sole discretion, contract with other entities for work similar to that to be performed by the Service Provider hereunder. 9 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: _______________________________________________________ Name (Printed and Signed) _______________________________________________________ Title __________________ Date CITY: CITY OF WINTER SPRINGS, FLORIDA A Florida municipal corporation ____________________________________________________ KEVIN L. SMITH City Manager __________________ Date ATTEST: __________________________________________ ANDREA LORENZO-LUACES, City Clerk 10 EXHIBIT ‘A’ SCOPE OF WORK 1. GENERAL 1.1 Work Covered by Contract Documents City of A. The work to be performed under this Contract consists of landscape maintenance for Winter Springs -Central Winds Park Services as described on the attached map. Perform all work in accordance with the Contract Documents. Furnish all materials, equipment, tools, and labor which are reasonably and properly inferable and necessary for the proper completion of the work, whether specifically indicated in the Contract Documents or not. B. The Contractor shall be obligated, at its expense, immediately or promptly to repair to the City’s Representative’s satisfaction, any damage to exterior plantings, or irrigation systems or any other property within the areas specified in this agreement. In the event the contractor has not repaired any such damage within reasonable time, as determined by the City’s Representative, the City may repair such damage and deduct such cost from the next payment due to the Contractor. The Contractor shall be liable to the City for any such cost in excess of the amount deducted by the City. B. The Contractor shall be obligated to immediately notify the City Representative verbally and follow in writing within twenty-four (24) hours after the event of any damage which the Contractor discovers, or should have discovered in the exercise of reasonable care, whether or not such damage was caused by the Contractor. D. Prior to the commencement of work on this contract, an authorized representative of the Contractor and the Designated Representative of the City may perform a video condition survey of all exterior plantings at each of the designated areas of the City covered by this Agreement. The Contractor and the City may jointly prepare and sign a written report of the condition survey which shall describe the condition and location of all unhealthy plants E.During the 30 day period preceding the expiration of the term of this Agreement, or, in the event of an earlier termination a 30 day period following the termination, a final condition survey may be made jointly by the City Representative and the Contractor. This survey shall establish a punch list of plantings and material that do not meet the specifications and that must be replaced prior to the final completion of the contract. If the plantings and materials so identified are not replaced, an appropriate amount shall be withheld from the final payment. 2. CONTRACT 2.1 General A. This project shall be constructed under a unit price contract. B. The project as shown on the Drawings and described in these specifications constitutes the work to be performed under this contract. 3. SAFETY REQUIREMENTS 3.1 General A. Any equipment and tools used in performing the work under this Agreement shall conform to the Florida Department of Transportation-Manual of Uniform Traffic Devices. B. Equipment shall be maintained in good repair, shall be fueled on concrete surfaces only, and shall be provided with the proper noise reduction and safety devices as prescribed by the Occupational Safety and Health Administration (OSHA). C. Approved traffic (M.U.T.C.D.) warning devices shall be used when necessary to provide safety to persons and vehicular traffic within any areas undergoing pruning. Work will be scheduled after consulting with the City’s Representative. TECHNICAL SPECIFICATIONS SPECIFIC TASKS 1.0 TURF CARE Heavy In general, mowing of all grassed areas shall be no less than once every seven (7) days in the Growing Season and shall be no less than bi-weekly, or as instructed by the City’s Representative, during the Dormant Growing Season . Growing seasons are dictated by the weather and therefore may change per the City’s Representative, but otherwise shall be: Heavy Growing Season - March 1 through October 31. Dormant Growing Season – November 1 through February 28. SPECIFIC TURF CARE St. Augustine specific This mowing program, at minimum, unless otherwise specified, shall be in accordance with the St. Augustine University of Florida Cooperative Extension Services Calendar for sod care, culture, and good horticultural practice as shown in Publication ENH 5. St. Augustine grassed areas will be mowed to a height of 4” inches on average, depending upon established grass needs, by finish mower or a groom mower. Bahiagrass specific This mowing program, at minimum, unless otherwise specified, shall be in accordance with the Bahiagrass University of Florida Cooperative Extension Services Calendar for sod care, culture, and good horticultural practice as shown in Publication ENH 6. Bahia grassed areas will be mowed to a height of 3” inches on average, depending upon established grass needs, by finish mower or a groom mower. Bermudagrass specific This mowing program, at minimum, unless otherwise specified, shall be in accordance with the Bermudagrass University of Florida Cooperative Extension Services Calendar for sod care, culture, and good horticultural practice as shown in Publication ENH 19. Bermuda (sports turf) grassed areas will be mowed to a height of 3” inches on average, depending upon established grass needs, by finish mower or a groom mower. At no time shall more than one-third (1/3) of the leaf surface be removed in one mowing in any turf area unless specifically authorized in writing by the City of Winter Springs. Prior to mowing and trimming any turf and bed areas; paper, bottles, cans and all other debris (as well as misplaced dirt or sand) must be removed from areas immediately bordering site (ex: sidewalks and curblines) and actual site locations. Areas are to look clean and neat and free of debris at all times. Any clipping, trimming debris will be removed from site as work is completed, or at the end of each day that work is performed. Lawn clippings may be left on the turf areas so long as no readily visible clumps remain on the grass surface after mowing. Otherwise large clumps of clippings will be collected and disposed of by 2 Contractor. In case of fungal disease outbreaks, all clipping will be collected and properly disposed of until No debris bags shall be left on site more than 5 hours. disease is undetectable. Turf care activities shall be scheduled during the normal work week (M-F 8am to 5pm) as a general rule, and coordinated with the Parks Department so as to not interfere with scheduled events. Should field conditions occur that require a modification to the normal service schedule, Service Provide must give the City’s Project Manager 24 hours notice and receive approval prior to a service schedule modification. 2.0 MULCHING (Not included in base cost) Mulching to be performed between October 15 and December 25 each year to keep planted areas neat and freshly maintained. Mulch depth to be a minimum total depth of three (3) inches and placed, not dumped, as well as kept from around the immediate base of shrubs. Mini Pine Bark mulch is to be used unless directed by the City’s Project Manager. 3.0 EDGING Edging of all walks, curbs, edging of pavements, and grass invasion shall be done weekly during the heavy growing season and bi-weekly for the remainder of the year. All grass and dirt to be blown off onto grass areas only. No debris shall be blown onto hard surfaces or into shrub or flower beds. Schedule for edging of soft surfaces such as turf, bed borders, and ground cover shall be performed bi-weekly or more as needed. 4.0 WEEDEATING Areas inaccessible to mowing equipment shall be kept neat and trimmed as needed. Trimming of grass and weeds around any fixed objects (walls, light posts, light fixtures, equipment boxes, pond structures, sign posts and trees) will be done through chemical control within a limit of six inches (6”) maximum or trimmer so as not to inflict damage of any kind to structure, equipment or tree. 5.0 PRUNING SHRUBS AND ORNAMENTALS Pruning of plants shall be performed as needed to remove dead wood harboring insects and disease and to promote maximum health and growth. The finding of insects or disease shall be reported immediately to the City Representative so as to limit losses. Aesthetic pruning shall consist of removal of dead or broken branches. Pruning shall be performed to balance infiltration light to enhance new growth. Small leafed shrubs, such as Pittosporum, Azalea and Indian hawthorn, etc., are to be kept trimmed in a tight, neat appearance, with removal of partial new growth after no more that four inches of new growth appears. Larger leafed shrubs, such as viburnum, may attain new growth reaching from 2" to 4" before removal. But at no times are shrubs to display a disorderly appearance. Ornamentals, such as crinum lilies, are to be trimmed aggressively during the rainy season to be kept neat and fungus free. This may be as frequent as every other week. Sago palms are to be trimmed a minimum of three times a year, or more often, as needed, depending on growth and health. Azaleas are to be trimmed at regular intervals as described above with the exception of the months of October thru March when no trimming should be done to achieve maximum flowering. Wax myrtles are to be trimmed aggressively in order to maintain a neat, compact habitat. At no time is an herbicide to be used to rid plants of sucker growth. Instead, hand pulling or aggressive trimming routine is to be established. All ornamentals that produce any dead fronds (i.e., coontie, sage, aztec grass, holly fern, etc.) are to be systematically checked and cleaned with special attention to early spring cleanup. immediately Dead plant material shall be removed during the normal service visit and a report filed with the City Project Manager detailing the location of removal and species removed. 3 6.0 PLANT REPLACEMENT The Contractor shall be responsible for replacing any plant materials that die or become damaged to the point that the plant grade is less than Florida #1 as a result of neglect or damage caused by the maintenance operation. Replacement material shall be identical to plant species, quality and specifications of the materials at the time the loss occurs. 7.0 TREE TRIMMING All trees are to be trimmed as often as necessary to meet public safety requirements and comply with ISA industry standards. Trimming of established trees shall be to a minimum of eight (8) foot and a maximum of twelve (12) foot under canopy and pruned just outside the branch collar by the Service Provider. New or young trees are to be pruned with an ideal under canopy of six (6) feet or to a suitable and healthy height for each tree. Sucker growth is to be removed by hand or trimmer from the base of a tree. Herbicides are not to be used for this purpose. Palms are to be trimmed regularly to ensure the absence of seed pods and dead or dying fronds dropping to the ground and not as severely as the hurricane cut; using the 9/3 rule. Ligustrum and Holly trees are to be maintained per industry standards or as specified by City’s Representative. Crape myrtle trees shall be pruned per industry standards (ISA) in late February through the first week in March each year. Approved traffic (M.U.T.C.D.) warning devices shall be used when necessary to provide safety to persons and vehicular traffic within any areas undergoing pruning. Work will be scheduled after consulting with the City’s Representative. 8.0 WEEDING Weeding of all plant bed areas is to be as often as necessary to conform to the shrub trimming schedule, to control weed population and maintain healthy plants. Remove weeds, vines and “voluntary” seedlings from planting beds. Weed control in landscaped areas will be accomplished by hand weeding and/or application of round-up and a pre-emergent herbicide if needed. All weeds in sidewalks or pavement areas (including curbing) shall be chemically controlled or removed by hand. 9.0 ANNUALS (Annuals not included in base cost) Annuals will be changed four (4) times per year at all designated annual bed areas. Annuals are to be 4” full bloom and must be approved by Owner or City’s Representative for each seasonal change variety. A schedule shall be determined and agreed upon by both Owner and Service Provider. Bed preparations are to consist of 14-14-14 Granular fungicide and Cavalier Subdue GR. along with any added soil preparations or enhancements needed to facilitate strong healthy growing annuals. Annuals beds are located at the following areas: 10.0 IRRIGATION MAINTENANCE bi-monthly Complete irrigation inspections shall be performed at minimum. Details of the inspection shall be recorded on a log sheet (to be submitted with the monthly billing) and consist of the following: 1. Turning on each zone and inspecting each head for proper coverage, including straightening, adjusting the output of water, adjusting spray pattern, and unclogging heads. 2. Repairing broken heads and lateral lines, as necessary. 3. Checking the irrigation controller(s) for proper operation and programming. If there are battery controllers on the site, check each for battery life and replace at 75% depletion. 4. Test rain sensor(s) for proper operation and replace as necessary. 5. Checking all zone valves for proper open and closure, making sure to inspect for leaking from the mainline. 6. Checking water source for leaking and visual inspection of backflow device, if present. 7. Visually inspect turf, planters and trees in irrigated areas for signs of drought stress and effect adjustments and/or repairs to remedy the issue. A visual ‘ride through’ of all irrigated areas shall be done bi-monthly during both the 8. growing and dormant season. 4 The Service Provider shall submit a detailed report, at the time of billing of each bi-monthly service, consisting of the clock and location, each zone by number, and any repairs or work performed during that service. $ 200.00 All parts used will be itemized on the bill, with a maximum of billed for repairs without VERBAL approval, during the regular bi-monthly scheduled maintenance visit. If there is an additional cost for repairs beyond the maximum of $200, the Owner or City Representative must be given a verbal report of the repair and costs involved before the work is to be performed. No payment will be made for heads or parts damaged by the Service Provider. Service Provider shall immediately repair any and all damaged property within the areas specified in this agreement to meet original specifications with commercial quality irrigation parts. All work performed by Contractor must meet or exceed industry standards. All damaged irrigation heads shall be turned in bi-monthly along with the billing in order to qualify for payment. included All labor required to repair or replace defective parts is in the contract price except when repairing valves, main lines or lateral lines over 1 ½”, clock or wiring problems, or lines under sidewalks or roadways. Material costs shall be paid on the basis of approved wholesale documented cost plus 15% for overhead and profit. Contractor is to immediately notify Owner if a mainline leak is noticed. Should the Service Provider need to shut down the mainline for any reason, the Owner must be contacted at: (407) 327-6592. METHOD OF MEASUREMENT AND BASIS OF PAYMENT UNIT PRICE BID 1. GENERAL A. Payment for all work done in compliance with the Contract Documents, inclusive of furnishing all manpower, equipment, materials, and performance of all operations relative to execution of this project, will be made under Pay Items established in the Bid Form. Work for which there is not a Pay Item will be considered incidental to the Contract and no additional compensation will be allowed. B. The Owner reserves the right to alter the Drawings, modify incidental work as may be necessary, and increase or decrease the work to be performed to accord with such changes, including deductions or additions to the scope of work outlined in the Contract Documents. Changes in the work shall not be considered as a waiver of any conditions of the Contract nor invalidate any provisions thereof. Changes resulting in changes in the scope or quantities of Work or time or other conditions of work will be basis for consideration of a Change Order, which is to be negotiated and executed before proceeding with the work.. Work, which has not been authorized by a written Change Order, will not be subsequently considered for additional payment. C. If the Service Provider makes a claim for an extra or additional cost, and requests a Change Order be issued prior to performing the work, and the OWNER renders a decision denying such request, the Service Provider must notify the Owner in writing within 3 days of the time that the Service Provider is informed of the Owner's decision. Otherwise the OWNER will not consider any such difference as a claim for a Change Order or additional payment or time. Any such written notice received by the Owner from the Service Provider within the 3-day period shall be just reason for the Owner to re-evaluate his previous decision. 5 2. PAY ITEMS The unit and Lump Sum prices stated in the Contract to be paid for respective items shall be payment in full for the completion of all work, specified and described to be included in the respective items, complete and ready for use and operation, including testing, as shown on the Drawings and as specified. Payment will be made under each item only for such work as is not specifically included under other items. 3. SUBMITTAL OF SERVICE REPORTS Service Provider shall submit a monthly written service 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 in not sufficient in the City’s 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. Any other reports deemed necessary or set forth in this Agreement shall also accompany application for payment. SERVICE AREAS (See Map) SERVICE LOCATIONS WITHIN CENTRAL WINDS PARK (with specific service guidelines): Dog Park Expansion Fields Passive Area Amphitheater Parking Lot Entrance to Park 6 Amphitheater PassiveArea Parking/Entrance ExpansionFields CentralWindsPark DogPark