HomeMy WebLinkAboutBrightView Landscape Services, Inc - TLBD Landscape Maintenance Agreement 2016 12 01 Page 1 of 24
AGREEMENT FORM
THIS AGREEMENT is made and entered into this 1St day of December 2016, by and
between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, hereinafter
referred to as "City", located at 1126 East State Road 434, Winter Springs, FL 32708, and
BRIGHTVIEW LANDSCAPE SERVICES, INC., a Florida corporation hereinafter referred to as
"Service Provider".
WITNESSETH:
WHEREAS, City wishes to obtain Landscape Maintenance of Tuscawilla Lighting and
Beautification District on a continuing basis;and
WHEREAS,Service Provider participated in the selection and negotiation process;and
WHEREAS, Service Provider is willing to provide such Landscape Maintenance of
Tuscawilla Lighting and Beautification District under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,the parties covenant and agree as follows:
1.0 RECITALS
1.1 The foregoing recitals are deemed to be true and accurate and are fully
incorporated herein by reference.
2.0 TERM AND DEFINITIONS
2.1 This contract shall be in effect for twelve (12) months commencing December 1,
2016 and terminating at midnight on November 30, 2017, unless either party chooses to
exercise its rights under Section 20, "Termination". The City may extend this contract for up to
five (5) additional one year terms, provided the City determines, in its discretion, that Service
Provider has adequately performed during the previous term of this contract. In the event this
contract is extended,the contract price may be increased to allow for consumer price increases
based on Bureau of Labor and Statistics - Consumer Price Index not to exceed 2 (two) percent.
The adjustment will be based on the seasonally adjusted CPI for All Urban Consumers for the
annual contract period from the same period of the previous year and calculated 30 days prior
to renewal. The Agreement may be canceled in whole or part by the City or the Service
Provider, for convenience, upon giving at least (30) days written notice prior to cancellation;
EXCEPT as otherwise provided under Section 20 of this Agreement and that non-performance on
the part of the Service Provider will be grounds for immediate termination. Unless otherwise
provided in said notice, all work being performed by Service Provider at the time of receipt of
the notice shall immediately cease and no further work shall be provided by Service Provider
under this contract.
2.2 Definitions. The following words and phrases used in this Agreement shall
have the following meaning ascribed to them unless the context clearly indicates otherwise:
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a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this
Agreement, as amended from time to time, which shall constitute authorization
for the Service Provider to provide the landscape maintenance services approved
by the City.
b. "Effective Date"shall be the date on which the last signatory hereto shall execute
this Agreement, and it shall be the date on which this Agreement shall go into
effect. The Agreement shall not go into effect until said date.
C. "Service Provider" shall mean BrightView Landscape Services, Incorporated, and
its principals,officers, employees, and agents.
d. "Public Record" shall have the meaning given in Section 119.011(1), Florida
Statutes.
e. "Work" or "Services" shall be used interchangeably and shall include the
performance of the work agreed to by the parties in this Agreement. The scope
of work is attached hereto as EXHIBIT "A," which is hereby deemed fully
incorporated herein by this reference.
f. "City Project Manager"or"Designated Representative" or"Project Director"shall
mean the City Urban Beautification Manager, or his/her designee, who is to
provide the general administration of the contract.
3.0 SCOPE OF SERVICES
3.1 Service Provider shall provide Landscape Maintenance of Tuscawilla Lighting and
Beautification District including the furnishing of all labor, equipment, tools, materials,
incidentals and the performing of all operations necessary as described in the Statement of
Work.
4.0 CHANGES IN THE SCOPE OF WORK
4.1 City may make changes in the Services at any time by giving written notice to
Service Provider. If such changes increase (additional services) or decrease or eliminate any
amount of Work, City and Service Provider will negotiate any change in total cost or schedule
modifications. If the City and the Service Provider approve any change, the Contract will be
modified in writing to reflect the changes. All change orders shall be authorized in writing by
City's and Service Provider's designated representative.
4.2 All of City's amendments thereto shall be performed in strict accordance with
the terms of this Agreement insofar as they are applicable.
5.0 SCHEDULE
5.1 Service Provider shall perform services in conformance with the schedule
reasonably established by the Urban Beautification Manager. Service Provider shall complete
all of said services in a timely manner and will keep City apprized of the status of work in the
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monthly progress reports. 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 the Service Provides a sum not to exceed One Hundred and Twenty-Two
Thousand, Seventy-Nine Dollars ($122,079). If this agreement is extended, the total annual
amount paid to the Service Provider shall not exceed the above mentioned number adjusted by
the Consumer 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 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.
6.2 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 completion of
work by Service Provider. The Service Provider may only bill the City for actual work completed.
7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or observe the
services performed by Service Provider.
7.2 No inspection, review, or observation shall relieve Service Provider of its
responsibility under this Agreement.
8.0 AUDIT AND INSPECTIONS
All Service Provider's records with respect to any matters covered by this Agreement
shall be made available to the City, at any time during normal business hours, as often as the
City deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data.
Any deficiencies noted in audit reports must be fully cleared by the Service Provider within
seven (7) days after receipt by the Service Provider. Failure of the Service Provider to comply
with the above audit requirements will constitute a material breach of this Agreement and may
result, at the sole discretion of the City, in the withholding of payment for services provided
under this Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
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9.1 Service Provider shall do, perform and carry out in a professional manner all
Services required to be performed by this Agreement. Service Provider shall also use the
degree of care and skill in performing the Services that are ordinarily exercised under similar
circumstances by reputable members of Service Provider's profession working in the same or
similar locality as Service Provider.
10.0 SUBMITTAL OF PROGRESS REPORTS
10.1 Service Provider shall submit a monthly written progress report as to the status
of all Work set forth in this Agreement. The report shall, in a sufficient manner, demonstrate
that any funds expended were used to provide the agreed-upon Services. If the detail is not
sufficient in the City Project Manager's reasonable discretion to permit the City to determine
the Work performed or the manner in which it is being performed, the City may seek more
detail from the Service Provider. Progress reports shall be submitted with the invoice for
monthly maintenance services.
11.0 WARRANTY OF PROFESSIONAL SERVICES
11.1 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 contractors, partners, and agents used to perform the
Services) have sufficient experience to properly complete the Services specified herein or as may
be performed pursuant to this Agreement. In pursuit of any Work, the Service Provider shall
supervise and direct the Work, using its best skill and attention and shall enforce strict discipline
and good order among its employees. The Service Provider shall comply with all laws,
ordinances, rules, regulations, and lawful orders of any public authority bearing on the
performance of the Work.
12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
12.1 Service Provider hereby represents and warrants to the City the following:
a. Service Provider is duly registered and licensed to do business in the State of Florida
and is in good standing under the laws of Florida, and is duly qualified and
authorized to 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.
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13.0 WORK IS A PRIVATE UNDERTAKING
13.1 With regard to any and all Work performed hereunder, it is specifically
understood and agreed to by and between the parties hereto that the contractual relationship
between the City and Service Provider is such that the Service Provider is an independent
contractor and not an agent of the City. The Service Provider, its contractors, 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.
14.2 Service Provider may be required to attend a quarterly meeting of the
Tuscawilla Lighting and Beautification District Board, held at the City Hall Commission Chambers
at 5:15pm.
15.0 SAFETY
15.1 Service Provider shall be solely and absolutely responsible and assume all
liability for the safety and supervision of its principals,employees, contractors, and agents while
performing Services provided hereunder.
16.0 INSURANCE
16.1 Liability Amounts. During the term of this Agreement,Service Provider shall be
responsible for providing the types of insurance and limits of liability as set forth below.
a. The Service Provider shall maintain comprehensive general liability
insurance in the minimum amount of $1,000,000 as the combined single
limit for each occurrence to protect the Service Provider from claims of
property damages which may arise from any Services performed under this
Agreement whether such Services are performed by the Service Provider or
by anyone directly employed by or contracting with the Service Provider.
b. The Service Provider shall maintain comprehensive automobile liability
insurance in the minimum amount of $1,000,000 combined single limit
bodily injury and minimum $1,000,000 property damage as the combined
single limit for each occurrence to protect the Service Provider from claims
for damages for bodily injury, including wrongful death, as well as from
claims from property damage, which may arise from the ownership, use, or
maintenance of owned and non-owned automobiles, including rented
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automobiles whether such operations be by the Service Provider or by
anyone directly or indirectly employed by the Service Provider.
c. The Service Provider shall maintain, during the life of this Agreement,
adequate Workers' Compensation Insurance in at least such amounts as are
required by law and Employer's Liability Insurance in the minimum amount
of$1,000,000 for all of its employees performing Work for the City pursuant
to this Agreement.
16.2 Special Requirements. Current, valid insurance policies meeting the
requirementsherein identified shall be maintained during the term of this Agreement. A copy of
a current Certificate of Insurance shall be provided to the City by Service Provider upon the
Effective Date of this Contract which satisfied the insurance requirements of this paragraph
16.0. Renewal certificates shall be sent to the City 30 days prior to any expiration date. There
shall also be a 30-day advance written notification to the City in the event of cancellation or
modification of any stipulated insurance coverage. The City shall be an additional named
insured on all stipulated insurance policies as its interest may appear,from time to time.
16.3 Independent Associates and Consultants. All independent contractors or
agents employed by Service Provider to perform any Services hereunder shall fully comply with
the insurance provisions contained in these paragraphs for sections 15 and 16.
17.0 COMPLIANCE WITH LAWS AND REGULATIONS
17.1 Service Provider shall comply with all requirements of federal, state, and local
laws, rules, regulations,standards, and/or ordinances applicable to the performance of Services
under this Agreement.
18.0 DOCUMENTS
18.1 Public Records. Pursuant to Section 119.0701, Florida Statutes and other
applicable public records laws, Service Provider agrees that any records, documents,
transactions, writings, papers, letters, computerized information and programs, maps, books,
audio or video tapes,films, photographs,data processing software,writings or other material(s),
regardless of the physical form,characteristics,or means of transmission,of the Service Provider
related, directly or indirectly, to the services provided to the City under this Agreement and
made or received pursuant to law or ordinance or in connection with the transaction of official
business by the City, may be deemed to be a public record, whether in the possession or control
of the City or the Service Provider. Said records, documents, transactions, writings, papers,
letters, computerized information and programs, maps, books, audio or video tapes, films,
photographs, data processing software, writings or other material(s), regardless of the physical
form, characteristics, or means of transmission of the Service Provider are subject to the
provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific
written approval of the City's designated custodian of public records.
IF THE SERVICE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE SERVICE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY
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CLERK, AT (407) 327-5955, _CityClerkDepartment @winterspringsfi.org, 1126 East State Road
434,Winter Springs, Florida 32708.
The Service Provider is required to and agrees to comply with public records laws.
Service Provider shall keep and maintain all public records required by the City to perform the
services as agreed to herein. Service Provider shall provide the City, upon request from the City
Clerk, copies of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided by law. Service Provider shall
ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
Agreement term. Upon completion of the Agreement, Service Provider shall transfer to the City,
at no cost, all public records in possession of the Service Provider, provided the transfer is
requested in writing by the City Clerk. Upon such transfer, Service Provider shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. However, if the City Clerk does not request that the public records be
transferred, the Service Provider shall continue to keep and maintain the public records upon
completion of the Agreement and shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the City, upon request from the
City Clerk, in a format that is compatible with the information technology systems of the City.
Should the City not possess public records relating to this Agreement which are requested to be
inspected or copied by the City or any other person, the City shall immediately notify Service
Provider of the request and the Service Provider shall then provide such records to the City or
allow the records to be inspected or copied within a reasonable time. If the Service Provider
does not comply with a public records request, the City may enforce this Section to the extent
permitted by law. Service Provider acknowledges that if the Service Provider does not provide
the public records to the City within a reasonable time, the Service Provider may be subject to
penalties under Section 119.10, Florida Statutes. The Service Provider acknowledges that if a
civil action is filed against the Service Provider to compel production of public records relating to
this Agreement, the court may assess and award against Service Provider the reasonable costs
of enforcement, including reasonable attorney fees. All public records in connection with this
Agreement shall, at any and all reasonable times during the normal business hours of the
Service Provider, be open and freely exhibited to the City for the purpose of examination, audit,
or otherwise. Failure by Service Provider to grant such public access and comply with public
records laws and/or requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City upon delivery of a written notice of cancellation. If the Service Provider
fails to comply with this Section, and the City must enforce this Section, or the City suffers a
third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes,
due to Service Provider's failure to comply with this Section, the City shall collect from Service
Provider prevailing party attorney's fees and costs, and any damages incurred by the City, for
enforcing this Section against Service Provider. And, if applicable, the City shall also be entitled
to reimbursement of all attorneys' fees and damages which the City had to pay a third party
because of the Service Provider's failure to comply with this Section. The terms and conditions
set forth in this Section shall survive the termination of this Agreement.
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,
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photograph, or other writing of the Service Provider is subject to the provisions of Chapter 119,
Florida Statutes, and may not be destroyed without the specific written approval of the City's
City Manager. Upon request by the City, the Service Provider shall promptly supply copies of
said public records to the City. All books, cards, registers, receipts, documents, and other
papers in connection with this Agreement shall at any and all reasonable times during the
normal working hours of the Service Provider be open and freely exhibited to the City for the
purpose of examination and/or audit.
18.2 The Service Provider acknowledges that the City is a Florida municipal
corporation and subject to the Florida Public Records Law. Service Provider agrees that to the
extent any document produced by Service Provider under this Agreement constitutes a Public
Record,Service Provider shall comply with the Florida Public Records Law.
19.0 ASSIGNMENT
19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or
any monies due or to become due hereunder without the prior,written consent of City.
19.2 If upon receiving written approval from City, any part of this Agreement is
subcontracted by Service Provider, Service Provider shall be fully responsible to City for all acts
and/or omissions performed by the subcontractor as if no subcontract had been made.
19.3 If City determines that any subcontractor is not performing in accordance with
this Agreement, City shall so notify Service Provider who shall take immediate steps to remedy
the situation.
19.4 If 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;DEFAULT BY SERVICE PROVIDER AND CITY'S REMEDIES
20.1 The City reserves the right to immediately revoke and terminate this Agreement
and rescind all rights and privileges associated with this Agreement, without penalty, in the
following circumstances,each of which shall represent a default and breach of this Agreement:
a. Service Provider defaults in the performance of any material covenant or condition
of this Agreement and does not cure such other default within seven (7) calendar
days after written notice from the City specifying the default complained of, unless,
however, the nature of the default is such that it cannot, in the exercise of
reasonable diligence, be remedied within seven (7) calendar days, in which case the
Service Provider shall have such time as is reasonably necessary to remedy the
default, provided the Service Provider promptly takes and diligently pursues such
actions as are necessary therefor;or
b. Service Provider is adjudicated bankrupt or makes any assignment for the benefit of
creditors or Service Provider becomes insolvent, or is unable or unwilling to pay its
debts;or
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c. Service Provider has acted negligently, as defined by general and applicable law, in
performing the Services hereunder;or
d. Service Provider has committed any act of fraud upon the City;or
e. Service Provider has made a material misrepresentation of fact to the City while
performing its obligations under this Agreement;or
f. Service Provider is experiencing a labor dispute which threatens to have a
substantial, adverse impact upon performance of this Agreement without prejudice
to any other right or remedy City may have under this Agreement.
20.2 Notwithstanding the aforementioned, in the event of a default by Service Provider,
the City shall have the right to exercise any other remedy the City may have by operation of law,
without limitation,and without any further demand or notice. In the event of such termination,
City shall be liable only for the payment of all unpaid charges, determined in accordance with
the provisions of this Agreement, for Work properly performed prior to the effective date of
termination.
21.0 FORCE MAJEURE
21.1 Any delay or failure of either party in the performance of its required obligations
hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm;
explosion; riot; war; sabotage; strikes (except involving Service Providers labor force);
extraordinary breakdown of or damage to City's affiliates'generating plants,their equipment, or
facilities; court injunction or order; federal and/or state law or regulation; order by any
regulatory agency; or cause or causes beyond the reasonable control of the party affected;
provided that prompt notice of such delay is given by such party to the other and each of the
parties hereunto shall be diligent in attempting to remove such cause or causes. If any
circumstance of Force Majeure remains in effect for sixty days, either party may terminate this
Agreement.
22.0 GOVERNING LAW&VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and
enforced in accordance with the laws of the State of Florida. Venue for any state action or
litigation shall be Seminole County, Florida. Venue for any federal action or litigation shall be
Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to
be construed as part of this Agreement.
24.0 SEVERABILITY
24.1 In the event any portion or part thereof of this Agreement is deemed invalid,
against public policy,void, or otherwise unenforceable by a court of law,the parties, at the sole
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discretion and option of the City, shall negotiate an equitable adjustment in the affected
provision of this Agreement. The validity and enforceability of the remaining parts of this
Agreement shall otherwise be fully enforceable.
25.0 INTEGRATION; MODIFICATION
25.1 The drafting, execution, and delivery of this Agreement by the Parties has been
induced by no representations, statements, warranties, or agreements other than those
expressed herein. This Agreement embodies the entire understanding of the parties, and there
are no further or other agreements or understandings, written or oral, in effect between the
parties relating to the subject matter hereof unless expressly referred to herein. Modifications
of this Agreement shall only be made in writing signed by both parties.
26.0 WAIVER AND ELECTION OF REMEDIES
26.1 Waiver by either party of any terms, or provision of this Agreement shall not be
considered a waiver of that term, condition, or provision in the future.
26.2 No waiver, consent, or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by a duly authorized representative of each party
hereto.
27.0 THIRD PARTY RIGHTS
27.1 Nothing in this Agreement shall be construed to give any rights or benefits to
anyone other than City and Service Provider.
28.0 PROHIBITION AGAINST CONTINGENT FEES
28.1 Service Provider warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the Service Provider, to solicit or
secure this Agreement, and that it has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide employee working solely for the Service
Provider, any fee, commission, percentage, gift, or other consideration contingent upon or
resulting from the award or making of this Agreement.
29.0 NO JOINT VENTURE
29.1 Nothing herein shall be deemed to create a joint venture or principal-agent
relationship between the parties, and neither party is authorized to, nor shall either party act
toward third persons or the public in any manner which would indicate any such relationship
with the other party.
30.0 ATTORNEY'S FEES
30.1 Should any litigation arise concerning this Agreement between the parties, the
parties agree to bear their own costs and attorney's fees.
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31.0 COUNTERPARTS
31.1 This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be considered an original agreement; but such
counterparts shall together constitute but one and the same instrument.
32.0 DRAFTING
32.1 City and Service Provider each represent that they have both shared equally in
drafting this Agreement and no party shall be favored or disfavored regarding the interpretation
of this Agreement in the event of a dispute between the parties.
33.0 NOTICE
33.1 Any notices required to be given by the terms of this Agreement shall be
delivered by hand or mailed, postage prepaid to:
For Service Provider:
BrightView Landscape Services, Inc.
4777 Old Winter Garden Road
Orlando, FL 32811
Phone: (407)292-9600
Email:Joshua.knox @brightview.com
For City:
City of Winter Springs
Urban Beautification Manager
1126 East State Road 434
Winter Springs, FL 32708
Phone: (407)327-6584
Email:smonica @winterspringsfl.org
33.2 Either party may change the notice address by providing the other party written
notice of the change.
34.0 SOVEREIGN IMMUNITY
34.1 The City intends to avail itself of the benefits of Section 768.28, Florida Statutes
and any other statutes and common law governing sovereign immunity to the fullest extent
possible. Neither this provision nor any other provision of 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. Service
Provider agrees that 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 over 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 three hundred thousand dollars ($300,000.00). Nothing in this
Agreement is intended to inure to the benefit of any third party for the purpose of allowing any
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claim which would otherwise be barred under the doctrine of sovereign immunity or by
operation of law. 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 contractors,
and consultants.
c. the acts, errors, omissions, intentional or otherwise, arising out
of or resulting from Service Provider's and its employees,
partners, contractors, and agents on the performance of the
Services being performed under this Agreement;
d. Service Provider's, and its employees, partners, contractors,and
agents failure to comply with the provisions of any federal,
state, or local laws, ordinance, or regulations applicable to
Service Provider's and its employees, partners, contractors, and
agents performance under this Agreement;
e. any fraud and misrepresentation conducted by Service Provider
and its employees, partners, contractors, and agents on the City
under this Agreement.
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
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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 Proposal documents.
36.2 Any inconsistency in the work description shall be clarified by the City and
performed by the Service Provider.
37.0 AGREEMENT INTERPRETATION
37.1 At its discretion, during the course of the work, should any errors, ambiguities,
or discrepancies be found in the Agreement or specifications, the City at its sole discretion will
interpret the intent of the Agreement and work descriptions and the Service Provider hereby
agrees to abide by the City's interpretation and agrees to carry out the work in accordance with
the decision of the City.
37.2 When the material, article, or equipment is designated by a brand name and
more than one brand name is listed, it will be understood that the work is based on one brand
name only. The Service Provider will be responsible for all coordination necessary to
accommodate the material, article, or equipment being provided without additional cost to the
City. A substitute material, article, or equipment is allowed if it is reasonably equivalent to the
brand name specified. The City has full discretion to decide whether a substitute is reasonably
equivalent. Service Provider must notify the City prior to use of the substitute for a specified
brand name and allow the City to make a determination before Service Provider uses the
substitute.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly
authorized representatives as of the date written below.
SERVICE PROVIDER:
BrightView Landscape Services, Inc.
Luke Davis
Name(Printed)
Signature
12/16/2016
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Date
CITY:
CITY OF WINTER SPRI;v.;S,F O IDA
By: ,, Dated r!3 f!7
KEVIN,, MITH
City Manager
ATTE-ST: r
By:
A ',N 'tom LORENZO-LUACES
City Clerk
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EXHIBIT"A"
SCOPE OF WORK
TUSCAWILLA LIGHTING AND BEAUTIFICATION DISTRICT LANDSCAPE MAINTENANCE
CONTRACT-BRIGHTVIEW LANDSCAPE SERVICES,INCORPORATED
1.0 SERVICE PROVIDER RESPONSIBILITIES
1.1 SERVICE PROVIDER COMMUNICATIONS
1.1.1 Service Provider shall provide the City of Winter Springs (COWS)with a single contact point
for all communications dealing with this contract. Service Provider will provide a cellular number
and email address for their contact person throughout the duration of this contract.
1.1.2 Service Provider, owner, or senior management shall attend one monthly meeting with
City staff to review performance issues and conduct property reviews as required.
1.1.3 Service Provider will provide City Staff with a weekly report, sent via email, detailing what
detail work was performed. See page 4 for examples of detail work.
1.1.4 Service Provider to provide the COWS main point of contact a monthly schedule that
shows when all sites will be serviced to include expected arrival times.
1.2 SERVICE PROVIDER REQUIREMENTS
1.2.1 Office and/or Facility: There shall be an office and/or maintenance facility located within
25 miles of the City of Winter Springs.
1.2.2 While on COWS property or while conducting services on COW's behalf, the Service
Provider must adhere to all applicable OSHA requirements.
1.2.3 This request for proposal does not commit COWS to pay any costs incurred in the
preparation and submission of the proposal or to pay any other costs incurred prior to the
award.
1.2.4 The Service Provider shall be licensed as required by the city, county, state or federal
government to perform the work requested by COWS.
1.2.5 Any damage to facilities or equipment caused by the Service Provider shall be reported to
COWS within 24 hours of occurrence repaired by the Service Provider at their expense to a
condition agreeable to COWS.
1.2.6 The Service Provider shall furnish a copy of the insurance certificates for all insurances
required in the general conditions section of the service agreement prior to starting any work on
site.
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1.2.7 If required, the Service Provider in the performance of the work in this specification shall
be responsible for obtaining all necessary permits in compliance with all applicable federal,state
and municipal statutes. COWS will reimburse the Service Provider his/her costs for application
or renewal of any necessary permits obtained on COWS behalf.
1.2.8 Service Provider must have the equipment required to perform a full maintenance
program to include mowing, edging, trimming, blowing, shrub and tree pruning, fertilization,
mulching and debris removal.
1.2.9 Service Provider must be able to repair and maintain 2-wire commercial irrigation systems
to include:timers,valves and various style sprinkler configurations to include drip systems.
1.3.0 In addition to performing the monthly maintenance tasks outlined in the Landscape
Maintenance Specifications section, the Service Provider will also be expected to provide
additional services as requested by COWS, invoiced separately from the monthly maintenance.
These services include, but are not limited to: Installing new trees and plant material
throughout the median of Winter Springs Boulevard and at the entrance monuments and
addressing any deficiencies pointed about by COWS staff. These additional tasks are required to
be completed within no more than 3 weeks of the date of authorization. Irrigation repairs are
required to be completed within no more than 1 week of date of discovery.
2.0 LANDSCAPE MAINTENANCE SPECIFICATIONS
2.1 MOWING
2.1.1 Grass shall be mowed weekly in the median of Winter Springs Boulevard and surrounding
all ten (10) entrance monuments from April 1st through December 1st. From December 2nd
through March 31st mowing shall occur every other week.
2.1.2 Turf areas will be cut to a height of no more than three (3) inches in order to foster
photosynthesis and healthy root development.Turf areas shall never be allowed to grow higher
than four and one-half(4%:) inches.
2.1.3 Mower blades shall be kept sharp at all times to prevent the tearing of grass blades.
2.1.4 A small trim mower shall be utilized for areas that are sodden or overly wet, to prevent
ruts caused by larger mowing equipment. Ruts caused by mowing wet areas shall be filled in by
the Service Provider, with dirt fill or sod at the discretion of COWS, within 24 hours of causing
the initial damage.
2.1.5 The Service Provider will be required to bag or rake any grass clippings that are unsightly at
the sole discretion of COWS.
2.1.6 Various mowing patterns shall be employed to ensure the even distribution of clippings
and to prevent ruts in the turf caused by mowers.
2.1.7 All trimming debris, pruning and other yard waste are to be immediately collected by the
Service Provider and removed to a dumping facility off site.
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2.2 EDGING
2.2.1 The Service Provider shall neatly edge and trim around all plant beds,curbs,walks,streets,
trees, plants, and maintain the shape and configuration of all planting areas in a clean manner,
free of any imperfections.
2.2.2 Edging equipment will be equipped with manufacturer's guards to deflect hazardous
debris. The edging equipment must be a motorized type edger with a blade, not a weed eater
string type.
2.2.3 All walks shall be immediately swept, blown or vacuumed to maintain a clean, well-
groomed appearance.
2.2.4 All appropriate areas shall be edged weekly during the summer growing season (April 1
through December 1),and every other week December 2 through March 31.
2.3 DEBRIS REMOVAL
2.3.1 Prior to mowing,the Service Provider is responsible for policing all areas for the removal of
trash and debris. Debris that was not picked up prior to mowing shall be the Service Provider's
responsibility for subsequent cleanup, and any such cleanup requirements shall be performed
immediately after mowing.
2.4 IRRIGATION
2.4.1 There is a two wire irrigation system for the median of Winter Springs Boulevard,with one
irrigation timer located on the north side of Winter Springs Boulevard just east of The Greens at
Tuscawilla. Each entrance monument has a separate irrigation timer with a traditional wiring
system. The Service Provider shall be responsible for the operation and maintenance of the
irrigation system. The irrigation system shall be operated to provide watering frequencies
sufficient to replace soil moisture below the root zone of all planted areas, including lawns,
taking into account the amount of rainfall that has occurred. The Service Provider shall be
responsible for controlling the amount of water used for irrigation. Any damage that results
from over-watering or insufficient watering shall be the sole responsibility of the Service
Provider.
2.4.2 An irrigation audit of the median of Winter Springs Boulevard and all ten entrance
monuments shall occur at least once per month. Any necessary repairs shall be made following
the monthly audit and invoiced to the City separately from the monthly service.
2.4.3 The Urban Beautification Manager shall be notified of any irrigation repairs that will
exceed five hundred dollars ($500.00) prior to completing said repairs.
2.4.4 Deficits in the irrigation system that are discovered during the monthly audit or that are
reported by City Staff(i.e., leaks)shall be repaired within 1 week of discovery/notification.
2.4.5 Pricing for all irrigation materials shall be quoted as a percentage discount, established by
the Service Provider, from the current retail price list published by Florida Irrigation Supply, Inc.
The Service Provider shall provide a current price list upon commencement of and each
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subsequent year (by December 1st) of the contract term, and each list will remain in effect for
the following twelve month period without any modification.
2.5 INSECT AND DISEASE CONTROL
2.5.1 The Service Provider shall establish, in conjunction with COWS personnel, a preventive
program to insure proper care of turf and ornamentals.
2.5.2 The Service Provider warrants turf against infestation and disease and will replace same if
deemed to be below accepted industry standards by COWS personnel.
2.5.3 Application times for herbicide and pesticide applications shall be completed by licensed,
trained individuals who are knowledgeable in the use of such products.
2.5.4 Plants will be treated chemically as required to effectively control insect infestation and
disease as environmental, horticultural and weather conditions permit. The Service Provider is
responsible for any damaged areas due to disease or insect infestation.
2.6 PRUNING
2.6.1 Cost for all services listed shall be considered part of the monthly maintenance and shall
be included in the cost for monthly maintenance at each site.
2.6.2 Selective pruning shall be performed as needed to remove dead wood or moss. Trees shall
be trimmed to maintain the required Department of Transportation clearance of 14' over the
roadway. Suckers at the base of trees and branches hanging low into the median so as to
impede a lawn mower shall be removed as needed.
2.6.3 All pruning and thinning will have the distinct objective of retaining the plant's natural
shape and the original design specifications, unless requested otherwise by the COWS.
2.6.4 All dead plants are to be removed by Service Provider.
2.6.5 Crape Myrtles are to be pruned every other year, starting from the date of contract
initiation by cutting back only to remove dead wood and the top 18-24" of old growth. Typical
head ing/pollarding cuts are not desired. Crape Myrtle pruning shall be considered part of the
monthly maintenance and shall be included in the cost for monthly maintenance.
2.6.6 Dead palm fronds shall be removed as necessary from all palms. Seeds pods shall be
removed once per year from all palms. Trimming of palm fronds shall be conducted with a hand
saw.Only dead fronds shall be removed. Palms shall not be trimmed above"9 and 3".
2.6.7 Ligustrums and shrubbery shall not accumulate more than 2" of growth before being
trimmed.
2.7 DETAIL WORK
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2.7.1 Service Provider shall perform one day of detail work per week year round. During the
growing season (4/1-12/1),this would be in addition to the one day of weekly mowing. During
the dormant season (12/2-3/31), one day of detail work shall occur every week, in addition to
mowing every other week. Detail work shall be defined as, but not limited to,the following:
a.Trimming of all ligustrum trees,shrubs,and Asiatic jasmine.
b.Periodic removal of dead portions of crinum lilies,variegated ginger,and ti plants.
c.Removal of any and all plant material where 50%or more of the plant is dead.
d.Removal of low hanging Spanish moss.
e.Removal of trash and debris.
f. Removal of fallen limbs and branches.
g.Removal by hand or herbicide of any and all weeds in plant beds.
h.Removal of any animal carcasses.
2.8 WEED CONTROL
2.8.1 The sod-free rings around trees are to be kept in weed-free condition, and shall be
maintained at a diameter determined by COWS personnel.
2.8.2 All mulch areas or plant beds shall be continuously maintained free of weeds or grasses.
2.8.3 All turf areas shall be maintained in a weed free condition.Any area that becomes infested
with weeds or other undesirable grasses must be treated and or replaced at the cost of the
Service Provider.
2.9 MULCHING
2.9.1 Winter Springs Boulevard and all ten (10) entrance monuments shall be mulched with 3"
of mini pine bark mulch once per year in December. The cost of mulching should be billed as a
separate line item and invoiced after installation has occurred.
2.9.2 Mulch shall not be allowed to spill over the curb into the road. During weekly service,the
mulch shall be blown back in the beds using a leaf blower.
3.0 INSTALLATION GUARANTEES
3.1 There will be a landscaping installation guarantee period of one (1) year for trees, specimen
material and shrubs. This installation guarantee period shall start upon the final acceptance of
the installed materials by the COWS. The Service Provider shall replace any and all plant
materials which die during the guarantee period. All replacement plants will have the same one
year guarantee beginning on the date on which the replacement plant was installed.
3.2 The installing Service Provider's planting maintenance shall include all necessary watering,
cultivation, weeding, pruning and spraying; wrapping and mulching; straightening of plants
which lean or sag and which develop more than a normal amount of settlement. Such
adjustments are to include excavating around and leveling or raising the ball when so directed,
staking and all other work necessary for proper maintenance until substantial completion and
written release.
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3.3 Service Provider shall be responsible for removal of any stakes, wires, or ties utilized to hold
plants or trees in place, after the tree or plant is firmly established.
3.4 All plant materials provided by the Service Provider must be normal shaped grade "A"
nursery grown stock and meet container size,as defined by industry standards.
4.0 CHEMICAL MAINTENANCE
4.1 Winter Springs Boulevard and all ten entrance monuments shall be walked at least once per
month and appropriate chemical treatment provided to eliminate weeds in the turf and plant
beds.
4.2 Soil samples shall be taken monthly to determine what nutrients are needed. If the pH is
above 7.5 in the landscape beds,sulfur or an acidifying fertilizer shall be added to lower the pH.
The cost of these treatments shall be deemed to be included in the contract price. The cost of
securing and analyzing the samples shall be included in the contract price as well.
4.3 Fertilization and insecticide treatments shall be provided monthly, as needed, to maintain
the health and appearance of all turf and plant material.
4.4 The Service Provider shall be responsible for replacing any plant material or sod that dies or
becomes damaged as a result of neglect or damage by the Service Provider. Replacement
material shall be identical to plant species, quality, and specifications of the materials at the
time the loss occurs.
4.5 Soil amendments, fertilizer, nutrients, pesticides, fungicides, pre-emergents, post-
emergents, and any other chemicals deemed proper, beneficial or required to maintain the turf
and plant material by the Service Provider shall be included in the chemical program monthly
maintenance fee.
4.6 Monthly reports are to be provided to the Urban Beautification Manager. The reports
should outline all treatment provided for the month and any deficits observed.
4.7 Timely and prompt treatment is to be performed on all areas detected with problems and
areas at risk. A 7-10 day follow-up appointment is to be set with the Urban Beautification
Manager to ensure eradication of disease or pest problems. Subsequent visits, if necessary, are
to be scheduled until the problems no longer exist.
5.0 SAFETY AND IDENTIFICATION SPECIFICATIONS
5.1 All Service Provider's employees must conform to OSHA regulations concerning personal
safety equipment,tools and equipment used in performing the requirements of this contract.
5.2 All Service Provider's employees must wear uniforms or other means to identify themselves
as employees of the Service Provider.
5.3 All mowers, edgers and other lawn care equipment must be equipped with all safety guards
and equipment originally installed by the manufacturer, and all equipment shall be utilized only
as intended by the manufacturer.All safety guards must be"in proper position".
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5.4 COWS reserves the right to inspect Service Provider's Equipment at any time during this
contract for conformance to safety standards. COWS also reserves the right to visit the Service
Provider's site prior to award of this contract to inspect said equipment.
5.5 Service Provider's employees shall be dressed appropriately to minimize clothing
entanglement in equipment, or injury due to particles thrown by mowing equipment. The
Service Provider shall have available for their employees any safety equipment that may be
deemed appropriate and/or necessary for the work to be completed under the terms of these
specifications.
5.6 Service Provider vehicles shall bear clear and legible company identification signs on both
sides of the vehicle.
6.0 REMEDY DUE TO NON-PERFORMANCE OF SERVICES—PENALTY ASSESSMENT
In the event of non-performance of services by the Service Provider,the COWS Urban
Beautification Coordinator shall have the right to exercise the following:
6.1 Penalty—cost of services not performed to be deducted on the next monthly billing.
7.0 PROPOSAL ITEMS AND ITEMS OF PAYMENT
7.1 The measurement of production and item(s) of payment shall be made by unit/work areas
on a per monthly basis as follows and as indicated in 8.0.
8.0 AREAS TO BE MAINTAINED
8.1 Landscape maintenance shall occur in the following areas:
A. Median of Winter Springs Boulevard. There are 23 medians, with median 1 beginning
just east of the intersection of Tuskawilla Road and median 23 ending just west of
Seneca Boulevard.
B. Entrance monuments. There are 10 entrance monuments at the following locations:
a. Fountains located north and south of Winter Springs Boulevard at the
intersection with Tuskawilla Road. The area to be maintained at the north
fountain begins at Winter Springs Boulevard and extends north approximately
300 feet and from Tuskawilla road to the east approximately 150'. The area to
be maintained at the south fountain extends from Winter Springs Boulevard
south approximately 1,300' and from Tuskawilla Road east approximately 130'
at the fountain and approximately 40'along Tuskawilla Road.
b. Winter Springs Boulevard at the Oviedo City limits.
c. Seneca Boulevard at Winter Springs Boulevard.
d. Howell Creek Drive just north of Dyson Drive.
e. Dyson Drive just east of Howell Creek Drive.
f. Vistawilla Drive south of SR 434.
g. Trotwood Boulevard at Tuskawilla Road
h. Tuscora Drive at SR 434.
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L Shetland Avenue at Citrus Road.
j. Deer Run just north of Dyson Drive.
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DETAILED PROPOSAL SCHEDULE
In accordance with the terms, conditions and specifications, the undersigned Service Provider
hereby submits the following prices for supplying the City of Winter Springs with the goods
and/or services as described herein.
Mowing, detail work,irrigation maintenance, and chemical maintenance as described above:
Monthly cost/ 7,923.25 X 12 months=$95,079 annually
Mulch cost/ 45.00 per yard X 600 yards=$27,000 annually
The Service Provider proposes the following Unit Costs resulting in additions to the Base
Proposal as follows:
Unit Price#1(Provide mulch)
Additional mulch installed (mini pine bark) $45 per cubic yard
Unit Price#2
Labor to provide and install 1 gallon plant $5.50 each
Labor to provide and install 3 gallon plant $13.50 each
Labor to provide and install 4"Annual $1.85 each
Unit Price#3
Irrigation repairs and troubleshooting beyond contract requirements
Labor $55.00 per hour
Emergency call $75.00 per hour
Unit Price#4
Material cost(wholesale plus 15%)
Rotors-Gear Drive $15.01 each
Pop-Up Sprinklers 4" $2.40 each
Shrub Nozzles $1.30 each
Zone Valves-1" $114.63 each
Zone Valves-1.5" $152.83 each
Zone Valves-2" $201.96 each
Zone Valves-3" $682.27 each
9V Battery $2.88 each
TBOS-4 station $340.80 each
TBOS-1 station $240.69 each
Unit Price#5
Quarterly replacement of annual plants in front of both fountain signs,at west end cap
of median 1 of Winter Springs Boulevard,at Tuscora and SR 434,and at the east end of median
23 of Winter Springs Boulevard.
Labor to provide and install 1 gallon annual $6.50 each
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