Loading...
HomeMy WebLinkAboutSolitude Lake Management, LLC - Aquatic Weed Control and Pond Maintenance Services Agreement 2024 10 18AGREEMENT FOR AQUATIC WEED CONTROL AND POND MAINTENANCE SERVICES CONTRACT THIS AGREEMENT is made and entered this A� day of C 06C! C' 2024, by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation ("City"), located at 1126 E. State Road 434, Winter Springs, Florida 32708, and SOLITUDE LAKE MANAGEMENT, LLC., a Foreign Limited Liability Company, authorized to do business in Florida ("Contractor"), whose principal address is 5869 Enterprise Parkway, Fort Myers, FL 33905 WITNESSETH: WHEREAS, the City desires to retain the Contractor for the work identified in the bid and/or proposal specifications outlined in the Invitation to Bid for Aquatic Weed Control and Pond Maintenance Services ITB No. 06-24-04 PH (services further identified as "Aquatic Weed Control and Pond Maintenance Services" or "Services"); and WHEREAS, the City desires to retain the Contractor to provide aquatic weed control and pond maintenance Services, on an ongoing basis under this Agreement; and WHEREAS, the Contractor is willing to provide such aquatic weed control and pond maintenance services to the City under the terms and conditions stated herein; and WHEREAS, the Contractor hereby warrants and represents to the City that it is competent and otherwise able to provide professional and high -quality services to the City; and WHEREAS, the City desires to retain the Contractor to provide all labor, materials, equipment, facilities, and services in accordance with the guidelines provided in the bid documents; and 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 DESCRIPTION OF WORK. Contractor shall perform the work in accordance with the Contract Documents ("Services"). 2.0 CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement; Exhibits and Addendum(s) to the Agreement; ITB Documents issued by the City, dated June 28, 2024, including Addenda, if any; and Contractor's Bid Submittal, dated August 16, 2024. These Contract Documents are hereby incorporated into this Contract by this reference. ITB No. 06-24-04 PH, issued by the City on June 28, 2024, is attached hereto as Exhibit A and is incorporated herein by this reference. The Contractor's response to ITB No. 06-24-04 PH is attached hereto as Exhibit B and is incorporated herein by this reference. The Contractor represents and agrees that it has carefully examined and understands this Agreement and the other Contract Documents, has investigated the nature, locality and site of the Work and the conditions and difficulties under which it is to be performed, and that it enters into this Agreement on the basis of its own examination, investigation and evaluation of all such matters and not in reliance upon any opinions or representations of the City, or of any of their respective officers, agents, servants, or employees. The Contract Documents are complementary, and what is called for by any one shall be as binding as if called for by all. The intent of the Contract Documents is to include all labor, materials, equipment, Agreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLihide Lake Management transportation, taxes, fees and incidentals necessary for the proper and complete execution the Services. Materials or Services described in words which so applied have a well-known technical or trade meaning shall be held to refer to such recognized standards. The initial term of this agreement shall be one (1) year commencing on the date IS above mentioned, unless either party chooses to exercise its termination rights under this Agreement. The parties shall have the option to extend the term of this Agreement for three (3) one-year periods. Any such extension shall be by mutual written agreement of all parties and shall be executed no less than sixty (60) days prior to the expiration of the Agreement's current term. The City Manager or the City Manager's designee (hereinafter "City Manager") shall review the performance of the Contractor annually at least ninety (90) days prior to the Agreement's anniversary date. Following the performance review, the City Manager shall recommend either a one (1) year extension (with a maximum of three extensions available) or termination of the Agreement. Should the Contractor and City agree to extend the agreement, the annual compensation provided to the Contractor may be increased to allow for service cost increases by an amount not to exceed three percent (3.0%) of the total Agreement costs, per renewal. Said increase shall become effective beginning with the first invoice for work performed after the start of the new Agreement period. 4.0 DESCRIPTION OF SERVICES 4_l The Contractor shall perform, deliver and carry out in a professional manner, the aquatic weed control and pond maintenance Services as set forth in City's ITB No. 06-24-04 PH, attached hereto as Exhibit "A" and fully incorporated herein by this reference, including but not limited the furnishing of all materials, equipment, tools, labor and incidentals unless expressly agreed to by the City. When the City is in need of the Contractor's services the City will issue a Notice to Proceed to the Contractor in the form of a letter and/or an executed City purchase order. Upon receipt of the signed Notice to Proceed from the City, the Contractor shall perform the services set forth herein. 4_2 The City reserves the right, at its discretion, to perform any services related to this Agreement or to retain the services of other companies to provide additional professional services which the City deems are required. 4_3 The maximum and certain optional charges or unit prices, as applicable, that can be charged under this Agreement by Contractor, unless otherwise agreed by the City in writing, are set forth in the Contractor's Response to ITB No. 06-24-04 PH and fully incorporated herein by this reference as Exhibit "B." 4_4 As provided above, tasks shall be performed in accordance with the standards contained in the ITB No. 06-24-04 PH, which shall be fully incorporated herein by this reference as Exhibit "A." The following standards are emphasized herein: a. Contractor shall be capable of assembling, directing, and managing a work force that can complete the aquatic weed control and pond maintenance in a timely and professional manner consistent with the requirements detailed in Exhibit "A". Asreement for Aquatic Weed Control and Pond Maintenance Cih� of Winter Springs / SOLihide Lake Management 5.0 CHANGES IN THE SCOPE OF WORK The City may make changes in the Services at any time by giving written notice to the Contractor. If such changes increase (add additional services), or decrease or eliminate any Services, the City and the Contractor shall negotiate any change in total cost or schedule modifications. All changes must be approved in writing via an addendum to this Agreement executed by both parties. Unless otherwise agreed by both parties, the Contractor shall be compensated for said services in accordance as provided herein. 6.0. SCHEDULE 6.1. The Contractor shall perform services in conformance with the mutually agreed schedule consistent with the requirements of Exhibits "A" and "B." The Contractor shall complete all Services in a timely manner and will submit a written progress report as reasonably requested by the City. Should the Contractor fall behind the agreed upon schedule, it shall employ such resources to comply with the agreed upon schedule. 6.2. No extension for completion of services shall be granted to the Contractor without the City's prior written consent, except as provided herein. 7_0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF CONTRACTOR 7.1. Compensation for Water Management Services. For the Services provided pursuant to the Agreement and identified in the Scope of Work as Water Management Services, the City agrees to pay Contractor a fee of Five Thousand Five Hundred Dollars and 00/100 ($ 5,500.00) per month. If this Agreement is extended, the total annual amount paid to Contractor shall not exceed the above -mentioned number adjusted by the increase in service costs as set forth in Section 3.0 of this Agreement. 7.2. Compensation for Identified Services outside of the Water Management Services. For Services outside of the monthly Water Management Services, Contractor shall be compensated as provided for in Exhibit "B". 7.3. Compensation for Additional Services. From time to time during the term of this Agreement, City may request that Contractor perform additional Services related to but not specifically required under the Agreement. For any such additional services requested, City and Contractor shall agree upon the scope and compensation for such additional services in a mutually executed addendum to this Agreement. 7.4. Payment. Upon receipt of a proper invoice fi•om Contractor, the City agrees to pay the Contractor 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 Contractor and its principals, employees, and independent professional associates and consultants in the performance of Services under this Agreement. The City agrees to make all payments due within thirty (30) days of receipt of a proper invoice delivered by Contractor. The Contractor may only bill the City for actual work performed. Payments shall be in accordance with the Florida Local Government Prompt Payment Act, Florida Statutes § 218.70, et. seq. 7.5. Truth- In- Negotiation Certificate. Signature of this Agreement by the Contractor shall act as the execution of a truth- in- negotiation certificate certifying that the wage and rates and costs used to determine the compensation provided for in this Agreement are accurate, complete, and current as of the date of this Agreement. Agreement for Aquatic Weed Control and Pond Maintenance Cih� of Winter Springs / SOLihide Lake Management 7.6. Payment Offsets. To the extent that the Contractor 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 the Contractor foil any money owed to the City by the Contractor. 7.7. Payment not Waiver. 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 Contractor shall remain liable to the City in accordance with applicable law for all damages to the City caused by the Contractor's performance of any Services provided under this Agreement. 7.8. Delay Remedy. The risk of any monetary damages caused by any delays in performing the Services under this Agreement are accepted and assumed entirely by the Contractor, and in no event shall any claim relating thereto for an increase in compensation be made or recognized. The Contractor shall not make any claim nor seek any damages of any kind against the City for any delays, impacts, disruption or interruption caused by any delay. The Contractor's remedy for a delay shall be an equitable extension of time to perform the Services for each day of such delay that impacts the critical path of the schedule established under this Agreement. 7.9. Acceptance of Payment. Acceptance of final payment by the Contractor shall constitute a release of all claims for payment which the Contractor may have against the City unless such claims are specifically reserved in writing and transmitted to the City by the Contractor prior to its acceptance. Said final payment shall not, however, be a bar to any claims that the City may have against the Contractor or to any remedies the City may pursue with respect to such claims. 7.10. Payment Adjustments. It is agreed that payment by the City of any billing will not constitute agreement as to the appropriateness of any item and that at the time of any final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the Contractor, the Contractor agrees to refund such overpayment to the City within ninety (90) days of notice of any such overpayment. Such refund shall not constitute a waiver by the Contractor for any claims relating to the validity of a finding by the City of overpayment. Partial Payments. Payment made to the Contractor shall not constitute acceptance of the work or any portion thereof which is not in accordance with this Agreement. The City retains the right to pay only that percentage of the total contract amount that equals the same percentage that work completed bears to the total amount of work required to be performed under this Agreement. If the City objects to all or any portion of any invoice, it shall notify the Contractor of the same within five (5) days from the date of receipt and shall pay that portion of the invoice not in dispute. The patties shall make every effort to settle the disputed portion. 8.0 RIGHT TO INSPECTION The City or its affiliates shall at all times have the right to review or observe the Services performed by the Contractor. No inspection, review or observation shall relieve the Contractor of its responsibility under this Agreement. 9.0. PROGRESS MEETING The City's designated Project Manager may hold periodic progress meetings on a monthly basis, or more frequently if required by the City, during the term of this Agreement. The Contractor's Project Manager and all other appropriate personnel shall attend such meetings as designated by the City's Project Manager. Asreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLihide Lake Management 10.0. SAFETY The Contractor shall be solely and absolutely responsible and assume all liability for the safety and supervision of its principals, employees and resident project representatives (and assistants) while performing Services provided hereunder. ll.0. REASONABLE ACCESS During the term of this Agreement, the City shall grant the Contractor reasonable access to the City's premises, records and files for purposes of fulfilling its obligations under this Agreement. 12.0. INSURANCE 12.1. Liability Amounts. During the term of this Agreement, the Contractor shall be responsible for providing the types of insurance and limits of liability as set forth below. a. General Liability. The Contractor shall maintain comprehensive general liability insurance in the minimum amount of $5,000,000.00 as the combined single limit for each occurrence, with a deductible no greater than $5,000.00, unless a higher deductible is pre- approved by the City Manager, to protect the Contractor from claims of property damages and personal injury which may arise from any Services performed under this Agreement, whether such Services are performed by the Contractor or by anyone directly employed by or contracting with the Contractor. b. Automobile Liability. The Contractor shall maintain comprehensive automobile liability insurance in the minimum amount of $1,000,000 per occurrence combined single limit for bodily injury, including wrongful death, and 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 Contractor or by anyone directly or indirectly employed by the Contractor. c. Workers' Compensation. The Contractor shall maintain, during the life of this Agreement, adequate Workers' Compensation Insurance and Employers' Liability Insurance in at least such amounts as are required by law for all of its employees performing Work for the City pursuant to this Agreement. Special Requirements. Current, valid insurance policies meeting the requirements herein identified shall be maintained during the term of this Agreement. Renewal certificates shall be sent to the City thirty (30) days prior to any expiration date. There shall also be a thirty (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 required insurance policies. 12.3. The insurance required by this Agreement shall include the liability andcoverage provided herein, or as required by law, whichever requirements afford greater coverage. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty (30) days' prior written notice has been given to the City, and the Contractor by certified mail, return receipt requested. All such insurance shall remain in effect until final payment. In the event that the Contractor shall fail to comply with the foregoing requirement, the City is authorized, but in no event shall be obligated, to purchase such insurance, and the City may bill the Contractor. The Contractor shall immediately forward funds to the City in full payment for said insurance. It is expressly agreed that neither the provision of the insurance referred to in this Agreement nor the City's acceptance of the terms, conditions or amounts of any insurance policy shall be deemed a warranty or Asreement for Aquatic Weed Control and Pond Maintenance Cih� of Winter Springs / SOLihtde Lake Management representation as to adequacy of such coverage. All insurance coverage shall be with insurer(s) rated as A+ by Best's Rating Guide (or equivalent rating and rating service as reasonably determined by the City Manager) and licensed by the State of Florida to engage in the business of writing of insurance or provided through the London Market for Professional Liability Insurance. The Contractor shall cause its insurance carriers, prior to the effective date of this agreement to furnish insurance certificates specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days' prior written notice to the City in compliance with other provisions of this Agreement. Further copies of all relevant policies will be provided to the City within thirty (30) days of the effective date of this agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor in accordance with this Article on the basis of its not complying with the Agreement, the City shall notify the Contractor in writing thereof within thirty (30) days of the date of delivery of such certificates to the City. For all Work performed pursuant to this Agreement, the Contractor shall continuously maintain such insurance in the amounts, type and quality as required by the Agreement. 12.4. Independent Associates and Contractors. All independent associates and contractors employed by the Contractor to perform any Services hereunder shall fully comply with the insurance provisions contained in this paragraph. 13.0. COMPLIANCE WITH LAWS AND REGULATIONS The Contractor 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. 14.0. REPRESENTATIONS 14.1. The Contractor represents that the Services provided hereunder shall conform to all requirements of this Agreement, shall be consistent with recognized and sound practices and procedures; and shall conform to the customary standards of care, skill, and diligence appropriate to the nature of the Services rendered. The Contractor shall perform as expeditiously as is consistent with professional skill and care and the orderly progress of the Services performed hereunder. The Contractor's services shall be consistent with the time periods established for the provision of Services under this Agreement. The Contractor shall provide the City with a written schedule for services to be performed under this Agreement and such schedule shall provide for ample time for the City to review, for the performance of Contractors (if any), and, if necessary, for the approval of submissions by authorities having jurisdiction over the services. Except with the City's knowledge and consent, the Contractor shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Contractor's professional judgment with respect to the Services. The Contractor shall review laws, codes and regulations applicable to the Contractor's Services. The Contractor's services and design shall comply with all applicable requirements imposed by all public authorities. The Contractor represents and warrants that it is familiar with and accepts that it will perform the Services hereunder in a manner that complies with all applicable requirements of law, codes, and regulations. The Contractor shall be responsible for the professional quality, technical accuracy and the coordination of all plans, studies, reports and other services furnished to the City under this Agreement. Unless this Agreement is terminated by the City or terminated by the Contractor for nonpayment of any proper invoices, or the City exercises its rights to perform the Services pursuant as provided herein, the Contractor shall be responsible for the satisfactory and complete execution of the Services described in this Agreement. 14.2. The Contractor represents that all principals, employees and other personnel furnishing such Services shall be qualified and competent to perform the Services assigned to them and that such guidance given by and the recommendations and performance of such personnel shall reflect their best professional knowledge and judgment. Agreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLitude Lake Management 15.0. GUARANTEE AGAINST INFRINGEMENT The Contractor guarantees that all Services performed under this Agreement shall be free from claims of patent, copyright, and trademark infringement. Notwithstanding any other provision of this Agreement, the Contractor shall indemnify, hold harmless and defend the City, its officers, directors, employees, agents assigns and servants from and against any and all liability, including expenses, legal or otherwise, for actual or alleged infringement of any patent, 16.0. DOCUMENTS/PUBLIC RECORDS Public Records. Pursuant to Section 119.07015 Florida Statutes and other applicable public records laws, Contractor 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 Contractor 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 Contractor. 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 Contractor 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 CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-59559 city-clerk-department(a�winterspi•inasfl.ora, City Clerk's Office, 1126 E. State Road 434, Winter Springs, FL 32708. Contractor is required to and agrees to comply with public records Laws. Contractor shall keep and maintain all public records required by the City to perform the services as agreed to herein. Contractor 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. Contractor 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, Contractor shall transfer to the City, at no cost, all public records in possession of the Contractor, provided the transfer is requested in writing by the City Clerk. Upon such transfer, Contractor 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 Contractor 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 Contractor of the request and the Contractor shall then provide such records to the City or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with a public records request, the City may enforce this Section to the extent permitted by law. Contractor acknowledges that if the Contractor does not provide the public records to the City within a reasonable time, the Contractor may be subject to penalties under Agreement for Aquatic Weed Control and Pond Maintenance Citti� of Winter Springs / SOLitude Lake Management Section 119.10, Florida Statutes, The Contractor acknowledges that if a civil action is filed against the Contractor to compel production of public records relating to this Agreement, the court may assess and award against Contractor 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 Contractor, be open and freely exhibited to the City for the purpose of examination, audit, or otherwise. Failure by Contractor 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 Contractor 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 Contractor's failure to comply with this Section, the City shall collect from Contractor prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against Contractor. 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 Contractor's failure to comply with this Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement. 17.0. ASSIGNMENT Contractor may subcontract work under this Agreement provided all subcontractors shall have comply with all performance standards and insurance requirementsset forth in this Agreement. If any part of this Agreement is subcontracted by the Contractor, the Contractor shall be fully responsible to the City for all acts and/or omissions performed by the subcontractor as if no subcontract had been made. If the City determines that any subcontractor is not performing in accordance with this Agreement, the City shall so notify the Contractor who shall take immediate steps to remedy the situation. If any part of this Agreement is subcontracted by the Contractor, prior to the commencement of any Work by the subcontractor, the Contractor shall require the subcontractor to provide the City and its affiliates with insurance coverage as set forth by the City. 18.0. INDEPENDENT CONTRACTOR At all times during the term of this Agreement, the Contractor and any approved subcontractors shall be considered an independent contractors) and not an employees) of the City. 19.0. DEFAULT BY CONTRACTOR AND CITY'S REMEDIES 19.1. In addition to the City's right to terminate this Agreement for convenience, the City also reserves the right to revoke and terminate this Agreement for a default and to rescind all rights and privileges associated with this Agreement, without penalty, based on a default including, but not limited to, any of the following circumstances, each of which shall represent a default and breach of this Agreement: a. The Contractor defaults in the performance of any material covenant or condition of this Agreement and does not cure such other default within fifteen (15) calendar days after written notice from the City specifying the default complained of, unless, however, the natureof the default is such that it cannot, in the exercise of reasonable diligence, be remedied within fifteen (15) calendar days, in which case the City, in its sole discretion, may allow Contractor additional time as is reasonably necessary to remedy the default and provided the Contractor promptly takes and diligently pursues such actions as are necessary therefore; or b. The Contractor is adjudicated bankrupt or makes any assignment for the benefit of creditors or the Contractor becomes insolvent, or is unable or unwilling to pay its debts; or Asreement for Aquatic Weed Control and Pond Maintenance Cih� of Winter Springs / SOLihide Lake Management c. The Contractor has acted grossly negligent, as defined by general and applicable law, in performing the Services hereunder; or d. The Contractor has committed any act of fraud upon the City; or e. The Contractor has made a material misrepresentation of fact to the City while performing its obligations under this Agreement. f. The Contractor has assigned this Agreement without the City's prior written consent. Notwithstanding the aforementioned, in the event of a default by the Contractor, 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. 19.2. In the event of such termination upon default and breach of this Agreement, any completed services performed by the Contractor under this Agreement shall, at the option of the City, become the City's property and the Contractor shall be entitled to receive equitable compensation for any work completed to the satisfaction of the City. The Contractor, however, shall not be relieved of liability to the City for damages sustained by the City by reason of any breach of the Agreement, and the City may withhold any payments to the Contractor for the purpose of setoff until such time as the amount of damages due to the City from the Contractor can be determined. 19.3. In addition, at the City's sole option, if the City determines that the performance of the Contractor is unsatisfactory, the City may notify the Contractor of the deficiency to be corrected, which correction shall be made within a time -frame specified by the City. The Contractor shall, within the time specified in the contractual documents after notice from the City, provide the City with a corrective action plan describing how the Contractor will address all issues of contract non-performance, unacceptable performance, and failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. In the event that corrective action plan is requested and if the corrective action plan is unacceptable to the City, the City may terminate this Agreement for cause. 20.0 TERMINATION 20.1. Notwithstanding any other provision of this Agreement, the City may, upon written notice to the Contractor, terminate this Agreement, without penalty, if: (a) the Contractor is in default pursuant to Section 19.0 Default; (b) the Contractor makes a general assignment for the benefit of its creditors; (c) the Contractor fails to comply with any condition or provision of this Agreement; or (d) the Contractor 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 the City may have under this Agreement. 20.2. In addition, either party may terminate for convenience without penalty at any time upon sixty (60) days advance written notice. 20.3. In the event of termination, Cityshall 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. A�reementforAguatic Weed Control and Pond Maintenance City of Winter Springs / SOLitude Lake Management 21.0. GOVERNING LAW & VENUE This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole County, Florida. Venue for any federal action or litigation shall be the Middle District of Florida, Orlando Division. 22.0. HEADINGS Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement. 23.0. SEVERABILITY In the event any portion or part of thereof this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court of law, the parties shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable. 24.0. WAIVER AND ELECTION OF REMEDIES 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. 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. 25.0. THIRD PARTY RIGHTS Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Contractor. 26.0. ENTIRE AGREEMENT This Agreement, including any Task Orders and Schedules, Attachments, Appendices and Exhibits attached hereto, constitute the entire agreement between the City and the Contractor with respect to the Services specified and all previous representations relative thereto, either written or oral, are hereby annulled and superseded. 27.0. NO JOINT VENTURE Nothing herein shall be deemed to create a joint venture or principal —agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner which would indicate any such relationship with the other. 28.0. ATTORNEY'S FEES Should any litigation arise concerning this Agreement between the parties, the parties agree to bear their own costs and attorneys fees, whether at settlement, trial or on appeal. Agreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLihide Lake Management 29.0. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be considered an original agreement; but such counterparts shall together constitute but one and the same instrument. 30.0. DRAFTING The City and the Contractor 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. 31.0. NOTICE Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage prepaid to: Fos' Contractor: SOLitude Lalce Management, LLC Attn: 1253 Jensen Drive, Suite 103 Virginia Beach, VA 23451 For City: City of Winter Springs Attention: Philip Hursh, Interim City Manager 1126 E. State Road 434 Winter Springs, Florida 32708 (407) 327-5960 phurshgwintersprin sfl.or Either party may change the notice address by providing the other party written notice of the change. 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. 32.0. SOVEREIGN IMMUNITY 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. Contractor 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 for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or Agreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLitude Lake Management 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 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. 33.0. CORPORATE REPRESENTATIONS BY CONTRACTOR The Contractor hereby represents and warrants to the City the following: a. The Contractor 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 representative of the Contractor has the power, authority, and legal right to execute and deliver this Agreement on behalf of the Contractor. 34.0. INDEMNIFICATION AND LIMITATION OF LIABILITY The Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses, costs or suits, including attorney fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance or non- performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Contractor shall also indemnify and hold harmless the City, its elected officials, officers, employees, agents, and volunteers, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by Contractor's breach or caused by other persons employed by the Contractor in the performance of the Agreement and any Task Order. Contractor's indemnification obligation under this paragraph shall not be limited in any way by a limitation on the amount or type of damages, compensation or benefits payable by or for Contractor, under workers' compensation acts, or other related policies of insurance. The Contractor specifically assumes potential liability for actions brought by the Contractor's own employees against the City and, solely for the purpose of this indemnification and defense, the Contractor specifically waives its entitlement, if any, to immunity Linder Section 440.11, Florida Statutes. This waiver has been specifically and mutually negotiated by the parties. Notwithstanding anything to the contrary in this Agreement, Contractor's liability to the indemnified parties is limited to two million dollars ($2,000,000.00) regardless of the legal basis of recovery or type of claimed damages. The indemnity provisions set forth in this Section shall survive termination of this Agreement. 35.0. ADDITIONAL ASSURANCES The Contractor for itself and its Sub -Contractors, if any, certifies that: a. No principal (which includes officers, directors, or executive) or individual holding a professional license and performing work under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any architecture, landscape architecture, engineering, or surveying activity by any Federal, State, or local governmental commission, department, corporation, subdivision or agency; Agreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLitude Lake Management b. No principal (which includes officers, directors or executive) or individual holding a professional license and performing work under this Agreement, employee or agent has employed or otherwise provided compensation to, any employee or officer of the City; CO No principal (which includes officers, directors or executive) or individual holding a professional license and performing work under this Agreement, employee or agent has willfully offered an employee or officer of the City any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment; and d. The undersigned is authorized to execute this Agreement on behalf of the Contractor and said signature shall bind the Contractor to this Agreement. No further action is required by the Contractor to enter into this Agreement other than the Contractor's undersigned representative's execution of the Agreement. 36.0. COORDINATION OF CONTRACT DOCUMENTS. This Agreement consists of this Agreement for Aquatic Weed Control &Pond Maintenance form and Exhibits A and B. If there is any inconsistency between this Agreement for Aquatic Weed Control & Pond Maintenance form and any ofthe Exhibits, this form shall take precedence, then Exhibit A, and finally Exhibit B. 37.0. E-VERIFY Pursuant to section 448.095, Florida Statutes, beginning January 1, 2021, Contractor shall register with and use the U.S. Department of Homeland Security's E-Verify system, https:He-verify.useis.gov/emp, to verify the work authorization status of all employees hired on and after January 1, 2021. Subcontractors: a. Contractor 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. b. Contractor 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. c. Contractor shall provide a copy of all subcontractor affidavits to the City upon receipt and shall maintain a copy for the duration of the Agreement. Contractor must provide evidence of compliance with section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the Contractor 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. 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, Contractor shall be liable for any additional costs incurred by the City as a result of the termination of the Agreement. Agreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLitude Lake Management IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CITY O SPRINGS Philip Hursh, Interim City Manager Date: w I 16L, ATTEST: Christian Gowan, C Date: %ly gn CONTRACTOR SOLITUDE LAKE MANAGEMENT, LLC Name William McAllister, North America General Counsel &Secretary Title Date: 10/17/2024 Agreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLitude Lake Management EXHIBIT A INVITATION TO BID FOR AQUATIC WEED CONTROL and POND MAINTENANCE ITB No. 06-24-04 PH Agreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLihide Lake Management EXHIBIT B CONTRACTOR'S RESPONSE TO INVITATION TO B FOR AQUATIC WEED CONTROL and POND MAINTENANCE SOLitude Lalce Management, LLC Proposal Response to ITB No. 06-24-04 PH Agreement for Aquatic Weed Control and Pond Maintenance City of Winter Springs / SOLihtde Lake Mara eg Went