HomeMy WebLinkAbout2002 03 11 Consent E Greenfields Fertilization and Pest Control Agreement
COMMISSION AGENDA
ITEM E
CONSENT X
INFORMA TlONAL
PUBLIC HEARING
REGULAR
March 11, 2002
Meeting
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MGR i ~DEPT V/'
Authorization
REQUEST: Public Works Department Requesting Approval to enter into an Agreement with
Greenfields Fertilization and Pest Control Corp. for fertilization and pest control
services on areas improved by the Tuscawilla Lighting and Beautification
District.
PURPOSE: The purpose of this Board item is to request Approval of the Agreement, in the
amount of$II,460.00, with Greenfields Fertilization and Pest Control Corp. ofSt.
Cloud for fertilization and pest control maintenance of the Tuscawilla Lighting and
Beautification District Project landscaping improvements.
CONSIDERATIONS:
This agreement is needed for fertilization and pest control maintenance of the
entranceways and Winter Springs Boulevard improvements made by the Tuscawilla Lighting
and Beautification District Project. The areas to be maintained are located at the various major
and minor entranceways to Tuscawilla as well as Winter Springs Boulevard from Tuskawilla
Road to Seneca Boulevard.
Bid # ITB-008-02/GE was opened on January 16,2002. The low bidder was McCall
Services Inc. of Orlando, Florida. However, they failed to provide the experience
documentation required under the Instructions to Bidders section of the Project Manual and
therefore were deemed non-responsible. The were contacted by phone and certified letter
before they were deemed non-responsible. McCall Services, Inc. was failed to show they had
experience on similar projects and their bid was rejected.
The next lowest bidder was Greenfields Fertilization and Pest Control Corp. of St.
Cloud, FL with a bid of $11,460.00, which was in order. Their references were checked and
March 11, 2002
Consent Agenda Item E
Page 2
found to be acceptable. The TLBD Advisory Committee met on February 11th and voted
unanimously to recommend the award to Greenfields Feliilization and Pest Control Corp. if
McCall Services was unable to meet the responsibility requirements of the contract.
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FUNDING:
The $11,460.00 will be encumbered to the TLBD Maintenance Fund line code (184-
54686). The award amount is within budget.
RECOMMENDATION:
It is recommended that authorization be granted to enter into an Agreement with
Greenfields Fertilization and Pest Control Corp. for the maintenance of the TLBD improvements in
the amount of$II,460.00 payable from the TLBD Maintenance Fund (184-54686).
IMPLEMENTATION SCHEDULE:
The maintenance contractor will take over maintenance as areas are completed and
accepted. All areas should be under maintenance contract by May. Staff is developing an RFP for a
maintenance coordinator to oversee contractual hardscape and maintenance work. The RFP should
be ready for advertisement by the end of the month.
ATTACHMENTS:
1. City Clerk Bid Summary
2. Agreement Form
3. Capital Project Coordinator Recommendation
COMMISSION ACTION:
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ATTACHMENT NO.1
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CITY OF WINTER SPRINGS, FLORIDA
1126 EAST STATE ROAD <134
WINTER SPRINGS. FLORIDA 32708.2799
Telephone: (407) 327.1800
Fax: (407) 327-4753
E-mail: contactus@winterspringsfl.org
BID NUMBER: ITB-008-02lGE
BOULEVARD AND ENTRANCE WAYS FERTILIZATION
AND PEST CONTROL SERVICES
BID CLOSrNG: JANUARY 16,2002
Bid Closing Was Called By:
Nancy Vobornik, Purchasing Coordinator
Bid Opened:
Bid Closed:
3:0 I p.lll.
3:05 p.lll.
Witnesses:
George Edwards, Capital Projects Coordinator
Holly Pierstorff, Assistant To The City Clerk
Four (4) Bids Received'
I. GREENFIELDS FERTILrZATrON & PEST CONTROL/CORPORATION
AGENT: THOMAS BRUMLEY, OWNER, 6131 E. rRLO BRONSON, ST. CLOUD, FLORlDA
34771
TELEPHONE: NOT PROVIDED FASCrMILE: NOT PROVIDED
BID AMOUNT: $11,460.00
2. P & L LA WN MAlNTENANCE lNC.
AGENT: LARR Y COMASV, PRESIDENT, 7301 GARNDER STREET, WINTER PARK, FLORlDA
32792
TELEPHONE: (407) 679-2810 FASCIMILE: (407) 679-1085
BID AMOUNT: $13,392.00
3. McCALL SERVICE, INC.
AGENT: JOE BEA VERS, SALES, 1001 W. 29TH STREET, ORLANDO, FLORIDA 32805
TELEPHONE: (407) 423-2847 FASCIMfLE: NOT PROVIDED
BID AMOUNT: $7,620.00.
4.
CENTEX HOMETEAM LAWNCARE CORPORATrON
AGENT: RYAN TURNER, COMMERCIAL TECH, 9113 BACHMAN ROAD, ORLANDO,
FLORlDA 32824
TELEPHONE: NOT PROVIDED FASClMILE: NOT PROVIDED
BID AMOUNT: $18,000.00
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Copy: Mr. Kip LockclItf, Director. ['lIblic \Vorks DCparllllell1
Ms. Nalley VO!JOlllik, {'meliasillg Dcparllllcnl
A TT ACHMENT NO. 2
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AGREEMENT FORM
THIS AGREEMENT is made and entered into this day of , 2002, by and
between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, hereinafter referred to
as "City", located at 1126 East State Road 434, Winter Springs, FL 32708, and Greenfield's Fertilization and
Pest Control Corp.. a Florida corporation hereinafter referred to as "Service Provider".
WITNESSETH:
WHEREAS, City wishes to obtain fertilization and pest control services for rights of way and ponds on
a continuing basis; and
WHEREAS, Service Provider participated in the selection and negotiation process; and
WHEREAS, Service Provider is willing to provide such fertilization and pest control services for
boulevard and entranceways for the City under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as follows:
1.0 RECITALS
1.1 The foregoing recitals are deemed to be true and accurate and are fully incorporated herein by
reference.
2.0 TERM AND DEFINITIONS
2.1 This contract shall be in effect for twelve (12) months commencing on the Effective Date. The
City may extend this contract for two (2) additional one year tenns, provided the City detennines, in its
discretion, that Service Provider has adequately performed during the previous tenn of this contract. In the
event this contract is extended, the contract price may be adjusted to allow for consumer price increases
based on Bureau of Labor and Statistics - Producer Price Index not to exceed 2 (two) percent. The
adjustment will be based on the annual contract period from the same period of the previous year and
calculated 30 days prior to renewal. The Agreement may be canceled in whole or part by the City or the
Service Provider, upon giving at least (30) days written notice prior to cancellation; EXCEPT that non-
perfonnance on the part of the Service Provider will be grounds for immediate tennination. Unless otherwise
provided in said notice, all work being perfonned by Service Provider at the time of receipt of the notice shall
immediately ceaseand.no further work shall.be provided bySelViceProviderunderthis.contract....
2.2 Definitions. The following words and phrases used in this Agreement shall have the
following meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to
this Agreement, as amended from time to time, which shall constitute
authorization for the Service Provider to provide the landscaping services
approved by the City.
b. "Effective Date" shall be the date on which the last signatory hereto shall
execute this Agreement, and it shall be the date on which this Agreement
shall go into effect. The Agreement shall not go into effect until said date.
c. "Service Provider" shall mean Greenfield's Fertilization and Pest Control
Corp., a Florida corporation, and its principals, officers, employees, and
agents.
d. "Public Record" shall have the meaning given in Section 119.011 (1), Florida
Statutes.
e. "Work" or "SeNices" shall be used interchangeably and shall include the
perfonnance of the work agreed to by the parties in this Agreement.
f. "City Project Manager", "Designates Representative" or "Project Director" shall mean the
Public Works/Utilities Director for the City, or his designee, who is to provide the general
administration of the Contract.
3.0 SCOPE OF SERVICES
3.1 SeNice Provider shall provide fertilization and pest control seNices for boulevard and
Entranceways, including the furnishing of all labor, equipment and materials, and the perfonning of all
operations necessary as described in the Project Manual, [specifically Article 01010 Summary of Work (Exhibit
"A") and Section 01100 Technical Specifications (Exhibit "B")], which is attached hereto and made a part
hereof.
4.0 CHANGES IN THE SCOPE OF WORK
4.1 City may make changes in the SeNices at any time by giving written notice to SeNice
Provider. If such changes increase (additional seNices) or decrease or eliminate any amount of Work, City
and SeNice Provider will negotiate any change in total cost or schedule modifications. If the City and the
SeNice Provider approve any change, the Contract will be modified in writing to reflect the changes. All
change orders shall be authorized in writing by City's and SeNice Provider's designated representative.
4.2 All of City's amendments thereto shall be perfonned in strict accordance with the tenns of this
Agreement insofar as they are applicable.
5.0 SCHEDULE
5.1 SeNice Provider shall perfonn seNices in confonnance with the schedule reasonably
established by the City Project Manager. SeNice Provider shall complete all of said seNices in a timely
manner and will keep City apprized of the status of work on at least a monthly basis or as otherwise
reasonably requested by the City. Should SeNice Provider fall behind on the established schedule, it shall
employ such resources so as to comply with the schedule.
5.2 No extension for completion of seNices shall be granted to SeNice Provider without City's
prior written consent.
6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES
OF SERVICE PROVIDER
6.1 General Bid Services. The City shall only pay SeNice Provider for seNices actually
perfonned based on the Bid Fonn. The total amount paid to SeNice Provider for the first year of this
Agreement shall not exceed Eleven Thousand Four Hundred Sixty Dollars ($11.460.00). If this contract is
extended, the total annual amount paid to SeNice Provider shall not exceed that above mentioned number
adjusted by the Producer Price Index as set forth in paragraph 2.1 of this contract.
6.2 Additional Services. From time to time during the term of this Agreement, City may request
that SeNice Provider perfonn additional SeNices not required under the Project Manual. For those additional
seNices agreed upon by the City and SeNice Provider in writing, City agrees to pay SeNice Provider a total
amount equal to that mutually agreed upon by the parties in writing.
6.3 Payment. Upon receipt of a proper invoice from SeNice Provider, the City agrees to pay
the SeNice Provider the invoice amount providing said amount accurately reflects the tenns 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 SeNice
Provider and its principals, employees, and independent professional associates and consultants in the
perfonnance of Work under this Agreement. The City agrees to make all payments due within thirty (30) days
of receipt of a proper invoice delivered by SeNice Provider. TheSeNice Provider may only bill the City for
actual work performed.
7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or obseNe the seNices performed
by SeNice Provider.
7.2 No inspection, review, or obseNation shall relieve SeNice Provider of its responsibility under
this Agreement.
8.0 AUDIT AND INSPECTIONS
All SeNice Provider's records with respect to any matters covered by this Agreement shall be made
available to the City, at any time during normal business hours, as often as the City deems necessary, to audit,
examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be
fully cleared by the SeNice Provider within thirty (30) days after receipt by the SeNice Provider. Failure of the
SeNice Provider to comply with the above audit requirements will constitute a material breach of this
Agreement and may result, at the sole discretion of the City, in the withholding of payment for seNices
provided under this Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
9.1 SeNice Provider shall do, perform and carry out in a professional manner all
SeNices required to be performed by this Agreement. SeNice Provider shall also use the degree of care and
skill in performing the SeNices that are ordinarily exercised under similar circumstances by reputable
members of SeNice Provider's profession working in the same or similar locality as SeNice Provider.
10.0 SUBMITTAL OF PROGRESS REPORTS
10.1 Upon request by the City, SeNice Provider shall submit a written progress report
as to the status of all Work set forth in this Agreement. The report shall in a sufficient manner demonstrate
that any funds expended were used to provide the agreed-upon SeNices. If the detail is not sufficient in the
City Project Manager's reasonable discretion to permit the City to determine the Work performed or the
manner in which it is being performed, the City may seek more detail from the SeNice Provider.
11.0 WARRANTY OF PROFESSIONAL SERVICES
11.1 The SeNice Provider (for itself and any of its employees, contractors, partners,
and agents used to perform the SeNices) hereby warrants unto the City that all of its employees (and those of
any of its contractors, partners, and agents used to perform the SeNices) have sufficient experience to
properly complete the SeNices specified herein or as may be performed pursuant to this Agreement. In
pursuit of any Work, the SeNice Provider shall supeNise and direct the Work, using its best skill and attention
and shall enforce strict discipline and good order among its employees. The SeNice Provider shall comply
with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the
performance of the Work.
12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
12.1 SeNice Provider hereby represents and warrants to the City the following:
a. SeNice Provider is duly registered and licensed to do business in the State of
Florida and is in good standing under the laws of Florida, and is duly qualified and
authorized to carry on the functions and operations set forth in this Agreement.
b. The undersigned signatory for SeNice Provider has the power, authority, and the
legal right to enter into and perform the obligations set forth in this Agreement and
all applicable exhibits thereto, and the. execution, delivery, and performance
hereof by Service Provider has been duly authorized by the board of directors
and/or president of Service Provider. In support of said representation, Service
Provider agrees to provide a copy to the City of a corporate certificate of good
standing provided by the State of Florida prior to the execution of this Agreement.
c. Service Provider is duly licensed under all local, state and federal laws to provide
the Services stated in paragraph 3.0 herein. In support of said representation,
Service Provider agrees to provide a copy of all said licenses to the City prior to
the execution of this Agreement.
13.0 WORK IS A PRIVATE UNDERTAKING
13.1 With regard to any and all Work performed hereunder, it is specifically understood
and agreed to by and between the parties hereto that the contractual relationship between the City and
Service Provider is such that the Service Provider is an independent contractor and not an agent of the City.
The Service Provider, its contractors, partners, agents, and their employees are independent contractors and
not employees of the City. Nothing in this Agreement shall be interpreted to establish any relationship other
than that of an independent contractor, between the City, on one hand, and the Service Provider, its
contractors, partners, employees, or agents, during or after the performance of the Work under this
Agreement.
14.0 PROGRESS MEETING
14.1 City Project Manager may hold periodic progress meetings on a monthly basis, or more
frequently if required by the City, during the term of work entered into under this Agreement. Service
Provider's Project Manager and all other appropriate personnel shall attend such meetings as designated by
the City Project Manager.
15.0 SAFETY
15.1 Service Provider shall be solely and absolutely responsible and assume all liability for the
safety and supervision of its principals, employees, contractors, and agents while performing Services
provided hereunder.
16.0 INSURANCE
16.1 Liability Amounts. During the term of this Agreement, Service Provider shall be responsible
for providing the types of insurance and limits of liability as set forth below.
a. The Service Provider shall maintain comprehensive general liability insurance in the
minimum amount of $1,000,000 as the combined single limit for each occurrence to
protect the Service Provider from claims of property damages which may arise from any
Services performed under this Agreement whether such Services are performed by the
Service Provider or by anyone directly employed by or contracting with the Service
Provider.
b. The Service Provider shall maintain comprehensive automobile liability insurance in the
minimum amount of $1,000,000 combined single limit bodily injury and minimum
$1,000,000 property damage as the combined single limit for each occurrence to protect
the Service Provider from claims for damages for bodily injury, including wrongful death,
as well as from claims from property damage, which may arise from the ownership, use,
or maintenance of owned and non-owned automobiles, including rented automobiles
whether such operations be by the Service Provider or by anyone directly or indirectly
employed by the Service Provider.
c. The Service Provider shall maintain, during the life of this Agreement, adequate Workers'
Compensation Insurance in at least such amounts as are required by law and Employer's
Liability Insurance in the mllllmum amount of $1,000,000 for all of its employees
performing Work for the City pursuant to this Agreement.
16.2 Special Requirements. Current, valid insurance policies meeting the 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 Contract which
satisfied the insurance requirements of this paragraph 16.0. Renewal certificates shall be sent to the City 30
days prior to any expiration date. There shall also be a 30-day advance written notification to the City in the
event of cancellation or modification of any stipulated insurance coverage. The City shall be an additional
named insured on all stipulated insurance policies as its interest may appear, from time to time.
16.3' Independent Associates" and Consultants.--- . All' independent contractors- -or- agents--'~'---
employed by Service Provider to perform any Services hereunder shall fully comply with the insurance
provisions contained in this paragraph.
17.0 COMPLIANCE WITH LAWS AND REGULATIONS
17.1 Service Provider shall comply with all requirements of federal, state, and local laws, rules,
regulations, standards, and/or ordinances applicable to the performance of Services under this Agreement.
18.0 DOCUMENTS
18.1 Public Records. It is hereby specifically agreed that any record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Service Provider and its
independent contractors and associates related, directly or indirectly, to this Agreement, may be deemed to be
a Public Record whether in the possession or control of the City or the Service Provider. Said record,
document, computerized information and program, audio or video tape, photograph, or other writing of the
Service Provider is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed
without the specific written approval of the City's City Manager. Upon request by the City, the Service Provider
shall promptly supply copies of said public records to the City. All books, cards, registers, receipts,
documents, and other papers in connection with this Agreement shall at any and all reasonable times during
the nonnal working hours of the Service Provider be open and freely exhibited to the City for the purpose of
examination and/or audit.
18.2 The Service Provider acknowledges that the City is a Florida municipal corporation and
subject to the Florida Public Records Law. Service Provider agrees that to the extent any document produced
by Service Provider under this Agreement constitutes a Public Record, Service Provider shall comply with the
Florida Public Records Law.
19.0 ASSIGNMENT
19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or any monies
due or to become due hereunder without the prior, written consent of City.
19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted by
Service Provider, Service Provider shall be fully responsible to City for all acts and/or omissions performed by
the subcontractor as if no subcontract had been made.
19.3 If City determines that any subcontractor is not performing in accordance with this Agreement,
City shall so notify Service Provider who shall take immediate steps to remedy the situation.
19.4 If Service Provider, prior to the commencement of any Work subcontracts any part of this
Agreement by the subcontractor, Service Provider shall require the subcontractor to provide City and its
affiliates with insurance coverage as set forth by the City.
20.0 TERMINATION; DEFAULT BY SERVICE PROVIDER AND CITY'S REMEDIES
20.1 The City reserves the right to revoke and tenninate this Agreement and rescind all rights and.
privileges associated with this Agreement, without penalty, in the following circumstances, each of which shall
represent a default and breach of this Agreement:
a. Service Provider defaults in the perfonnance of any material covenant or condition of this
Agreement and does not cure such other default within fourteen (14) calendar days after written notice from
the City specifying the default complained of, unless, however, the nature of the default is such that it cannot,
in the exercise of reasonable diligence, be remedied within fourteen (14) calendar days, in which case the
Service Provider shall have such time as is reasonably necessary to remedy the default, provided the Service
Provider promptly takes and diligently pursues such actions as are necessary therefor; or
b. Service Provider is'adjudicated' bankrupt Of' makes' any 'assignment for the 'benefit of -creditors-'or-'- -.
Service Provider becomes insolvent, or is unable or unwilling to pay its debts; or
c. Service Provider has acted negligently, as defined by general and applicable law, in perfonning
the Services hereunder; or
d. Service Provider has committed any act of fraud upon the City; or
e. Service Provider has made a material misrepresentation of fact to the City while perfonning its
obligations under this Agreement; or
f. Service Provider is experiencing a labor dispute which threatens to have a
substantial, adverse impact upon perfonnance of this Agreement without prejudice to any other right or
remedy City may have under this Agreement.
20.2 Notwithstanding the aforementioned, in the event of a default by Service Provider, the City shall
have the right to exercise any other remedy the City may have by operation of law, without limitation, and
without any further demand or notice. In the event of such tennination, City shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for Work
properly perfonned prior to the effective date of tennination.
21.0 FORCE MAJEURE
21.1 Any delay or failure of either party in the perfonnance of its required obligations hereunder
shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war;
sabotage; strikes (except involving Service Providers labor force); extraordinary breakdown of or damage to
City's affiliates' generating plants, their equipment, or facilities; court injunction or order; federal and/or state
law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the
party affected; provided that prompt notice of such delay is given by such party to the other and each of the
parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force
Majeure remains in effect for sixty days, either party may tenninate this Agreement.
22.0 GOVERNING LAW & VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in
accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole
County, Florida. Venue for any federal action or litigation shall be Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be construed as
part of this Agreement.
24.0 SEVERABILITY
24.1 In the event any portion or part thereof of this Agreement is deemed invalid, against public
policy, void, or otherwise unenforceable by a court of law, the parties, at the sole discretion and option of the
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City, shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and
enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable.
25.0 INTEGRATION: MODIFICATION
25.1 The drafting, execution, and delivery of this Agreement by the Parties has been induced by
no representations, statements, warranties, or agreements other than those expressed herein. This
Agreement embodies the entire understanding of the parties, and there are no further or other agreements or
understandings, written or oral, in effect between the parties relating to the subject matter hereof unless
expressly referred to herein. Modifications of this Agreement shall only be made in writing signed by both
parties.
26.0 WAIVER AND ELECTION OF REMEDIES
26.1 Waiver by either party of any terms, or provision of this Agreement shall not be considered a
waiver of that term, condition, or provision in the future.
26.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding
unless in writing and signed by a duly authorized representative of each party hereto.
27.0 THIRD PARTY RIGHTS
27.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than City and Service Provider.
28.0 PROHIBITION AGAINST CONTINGENT FEES
28.1 Service Provider warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for the Service Provider, to solicit or secure this Agreement, and that
it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for the Service Provider, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
29.0 NO JOINT VENTURE
29.1 Nothing herein shall be deemed to create a joint venture or principal-agent
relationship between the parties, and neither party is authorized to, nor shall either party act toward third
persons or the public in any manner, which would indicate any such relationship with
the other party.
30.0 ATTORNEY'S FEES
30.1 Should either party bring an action to enforce any of the terms of this Agreement, the
prevailing party shall be entitled, to the extent permitted by law, to recover from the non-prevailing party the
costs and expenses of such action including, but not limited to, reasonable attorney's fees, whether at
settlement, trial or on appeal.
31.0 COUNTERPARTS
31.1 This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be considered an original agreement; but such counterparts shall together
constitute but one and the same instrument.
32.0 DRAFTING
32.1 City and Service Provider each represent that they have both shared equally in drafting this
Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the
event of a dispute between the parties.
33.0 NOTICE
33.1 Any notices required to be given by the terms of this Agreement shall be delivered by hand or
mailed, postage prepaid to:
For SeNice Provider:
Tom Brumley
6131 E. Irlo Bronson Hwy.
St. Cloud, FL 34771
Phone: (407) 466-4664
For City:
City of Winter Springs
Utilities/Public Works Director
1126 East State Road 434
Winter Springs, FL 32708
Phone: (407) 327-5957
Facsimile: (407) 327-6695
33.2 Either party may change the notice address by providing the other party written notice of the
change.
34.0 SOVEREIGN IMMUNITY
34.1 Nothing contained in this Agreement shall be construed as a waiver of the City's right to
sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential
liability under state or federal law.
35.0 INDEMNIFICATION
35.1 For all SeNices performed pursuant to this Agreement, the SeNice Provider agrees to the fullest
extent permitted by law, to indemnify and hold harmless the City and its commissioners, employees, officers,
and city attomeys (individually and in their official capacity) from and against all claims, losses, damages,
personal injuries (including but not limited to death), or liability (including reasonable attorney's fees through
any and all administrative, trial and appellate proceedings), directly or indirectly arising from:
a. any default under this Agreement by SeNice Provider;
b. any negligent act, omission or operation of work related to all SeNices
performed under this Agreement by SeNice Provider, and its employees,
principals, agents, independent contractors, and consultants.
c. the acts, errors, omissions, intentional or otherwise, arising out of or resulting
from SeNice Provider's and its employees, partners, contractors, and agents
on the performance of the SeNices being performed under this Agreement;
d. SeNice Provider's, and its employees, partners, contractors, and agents
failure to comply with the provisions of any federal, state, or local laws,
ordinance, or regulations applicable to SeNice Provider's and its employees,
partners, contractors, and agents performance under this Agreement;
e. any fraud and misrepresentation conducted by SeNice Provider and its
employees, partners, contractors, and agents on the City under this
Agreement.
35.2 The indemnification provided above shall obligate the Service Provider to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of
liability and all suits and actions of every name and description that may be brought against the City or its
commissioners, employees, officers, and City Attorney which may result from any negligent act, omission or
operation of work related to the Services under this Agreement whether the Services be performed by the
Service Provider, or anyone directly or indirectly employed by them. In all events the City and its
commissioners, employees, officers, and City Attorney shall be permitted to choose legal counsel of its sole
choice, the fees for which shall be reasonable and subject to and included with this indemnification provided
herein.
36.0 ORDER OF PRECEDENCE
36.1 In case of any inconsistency in any of the documents bearing on the Agreement between the
City and the Service Provider, the inconsistency shall be resolved by giving precedence in the following order:
a. Addenda to this Agreement subsequent to the Effective date of this Agreement;
b. This Agreement;
c. Exhibits to this Agreement; and
d. The Project Manual
36.2 Any inconsistency in the work description shall be clarified by the City and performed by the
Service Provider.
37.0 AGREEMENT INTERPRETATION
37.1 At its discretion, during the course of the work, should any errors, ambiguities, or discrepancies
be found in the Agreement or specifications, the City at its sole discretion will interpret the intent of the
Agreement and work descriptions and the Service provider hereby agrees to abide by the City's interpretation
and agrees to carry out the work in accordance with the decision of the City.
37.2 When the material, article, or equipment is designated by a brand name and more than one
brand name is listed, it will be understood that the work is based on one brand name only. The Service
Provider will be responsible for all coordination necessary to accommodate the material, article, or equipment
being provided without additional cost to the City. A substitute material, article, or equipment is allowed if it is
reasonably equivalent to the brand name specified. The City has full discretion to decide whether a substitute
is reasonably equivalent. Service Provider must notify the City prior to use of the substitute for a specified
brand name and allow the City to make a determination before Service Provider uses the substitute.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by
Their duly authorized representatives as of the date first written above.
SERVICE PROVIDER:
Signed ,Sealed and Delivered
In the presence of:
Name
Address and Telephone
Date
CITY:
CITY OF WINTER SPRINGS, FLORIDA
By:
Dated
RONALD W. MCLEMORE
City Manager
ATTEST:
By:
ANDREA LORENZO-LUACES
City Clerk
EXHIBIT "A"
SECTION 01010
SUMMARY OF WORK
1. GENERAL
1.1 Work Covered by Contract Documents
A. The work to be performed under this Contract consists of the fertilization and pest control
services for the TLBD Boulevard and Entranceways as described in the relevant TLBD
Entryway Enhancements Construction Drawings. Perform all work in accordance with the
Contract Documents. Furnish all materials, equipment, tools, and labor which are reasonably
and properly inferable and necessary for the proper completion of the work, whether
specifically indicated in the Contract Documents or not.
B. During the first year, or part thereof, the service provider shall coordinate its work with the
TLBD Entrance Ways Enhancements contractor. As the contractor achieves substantial
completion of the segments of its work, the service provider shall take over the segments and
provide fertilization and .pest-controlservices.as prescribed in the project manual.. Payment for'
these services shall be in accordance with the unit prices established herein.
C. The Service Provider shall perform the work complete, and shall include repairs, clean up,
replacements, and restorations required as a result of damages caused during this contract.
D. Prior to the commencement of work on this contract, an authorized representative of the
Contractor and the Designated Representative of the City shall perform a video condition
survey of all exterior plantings at each of the designated areas of the City covered by this
Agreement.
The Contractor and the City shall jointly prepare and sign a written report of the condition
survey which shall describe the condition and location of all unhealthy plants
E. During the 30 day period preceding the expiration of the term of this Agreement, or, in the
event of an earlier termination a 30 day period following the termination, a final condition
survey shall be made jointly by the City Representative and the Contractor. This survey shall
establish a punch list of plantings and material that do not meet the specifications and that
must be replaced prior to the final completion of the contract. If the plantings and materials so
identified are not replaced, an appropriate amount shall be withheld from the final payment.
2. CONTRACT
2.1 General
A. This project shall be constructed under a unit price contract.
B. The project as shown on the Drawings and described in these specifications constitutes the
work to be performed under this contract.
3. WORK SEQUENCE
3.1 General
A. Service Provider shall submit a schedule and work sequence prior to the Notice to Proceed.
4. SAFETY REQUIREMENTS
4.1 General
A. Any equipment or tools used in performing the work under this Agreement shall conform to
the Florida Department of Transportation Manual of Uniform Traffic Devices.
B. Equipment shall be maintained in good repair, shall be fueled on concrete surfaces only, and
shall be provided with the proper noise reduction and safety devices as prescribed by the
Occupational Safety and Health Administration (OSHA).
END OF SECTION
Pest SECTION 01010
SUMMARY OF WORK
1. GENERAL
1.1 Work Covered by Contract Documents
B. The work to be performed under tnis Contract consists of the fertilization and pest control
services for the TLBD Boulevard and Entranceways as described in the relevant TLBD
Entryway Enhancements Construction Drawings. Perform all work in accordance with the
Contract Documents. Furnish all materials, equipment, tools, and labor which are reasonably
and properly inferable and necessary for the proper completion of the work, whether
specifically indicated in the Contract Documents or not.
B. During the first year, or part thereof, the service provider shall coordinate its work with the
TLBD Entrance Ways Enhancements contractor. As the contractor achieves substantial
completion of the segments of its work, the service provider shall take over the segments and
provide fertilization and pest control services as prescribed in the project manual. Payment for
these services shall be in accordance with the unit prices established herein.
C. The Service Provider shall perform the work complete, and snail include repairs, clean up,
replacements, and restorations required as'a 'iesultof damages caused during this contract.
D. Prior to the commencement of work. on this contract, an authorized representative of the
Contractor and the Designated Representative of the City shall perform a video condition
survey of all exterior plantings at each of the designated areas of the City covered by this
Agreement.
The Contractor and the City shall jointly prepare and sign a written report of the condition
survey which shall describe the condition and location of all unhealthy plants
E. During the 30 day period preceding the expiration of the term of this Agreement, or, in the
event of an earlier termination a 30 day period following the termination, a final condition
survey shall be made jointly by the City Representative and the Contractor. This survey shall
establish a punch list of plantings and material that do not meet the specifications and that
must be replaced prior to the final completion of the contract. If the plantings and materials so
identified are not replaced, an appropriate amount shall be withheld from the final payment.
2. CONTRACT
2.1 General
A. This project shall be constructed under a unit price contract.
B. The project as shown on the Drawings and described in these specifications constitutes the
work to be performed under this contract.
3. WORK SEQUENCE
3.1 General
B. Service Provider shall submit a schedule and work sequence prior to the Notice to Proceed.
4. SAFETY REQUIREMENTS
4.1 General
C. Any equipment or tools used in performing the work under this Agreement shall conform to
the Florida Department of Transportation Manual of Uniform Traffic Devices.
D. Equipment shall be maintained in good repair, shall be fueled on concrete surfaces only, and
shall be provided with the proper noise reduction and safety devices as prescribed by the
Occupational Safety and Health Administration (OSHA).
END OF SECTION
SECTION 01100
TECHNICAL SPECIFICATIONS
1. SPECIFIC TASKS
1.1 FERTILIZATION/PEST CONTROL- TURF
The program shall be in accordance with the University of Florida Cooperative Extension Services
yearly Calendar for St. Augustine sod care and culture, and good horticultural practice. The program shall be
based on soil samples taken at random from various areas of the site, in sufficient number so as to be
characteristic of the areas to be fertilized. The cost of the securing and analyzing the soil samples shall be
included in the bid. The results of the soils sampling shall be reported to the City representative..
Soil amendments, nutrients, pesticides and any other ingredients deemed proper and beneficial by the
Contractor shall be included in the fertilization program. All fertilizers shall contain minor elements.
A minimum of six fertilization and insect and disease applications shall be applied on all grass
annually at approximately two-month intervals. Additional spot treatments may be needed in certain areas due
to various conditions that may occur. Such additional treatments shall be deemed to be included in the
contract price.
Applications of fertilizer shall follow Cooperative Extension Service suggested guidelines and sound
horticultural practices. Any turf areas or landscape materials, killed or damaged as a result of over-fertilization
will be re-established to an acceptable condition.
1.2 FERTILIZATION/PEST CONTROL-TREES AND SHRUBS
The spraying of shrubs (and trees less than 4" caliper) shall be done in accordance with F.S. Chapter
482 Pest Control and suggested methods of the Cooperative Extension Service. A minimum of six
applications of fertilization, insect, and disease control material shall be applied during the contract period at
approximately two-month intervals. Additional spot treatments deemed to be necessary for the effective control
of harmful disease and insect infestations shall be applied. These additional applications shall be deemed to
be included in the contract price.
1.3 PLANT REPLACEMENT
The Contractor shall be responsible for replacing any plant materials that die or become damaged to
the point that the plant grade drops below Florida Number 1 as a result of neglect or damage by the
Fertilization, Pest, and Disease Control Program operation. Replacement material shall be identical to plant
species, quality, and specifications of the materials at the time the loss occurs.
2. TURF, TREE, AND SHRUB CARE PROGRAM
2.1 TURF ANALYSIS
Lawn analysis reports are.to be provided to the City Representative at each-service./tems to be ...... q
evaluated are as follows:
Overall Turf Condition
Color, grade, density, and maintenance condition
Thatch
Thatch problem evident,
Thatch present, but no problem at this time,
No thatch problem,
Renovation recommended; and-
Vertical Cutting recommended
Presence of Grass-type Weeds
Annual bluegrass,
Crabgrass,
Dallisgrass,
Goosegrass,
Quackgrass
Sand bur
Sedges, and
Smutgrass
Presence of Broadleaf Weeds
Betony,
Black Medic,
Buttonweed,
Centella,
Chickweed,
Dandelion,
Dollarweed,
Ground Ivy,
Henbit,
Beggarwood.
Knotweed,
Lespendeza,
Matchweed,
Oxalis,
Plantain,
Pusley,
Purslane
Spurge,
Thistle
Detection of Insects
Armyworm,
Chinch Bug,
Cutworm
Fire Ant,
Mole Cricket,
Sod Webworm.
White Grub,
Ox Beetle
Detection of Diseases
Brown Patch,
Dollar Spot,
Grey Leaf Spot,
Pythium Blight
Fairy Ring,
Leaf Spot,
Necrotic Ring Spot,
Root Rot.
2.2 TREATMENT
Timely and prompt treatment is to be performed on all areas detected with problems and
areas at risk. A 7-10 day follow-up appointment is to be set with the City Representative to ensure eradication
of disease or pest problems. Subsequent visits, if necessary, are to be scheduled until the problems no longer
exist.
2.3 DAMAGE/REPLACEMENT
Damage to materials and any required replacements are to be addressed no later than 30
days from the date of detection.
2.4 PROJECT PROGRAM
The turf program will consist of both pre and post emergent weed controls, fertilizer with
potash, micronutrients and iron to encourage proper growth, root development and maintain a lush,
green conditions that is expected. In addition, a disease control for broadleaf weeds and a blanket
insecticide control to target specific pest populations especially sod webworm, chinchbugs and mole
crickets.
The ornamental program will consist of insect controls to effectively control sucking and
piercing insects such as aphids, lacebugs, whitefly, scale and trips. The insect control will be a
combination of a granular systemic control, and liquid insecticides. Fertilization of micronutrients and
iron shall be used consisting of a specially blended slow release granular fertilizer for timely feedings
of plants. Liquid tree injections may be done on an as needed basis.
The Contractor must stagger the treatments of the turf and the ornamental applications so that
he will be on the property 12 times per year. After each treatment is performed, a detailed report shall
be submitted to the Owner/Representative for analysis and discussion.
END OF SECTION
SECTION 01100
TECHNICAL SPECIFICATIONS
1. SPECIFIC TASKS
1.1 FERTILIZATION/PEST CONTROL- TURF
The program shall be in accordance with the University of Florida Cooperative Extension Services
yearly Calendar for S1. Augustine sod care and culture, and good horticult.ural practice. The program shall be
based on soil samples taken at random from various areas of the site, in sufficient number so as to be
characteristic of the areas to be fertilized. The cost of the securing and analyzing the soil samples shall be
included in the bid. The results of the soils sampling shall be reported to the City representative.
Soil amendments, nutrients, pesticides and any other ingredients deemed proper and beneficial by the
Contractor shall be included in the fertilization program. All fertilizers shall contain minor elements.
A minimum of six fertilization and insect and disease applications shall be applied on all grass
annually at approximately two-month intervals. Additional spot treatments may be needed in certain areas due
to various conditions that may occur. Such additional treatments shall be deemed to be included in the
contract price.
Applications of fertilizer shall follow Cooperative Extension Service suggested guidelines and sound
horticultural practices. Any turf areas or landscape materials, killed or damaged as a result of over-fertilization
will be re-established to an acceptable condition.
\
1.2 FERTILIZATION/PEST CONTROL-TREES AND SHRUBS
The spraying of shrubs (and trees less than 4" caliper) shall be done in accordance with F.S. Chapter
482 Pest Control and suggested methods of the Cooperative Extension SeNice. A minimum of six
applications of fertilization, insect, and disease control material shall be applied during the contract period at
approximately two-month inteNals. Additional spot treatments deemed to be necessary for the effective control
of harmful disease and insect infestations shall be applied. These additional applications shall be deemed to
be included in the contract price.
1.3 PLANT REPLACEMENT
The Contractor shall be responsible for replacing any plant materials that die or become damaged to
the point that the plant grade drops below Florida Number 1 as a result of neglect or damage by the
Fertilization, Pest, and Disease Control Program operation. Replacement material shall be identical to plant
species, quality, and specifications of the materials at the time the loss occurs.
2. TURF, TREE, AND SHRUB CARE PROGRAM
2.1 TURF ANALYSIS
Lawn analysis reports are to be provided to the City Representative at each seNice. Items to be
evaluated are as follows:
Overall Turf Condition
Color, grade, density, and maintenance condition
Thatch
Thatch problem evident,
Thatch present, but no problem at this time,
No thatch problem,
Renovation 'recommended, and
Vertical Cutting recommended
Presence of Grass-type Weeds
Annual bluegrass,
Crabgrass,
Dallisgrass,
Goosegrass,
Quackgrass
Sandbur
Sedges, and
Smutgrass
Presence of Broadleaf Weeds
Betony,
Black Medic,
Buttonweed,
Centella,
Chickweed,
Dandelion,
DOllarweed,
Ground Ivy,
Henbit,
Beggarwood.
Knotweed,
Lespendeza,
Matchweed,
Oxalis,
Plantain,
Pusley.
Purslane
Spurge,
Thistle
Detection of Insects
Annyworm,
Chinch Bug,
Cutworm
Fire Ant,
Mole Cricket,
Sod Webworm.
White Grub,
Ox Beetle
Detection of Diseases
Brown Patch,
Dollar Spot,
Grey Leaf Spot,
Pythium Blight
Fairy Ring,
Leaf Spot,
Necrotic Ring Spot,
Root Rot.
2.2 TREATMENT. ... -.....
Timely and prompt treatment is to be perfonned on all areas detected with problems and
areas at risk. A 7-10 day follow-up appointment is to be set with the City Representative to ensure eradication
of disease or pest problems. Subsequent visits, if necessary, are to be scheduled until the problems no longer
exist.
2.3 DAMAGE/REPLACEMENT
Damage to materials and any required replacements are to be addressed no later than 30
days from the date of detection.
2.4 PROJECT PROGRAM
The turf program will consist of both pre and post emergent weed controls, fertilizer with
potash, micronutrients and iron to encourage proper growth, root development and maintain a lush,
green conditions that is expected. In addition, a disease control for broad leaf weeds and a blanket
insecticide control to target specific pest populations especially sod webworm, chinchbugs and mole
crickets.
The ornamental program will consist of insect controls to effectively control sucking and
piercing insects such as aphids, lacebugs, whitefly,scale and trips. The insect control will be a
combination of a granular systemic control, and liquid insecticides. Fertilization of micronutrients and
iron shall be used consisting of a specially blended slow release granular fertilizer for timely feedings
of plants. Liquid tree injections may be done on an as needed basis.
The Contractor must stagger the treatments of the turf and the ornamental applications so that
he will be on the property 12 times per year. After each treatment is perfonned, a detailed report shall
be submitted to the Owner/Representative for analysis and discussion.
END OF SECTION
ATTACHMENT NO.3
\
MEMORANDUM
TO:
Kip Lockcuff, P.E.
Director Public Works/Utilities
FROM:
George F. Edwards, P.E.
Capital Projects Coordinator
RE:
Bid Analysis, Bid # IT~-OO~-02/GE
TLBD Boulevard and Entrance Ways Fertilization and Pest
Control Services
DATE:
March 1, 2002
On Wednesday, January 16, 2002, the City of Winter Springs received four bids for
Fertilization and Pest Control Services for .the TLBD Boulevard and Entrance Ways
Project. The bids received were priced as follows:
Company
Bid
McCall Services, Inc.
Greenfields Fertilization and Pest Control, Inc.
P & L Lawn Maintenance, Inc.
Centex Hometeam, Inc.
$ 7,620.00
$11,460.00
$13,392.00
$18,000.00
EVALUATION.OF-RESPONSIBIL.:IT--Y--. .... ---.. . - -- ..
The low bidder, McCall Services, Inc. failed, after requests made by telephone, FAX,
and registered mail, to provide documentation that would prove experience on
projects of similar nature to the TLBD project. We had no recourse but to determine
that McCall Services, Inc. was non-responsible under the terms and conditions of the
Project Manual as expressed in .SECTION 00100 INSTRUCTIONS TO BIDDER
subsection 1.5 C. Evaluation of Responsibility.
The next lowest bidder, Greenfields Fertilization and Pest Control Corp., fulfilled all
necessary requirements to be considered responsible under the conditions of the bid
document.
EVALUATION OF RESPONSIVENESS
~oth McCall Services, Inc. and Greenfields Fertilization and Pest Control Corp. were
fpund to be responsive.
VERIFICATION OF REFERENCES
The references supplied by Greenfield's Fertilization and Pest Control Corp. were
verified with positive results. After review of the references it is recommended that
Greenfields Fertilization and Pest Control Corp. be awarded the Boulevard and
Entrance Ways Fertilization and Pest Control Services contract.
FUNDING
Funding of this contract-will be provided by the Tuscawilla Lighting and
Beautification District.
RECOMMENDATION
In my opinion, an award of the Boulevard and Entrance Ways Fertilization and Pest
Control Services contract to Greenfields Fertilization and Pest Control Corp. is in the
best interest of the Tuscawilla Lighting and Beautification District. This
recommendation has the concurrence of the Tuscawilla Lighting and Beautification
District Advisory Committee.
IMPLEMENTATION SCHEDULE
The scope of work will be completed within 365-calendar days of the Notice to
Proceed.
AGREEMENT FORM
THIS AGREEMENT is made and entered into this ZS-fL day of /iJa /l.C{1 ' 2002, by
and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, hereinafter
referred to as "City", located at 1126 East State Road 434, Winter Springs, FL 32708, and Greenfield's
Fertilization and Pest Control Corp.. a Florida corporation hereinafter referred to as "Service Provider".
WITNESSETH:
WHEREAS, City wishes to obtain fertilization and pest control services for rights of way and
ponds on a continuing basis; and
WHEREAS, Service Provider participated in the selection and negotiation process; and
WHEREAS, Service Provider is willing to provide such fertilization and pest control services for
boulevard and entranceways for the City under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as follows:
1.0 RECITALS
1.1 The foregoing recitals are deemed to be true and accurate and are fully incorporated herein
by reference.
2.0 TERM AND DEFINITIONS
2.1 This contract shall be in effect for twelve (12) months commencing on the Effective Date.
The City may extend this contract for two (2) additional one year terms, provided the City determines, in
its discretion, that Service Provider has adequately performed during the previous term of this contract.
In the event this contract is extended, the contract price may be adjusted to allow for consumer price
increases based on Bureau of Labor and Statistics - Producer Price Index not to exceed 2 (two) percent.
The adjustment will be based on the annual contract period from the same period of the previous year
and calculated 30 days prior to renewal. The Agreement may be canceled in whole or part by the City or
the Service Provider, upon giving at least (30) days written notice prior to cancellation; EXCEPT that non-
performance on the part of the Service Provider will be grounds for immediate termination. Unless
otherwise provided in said notice, all work being performed by Service Provider at the time of receipt of
the notice shall immediately cease and no further work shall be provided by Service Provider under this
contract.
2.2 Definitions. The following words and phrases used in this Agreement shall have the
following meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer
to this Agreement, as amended from time to time, which shall constitute
authorization for the Service Provider to provide the landscaping services
approved by the City.
b. "Effective Date" shall be the date on which the last signatory hereto shall
execute this Agreement, and it shall be the date on which this Agreement
. shall go into effect. The Agreement shall not go into effect until said
date.
c. "Service Provider" shall mean Greenfield's Fertilization and Pest
Control Corp., a Florida corporation, and its principals, officers,
employees. and agents.
d. "Public Record" shall have the meaning given in Section 119.011 (1),
Florida Statutes.
e. "Work" or "Services" shall be used interchangeably and shall include the
performance of the work agreed to by the parties in this Agreement.
f. "City Project Manager", "Designates Representative" or "Project Director" shall mean the
Public Works/Utilities Director for the City, or his designee, who is to provide the general
administration of the Contract.
3.0 SCOPE OF SERVICES
3.1 Service Provider shall provide fertilization and pest control services for boulevard and
Entranceways, including the furnishing of all labor, equipment and materials, and the performing of all
operations necessary as described in the Project Manual, [specifically Article 01010 Summary of Work
(Exhibit "A") and Section 01100 Technical Specifications (Exhibit "B")], which is attached hereto and
made a part hereof.
4.0 CHANGES IN THE SCOPE OF WORK
4.1 City may make changes in the Services at any time by giving written notice to Service
Provider. If such changes increase (additional services) or decrease or eliminate any amount of Work,
City and Service Provider will negotiate any change in total cost or schedule modifications. If the City and
the Service Provider approve any change, the Contract will be modified in writing to reflect the changes.
All change orders shall be authorized in writing by City's and Service Provider's designated
representative.
4.2 All of City's amendments thereto shall be performed in strict accordance with the terms of
this Agreement insofar as they are applicable.
5.0 SCHEDULE
5.1 Service Provider shall perform services in conformance with the schedule reasonably
established by the City Project Manager. Service Provider shall complete all of said services in a timely
manner and will keep City apprized of the status of work on at least a monthly basis or as otherwise
reasonably requested by the City. Should Service Provider fall behind on the established schedule, it
shall employ such resources so as to comply with the schedule.
5.2 No extension for completion of services shall be granted to Service Provider without
City's prior written consent.
6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES
OF SERVICE PROVIDER
6.1 General Bid Services. The City shall only pay Service Provider for services actually
performed based on the Bid Form. 'The total amount paid to Service Provider for the first year of this
Agreement shall not exceed Eleven Thousand Four Hundred Sixty Dollars ($11.460.00). If this
2
contract is extended, the total annual amount paid to Service Provider shall not exceed that above
mentioned number adjusted by the Producer Price Index as set forth in paragraph 2.1 of this contract.
6.2 Additional Services. From time to time during the term of this Agreement, City may
request that Service Provider perform additional Services not required under the Project Manual. For
those additional services agreed upon by the City and Service Provider in writing, City agrees to pay
Service Provider a total amount equal to that mutually agreed upon by the parties in writing.
6.3 Payment. Upon receipt of a proper invoice from Service Provider, the City agrees to
pay the Service Provider the invoice amount providing said amount accurately reflects the terms and
conditions of this Agreement. Invoices may only be submitted on a monthly basis unless otherwise
agreed by the City. Unless otherwise agreed in writing by the City, there shall be no other compensation
paid to the Service Provider and its principals, employees, and independent professional associates and
consultants in the performance of Work under this Agreement. The City agrees to make all payments
due within thirty (30) days of receipt of a proper invoice delivered by Service Provider. The Service
Provider may only bill the City for actual work performed.
7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or observe the services
performed by Service Provider.
7.2 No inspection, review, or observation shall relieve Service Provider of its responsibility
under this Agreement.
8.0 AUDIT AND INSPECTIONS
All Service Provider's records with respect to any matters covered by this Agreement shall be
made available to the City, at any time during normal business hours, as often as the City deems
necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies
noted in audit reports must be fully cleared by the Service Provider within thirty (30) days after receipt by
the Service Provider. Failure of the Service Provider to comply with the above audit requirements will
constitute a material breach of this Agreement and may result, at the sole discretion of the City, in the
withholding of payment for services provided under this Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
9.1 Service Provider shall do, perform and carry out in a professional manner all
Services required to be performed by this Agreement. Service Provider shall also use the degree of care
and skill in performing the Services that are ordinarily exercised under similar circumstances by reputable
members of Service Provider's profession working in the same or similar locality as Service Provider.
10.0 SUBMITTAL OF PROGRESS REPORTS
10.1 Upon request by the City, Service Provider shall submit a written progress report
as to the status of all Work set forth in this Agreement. The report shall in a sufficient manner
demonstrate that any funds expended were used to provide the agreed-upon Services. If the detail is not
sufficient in the City Project Manager's reasonable discretion to permit the City to determine the Work
. performed or the manner in which it is being performed, the City may seek more detail from the Service
Provider.
11.0 WARRANTY OF PROFESSIONAL SERVICES
3
11.1 The Service Provider (for itself and any of its employees, contractors, partners,
and agents used to perform the Services) hereby warrants unto the City that all of its employees (and
those of any of its contractors, partners, and agents used to perform the Services) have sufficient
experience to properly complete the Services specified herein or as may be performed pursuant to this
Agreement. In pursuit of any Work, the Service Provider shall supervise and direct the Work, using its
best skill and attention and shall enforce strict discipline and good order among its employees. The
Service Provider shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public
authority bearing on the performance of the Work.
12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
12.1 Service Provider hereby represents and warrants to the City the following:
a. Service Provider is duly registered and licensed to do business in the State
of Florida and is in good standing under the laws of Florida, and is duly
qualified and authorized to carryon the functions and operations set forth in
this Agreement.
b. The undersigned signatory for Service Provider has the power, authority, and
the legal right to enter into and perform the obligations set forth in this
Agreement and all applicable exhibits thereto, and the execution, delivery,
and performance hereof by Service Provider has been duly authorized by the
board of directors and/or president of Service Provider. In support of said
representation, Service Provider agrees to provide a copy to the City of a
corporate certificate of good standing provided by the State of Florida prior to
the execution of this Agreement.
c. Service Provider is duly licensed under all local, state and federal laws to
provide the Services stated in paragraph 3.0 herein. In support of said
representation, Service Provider agrees to provide a copy of all said licenses
to the City prior to the execution of this Agreement.
13.0 WORK IS A PRIVATE UNDERTAKING
13.1 With regard to any and all Work performed hereunder, it is specifically understood
and agreed to by and between the parties hereto that the contractual relationship between the City and
Service Provider is such that the Service Provider is an independent contractor and not an agent of the
City. The Service Provider, its contractors, partners, agents, and their employees are independent
contractors and not employees of the City. Nothing in this Agreement shall be interpreted to establish
any relationship other than that of an independent contractor, between the City, on one hand, and the
Service Provider, its contractors, partners, employees, or agents, during or after the performance of the
Work under this Agreement.
14.0 PROGRESS MEETING
14.1 City Project Manager may hold periodic progress meetings on a monthly basis, or more
frequently if required by the City, during the term of work entered into under this Agreement. Service
Provider's Project Manager and all other appropriate personnel shall attend such meetings as designated
by the City Project Manager.
15.0 SAFETY
4
15.1 Service Provider shall be solely and absolutely responsible and assume all liability for the
safety and supervision of its principals, employees, contractors, and agents while performing Services
provided hereunder.
16.0 INSURANCE
16.1 Liability Amounts. During the term of this Agreement, Service Provider shall be
responsible for providing the types of insurance and limits of liability as set forth below.
a. The Service Provider shall maintain comprehensive general liability insurance in the
minimum amount of $1,000,000 as the combined single limit for each occurrence to
protect the Service Provider from claims of property damages which may arise from
any Services performed under this Agreement whether such Services are performed
by the Service Provider or by anyone directly employed by or contracting with the
Service Provider.
b. The Service Provider shall maintain comprehensive automobile liability insurance in
the minimum amount of $1,000,000 combined single limit bodily injury and minimum
$1,000,000 property damage as the combined single limit for each occurrence to
protect the Service Provider from claims for damages for bodily injury, including
wrongful death, as well as from claims from property damage, which may arise from
the ownership, use, or maintenance of owned and non-owned automobiles, including
rented automobiles whether such operations be by the Service Provider or by anyone
directly or indirectly employed by the Service Provider.
c. The Service Provider shall maintain, during the life of this Agreement, adequate
Workers' Compensation Insurance in at least such amounts as are required by law
and Employer's Liability Insurance in the minimum amount of $1,000,000 for all of its
employees performing Work for the City pursuant to this Agreement.
16.2 Special Requirements. Current, valid insurance policies meeting the 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 Contract which
satisfied the insurance requirements of this paragraph 16.0. Renewal certificates shall be sent to the City
30 days prior to any expiration date. There shall also be a 30-day advance written notification to the City
in the event of cancellation or modification of any stipulated insurance coverage. The City shall be an
additional named insured on all stipulated insurance policies as its interest may appear, from time
to time.
16.3 Independent Associates and Consultants. All independent contractors or agents
employed by Service Provider to perform any Services hereunder shall fully comply with the insurance
provisions contained in this paragraph.
17.0 COMPLIANCE WITH LAWS AND REGULATIONS
17.1 Service Provider shall comply with all requirements of federal, state, and local laws, rules,
regulations, standards, and/or ordinances applicable to the performance of Services under this
Agreement.
18.0 DOCUMENTS
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18.1 Public Records. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the Service
Provider and its independent contractors and associates related, directly or indirectly, to this Agreement,
may be deemed to be a Public Record whether in the possession or control of the City or the Service
Provider. Said record, document, computerized information and program, audio or video tape,
photograph, or other writing of the Service Provider is subject to the provisions of Chapter 119, Florida
Statutes, and may not be destroyed without the specific written approval of the City's City Manager. Upon
request by the City, the Service Provider shall promptly supply copies of said public records to the City.
All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall
at any and all reasonable times during the normal working hours of the Service Provider be open and
freely exhibited to the City for the purpose of examination and/or audit.
18.2 The Service Provider acknowledges that the City is a Florida municipal corporation and
subject to the Florida Public Records Law. Service Provider agrees that to the extent any document
produced by Service Provider under this Agreement constitutes a Public Record, Service Provider shall
comply with the Florida Public Records Law.
19.0 ASSIGNMENT
19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or any
monies due or to become due hereunder without the prior, written consent of City.
19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted
by Service Provider, Service Provider shall be fully responsible to City for all acts and/or omissions
performed by the subcontractor as if no subcontract had been made.
19.3 If City determines that any subcontractor is not performing in' accordance with this
Agreement, City shall so notify Service Provider who shall take immediate steps to remedy the situation.
19.4 If Service Provider, prior to the commencement of any Work subcontracts any part of this
Agreement by the subcontractor, Service Provider shall require the subcontractor to provide City and its
affiliates with insurance coverage as set forth by the City.
20.0 TERMINATION; DEFAULT BY SERVICE PROVIDER AND CITY'S REMEDIES
20.1 The City reserves the right to revoke and terminate this Agreement and rescind all rights
and privileges associated with this Agreement, without penalty, in the following circumstances, each of
which shall represent a default and breach of this Agreement:
a. Service Provider defaults in the performance of any material covenant or condition of this
Agreement and does not cure such other default within fourteen (14) calendar days after written notice
from the City specifying the default complained of, unless, however, the nature of the default is such that
it cannot, in the exercise of reasonable diligence, be remedied within fourteen (14) calendar days, in
which case the Service Provider shall have such time as is reasonably necessary to remedy the default,
provided the Service Provider promptly takes and diligently pursues such actions as are necessary
therefor; or
b. Service Provider is adjudicated bankrupt or makes any assignment for the benefit of creditors
or Service Provider becomes insolvent, or is unable or unwilling to pay its debts; or
c. Service Provider has acted negligently, as defined by general and applicable law, in
performing the Services hereunder; or
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d. Service Provider has committed any act of fraud upon the City; or
e. Service Provider has made a material misrepresentation of fact to the City while performing
its obligations under this Agreement; or
f. Service Provider is experiencing a labor dispute which threatens to have a
substantial, adverse impact upon performance of this Agreement without prejudice to any other right or
remedy City may have under this Agreement.
20.2 Notwithstanding the aforementioned, in the event of a default by Service Provider, the City
shall have the right to exercise any other remedy the City may have by operation of law, without limitation,
and without any further demand or notice. In the event of such termination, City shall be liable only for
the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for
Work properly performed prior to the effective date of termination.
21.0 FORCE MAJEURE
21.1 Any delay or failure of either party in the performance of its required obligations
hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion;
riot; war; sabotage; strikes (except involving Service Providers labor force); extraordinary breakdown of or
damage to City's affiliates' generating plants, their equipment, or facilities; court injunction or order;
federal and/or state law or regulation; order by any regulatory agency; or cause or causes beyond the
reasonable control of the party affected; provided that prompt notice of such delay is given by such party
to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or
causes. If any circumstance of Force Majeure remains in effect for sixty days, either party may terminate
this Agreement.
22.0 GOVERNING LAW & VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in
accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole
County, Florida. Venue for any federal action or litigation shall be Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be
construed as part of this Agreement.
24.0 SEVERABILITY
24.1 In the event any portion or part thereof of this Agreement is deemed invalid, against
public policy, void, or otherwise unenforceable by a court of law, the parties, at the sole discretion and
option of the City, shall negotiate an equitable adjustment in the affected provision of this Agreement.
The validity and enforceability of the remaining parts of this Agreement shall otherwise be fully
enforceable.
25.0 INTEGRATION: MODIFICATION
25.1 The drafting, execution, and delivery of this Agreement by the Parties has been induced
by no representations, statements, 'warranties. or agreements other than those expressed herein. This
Agreement embodies the entire understanding of the parties, and there are no further or other
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agreements or understandings, written or oral, in effect between the parties relating to the subject matter
hereof unless expressly referred to herein. Modifications of this Agreement shall only be made in writing
signed by both parties.
26.0 WAIVER AND ELECTION OF REMEDIES
26.1 Waiver by either party of any terms, or proVIsion of this Agreement shall not be
considered a waiver of that term, condition, or provision in the future.
26.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be
binding unless in writing and signed by a duly authorized representative of each party hereto.
27.0 THIRD PARTY RIGHTS
27.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than City and Service Provider.
28.0 PROHIBITION AGAINST CONTINGENT FEES
28.1 Service Provider warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the Service Provider, to solicit or secure this
Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or
firm, other than a bona fide employee working solely for the Service Provider, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of this
Agreement.
29.0 NO JOINT VENTURE
29.1 Nothing herein shall be deemed to create a joint venture or principal-agent
relationship between the parties. and neither party is authorized to, nor shall either party act toward third
persons or the public in any manner, which would indicate any such relationship with
the other party.
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30.0 ATTORNEY'S FEES
30.1 Should either party bring an action to enforce any of the terms of this Agreement,
the prevailing party shall be entitled, to the extent permitted by law, to recover from the non-
prevailing party the costs and expenses of such action including, but not limited to, reasonable
attorney's fees, whether at settlement, trial or on appeal.
31.0 COUNTERPARTS
31.1 This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be considered an original agreement; but such
counterparts shall together constitute but one and the same instrument.
32.0 DRAFTING
32.1 City and Service Provider each represent that they have both shared equally in
drafting this Agreement and no party shall be favored or disfavored regarding the interpretation of
this Agreement in the event of a dispute between the parties.
33.0 NOTICE
33.1 Any notices required to be given by the terms of this Agreement shall be
delivered by hand or mailed, postage prepaid to:
For Service Provider:
Tom Brumley
6131 E. Irlo Bronson Hwy.
St. Cloud, FL 34771
Phone: (407) 466-4664
For City:
City of Winter Springs
Utilities/Public Works Director
1126 East State Road 434
Winter Springs, FL 32708
Phone: (407) 327-5957
Facsimile: (407) 327-6695
33.2 Either party may change the notice address by providing the other party written
notice of the change.
34.0 SOVEREIGN IMMUNITY
34.1 Nothing contained in this Agreement shall be construed as a waiver of the City's
right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed
on the City's potential liability under state or federal law.
35.0 INDEMNIFICATION
35.1 For all Services performed pursuant to this Agreement, the Service Provider agrees to
the fullest extent permitted by law, to indemnify and hold harmless the City and its
commissioners, employees, officers, and city attorneys (individually and in their official capacity)
from and against all claims, losses, damages, personal injuries (including but not limited to
death), or liability (including reasonable attorney's fees through any and all administrative, trial
and appellate proceedings), directly or indirectly arising from:
9
a. any default under this Agreement by Service Provider;
b. any negligent act, omission or operation of work related to all
Services performed under this Agreement by Service Provider,
and its employees, principals, agents, independent contractors,
and consultants.
c. the acts, errors, omissions, intentional or otherwise, arising out of
or resulting from Service Provider's and its employees, partners,
contractors, and agents on the performance of the Services
being performed under this Agreement;
d. Service Provider's, and its employees, partners, contractors, and
agents failure to comply with the provisions of any federal, state,
or local laws, ordinance, or regulations applicable to Service
Provider's and its employees, partners, contractors, and agents
performance under this Agreement;
e. any fraud and misrepresentation conducted by Service Provider
and its employees, partners, contractors, and agents on the City
under this Agreement.
35.2 The indemnification provided above shall obligate the Service Provider to defend at
its own expense or to provide for such defense, at the option of the City, as the case may be, of
any and all claims of liability and all suits and actions of every name and description that may be
brought against the City or its commissioners, employees, officers, and City Attorney which may
result from any negligent act, omission or operation of work related to the Services under this
Agreement whether the Services be performed by the Service Provider, or anyone directly or
indirectly employed by them. In all events the City and its commissioners, employees, officers,
and City Attorney shall be permitted to choose legal counsel of its sole choice, the fees for which
shall be reasonable and subject to and included with this indemnification provided herein.
36.0 ORDER OF PRECEDENCE
36.1 In case of any inconsistency in any of the documents bearing on the Agreement
between the City and the Service Provider, the inconsistency shall be resolved by giving
precedence in the following order:
a. Addenda to this Agreement subsequent to the Effective date of this
Agreement;
b. This Agreement;
c. Exhibits to this Agreement; and
d. The Project Manual
36.2 Any inconsistency in the work description shall be clarified by the City and
performed by the Service Provider.
37.0 AGREEMENT INTERPRETATION
37.1 At its discretion, during the course of the work, should any errors, ambiguities, or
discrepancies be found in the Agreement or specifications, the City at its sole discretion will
interpret the intent of the Agreement and work descriptions and the Service Provider hereby
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agrees to abide by the City's interpretation and agrees to carry out the work in accordance with
the decision of the City.
37.2 When the material, article, or equipment is designated by a brand name and more
than one brand name is listed, it will be understood that the work is based on one
brand name only. The Service Provider will be responsible for all coordination
necessary to accommodate the material, article, or equipment being provided
without additional cost to the 'City. A substitute material, article, or equipment is
allowed if it is reasonably equivalent to the brand name specified. The City has
full discretion to decide whether a substitute is reasonably equivalent. Service
Provider must notify the City prior to use of the substitute for a specified brand
name and allow the City to make a determination before Service Provider uses the
substitute.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by
Their duly authorized representatives as of the date first written above.
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CITY OF WINTER SPRINGS,.FLORIDA
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RONALD W. MCLElMORE)'
City Manager . .
By:
Dated
ANDREA LORENZO-LUACES
City Clerk
II