Loading...
HomeMy WebLinkAboutAnnan Landscape Irrigation Maintenance Program - Village Walk -2006 02 01 CitrJd Winter Springs SR 434 Riahts Of Way And Medians - Villaae Walk Irriaation Maintenance Proaram Project Manual 2006 INDEX TO PROJECT MANUAL City of Winter Springs SR 434 Rights of Way and Medians - Village Walk Irrigation Maintenance Program February 2006 DIVISION 0 - BIDDING REQUIREMENTS, CONTRACT FORMS, AND CONDITIONS OF THE CONTRACT 00500 Agreement Form 00700 General Conditions DIVISION 1 - GENERAL REQUIREMENTS 01010 Summary of Work 01100 Technical Specifications 01300 Submittals 2 SECTION 00500 AGREEMENT FORM THIS AGREEMENT is made and entered into this 1 sl day of February, 2006, 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 Annan Landscape Company, a Florida Corporation, hereinafter referred to as "Service Provider". WITNESSETH: WHEREAS, City wishes to obtain Irrigation Maintenance Services for SR 434 Rights of Way and Medians (Village Walk) on a continuing basis; and WHEREAS, Service Provider participated in the selection and negotiation process; and WHEREAS, Service Provider is willing to provide such Irrigation Maintenance Services for SR 434 Rights of Way and Medians (Village Walk) 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 reference. The foregoing recitals are deemed to be true and accurate and are fully incorporated herein by 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 7 (seven) 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 indica~es 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 irrigation maintenance services approved by the City. b. "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not go into effect until said date. c. "Service Provider" shall mean Annan Landscape Company 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. 3 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" or "Designated Representative" or "Project Director" shall mean the Urban Beautification Services Division Manager for the City, or his designee, who is to provide the general administration of the contract. 3.0 SCOPE OF SERVICES 2.1 Service Provider shall provide irrigation maintenance services for SR 434 Rights of Way and Medians (Village Walk), including the furnishing of all labor, equipment, tools, materials, incidentals and the performing of all operations necessary as described in the Project Manual. 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. If this 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 (45) days of receipt of a proper invoice delivered by Service Provider. The Service Provider may only bill the City for actual work performed. 4 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 Service Provider shall submit a monthly written progress report as to the status of all Work set forth in this Agreement. The report shall in a sufficient manner demonstrate that any funds expended were used to provide the agreed-upon Services. If the detail is not sufficient in the City Project Manager's reasonable discretion to permit the City to determine the Work performed or the manner in which it is being performed, the City may seek more detail from the Service Provider. 11.0 WARRANTY OF PROFESSIONAL SERVICES 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. 5 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 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 6 . . cancellation or modification of any stipulated insurance coverage. The City shall be an additional named insured on all stipulated insurance policies as its interest may appear, from time to time. 16.3 Independent Associates and Consultants. All independent contractors or agents employed by Service Provider to perform any Services hereunder shall fully comply with the insurance provisions contained in these paragraphs for sections 15 and 16. 17.0 COMPLIANCE WITH LAWS AND REGULATIONS 17.1 Service Provider shall comply with all requirements of federal, state, and local laws, rules, regulations, standards, and/or ordinances applicable to the performance of Services under this Agreement. 18.0 DOCUMENTS 18.1 Public Records. 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 7 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 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. 8 '~5.0 '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. 9 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: Annan Landscape Company Scott Annan 991 Explorer Cove - Suite 133 Altamonte Springs, FL 32701 Phone: (407) 339-7701 Facsimile: (407) 339-4135 For City: City of Winter Springs Urban Beautification Services Division Manager 1126 East State Road 434 Winter Springs, FL 32708 Phone: (407) 327-5976 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: 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; 10 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 Bid documents. 36.2 Any inconsistency in the work description shall be clarified by the City and performed by the Service Provider. 37.0 AGREEMENT INTERPRETATION 37.1 At its discretion, during the course of the work, should any errors, ambiguities, or discrepancies be found in the Agreement or specifications, the City at its sole discretion will interpret the intent of the Agreement and work 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. 11 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: CITY: 12 SECTION 00700 GENERAL CONDITIONS 1. SCOPE The scope of work includes furnishing irrigation maintenance services for SR 434 Rights of Way and Medians (Village Walk), including all labor, equipment, tools, materials, and incidentals, and performing of all operations necessary as described in the Project Manual. 2. ENGINEERS The Owner is the Engineer on this project. 3. APPLICABLE SPECIFICATIONS AND REQUIREMENTS All work to be performed on this project shall conform to applicable specifications and requirements included (or referenced) in these Contract Documents. 4. PERMITS AND REGULATIONS The Service Provider shall procure and pay for all permits, licenses, and bonds necessary for the prosecution of the Work, and/or required by municipal, State and federal regulations, laws and procedures, unless specifically provided otherwise in the Contract Documents. The Owner shall provide all required easements. The Service Provider shall give all notices, pay all fees, and comply with all federal, state and municipal laws, ordinances, rules and regulations and codes bearing on the conduct of the Work. This Contract, as to all matters not particularly referred to and defined herein, shall notwithstanding, be subject to the provisions of all pertinent ordinances, codes and normal regulatory procedures of the municipality or other political subdivision within whose limits the Work is constructed, which ordinances, codes and procedures are hereby made a part hereof with the same force and effect as if specifically set out herein. 5. PERFORMANCE AND PAYMENT BONDS (not used) 6. BID BOND (See Section 00100, paragraph 1.4 B) 7. INSURANCE AND HOLD HARMLESS INDEMNIFICATION (see SECTION 00500, Paragraph 16.0) Hold Harmless Agreement - To the fullest extent permitted by laws and regulations Service Provider shall indemnify and hold harmless Owner and their consultants, agents and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited to fees and charges of engineers, architects, attorneys and other professionals and court and arbitration costs) arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expenses (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property other than the Work itself) including the loss of use resulting therefrom and (b) is caused in whole or in part by any negligent act or omission of Service Provider, any Subcontractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder or arises by or is imposed by Law and Regulations regardless of the negligence of any such party. In any and all claims against Owner or any of their consultants, agents or employees by any employee of Service Provider, any Subcontractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, the indemnification obligation under the previous paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Service Provider or any such Subcontractor or other person or organization under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 13 Se'rvice Provider's Liability Insurance - The Service Provider shall not commence any work under this Contract until he has obtained all insurance required under this paragraph. Service Provider shall purchase and maintain such comprehensive general liability and other insurance as is appropriate for the Work being performed and furnished and as will provide protection from claims set forth which may arise out of or result from Service Provider's performance and furnishing of the Work and Service Provider's other obligations under the Contract Documents, whether it is to be performed or furnished by Service Provider, by any Subcontractor, by anyone directly or indirectly employed by any of them to perform or furnish any of the Work, or by anyone for whose acts any of them may be liable. The insurance required by this paragraph shall include the specific coverage's and be written for not less than the limits of liability and coverage's provided or required by law, whichever is greater. The comprehensive general liability insurance shall include completed operations insurance. The comprehensive general liability insurance shall also include Contractual Liability Insurance applicable to Service Provider's obligations under the Hold Harmless Indemnification. All of the policies of insurance so required to be purchased and maintained (or the certificates or their evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty days' prior written notice has been given to Owner by certified mail. All such insurance shall remain in effect until final payment and at all times thereafter when Service Provider may be correcting, removing or replacing defective work in accordance with the Contract Documents. Service Provider's General Liability Insurance shall include the Owner, and Owner's consultants as insured or additional insured which may be accomplished by either an endorsement of Service Provider's Comprehensive General Liability policy or by Service Provider's carrier issuing a separate protection liability policy. Various types of coverage and corresponding limits are further described under Article 16.0 of the Agreement (Section 00500). 8. SALES TAX The Service Provider shall include in his bid, and shall pay, all Florida State sales tax and other local, State, and Federal taxes in accordance with existing laws and regulations. 9. LAYOUT OF WORK (not used) 10. CHANGES IN THE WORK The owner may, at any time, or from time to time, without invalidating the Agreement order alterations, deletions or revisions in the Work by written Change Order or Field Order. Upon receipt of any such order Service Provider shall promptly proceed with the Work involved which shall be performed under the applicable conditions of the Contract Documents. Any deviations from these specifications, plans and contract documents, must be approved by the Owner in advance of the construction either by a written and executed Change Order or a written Field Order. The Service Provider agrees that he will do such work as may be required for the proper execution of the whole work herein contemplated, including all labor, equipment and materials reasonably necessary for the proper completion of the work. The Service Provider agrees that he will make no claim for extra work unless that material or work is not covered by, or properly inferable from the Contract Documents. If the Service Provider makes a claim for an extra or additional cost and requests a Change Order be issued prior to performing the work, and the Owner renders a decision denying such request, the Service Provider must notify the Owner in writing within 3 days of the time that the Service Provider is informed of the Owner's decision. Otherwise the Owner will not consider any such difference as a claim for a Change Order or additional payment or time. Any such written notice received by the Owner from the Service Provider within the 3-day period shall be just reason for the Owner to re-evaluate his previous decision. 11. DEFINITION AND COORDINATION OF CONTRACT DOCUMENTS The Advertisement for Bids, Proposal and Agreement, General Conditions, Special Conditions, and addenda, any change orders, the drawings and specifications, and any supplementary documents are essential parts of this contract, and together constitute the Contract Documents. Any item shown on the drawings shall be considered as included in the specifications, whether specifically mentioned therein or not, and vice versa. 14 Any errors or omissions as to standards or work in the drawings and specifications shall in no way relieve the Service Provider of the obligation to furnish a first-class job in accordance with the best standard practice and in accordance with the intent of the Contract Documents. A. In case of conflict, the precedence of the Contract Documents shall be as follows: 1 . Service Provider's Bid (Proposal) and Agreement 2. Change Orders 3. Special Conditions 4. Advertisement 5. Instructions to Bidders 6. General Conditions 7. Drawings An addendum issued prior to bid, may modify any of the contract documents in existence at that time. The addendum takes precedence over the previous issue of the contract document being modified. 12. FINAL DRAWINGS (not used) 13. CONSTRUCTION SCHEDULE (not used) 14. PAYMENTS The Owner will make partial payments on a monthly basis to the Service Provider based on pay estimates, which have been approved by the Owner. The Service Provider shall submit at least three (3) copies of his estimate, with reasonable time allowed to make a field inspection, check, and process the estimate. The Owner shall retain ten percent (10%) of the total value of the work completed to date as a retainage until Substantial Completion. Upon receipt of the Substantial Completion Certificate, 50% of the retained amount will be released. Upon final completion and acceptance by the Owner of the work., the remaining retainage will be released. Final Payment, including the retainage, will be made upon the completion of the work and certification by the Owner, and regulatory agencies and acceptance by the Owner that all of the work has been completed in accordance with the approved plans, specifications, and other Contract Documents, will be made to the Service Provider. The Owner shall make final Payment not later than 30 days after final acceptance of the work. Prior to final payment, the Service Provider shall provide the Owner with waivers of lien, releases, and other items Owner may require in evidence of full payment to all subcontractors, suppliers and material-men. A. Progress payments may be withheld if: 1. Work is found defective and not remedied; 2. Repairs or replacements have not been made for which the Contractor is responsible; 2. Contractor does not make prompt and proper payments to subcontractors; 3. Contractor does not make prompts and proper payments for labor, materials, or equipment furnished him; 4. Another Contractor is damaged by an act for which Contractor is responsible; 5. Claims or liens are filed on the job; or 6. In the opinion of the City of Winter Springs, Contractor's work is not progressing satisfactorily. 15. PAYMENTS WITHHELD The Owner will disburse, and shall have the right to act as agent for the Service Provider in disbursing such funds as have been withheld pursuant to Section 00700, paragraph 14, to the party or parties who are entitled to payment therefrom. The Owner will render to the Service Provider a proper accounting of all such funds disbursed in behalf of the Contract. Neither the final payment nor any part of the retained percentage shall become due until the Service Provider, if required, shall deliver to the Owner his written one year guarantee on the work and a complete release of liens arising out of this Contract, or receipts in full in lieu thereof, and, if required in either case, an affidavit that so far as he has knowledge or information, the releases and receipts include all the labor and material for which a lien could be filed; but the Service Provider may, if any subcontractor refuses to sign a release or receipt in full, furnish a bond satisfactory to the Owner, to indemnify himself against any lien. If any lien remains unsatisfied after all payments are made, the Service Provider 15 shall refund to the Owner all monies that the latter may be compelled to pay in discharging such a lien, including all costs and a reasonable attorney's fee. 16. OWNER'S RIGHT TO TERMINATE THE CONTRACT (see SECTION 00500, Paragraph 20.0) 17. GENERAL GUARANTEE (not used) 18. APPAREL All service provider personnel shall maintain a professional, neat and appropriate appearance when on job site in order to reflect the standards of the community. Marked uniforms shall be worn when working on the project. Footwear shall conform to the appropriate OSHA standards. END OF SECTION 16 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 irrigation maintenance services for SR 434 Rights of Way and Medians. 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. The Contractor shall be obligated, at its expense, immediately or promptly to repair to the City's Representative's satisfaction, any damage to exterior plantings, or irrigation systems or any other property within the areas specified in this agreement. In the event the contractor has not repaired any such damage within reasonable time, as determined by the City's Representative, the City may repair such damage and deduct such cost from the next payment due to the Contractor. The Contractor shall be liable to the City for any such cost in excess of the amount deducted by the City. B. The Contractor shall be obligated to immediately notify the City Representative verbally and follow in writing within twenty-four (24) hours after the event of any damage which the Contractor discovers, or should have discovered in the exercise of reasonable care, whether or not such damage was caused by the Contractor. D. Prior to the commencement of work on this contract, an authorized representative of the Contractor and the Designated Representative of the City may 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 may 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 may 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. SAFETY REQUIREMENTS 3.1 General A. Any equipment and tools used in performing the work under this Agreement shall conform to the Florida Department of Transportation-Manual of Uniform Traffic Devices. 17 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 18 SECTION 01100 TECHNICAL SPECIFICATIONS SPECIFIC TASKS 1.0 IRRIGATION The Service Provider shall provide irrigation inspections one (1) time per month, twelve times per year, at a monthly cost of $475, which totals $5,700 (five thousand seven hundred dollars) per year. The scheduled monthly inspection shall consist of turning on each zone and inspecting each head for the proper coverage, including straightening, and/or adjusting the flow of water and adjusting or unclogging heads, as needed. Irrigation controllers shall be inspected on a monthly basis for proper operation and programming. Irrigation zone valves shall be inspected for proper operation and flow on a monthly basis. If any heads or other parts are defective, the Service Provider will replace the parts at that time, billing only for the parts, and all parts shall be given to the Owner or City Representative for inspection with the monthly invoice. The Service Provider shall submit a detailed report, at the time of billing of each monthly service, consisting of the clock and location, each zone by number, and any repairs or work performed during that service. All parts used will be itemized on the monthly bill with a maximum of $250 to be spent without approval during the regular monthly scheduled maintenance visits. If additional money is needed for any repairs, the Owner or City Representative must be given a verbal or written report of the repair and the cost involved before the work is to be performed. Service Provider shall immediately repair any and all damaged property within the areas specified in this agreement to meet original commercial specifications of irrigation parts and materials. All work performed by Contractor is to meet acceptable industry standards. All labor required to repair or replace defective parts is included in the contract price except when repairing valves, main lines or lateral lines over 1 W', clock or wiring problems, or lines under sidewalks or roadways. Labor cost for these services is $45 per hour. Material costs shall be paid on the basis of approved wholesale documented cost plus 15% for overhead and profit. Calls for service outside the regular scheduled monthly inspections shall be billed on a time and materials basis at $45 per hour plus materials. A. Service Areas - SR 434 Rights of Way and Medians from SR 419 to Talmo (Medians extend to 17-92). 1. Irrigation Controller located at Moss Road and SR 434. 2. Irrigation Controller located at Belle Avenue and SR 434. 19 SECTION 01300 SUBMITTALS 1. GENERAL REQUIREMENTS 1.1 Description Work Specified Herein and Elsewhere A. This Section includes but is not limited to requirements for the following: 1. Work Schedules. 2. Progress Reports. 3. Shop Drawings, Product Data, Samples and Irrigation Replacement Parts. 2. SCHEDULES AND REPORTS 2.1 Schedule of Operations Service Provider shall submit a schedule of maintenance, irrigation and installation operations to the Owner for approval prior to commencement of Work. The operations shall be sequenced to provide a minimum of interruption to the use of the existing facilities including but not limited to roadways and shall be set during reasonable work hours so as to comply with all noise ordinances of local governments. Service Provider shall inform the Owner of any changes in the schedule and allow ample time for the Owner to alter operations as required by the execution of the various components of the work. Approval of traffic control and schedules shall be obtained from the governmental entity having jurisdiction over the area of work. 2.2 Submittal of Progress Reports Service Provider shall submit a monthly written progress report as to the status of all Work set forth in the Agreement. The report shall in a sufficient manner demonstrate that any funds expended were used to provide the agreed-upon Services. The report shall also reflect any noted concerns or problems by the Contractor within the affected contract parameters. 2.3 Submittal of Damage and Repair Reports A detailed description of repair work, including irrigation repairs, made during the month are to be listed with their respective locations and attached to the monthly invoice. The City's Representative will review these invoices prior to processing for payment. In the case of conflict, an inspection of the area and work in question will be made by the City's Representative and an authorized representative of the Contractor within five (5) workings days after receipt of the invoice. Once the City has approved the City's Representative's recommendation for payment, payment will be made. 3. PRODUCT DATA, AND SAMPLES 3.1 Shop Drawings (not used) 20 3.2 Product Data Product data are manufacturer's standard schematic drawings and manufacturers catalog sheets, brochures, diagrams, schedules, performance charts, illustrations, and other standard descriptive data. 3.3 Samples Samples are physical examples to illustrate materials, equipment, or workmanship and to establish standards by which work is to be evaluated. 3.4 Irrigation Replacement Parts Irrigation Parts are to be replaced when damaged with like parts to the original specifications at origin of Contract. Submittal of parts' details shall accompany appropriate reports. 3.5 Service Provider's Responsibilities A. Prior to submission, the Service Provider shall thoroughly check product data, and samples for completeness and for compliance with the Contract Documents and shall verify all dimensions and field conditions and shall coordinate the drawings with the requirements for other related work. B. The Service Provider's responsibility for errors and omissions in submittals is not relieved by the Owner's review of submittals. C. The Service Provider shall notify the Owner, in writing, at the time of submission, of deviations in submittals from the requirements of the Contract Documents and is not relieved by the Owner's review of submittals, unless the Owner gives written acceptance of specific deviations. D. Begin no work, which requires submittals until return of submittals indicating the submittal has been reviewed. END OF SECTION 21