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HomeMy WebLinkAbout2013 08 12 Consent 204 City Facilities Landscape Mainteance Agreement COMMISSION AGENDA Informational Consent X ITEM 204 public Hearings g Regular August 12, 2013 KS RS Regular Meeting City Manager Department REQUEST: The Community Development Department, Urban Beautification Division, is requesting the City Commission to approve an agreement with Greener Grounds, LLC., for City Facilities Landscape Maintenance in the amount of$27,960. SYNOPSIS: On July 12, 2013, Kirkland's Property Management sent Notice of Termination for the landscape maintenance of City Facilities (Agreement# 01012011FAC). The reason stated in the notice was that the contract had originally been bid too low by Kirkland and levels of service could no longer be sustained at the current contract cost. In response, Staff solicited quotes from local and existing service vendors with four (4) total responding. The lowest qualified proposal was submitted by Greener Grounds, LLC., at a base cost of $27,960. Kirkland's has agreed to continue service while City Commission approval is obtained for an annual agreement with Greener Grounds, which is anticipated to start on August 15, 2013, pending Commission approval.. The agreement with Greener Grounds, LLC., has an increased annual cost of$5,772 more than the previous contract with Kirkland Property Management, which had a base cost of$22,188. CONSIDERATIONS: The scope of work includes regular mowing, weeding, edging, shrub trimming, pruning, mulching, litter removal, and irrigation maintenance for City Facilities (Detailed Schedule in Attachment'A'): Consent 204 PAGE 1 OF 3-August 12,2013 • City Hall • The Police Department • Public Works/Utilities Compound • Water/WWTP Plants • Police Training Building (Old PW Administration) Four(4)bids were received as follows: • Annan Landscape $29,340 • Eastwood Tuff Turf $42,300 • Dawnalee Corporation $38,500 • Greener Grounds $27,960 FISCAL IMPACT: Funds to cover the increased annual contract cost of $5,772 (resulting in a total annual contract cost of $27,960) for the City Facilities Landscape Maintenance Agreement are available, due to savings from other landscape contracts, from Urban Beautification Services Fund Line Code (1525-54682), Utilities Line Codes (3600-54671, 3600-54680, 3600-54681, 3600-54682) and City Hall Line Code (4414-54682). The initial term of the agreement is for one (1) year with the option to extend the agreement for five (5) one-year periods. The service provider may, at the City's option, be entitled to an increase in an amount not to exceed one-half(1/2) the change in the Consumer Price Index (CPI) of the most recent twelve (12) month period. 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 Community Development Department, Urban Beautification Division, is recommending that the City Commission approve an agreement with the lowest qualified bidder, Greener Grounds, LLC., for City Facilities Landscape Maintenance, in the amount of$27,960 for one (1) year with the option of five (5), one (1) year extensions, if the work is deemed to be satisfactory. Consent 204 PAGE 2 OF 3-August 12,2013 ATTACHMENTS: A. City Facilities Landscape Maintenance Agreement- Greener Grounds, LLC. Consent 204 PAGE 3 OF 3-August 12,2013 ATTACHMENT 'A' AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES THIS AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES ("Agreement") is made and entered into by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), located at 1126 East State Road 434,Winter Springs, Florida 32708, and Greener Grounds, LLC., authorized to conduct business in Florida ("Service Provider"),located at: 1255 Belle Avenue,#177,Winter Springs,FL 32708. WITNESSETH: WHEREAS, City wishes to obtain landscape maintenance services for the CITY FACILITIES for a limited time period;and WHEREAS, Service Provider participated in the selection and negotiation process;and WHEREAS, Service Provider is willing to provide such landscape maintenance services for the CITY FACILITIES,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. 2.1 The term of this Agreement shall be for twelve (12)months,commencing on August 15,2013, and terminating at midnight on August 14, 2014, unless either party chooses to exercise its rights under Section 20, "Termination". The parties shall have the option to extend the term of this Agreement for five (5) one-year periods. Any such extension shall be by mutual written agreement of all parties and shall be executed no less than ninety (90) days prior to the expiration of this Agreement's current term. The City Manager or the City Manager's designee (hereinafter"City Manager") shall review the performance of the Service Provider annually at least ninety (90) days prior to the Agreement's anniversary date. 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. 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: City Facilities Landscape Maintenance Agreement-2013 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 Greener Grounds, LLC., 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. C. "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 City's Urban Beautification Manager,or his/her designee,who is to provide the general administration of the Agreement. 3.0 SCOPE OF SERVICES Service Provider shall do,perform, deliver and carry out, in a professional manner, the type of services as set forth in the "Scope of Work," attached hereto as Exhibit `A' 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 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. The City reserves the right to make changes in the work, including alterations, reductions therein, or additions thereto. Upon receipt by the Service Provider of the City's notification 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 City in writing if the contemplated change shall affect the Service Provider's ability to meet the completion dates or schedules of this Agreement. If the City so instructs, in writing,the Service Provider shall suspend work on that portion of the work affected by a contemplated change,pending the City's decision to proceed with the change. If the City elects to 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 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. 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 Seven Thousand Nine Hundred and Sixtv Dollars (527,960). 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. 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 City Facilities Landscape Maintenance Agreement-2013 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 The Service Provider shall maintain records on the City's projects, in accordance with generally accepted accounting principles and practices to substantiate all invoiced amounts. Said records will be available to the City during the Service Provider's normal business hours for a period of two (2) years after the Service Provider'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 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. 10.0 SUBMITTAL OF PROGRESS REPORTS 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. Service Provider agrees to provide that information within a reasonable time period. 11.0 WARRANTY OF PROFESSIONAL SERVICES The Service Provider(for itself and any of its employees, Service Providers,partners,and agents used to perform the Services) hereby warrants unto the City that all of its employees (and those of any of its Service Providers, 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. City Facilities Landscape Maintenance Agreement-2013 12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER 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 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 Service Provider and not an agent of the City. The Service Provider, its Service Providers, partners, agents, and their employees are independent Service Providers and not employees of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent Service Provider,between the City, on one hand, and the Service Provider, its Service Providers, partners, employees, or agents, during or after the performance of the Work under this Agreement. 14.0 PROGRESS MEETING 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 Precautions shall be exercised at all times for the protection of all persons (including the City's 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, Service Providers,and agents while performing Services provided hereunder. 16.0 INSURANCE Service Provider shall maintain in full force and effect during the life of the Agreement, Worker's Compensation insurance covering all employees in performance of work under the Agreement. Service Provider shall make this same requirement of any of its subService Providers. Service Provider shall indemnify and save the City harmless for any damage resulting to them for failure of either Service Provider or any sub-Service Provider to take out or maintain such insurance. The following are required types and minimum limits of insurance coverage which the Service Provider agrees to maintain during the term of this Agreement: City Facilities Landscape Maintenance Agreement-2013 COVERAGE MINIMUM LIMITS General and Auto Liability $500,000 per person/incident $1,000,000 incident Professional Liability(if applicable) $1,000,000 Worker's Compensation Statutory Neither Service Provider nor any sub-Service Provider 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 be licensed to conduct business in the State of Florida. Insurers must have, at a minimum, a policyholders' rating of"A", and a financial class of "VIP" as reported in the latest edition of Best's Insurance Reports, unless the City grants specific approval for an exception. All policies provided should be Occurrence, not Claims Made, forms. The Service Provider's insurance policies should be endorsed to add the City of Winter Springs as an Additional 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 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 subService Providers, 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 Service Providers 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 subService Provider as if no subcontract had been made. 19.3 If City determines that any subService Provider 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 by Service Provider, prior to the commencement of any Work by the subService Provider, Service Provider shall require the subService Provider to provide City and its affiliates with insurance coverage as set forth by the City. City Facilities Landscape Maintenance Agreement-2013 20.0 TERMINATION 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 Service Provider shall be paid for services rendered to the City's satisfaction through the date of termination. 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 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. 21.0 GOVERNING LAW&VENUE 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. 22.0 HEADINGS 23.1 Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement. 23.0 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. 24.0 INTEGRATION;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. 25.0 THIRD PARTY RIGHTS Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Service Provider. City Facilities Landscape Maintenance Agreement-2013 26.0 PROHIBITION AGAINST CONTINGENT FEES 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 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 parry act toward third persons or the public in any manner which would indicate any such relationship with the other party. 29.0 ATTORNEY'S FEES 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, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs, 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. 30.0 COUNTERPARTS 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 City and Service Provider each represent that they have both shared equally in drafting this Agreement and no parry shall be favored or disfavored regarding the interpretation of this Agreement in the event of a dispute between the parties. 32.0 NOTICES 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: Greener Grounds,LLC. 1255 Belle Avenue,#177 Winter Springs,FL 32708 (407)467-1086 For Ci : City of Winter Springs Urban Beautification Manager 1126 East State Road 434 Winter Springs,FL 32708 Phone: (407)327-1800 8315 33.2 Either party may change the notice address by providing the other party written notice of the change. 34.0 SOVEREIGN IMMUNITY Notwithstanding any other provision set forth in this Agreement, 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. As such,the City shall not be liable under this Agreement City Facilities Landscape Maintenance Agreement-2013 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 one hundred thousand dollars ($100,000.00), 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 two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 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 Service Providers,and consultants. c. the acts, errors, omissions, intentional or otherwise, arising out of or resulting from Service Provider's and its employees, partners, Service Providers, and agents on the performance of the Services being performed under this Agreement; d. Service Provider's, and its employees, partners, Service Providers, 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, Service Providers, and agents performance under this Agreement; e. any fraud and misrepresentation conducted by Service Provider and its employees, partners, Service Providers,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 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. 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 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 City Facilities Landscape Maintenance Agreement-2013 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. 38.0 NONDISCRIMINATION 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. 39. ARREARS The Service Provider shall not pledge the City's credit or make it guarantor of payment 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. 40. WARRANTY The Service Provider warrants that skilled and competent personnel to the highest professional standards in the field shall perform all services. 41. INDEPENDENT SERVICE PROVIDER The Service Provider agrees that it is an independent Service Provider 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 Service Provider's sole discretion, supervision,and control. The Service Provider shall exercise control over the means and manner in which it and its employees perform the work;the City's interest is in the results obtained. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. 42. NONWAIVER 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. 43. EXCLUSIVITY 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. IN WITNESS WHEREOF,the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. **Continued on the next page** City Facilities Landscape Maintenance Agreement-2013 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 City Facilities Landscape Maintenance Agreement-2013 GREENER GROUNDS LLC 1255 Belle Avenue,#9777 Winter Springs, FL 32708 407-467-1086 BID CALCULATION SHEET-PART I Landscape Maintenance Item No.&Description Jan 1 thru Dec 31 1. Public Works Admin. Unit Cost $__10.00 x 12 Months = $ 840.00 Year 2.City Hall Unit Cost $160-00 x 12 Months = $ 6720.00 Year 3. Police Department Unit Cost $_560.00 x 12 Months = $ 6720.00 Year 4.Public Works CompoundUnit Cost $_Z26.00 x 12 Months = $ 2700.00 Year 6.Old Water Plant#1 Unit Cost $_.36.00 x 12 Months = $ 420.00 Year 6.Sheoah Blvd. Plant#2 Unit Cost $ 60.00 x 12 Months = $ 720.00 Year 7.Bahama Plant#3 Unit Cost $_10.00 x 12 Months = $ 720.00 Year 8.East Water Plant #1 Unit Cost $_100.00 x 12 Months = $ 1200.00 Year 9.West Waste Water Plant Unit Cost $-Z80.00 x 12 Months = $ 3360.00 Year 10. East Waste Water Plant Unit Cost $_Z80.00 x 12 Months = $ 3360.00 Year 11.Oak Forest Reclaimed Unit Cost $ 100.00 x 12 Months = $ 1200.00 Year TOTAL COSTA $ 27,960.00 Year 1 BID CALCULATION SHEET-PART 2 Irrigation 107aimenance Item No. & Description Jan 1 thru Dec 31 1. Public Works Admin. Unit Cost $ Inc] x 12 Months = $ Incl Year 2. City Hall Unit Cost $ Incl x 12 Months = $ Inc] Year 3. Police Department Unit Cost $ ]ncl x 12 Months = $ Incl Year 8. East Water Plant#1 Unit Cost $ Incl x 12 Months = $ Incl Year TOTAL COST(B) $ Included Year ADD TOTAL COST(A+B):$ 27,960.00 GRAND TOTAL PER YEAR 2 Detail by Entity Name Page 1 of 2 f Detail by Entity Name Florida Limited Liabilitv Cora an GREENER GROUNDS LLC Filing Information Document Number L11000113136 FEl1ElN Number NIA Date Filed 10/04/2011 State FL Status ACTIVE Principal Address 224 STERLING ROSE COURT POPKA, FL 32703 Changed: 04/30/2012 Mailing Address 224 STERLING ROSE COURT POPKA, FL 32703 Changed: 04/30/2012 Registered Agent Dame &Address KIRKLAND, JAMES LIII 224 STERLING ROSE COURT POPKA, FL 32703 Address Changed: 04/30/2012 Manager/Member Detail Name &Address Title MGRM KIRKLAND, JAMES LIII 24 STERLING ROSE COURT POPKA, FL 32703 nnual Re orts Report Year Filed Date 2012 04/30/2012 2013 04/29/2013 http://search.sunbiz.org/Inquiry/CoroorationSearcbJ SearchResultDetail/EntitvName/fla.l-11.._ 7/2S/9.01I Detail by Entity Name Page 2 of 2 Document Images 04/29/2013--ANNUAL REPORT view image in PDF format 04M2012 —6U" REPORTr-jjj,,IYew image a g e i m Forms Help 10/04/2011 -- Florida Limited Liability view image in PDF format j�amnanhi vand pAv�cv E i?aLu State of Ronda,DeparLmen of State http://search.sunbiz.orvAnciuirv/ComorationSearch/Se,q.rchRe.-,ii]fT)f-.t,qil/P.ntitvNnrnp/fl!al-1 1 '7/)r% I2 " GREEN-2 OP ID: MS /"'6tLl DATE(MMfDDIYYYY) �.._.� CERTIFICATE OF LIABILITY INSURANCE 08/0212013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holier is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Phone:321-214-1990 NAME_ Insurance and Risk Management PHONE FAX of Florida,LLC Fax:321-710-2501 Arc Ext: A1C Na 220 Crown Oak Centre Drive EMAIL Longwood,FL 32750 ADDRESS: George Taylor INSURER(S)AFFORDINGCOVERAGE NAIL# INSURERA:Montgomery Insurance Co. INSURED Greener Grounds, LLC INSURERB: 224 Sterling Rose OL Apopka,FL 32703 INSURERC: INSURER D: INSURER E INSURER F- COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT To ALL Ti-iE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY RAVE BEEN REDUCED BY PAID CLAIMS. INSR SLISR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER MMMDIY YYY) (MMIDDIYYYY1 LIMITS GENERAL LIABILITY EACH OCCURRENCE 1,000,000 A X COMM£RCfAL GENERAL LIABILITY 66694007MLNIQ1 0810212013 08102!2014 PREMISES occurrence $ 300,000 CLAIMS-MADE ®OCCUR MED EXP(Any one person) $ 15,0 PERSONAL&ADVINJURY $ 1,000,040 GENERALAGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOPAGG $ 2,000,000 POLICY n MECT F-1 LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 accident $ A X ANY AUTO 55694007MLN101 08102!2013 08102/2014 BODILY INJURY(Par pomon) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE FARED AUTOS AUTOS Per aceide $ $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ pED I I RETENTION$ $ WORKERS COMPENSATION WG STAT—U OTH- ANDEMPLOYERS'LUkBILrTY TORY LI W ER ANY PROPRIETORIPARTNERIEXECUTIVE YIN E.L.EACH ACCIDENT $ OFFICER44EMBER EXCLUDED? � N!�A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes.doscribo under AESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION WINTE-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Winter Springs THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Steven Richart 1126 SR 434 Winter S rin s FL 32708 AUTHORIZED REPRESENTATIVE p g ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDVffyYYj F7fADP-a0ULEVARD 4)DUGER 0810112013 TQIuSATIC DATA PROCESSING INSURANCE TFIIS.CERTIFICATE IS ISSUED AS A ItiIIATTi QF IIIORNIATIC7N ONLY AMC CONFERSS NO RIGHTS l poN THE CERTIFICATE ENCY,INC, HOLDER.THIS CERTff-=TE S NOT AMEND,EXTEND OR ALTIMR THE C€3tlER Qt E. Ft7I Dint]SY THE i�OLICiES$I=I.OW. ROSELAND,NJ 07068 INSUREU INSURERS.AFFORDING COVERAGE IVAIC A GREENER GROUNDS t.LC INSURERA- MIARKEL INSURA r.c© 224 STERLING RO INSURER 6: APOPKA,FL 32743 INSURER C: ZMURER D: - - COVERAGES #NSVaa lx E THE POLICIES OF INSURANCE usTED BELOW HAVE BEEN ISSUED TO TH E INSURED NAMED ABOVE FOR THE POLICY PJrRIOd IN [GATED-Nt3I�/i�l�iS3Ri iL7iN�a PER REQUIREMENT TEW1tl OR CQIJ[nTIc�N OF ANY COAITFL411T OR OTHER DOCtJWNT WITH RESPECT TU MICR TI i1S CERTIFII ATE MAY BE ISSUED OR MAY PERTAIN,THE ilV54 RANCE RFFQRIaED 3y THE POLICIES.IJI=SCmsm HEREIN!IS SUBJECT TO ALL THE TERMS EiCCLUSIONS AND CONDJTIONS OF SUCH POLIElES_AGGREGATE LIMITS SIGN MAY HAVE BEEN REDUCED By PAID CLAIMS, L7It TYPE pF INSU NCE POLICY NU ER DA IC GENERAL LIABILITY 7E A9IrND LIMOS L__j COMIMERCtW GENERALiIHBIUTY EACH OCCURRENCE $ Fl CLAINIaMADE F OCCUR. PREMISESFi.(=urrenc®) -S .`- MED CXP(Ally one parsm) S PERSONAL&ACV INJURY $. &A_AroREGATE LIMIT A PUESPER: GENERALAScREGA7E $ POLICY mQJECT LQC PRODUCTS-COM?fOPAGC, &. RUT B) EUABILITY ANYAUTO 00MBINED SINGLE UMIT .S (Ea acciuenE} ALL OWNED AUTOS SCHEOU4ED:AUTC$ ( LLYINJURY � HIRED:AUT08 NOR-01MEDAUTOS BOOILY INJURY � (F3efaCCH4@fr� PROPERTY DAMAGE � (P®.raccld @Iii) GARAGE LIAEll:JTY ARYAUTO AUTOQNL4`-�AACCIAENT �. -.•••'•' OTHER7#igN ERAGC $ AUTO GB+ I _ EXCESS l UMBRELLA LIABJ€:iTt AGQ $ L�I OCCUR � CLAIMS MADE EAC H C7CCLIRRENCE g AGGREGATE - S DMUCTIBLE :3. RETENTION $ $ EmPL0 WORKERS UABd3A[!t?FFANO. MWC0053704-01 08/0112L�3 08101120 14 ior�Y LlilITS � EA4PLOYERS LIAI�LITY Y!}d ANY PROPR1ETORApp TNEWEXECUTIV O PiC1=RVEMBER EkCLUDEDP. E.L.EACH RCCIDI:NI S 4CI4;OOd. (I sm1beU d 6LDISEA$E-EAEdIPLOYEF $ i40;Qpp lE Yas.deasnZie ulli3er SPECIAL PROU�ION5 beiaw CSTFlER F;-L,DISEASE-POLICY LIWT $ �R9,aC�D rERTIFIcATE HOLDER -CANCELLATION, SHOULD ANY OF THE-ASDVE DESCRIBED POLICIES-BE.CANCELLf D BEFORE THE"pIRATION Crry OF WINTER SPRINGS DATE 1'HE MF.THEISSU;NC INsuRe!S VVILL ENDEAVGR.TO MAIL 30 DAYS 1NRiTTEN ATTN:STE SVEN RIGHART NOTICET4 THE.CER nFICATE HOL08:NAMED TO THE LEFT,BUT FAILURE TO D6 SO SIiALL 1126 E STATE RD 434 91-ulf lON OR L AMOTY Qfp NY K UPON THE INSURER,ITS AGENTS OR WINTER SPRINGS FL 32708 RE ES .ATIVES. :AD Iz REFRF,,,$ENTATI RCG7F2I725(7Ark9IC#} Page 4 of 2 �111118-2009 AC. dORPORATION. Aft rights swerved. The ACORD name anc#IOW are registe F"OfACORD