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HomeMy WebLinkAboutUSA Services of Florida, LCC - Street Sweeping Services for Public Works Agreement 2023 12 20SERVICE AGREEMENT Street Sweeping Services for Public Works THIS AGREEMENT ("Agreement") is made this day of D e ((. i (n!x 20 „ by and between the CITY OF WINTER SPRINGS, located at 1126 East State Road 434, Winter Springs, Florida, 32708 ("City") and USA Services of Florida, LLC, with its principal place of business located at 4141 Rockside Road, Ste 100, Cleveland, OH, 44131 ("Service Provider" or "Contractor"). RECITALS: WHEREAS, City is a municipal corporation existing under the laws of the State of Florida and, in the conduct of business, desires to obtain all materials, service, equipment, and labor for Street Sweeping Services; and WHEREAS, Service Provider is an active Limited Liability Corporation, incorporated in the state of Florida, duly licensed and existing under the laws of the State of Florida, experienced in the foregoing, and agrees to perform these services for the City under the terms and conditions set forth in this Agreement; and WHEREAS, Service Provider and City are hereby bound by the terms and conditions of this Agreement. City and Service Provider are hereby further bound by the terms of Seeping Corp of America agreement with Sourcewell incorporated herein by this reference; and WHEREAS, the City of Winter Springs deems the services being provided by this Agreement serve a public purpose and are in the best interests of the public health, safety, welfare, convenience, and morals of the citizens of Winter Springs, NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement, it is agreed by and between City and Service Provider as follows: SECTION ONE NATURE OF WORK Service Provider will provide services related to Street Sweeping Services, as are described in Exhibit "A", attached hereto and incorporated herein by this reference, generally referred to as "Services" herein. Unless otherwise provided herein, Service Provider shall furnish all tools, equipment, and manpower to complete the work required by this Agreement. The Service Provider warrants that it holds any and all necessary licenses required to conduct the work required by this Agreement and agrees to maintain said licenses in good standing during the term of this Agreement, including a City of Winter Springs Business Tax Receipt (unless Service Provider is otherwise exempt from the payment of the City's business taxes). Service Provider shall immediately notify City in the event of a loss, suspension, or termination of any license required to perform the Services set forth in this Agreement. Service Provider acknowledges that it has performed due diligence investigation prior to the execution of this Agreement and has satisfied itself as to the conditions affecting the Services to be provided including but not limited to, 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. Service Provider shall ensure compliance with all applicable safety standards and with all federal, state, and local regulations related to the Services. Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Page 1 of 12 SECTION TWO PLACE OF WORK Service Provider agrees to come to the City's streets, avenues etc., or such other locations as reasonably designated by the City, to perform the Services as necessary. The address of [SERVICE FACILITY] and other such places designated by the City for service are provided in Exhibit "A," and are incorporated herein by reference. Service Provider shall be responsible for coordinating access to the location where Services will be performed and for coordinating all necessary meeting, set- up, staging, or workstation space with City's representative. Service Provider shall additionally follow all security protocols deemed necessary by the City as determined by the City's sole discretion. As part of the Services, Service Provider will be responsible for safekeeping all keys, access codes, combinations, access cards, personal identification numbers, passwords, and similar security codes and identifiers issued to Service Provider's employees, agents, or subcontractors, as applicable. Service Provider agrees to require its employees to promptly report a lost or stolen access device or information. City or its affiliates shall at all times have the right to review or observe the Services performed by Service Provider. No inspection, review, or observation shall relieve Service Provider of its responsibility under this Agreement. SECTION THREE TIME DEVOTED TO WORK In the performance of Services, the services and number of hours Service Provider is to work on any given day will be entirely within Service Provider's control and professional judgment, and City will rely upon Service Provider to exercise sound professional judgment and to devote such time, as is reasonably necessary, to fulfill the intent and purpose of this Agreement. All work furnished by Service Provider hereunder shall conform to all applicable high quality professional standards of diligence, care, and practice which are in effect at the time the work is performed. Service Provider shall complete all of said Services in a timely manner and will keep City apprised of the status of work as reasonably requested by the City. Should Service Provider fall behind on an established schedule, it shall employ such resources as necessary to adhere to the schedule. No extension for completion of Services shall be granted to Service Provider without City's prior written consent. Time is of the essence in the performance of this Agreement and any Purchase Order hereunder. SECTION FOUR PAYMENT Service Provider shall be compensated consistent with the Sweeping Corp of America agreement with Sourcewell and stated in Exhibit B "Pricing". Payments shall be due and payable as provided by the Florida Local Government Prompt Payment Act s. 218.70 et. seq., Florida Statutes. All services provided to the City must be described upon the Service Provider's invoice with sufficient clarity for the City to easily identify and confirm the Services having been provided. All invoice entries shall clearly indicate the type of Service being rendered, identify the SERVICE Provider employee who rendered such service, and note the appropriate charge and hourly rate if applicable. The City may make changes in the Services at any time by giving written notice to the Service Provider. If, upon the request of the City, Service Provider agreed to perform additional Services hereunder, the City shall pay Service Provider for the performance of such additional Services an additional amount (in additional to all other amounts payable under this Agreement) based on a mutually agreed upon Addendum to this Agreement providing for such additional fees and services executed in writing by the parties to this Agreement. The City shall not be responsible for the payment of any additional services provided by Service Provider unless the description of such services has been set forth in the aforementioned Addendum and the Addendum has been approved by the City Council or City Manager in accordance with the City's purchasing policies and procedures. Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Page 2 of 12 Service Provider shall not invoice the City or seek any compensation from the City to correct or revise any errors or deficiencies in Services provided under this Agreement. To the extent Service Provider owes the City any money under this or any other Agreement with the City, the City shall have the right to withhold payment and otherwise back charge Service Provider for any money owed to City by Service Provider. The City's payment of any invoice under this Agreement shall not be construed or operate as a waiver of any rights under this Agreement or any cause of action arising out of the performance of this Agreement, and the Service Provider shall remain liable to the City in accordance with applicable law for all damages to the City caused by the Service Provider's performance of any Services provided under this Agreement. SECTION FIVE TERM The Term shall commence upon the parties' execution of the Agreement ("Effective Date"). The initial term of this Agreement shall be for [INSERT TERM LENGTH] with the option to extend for [INSERT TERM NUMBER] additional [INSERT TERM LENGTH] periods. The City's City Manager may exercise a renewal option, subject to Service Provider's agreement to the renewal, by providing the Service Provider with at least thirty (30) days written notice in advance of the anniversary of the Effective Date. Renewals shall be made upon mutual agreement of the Parties and upon the same terms described herein. The City has the right to terminate this Agreement for its convenience and without at any time upon thirty (30) days advanced notice. SECTION SIX STATUS OF SERVICE PROVIDER This Agreement calls for the performance of the Services of Service Provider as an independent contractor. Neither Service Provider, nor its assigns, nor its successors, shall be considered employees, officers, or agents of the City in any capacity. Service Provider shall not be entitled to any benefits which would otherwise apply to City employees. SECTION SEVEN INDEMNIFICATION Service Provider shall protect, defend, indemnify and hold harmless, the City, its employees, agents, elected or appointed officialsI and representatives from any and all claims, losses, suits, costs, expenses, fines, penalties, deficiencies, damages, obligations, and liabilities, including all reasonable attorney's fees and court costs through all appeals, for which City, its employees, agents, elected or appointed officials, and representatives can or may be held liable as a result of injury to persons (including death) or damage to property occurring by reason of any negligent acts, errors, or willful misconduct of Service Provider, its employees, or agents, arising out of this Agreement; or which arise out of any inaccurate representation made by the Service Provider, its employees or agents; or any breach of this Agreement by Service Provider, its employees or agents, except to the extent of negligence, wrongful acts or omissions of the City or its agents, elected or appointed officials, employees, or representatives, or third party not under the control of the Service Provider. For purposes of this indemnification only, Service Provider shall indemnify the City for claims made by the employees of Service Provider, and Service Provider hereby waives its entitlement, if any, to immunity under SECTION 440.011, Florida Statutes. This waiver has been specifically and mutually negotiated by the parties. Service Provider shall further protect, defend, indemnify and hold harmless, the City, its employees, agents, elected or appointed officials, and representatives from any and all claims and liabilities, whether rightful or otherwise, alleging that the work furnished by the Service Provider hereunder, or any part thereof, constitutes an infringement of any patent, Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LL,C Page 3 of 12 copyright, trademark or other intellectual property right of the United States. Service Provider shall pay all damages and costs awarded against the City in connection with any such infringement, copyright, trademark, or other intellectual property rights claims. This indemncation paragraph shall survive the termination of this Agreement.. SECTION EIGHT TERMINATION The City may terminate this Agreement for any reason, with or without cause and without penalty, by giving the Service Provider thirty (30) days advance written notice of the termination of this Agreement. In the event of any termination without cause pursuant to the preceding sentence, City shall continue to be responsible for the payment of any outstanding undisputed invoices delivered to the City prior to the date of termination. In addition, should Service Provider materially breach this Agreement and such breach is not cured within fifteen (15) days of receiving written notice of such breach by the City, the City shall be entitled to terminate this Agreement immediately and Service Provider shall refund the City any pre -paid fees for Services not delivered to the City's satisfaction by Service Provider. Upon receipt of a notice for any termination of this Agreement and any Work Order hereunder, the Parties shall cooperate with each other and use all commercially reasonable efforts to affect a smooth transition process. SECTION NINE PUBLIC RECORDS A. Pursuant to Section 119.0701, Florida Statutes, and other applicable public records laws (collectively, the "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 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 under and pursuant to the Public Records Laws, whether in the possession or control of the City or the Service Provider. If and to the extent 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 Service Provider are subject to the provisions of Chapter 119, Florida Statutes, or other Public Records Laws (records subject to the Public Records Laws are herein referred to as "public records"), they may not be destroyed without the specific written approval of the City's designated custodian of public records. 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. Notwithstanding anything herein to the contrary, the parties agree to maintain the confidentiality of any and all records or documents from third party disclosure that are deemed confidential and/or exempt from public records disclosure pursuant to federal or state law, including, but not limited to, under the Health Insurance Portability and Accountability Act of 1996 and related HIPAA Privacy Rules. 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 CLERK, AT (407) 327-5999, cityclerkdepartment@winterspringsfl.org, 1126 East State Road 434, Winter Springs, Florida, 32708. Service Agreement for Street S�a�eeping Services City of Winter Springs —USA Services of Florida, LLC Page 4 of 12 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 public records or allow the public 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. Upon completion of the Agreement, Service Provider shall transfer to the City, at no cost, copies of 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 copies of 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 public 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 public 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. B. All documents, including but not limited to, drawings, specifications and data or programs stored electronically or otherwiseI prepared by the Service Provider and its independent contractors and associates pursuant to this Agreement or related exclusively to the Services described herein shall be owned by the City and may be reused by the City for any reason or purpose at any time. However, the City agrees that the aforesaid documents are not intended or represented to be suitable for reuse by the City or others on any undertaking other than the Work outlined in this Agreement. Any reuse for an undertaking other than for the Work without verification or adaptation by the Service Provider, or its independent contractors and associates, if necessary, to specific purposes intended will be at the City's sole risk and without liability or legal exposure to the Service Provider. C. The City and the Service Provider agree that upon payment of fees due to the Service Provider by the City for a particular design, report, inventory list, compilation, drawing, specification, model, recommendation, schedule, or otherwise, said design, report, inventory list, compilation, drawing, specification, technical data, recommendation, model, schedule, and other instrument produced by the Service Provider, as applicable, in the performance of this Agreement, or any Work hereunder, shall be the sole property of the City, and the City is vested with all rights therein. The Service Provider waives all rights of copyright in said design, report, inventory list, compilation, drawing, specification, technical Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Page 5 of 12 data, recommendation, model, schedule, and other instrument produced by the Service Provider in the performance of this Agreement, and hereby assigns and conveys the same to the City whether in the possession or control of the Service Provider or not. D. Notwithstanding any provisions to the contrary contained in this Agreement, the Service Provider shall retain sole ownership to its preexisting information not produced and paid for by the City under this Agreement including, but not limited to, computer programs, software, standard details, figures, templates and specifications. SECTION TEN INSURANCE During the term ofthis Agreement, Service Provider shall be responsible for providing the types of insurance and limits of liability as set forth underthis Paragraph. The insurance policies provided hereunder by Service Provider shall also include coverage with respect to services performed by all agents and independent contractors employed by Service Provider to perform any Work hereunder. 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 and $2,000,000 general aggregate protect Service Provider from claims of property damages which may arise from any Work performed under this Agreement whether such Work are performed by the Service Provider or by anyone directly employed by or contracting with the Service Provider. B. The Service Provider shall maintain comprehensive automobile liability insurance in the minimum amount of $1,000,000 combined single limit bodily injury and minimum $1,000,000 property damage as the combined single limit for each occurrence to protect the Service Provider from claims for damages for bodily injury, including wrongful death, as well as from claims from property damage, which may arise from the ownership, use, or maintenance of owned and non -owned automobiles, including rented automobiles whether such operations be by the Service Provider or by anyone directly or indirectly employed by the Service Provider. C. The Service Provider shall maintain, duringthe life ofthis 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 Client pursuant to this Agreement. All required insurance must be from insurance carriers that have a rating of "A--" or better and a financial size category of "VII" or higher according to the A.M. Best Company (or equivalent rating and rating service as reasonably determined by the City Manager). Current, valid insurance policies meeting the requirements herein identified shall be maintained during the term of this Agreement. A copy of a current Certificate of Insurance shall be provided to the City by Service Provider upon the Effective Date of this Agreement which satisfied the insurance requirements of this Section. Renewal certificates shall be sent to the City at the time of any expiration. There shall also be a 30-day advance written notification to the City in the event of cancellation or material modification of any stipulated insurance coverage. The City shall be an additional insured on all stipulated insurance policies as its interest may appear, from time to time, excluding worker's compensation and professional liability policies. Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Page 6 of 12 SECTION ELEVEN NOTICE Any and all notices required or permitted under this Agreement shall be in writing and shall be sufficient in all respects if (i) delivered personally, (ii) mailed by registered or certified mail, return receipt requested and postage prepaid, or (iii) sent via a nationally recognized overnight courier service to the following: For CITY: City Manager 1126 East State Road 434 Winter Springs, FL 32708 For: USA Services of Florida, LLC 4141 Rockside Road, Ste 100, Cleveland, OH, 44131 Attn: Gabriele Vitale Jr. (gvitale@sweepingcorp.com) Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such service; and if mailed, on the third business day after mailing. SECTION TWELVE E-VERIFY A. Pursuant to section 448.095, Florida Statutes, beginning January 1, 2021, Service Provider shall register with and use the U.S. Department of Homeland Security's E-Verify system, hup.):"e-verify.uscis.gov/emp, to verify the work authorization status of all employees hired on and after January 1, 2021. B. Subcontractors: (i) Service Provider shall also require all subcontractors performing work under this Agreement to use the E- Verify system for any employees they may hire during the term of this Agreement. (ii) Service Provider shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as defined in section 448.095, Florida Statutes. (iii) Service Provider shall provide a copy of all subcontractor affidavits to the City upon receipt and shall maintain a copy for the duration of the Agreement. C. Service Provider must provide evidence of compliance with section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the Service Provider stating all employees hired on and after January 1, 2021 have had their work authorization status verified through the E-Verify system and a copy of their proof of registration in the E-Verify system. D. Failure to comply with this provision is a material breach of the Agreement, and shall result in the immediate termination of the Agreement without penalty to the City. To the extent provided by Florida law, Service Provider shall be liable for any additional costs incurred by the City as a result of the termination of the Agreement. Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Yage 7 of 12 SECTION THIRTEEN ATTORNEY FEES In the event of any action arising under this Agreement, whether or not a lawsuit or other proceeding is filed, each party shall bear its own costs and expenses of such action including, but not limited to, reasonable attorney's fees incurred in any way in connection with the matter, whether incurred before litigation, during litigation, during appeal, or in connection with enforcement of a judgment, including, but not limited to, attorneys' and experts' fees. This shall include fees and costs incurred in litigating entitlement to attorneys' fees and costs, as well as in determining or quantifying the amount of recoverable attorneys' fees and costs. The reasonable costs shall include costs that are taxable under any applicable statute, rule or guideline, as well as non-taxable costs, including but not limited to, costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable. SECTION FOURTEEN 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, Orlando Division. SECTION FIFTEEN SEVERABILITY Should any term or provision of this Agreement be held, to any extent, invalid or unenforceable, as against any person, entity, or circumstance during the term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shall not affect any otherterm or provision of this Agreement, to the extent that the Agreement shall remain operable, enforceable, and in full force and effect to the extent permitted by law. SECTION SIXTEEN ENTIRE AGREEMENT This Agreement states the entire understanding and agreement between the parties and supersedes any and all written or oral representations, statements, negotiations, or agreements previously existing between the parties with respect to the subject matter of this Agreement, save for the representations which are attached to this Agreement as Exhibits. The Service Provider recognizes that any representations, statements, or negotiations made by the City staff do not suffice to legally bind the City in a contractual relationship unless they have been reduced to writing and signed by an authorized City representative. This Agreement shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest. SECTION SEVENTEEN NO ASSIGNMENTS OR SUBCONTRACTS 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 the City. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor form any duty or responsibility under this Agreement. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the City and Service Provider, and all duties and responsibilities under this Agreement will be for the sole and exclusive benefit of the City and Service Provider and not for the benefit of any other party. Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Page 8 of 12 SECTION EIGHTEEN SOVEREIGN IMMUNITY The City intends to avail itself of the benefits of Section 769.28, 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 City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person over two hundred thousand dollars ($200,000.00), or any claim or judgment or portion thereof, which, when totaled with all other claims orjudgments 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 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. SECTION NINETEEN APPROPRIATIONS This Agreement is subject to the annual appropriations of funds by the City Commission. The City has a right to terminate this Agreement for fiscal non -funding at no additional cost or liability to the City. SECTION TWENTY 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; strike (except involving the Service Provider's labor force); extraordinary breakdown of or damage to City's affiliates' facilities; court injunction or order; federal and/or state law and/or regulation; or order by any other regulatory agency, provided that prompt notice of such delay is given by such party to the other and each of the parties hereto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect for sixty (60) days, either party may terminate this Agreement. Monetary damages will not be awarded in the event of Force Majeure. SECTION TWENTY-ONE CITY PREMISES Service Provider acknowledges that its employees and agents will behave in an appropriate manner while on City property and while on any residential or commercial private property relating to the performance of Services in accordance with this Agreement and shall, at all times, conduct themselves in a manner consistent with City policies and within the discretion of the City Project Manager or designee. Professional and personal conduct of Service Provider's staff shall conform to City's personnel policies and procedures. It is a material breach of this Agreement for any agent or employee of Service Provider to behave in a manner which is inconsistent with appropriate conduct or decorum or to behave in any manner that will disrupt the functioning of the City or constitute any level of threat to the safety, health, and/or well- being of any citizen, invitee, licensee, agent, or employee of the City. Service Provider agrees to immediately remove any agent or employee if directed to do so by the City Project Manager or designee. Service Provider acknowledges that the City shall not be responsible for injury (including death) to Service Provider's employees, agents, officers, or other personnel, nor shall the City be responsible for damage to Service Provider's Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Page 9 of 12 property, which occurs on the City's property, unless the injury is the result of the City's sole gross negligence or willful misconduct. At all times while on City's premises, Service Provider shall comply with all rules and regulations of City. SECTION TWENTY-TWO MOST FAVORED CUSTOMER Service Provider warrants and represents that all terms, including prices, charges, benefits and warranties, in this Agreement are at least as or more favorable than any terms that Service Provider has offered to any other person or entity, for the types of Services covered by this Agreement. If at any time during this Agreement Service Provider shall offer any other person or entity, terms more favorable, Service Provider shall promptly notify City of such more favorable terms, and if such more favorable terms were offered by Service Provider to another person or entity City shall immediately receive the benefit of the more favorable terms for the remainder of this Agreement, including any renewals thereof. Upon City's request, Service Provider shall advise City in writing, executed by an officer of Service Provider, that this section has not been contradicted by Service Provider since the later of (i) the Effective Date of this Agreement or (ii) the date of the most recent notice provided by Service Provider pursuant to this section. SECTION TWENTY-THREE MISCELLANEOUS A. As an independent contractor, Service Provider shall pay all expenses in connection with its consulting business and Service Provider will not incur any indebtedness on behalf of City with this Agreement. B. This Agreement may be amended, extended, or renewed only with the written approval of the parties. There shall be no modification of this Agreement without a writing. C. The 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. D. The Service Provider warrants that it has not employed or retained any company 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 City employee or official, 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 form the award of making of this Agreement. E. Precautions shall be exercised at all times for the protection of all persons (including City's employees) and property. The safety 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 shall assume all liability for the safety and supervision of its principles, employees, contractors, and agents when performing the Services provided hereunder. F. Service Provider shall comply with all requirements of federal, state, and local laws, rules, regulations, standards, and ordinances applicable to the performance of services under this Agreement and the incorporated Exhibits. Service Provider shall also secure and maintain any and all permits and licenses required to complete this Agreement. G. Service Provider shall acquire no rights under this Agreement to, and shall not use, the name of the City, either alone or in conjunction with or as a part of any other name, word, mark, picture, logo, design, and/or trademark ("City Marks") in any of Service Provider's advertising, publicity, or promotion, to express or imply any endorsement by the City Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Page 10 of 12 of its Services, or in any other manner (whether or not similar to the uses hereinabove specifically prohibited) without the prior review and written approval by the City, except as expressly permitted herein. No advertisement, publication, or other use of the City Marks shall be published or otherwise promulgated by Service Provider without City's prior inspection and written approval. This clause shall survive the expiration or termination of this Agreement. H. By signing this Agreement, Service Provider certes that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a federal department or agency. 2. Have not, within the preceding five-year period, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local)transaction or contract under public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property. 3. Are not presently indicted or otherwise criminally charged by a government entity (federal, state or local) with commission of any of the offense enumerated in the preceding paragraph. 4. Have not within the preceding five years had one or more public transactions (federal, state or local) terminated for cause or default. Service Provider agrees to notify City within thirty (30) days afterthe occurrence of any ofthe events, actions, debarments, proposals, declarations, exclusions, convictions, judgment, indictments, informations, or terminations as described above, with respect to Service Provider or its principals. I. Incase of any inconsistency in any ofthe documents bearing on the Agreement between the City and the Service Provider, the inconsistency shall be resolved by giving precedence in the following order: 1. Addenda or change orders to this Agreement entered subsequent to the Effective Date of this Agreement; 2. This Agreement; 3. Exhibits to this Agreement. 4. Purchase Orders entered pursuant to this Agreement. Any inconsistency in the work description shall be clarified by the City and performed by the Service Provider. J. 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. Service Provider shall be notified of any defects within forty-eight (48) hours of performance. K. The Service Provider warrants and represents that it complies with all Federal and State requirements concerning fair employment and that Service Provider does not and shall not discriminate by reason of race, color, religion, sex, age, national origin, disability, sexual orientation, gender identity or expression, genetic information, or any other category of persons protected pursuant to federal and/or Florida law. Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Page 11 of 12 L. No inspection by the City, nor any payment Toro racceptance 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. Failure of City to insist upon performance within any time period or upon a proper level or quality of performance shall not act as a waiver of City's right to later claim a failure to perform by Service Provider, M. Service Provider guarantees that it is duly licensed and registered to conduct business in the state of Florida. IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby execute this Agreement on the date first written above. USA SERVICES OF FLORIDA, LLC {'YLGCf� �Ge-tCL11i�C�i Title: Date: 12/15/23 CITY ORWINTEf� SPRINGS Phil Hursh, li�terim City Manager ��/'2l3/Zc�23 ATTEST: Christian Gowan, City Service Agreement for Street Sweeping Services City of Winter Springs —USA Services of Florida, LLC Page 12 of 12 gPR1�Vv� �,; • L� a r� ••., Y . • `�f�llNOt� G� EXHIBIT A Street Sweeping Scope of Work The selected Contractor shall be responsible for providing all labor, equipment, and disposal necessary to perform street sweeping services on a weekly basis, including: • Sweeping all City arterial, collector, industrial, residential and commercial streets, alleys, cul-de-sacs and median island curbs. • Removal of large items such as cardboard, palm fronds, and rocks. • Recycling of collected sweepings. • Providing additional sweeping services for special events and emergencies. Street Sweeping services A. Definitions 1) "Streets" shall mean all dedicated public rights -of -way within the existing or future corporate limits of the City. 2) "Debris" shall mean all litter, rubbish, leaves, sand, dirt, garbage and other foreign material removable from a paved street with a street sweeper. 3) "Curb -mile" means a swept path not less than eight (8) feet wide for a cumulative total length of 5,280 feet. 4) "Roadbed" means entire street pavement from curb to curb B) Description of Required Services and Experience 11 General. The primary objective of street sweeping is to pickup all debris to ensure the free flow of water in the gutter and to maintain the streets in a state of cleanliness. Contractor shall remove all debris from all streets during every sweeping cycle. Items of excessive size, such as cardboard, palm fronds, large rocks, etc., shall be physically picked up and placed in the sweeper by the Contractor. Sweeping shall normally consist of a single pass over an area. Additional passes shall be made as necessary when conditions warrant special attention. Debris collection may require more than one pass in order to sufficiently clean the street. In addition, if sweeper is unable to capture debris around or adjacent to a bulb out, operator shall be required to physically pick up and remove debris or move debris into the path of the sweeper to ensure removal from the area being swept. This service shall be included in the unit curb -mile price at no additional cost to the City. 2) Areas to be Cleaned. All City streets including arterial, collector, industrial, residential and commercial, cul-de-sacs and median curbs shall be swept, as agreed with the City's Public Works Department; alleys and parking lots as requested by the City. The entire length of all curbs (including bulb outs, median curbs and curb returns), uncurbed pavement edges, painted (2-way) left turn lanes and flush concrete or paved median noses shall be swept each time the associated street is swept. The entire area of each intersection shall be swept. The balance of each street shall be swept as needed. In any case, no debris shall be left on the street pavement after sweeping is completed. 3) Standard of Performance. The Public Works Director, or designee, will make the final determination as to whether the work has been satisfactorily completed and may order the Contractor to re -sweep areas not swept or cleaned in a satisfactory manner. In the event the results of a sweeping are considered unsatisfactory, the Contractor shall sweep or clean the unsatisfactory area again at no cost to the City, within twenty four (24) hours of request without interruption to any scheduled street sweeping activities. 4) Additional Services. Additional services may include emergency call -outs or other instances as requested by the Public Works Director, or designee. Such services will be requested in writing at least twenty-four (24) hours in advance, whenever practical, except for emergency call -outs. C. Changes in Services During the term of this agreement or any extension thereof, the City may elect to increase or decrease the frequency or number of miles of street sweeping services. The said increase or decrease shall be by written change order to the Contractor. The unit price for change order sweeping shall be at the contract unit price specified in the Contractors Sourcewell contract. D. Schedule of Performance Street Sweeping Schedule Street sweeping services of all City streets will be performed six times per year (bi-monthly) on a schedule to be provided by the City's Public Works Department. Routine street sweeping shall be conducted Monday through Friday unless otherwise approved by the Public Works Director. 1) Hours. Standard operating hours for sweeping under this Agreement shall be determined by the City and the Contractor. Arterial streets and commercial areas shall be swept from 2:00 A.M. to 6:00 A.M. Residential areas shall be swept from 6:00 A.M. to 2:00 P.M. Some areas may be posted with different hours than noted above. It is the Contractor's responsibility to familiarize itself with these areas and adjust the sweeping schedule accordingly. Contractor shall complete all sweeping as scheduled; mechanical failure or personnel problems shall not be the acceptable reason for failure to comply. No changes to the sweeping schedule will be allowed without the prior approval of City. 2) Holidays All sweeping is to be done Monday through Friday except on the following Holidays: New Year's Day, Labor Day, President's Day, Veterans Day, Memorial Day, Thanksgiving Day, Independence Day, Christmas Day. During the week of a holiday, the Contractor shall adjust the schedule so as to return to the normal schedule the following week. For sweeping missed due to the aforementioned holidays, Contractor shall arrange sweeping for another day within a five day working day period. Holiday sweeping schedules must be submitted to the Public Works Director thirty (30) days prior to the holiday. No modification of this holiday schedule shall be effective unless authorized in writing by the Public Works Director. E. Changes in Schedule Due to Weather Conditions Scheduled sweeping shall not be canceled for inclement weather by the street sweeping Contractor without approval of the Public Works Director or his designee. During inclement weather atwo-hour standby period will be observed before a scheduled residential sweep will be canceled. City reserves the right to suspend street sweeping functions on a day-to-day basis. Make-up sweeping will not be allowed due to inclement weather and cancellations without the approval of the Public Works Director or his designee. This effort shall not affect the regularly scheduled sweeping. F. Disposal and Recycling of Materials The Contractor shall transport and dispose of all sweeping at a composting or recycling center in accordance with all City, County, State, and Federal requirements. Contractor shall divert or compost all street sweepings to the greatest extent possible, obtaining a optimal diversion rate from landfills. Sweepings may be deposited at temporary dumpsites with the prior approval of the Public Works Director or designee. Contractor shall be entitled to no other income, expenses or charges from the City for disposing of sweepings at any disposal site within or outside the City limits. The Public Works Director may, at any time, require the Contractor to relocate, completely remove or discontinue use of such disposal sites. The Contractor shall report on a monthly basis the amount of sweepings disposed of at a composting or recycling center and the name and address the facility. The contractor shall also provide the city with the pertinent information from the composting or recycling facility and where is material sent after collection and processing at the facility. G. Street Sweeping Equipment The Contractor shall, as a minimum, keep their equipment well -maintained, neatly painted and meet other reasonable standards as may be established by the Public Works Director. Adequate back-up equipment must be available at all times to service the City. The City may, at its sole discretion and expenses, require an annual inspection of Contractor's equipment. The Contractor shall use a sweeper fleet appropriate for servicing all curb miles of streets in the City of Winter Springs. The fleet shall include all equipment necessary to meet the requirements of this Agreement and all regulatory requirements of state and federal agencies in a professional, efficient and safe manner. All vehicles must be maintained in good repair, appearance, and sanitary conditions at all times. The City reserves the right to inspect the Contractor's vehicles at any time to ascertain said condition. A City representative shall have the right to cease Contractor's operations immediately, upon inspection of any vehicle/sweeper deemed unsafe or unsatisfactory during performance of the Agreement. All vehicles and equipment used by the Contractor within the City limits must be clearly identified, on each side of the vehicle or equipment, with the name of the Contractor, address of the Contractor's office, and telephone number. The contractor should also have a magnetic sign of at least 24" by 24" indicating this sweeper is providing service under a contract with the City of Winter Springs. All equipment must be equipped in accordance with State laws, including safety hazard lights visible from the rear that operate independently of the brake lights. Sweepers must be equipped with mobile radio communications to the Contractor's dispatch office. H. Equipment Storage The Contractor shall be responsible for all costs associated with equipment storage. No material and equipment shall be stored where it will interfere with the free and safe passage of public or construction traffic. At the end of each day's work and at all other times when sweeping operations are suspended for any reason, the Contractor shall remove all equipment and other obstructions from the roadway and open it for use by traffic. I. Traffic Counters The City may at various times and locations temporarily install portable traffic counting equipment of the type which is activated by vehicles coming in contact with a hose placed in the roadway. Caution shall be used by the Contractor to avoid damaging said equipment. If the Contractor, while in the performance of its contract duties, damages or causes to be damaged any of the aforementioned traffic counting equipment or appurtenances, the Contractor shall bear the entire cost for the restoration, repair, inspection, testing or replacement of said damaged equipment. The City will endeavor to let the contractor know of the location of any such equipment it has requested to be placed in the roadway. K. Parking Citation Officer Coordination The City may use a Parking Control Officer to cite vehicles for parking during street sweeping hours. The Contractor shall coordinate his sweeping activities with the Parking Control Officer. All costs for coordination are the responsibility of the Contractor, and no additional compensation will be allowed. L. Contractor/City Communication Throughout the period of this Agreement, the Contractor shall establish and maintain an office and have an authorized Supervisor as the point of contact for communications with the City. The Contractor's office shall have atwenty-four (24) hour telephone service and a responsible person in charge seven (7) days a week to receive all requests for emergency service, which are forwarded by the City. The Contractor shall respond and provide emergency service within two (2) hours from the time a call is placed by the City. Requests for routine service or complaint issues shall be resolved expeditiously within the following twenty-four (24) hour period. EXHIBIT B Pricing Details and Conditions Sweeping Service Cost Emergency/Special Event Sweeping Current defined Cycle Sweep Area Per Cycle Cost (92.1 X $32.91) Conditions: $32.91 per mile $125.00/hour 3 hour minimum, portal to portal 92.1 Curb Miles $3,031.01 per cycle Annual $36,372.12 1) Additional curb miles on an ongoing basis are additional $32.91 per curb mile 2) Pricing is per Sourcewell/SCA 2 year contract ID #062421 (Winter Springs ID #33257) 3) Pricing and agreement term is co -terminus with SCA/Sourcewell agreement, unless Contractor and the City mutually agree otherwise ��23 ,21