HomeMy WebLinkAbout973-Bon Terre OutsourcingCITY OF SANFORD AGREEMENT FOR SERVICES
This Agreement made and entered into the 2 day of May, 2003 by and between the:
City of Sanford, Florida
300 Park Avenue
Post Office Box 1788
Sanford, Florida 32772
a municipal corporation of the State of Florida, hereinal~er referred to as the "CITY" and:
The Bon Terre Group, LLC A Florida Corporation, hereinafter referred to as the
"CONTRACTOR".
The CITY and the CONTRACTOR are collectively referred to herein as the "parties".
WITNESSETH
WHEREAS, the CITY desires to retain the CONTRACTOR to furnish services and
perform those tasks outlined in "Scope of Work" attached hereto as Exhibit "A" and made part
hereof.
WHEREAS, the CITY desires to employ the CONTRACTOR for the performance to
support the activities, programs and projects of the CITY upon the terms and conditions
hereinal'ter set forth, and the CONTRACTOR is desirous of performing such services upon said
terms and conditions; and
WHEREAS, the CONTRACTOR hereby warrants and represents to the CITY that it is
competent and otherwise able to provide services to the CITY; and
WHEREAS, all submissions submitted by the CONTRACTOR in its bid is hereby
incorporated herein to the extent not inconsistent with the CITY'S solicitation for the services
described herein except that the awarded scope of work is hereby defined by the attached
"Exhibit A.'.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is agreed by and between the parties hereto as follows:
SECTION 1: GENERAL
1.0 The term "CONTRACTOR" as used in this Agreement shall be defined herein to include
all principals of the CONTRACTOR including, but not limited to, full time employees,
professional or otherwise, and all other, agents, employees and/or subcontractors retained
by the CONTRACTOR to perform its obligations hereunder.
1.1
The CONTRACTOR acknowledges that the CITY may retain other service providers to
provide the same services for CITY Projects. The CONTRACTOR acknowledges that
the CITY, at the CITY's option, may request proposals fi.om the CONTRACTOR and the
other service providers for CITY Projects. The CITY reserves the right to select which
service provider shall provide services for the CITY Projects.
1.2
The CONTRACTOR agrees to provide and ensure coordination between service
providers.
1.3
The CONTRACTOR shall maintain an adequate and competent staff of professionally
qualified persons throughout the performance of this Agreement to ensure acceptable and
timely completion of each Work Order. If, at any time, the CITY becomes dissatisfied
with the work or performance of any member of the CONTRACTOR's staff, or a
subcontractor's staff, the CONTRACTOR shall cause the person to be removed fi.om
working on the CITY's project.
1.4
Requirements for signing and sealing all plans, reports and documents
shall be governed by the laws and regulation of the CITY, Seminole County and the State
of Florida.
1.5
Where applicable, CONTRACTOR will prepare all documentation and supporting
information required to complete applications for permits fi,om all required governmental
bodies, utilities and private entities.
1.6
The recitals herein are true and correct and form and constitute a material part of this
Agreement upon which the parties have relied. In the event that there is a discrepancy
between this contract document and items incorporated by reference, this document shall
prevail.
1.7
Each party hereto represents to the other that it has undertaken all necessary actions to
execute this Agreement, and that it has the legal authority to enter into this Agreement and
to undertake all obligations imposed on it.
1.8
Time is of the essence of the lawful performance of the duties and obligations contained in
this Agreement. The parties covenant and agree that they shall diligently and
expeditiously pursue their respective obligations set forth in this Agreement.
SECTION II: SCOPE OF SERVICES
The CONTRACTOR shall diligently and in a professional and timely manner perform the work
described and specified in City of Sanford Solicitation Number, which by this reference is hereby
incorporated into this contract, IFB 01/02-39, LANDSCAPE MAINTENANCE SERVICES.
The portion of the bid which defines the scope of this contract is the identification of the sites,
unit pricing, and totals applicable to the Recreation Department as indicated by Exhibit A.
2.1 GENERAL
2.2.1
Execution of this Agreement by the CONTRACTOR is a representation that the
CONTRACTOR is familiar with the work to be performed and with local conditions. The
CONTRACTOR shall make no claim for additional time or money based upon its failure
to comply with this Agreement.
2.3
Neither the CITY's review, approval or acceptance of, nor payment for, any of the
services required shall be construed to operate as a waiver of any rights under this
Agreement or of any cause of action arising out of the performance of this Agreement and
the CONTRACTOR shall be and remain liable to the CITY in accordance with applicable
law for all damages to the CITY caused by CONTRACTOR's negligent performance or
failure to perform any oftbe services furnished under this Agreement.
2.4
The rights and remedies of the CITY, provided for under this Agreement, are in addition
to any other rights and remedies provided by law.
2.5
Time is of the essence in the performance of all services provided by the CONTRACTOR
under the terms of this Agreement.
2.6
Mr. Marc Hultin, Manager-Parks and Grounds or his designee shall represent
the CITY and shall transmit instructions, relevant information, and provide interpretation
and definition of CITY policies and decisions with respect to any and all materials and
other matters pertinent to the work covered by this Agreement.
2.7
The rights and remedies of the CITY provided for under this Agreement are in addition to
any other rights and remedies provided by law; the CITY may assert its right of recovery
by any appropriate means including, but not limited to, set-off, suit, withholding,
recoupment, or counterclaim, either during or after performance of this Agreement.
2.8
The CITY shall be entitled to recover any and all legal costs including, but not limited to,
attorney fees and other legal costs that it may incur in any legal actions it may pursue in
the enforcement of the terms and conditions of this Agreement or the responsibilities of
the CONTRACTOR in carrying out the duties and responsibilities deriving fi~om this
Agreement.
2.9
The failure of the CITY to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the CITY
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
SECTION V: COMPENSATION
3.1 GENERAL
Compensation to the CONTRACTOR for services performed by the Contractor and Accepted by
the City's Representative shall be and shah not exceed: Fifty six thousand seven hundred fifty
dollars ($56,750.00) for the remainder of Fiscal Year (FY) 02/03 which ends September 30, 2003
and One hundred thirteen thousand five hundred dollars ($113,500.00) for FY 03/04 which is the
perior of 1 October 2003 to September 30, 2004.
a. Paymems for completed work will be processed momhiy at the discretion of Mr. Marc
Hultin.
b. Required bonding and insurance must be in place as specified by the bid incorporated into
this contract by the above cited reference. The bonding level for FY 02/03 is $28,375.00
and for FY 03/04 it is $56,750.00.
3.3 LENGTH OF AGREEMENT
This Agreemem shall be completed no later than Sept.30, 2004 with additional renewal
terms consistent with the terms specified by item 14. of the incorporated
bid. specifications.
3.4 The designated Contract Administrator for this Comract is:
F. William Smith
Purchasing Manager
City Of Sanford, Florida
Post Office Box 1788
Sanford, Florida 32772
Telephone Number: (407) 330-5613
Facsimile Number: (407) 330-5666
E-mail address: smithb~ci.sanford.fl.us
SECTION VIII: CHANGES IN SCOPE
Changes in the Scope of this contract shall be incorporated by written Change Order.
SECTION IX: TERMINATION/SUSPENSION OF AGREEMENT
4.1 TERMINATION BY THE CITY FOR CONVENIENCE OR FOR CAUSE
The CITY may terminate this Agreement or any Work Order for convenience at any time or this
Agreement or any Work Order for any one (1) or more oftbe reasons as follows:
4.1.1
4.1.2
4.1.3
4.1.4
4.1.5
5.1
If, in the CITY's opinion, adequate progress on any phase of the work order is not being
made.
If, in the CITY's opinion, the quality of the services performed by the CONTRACTOR is
not in conformance with commonly accepted design codes and professional standards,
standards of the CITY, and the requirements of Federal and/or State regulatory agencies.
The CONTRACTOR or any employee or agent of the CONTRACTOR is indicted or has
a direct charge issued against him for any crime arising out of or in conjunction with any
work that has been performed by the CONTRACTOR
The CONTRACTOR becomes involved in either voluntary or involuntary bankruptcy
proceedings, or makes an assignment for the benefit of creditors; or
The CONTRACTOR violates the Standards of Conduct provisions herein.
TERMINATION BY THE CITY WITHOUT CAUSE
Notwithstanding any other provision of this Agreement, the CITY shall have the right at
any time to terminate this Agreement in its entirely without cause, or terminate any
specific Work Order without cause, if such termination is deemed by the CITY to be in the
public interest, provided that thirty (30) days prior, written notice is given to the
CONTRACTOR of the CITY's intent to terminate. In the event that this Agreement is
terminated, the CITY shall identify any specific Work Orders being terminated and the
specific Work Order(s) to be continued to completion pursuant to the provisions of this
Agreement. This Agreement will remain in full force and effect as to all authorized Work
Orders which are to be continued to completion. In the event that after the CITY's
termination for cause for failure of the CONTRACTOR to fulfill its obligations under this
Agreement it is found that the CONTRACTOR has not so failed, the termination shall be
deemed to have been for convenience and without cause.
5.2 PAYMENT IN THE EVENT OF TERMINATION
In the event this Agreement or any Work Order is terminated or canceled prior to final
completion without cause, payment for the unpaid portion of the services and reasonable
costs of closures of the Agreement and any Work Order, provided by the CONTRACTOR
to the date of termination and any additional services thereafter will be determined by
negotiation between the CITY and the CONTRACTOR. No amount shall be allowed for
anticipated profit on unperformed services or other work. In the event of termination for
cause, the CITY may adjust any payment to take into account additional costs to be
incurred by the CITY due to such default, including additional costs to complete the
project above and beyond the costs contemplated by this Agreement, such as attorneys's
fees.
5.3 ACTION FOLLOWING TERMINATION
5.3.1
5.3.2
5.6
5.6.1
5.6.2
Upon receipt of notice of termination, given by either party, the terminated party shall
promptly discontinue all services and other work, unless the notice provides otherwise.
In the case of the CITY terminating the CONTRACT, the CONTRACTOR shall within
ten (10) calendar days, or any extensions as approved by the Contract Administrator,
deliver to the CITY all work product and other data and documents that have been
obtained or prepared by the CONTRACTOR or at its direction in performing the services
under this Agreement, regardless of whether the work on such documents has been
completed or is in progress.
SUSPENSION
The performance of the CONTRACTOR's service under any Work Order under this
Agreement may be suspended by the CITY at any time. In the event the CITY suspends
the performance of the CONTRACTOR's services hereunder, the CITY shall so notify the
CONTRACTOR in writing, such suspension becoming effective within ten (10) days from
the date of mailing, and the CITY shall pay to the CONTRACTOR within thirty (30)
days all compensation which has become due to and payable to the CONTRACTOR to
the effective date of such suspension. The CITY shall thereafter have no further
obligation for payment to the CONTRACTOR for the suspended services unless and until
the Contract Administrator notifies the CONTRACTOR in writing that the services of the
CONTRACTOR called for hereunder are to be resumed.
If the aggregate time of the CITY's suspension or suspensions of the CONTRACTOR's
services under this Agreement exceeds thirty (30) days, then the CONTRACTOR and the
CITY shall, upon request of the CONTRACTOR, meet to assess the services performed
hereunder up to the time of such meeting, the services remaining to be performed, and the
total compensation paid to the CONTRACTOR hereunder. During such meeting, the
parties shall have the option of negotiating a change in compensation to be paid to the
CONTRACTOR for the balat~ce of the services to be performed hereunder.
SECTION X: EQUAL OPPORTUNITY EMPLOYMENT/NON DISCRIMINATION
The CONTRACTOR agrees that it will not discriminate against any employee or
applicant for employment for Work under this Agreement because of race, color,
religion, sex, age, national origin or disability and will take affirmative steps to insure that
applicants are employed and employees are treated during employment without regard to
race, color, religion, sex, age, national origin or disability. This provision shall include,
but not be limited to, the following: employment, upgrading, demotion or transfer;
recruitment advertising; layoffor termination; rates of pay or their forms or compensation;
and selection for training, including apprenticeship. The CONTRACTOR, moreover, shall
comply with all the requirements as imposed by the Americans with Disability Act, the
regulations of the Federal government issued thereunder, and any and all requirements of
State law related thereto.
6.1
6.1.1
6.1.2
6.2
6.3
6.4
SECTION XI: INDEMNITY AND INSURANCE
GENERAL
To the fullest extent permitted by law, the CONTRACTOR shall indemni~,, hold
harmless and defend the CITY, its agents, servants, and employees, or any of them, from
and against all claims, damages, losses, and expenses including, but not limited to,
attorneys' fees and other legal costs such as those for paralegal, investigative, and legal
support services, and the actual cost incurred for expert witness testimony, arising out of
or resulting from the performance of services required under this Agreement, provided
that same is caused in whole or part by the error, omission, negligent act, conduct, or
misconduct of CONTRACTOR, its agents, servants, employees, or subcontractors. In
accordance with Section 725.06, Florida Statutes, adequate consideration has been
provided to the CONTRACTOR for this obligation, the receipt and sufficiency of which
is hereby specifically acknowledged. Nothing herein shall be deemed to affect the rights,
privileges, and immunities of the CITY as set forth in Section 768.28, Florida Statutes. In
claims against any person or entity indemnified under this section by an employee of
CONTRACTOR or its agents or subcontractors, anyone directly or indirectly employed by
them or anyone for whose acts they may be liable, the indemnification obligation under
this Subsection shall not be limited by a limitation on amount or type of damages,
compensation or benefits payable by or for CONTRACTOR or its agents or
subcontractors, under Workers' Compensation acts, disability benefits acts, or other
employee benefit acts.
The execution of this Agreement by the CONTRACTOR shall obligate the
CONTRACTOR to comply with the indemnification provision in this Agreement; also, the
CONTRACTOR must also comply with the provisions of this Agreement relating to
insurance coverages.
INSURANCE
The CONTRACTOR will obtain or possess and continuously maintain the specified
insurance coverage, from a company or companies, with a Best Rating of A- or better,
authorized to do business in the State of Florida in compliance with IFB 02/03-39
referenced herein. It is noted that this contract is contingent upon the continuance of
specified coverage.
Nothing in this Agreement or any action relating to this Agreement shall be construed as
the CITY's waiver of sovereign immunity beyond the limits set forth in Section 768.28,
Florida Statutes.
The CONTRACTOR shall not publish any documents or release information regarding
this Agreement to the media without prior approval of the CITY.
6.5
6.6
6.7
6.8
6.9
6.10
6.11
The CONTRACTOR shall certify, upon request by the CITY, that the CONTRACTOR
maintains a drag flee workplace policy in accordance with Section 287.0878, Florida
Statutes. Failure to submit this certification may result in termination.
If the CONTRACTOR or an affiliate is placed on the convicted vendor list following a
conviction for a public entity crime, such action may result in termination by the CITY.
The CONTRACTOR shall provide a certification of compliance regarding the public crime
requirements set forth in State law upon request by the CITY.
The CITY reserve the right to unilaterally terminate this Agreemem if the
CONTRACTOR refuses to allow public access to all documents, papers, letters, or other
materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law
and made or received by the in conjunction with this Agreement.
CONTRACTOR shall comply with the requirements of the Americans with Disabilities
Act (ADA), Public Law (P.L.) 101-336, which prohibits discrimination by public and
private entities on the basis of disability.
The CITY will not intentionally award publicly-funded contracts to any contractor who
knowingly employs unauthorized alien workers, constituting a violation of the
employment provisions contained in 8 U.S.C. Section 1324a(e) [Section 274A(e) of the
Immigration and Nationally Act (INA)]. The CITY shall consider the employment by the
CONTRACTOR of unauthorized aliens, a violation of Section274A(e) of the 1NA. Such
violation by the CONTRACTOR of the employment provisions comained in Section
274A(e) oftbe INA shall be grounds for unilateral cancellation of this Agreement by the
CITY.
The CONTRACTOR agrees to comply with Federal, State, and local environmental,
health, and safety laws and regulations applicable to the work The CONTRACTOR
agrees that any program or initiative involving the work that could adversely affect
personnel involved, any residents, users and neighbors and the surrounding environment
will ensure compliance with any and all employment safety, environmental and health laws,
roles and regulations.
The CONTRACTOR shall assist the CITY in its compliance with Section 106 of the
National Historic Preservation Act of 1966 as amended (16 USC 470), Executive Order
11593, and the Archeological and Historical Preservation Act of 1966 (16 USC 569a-1 et
seq.) By (a) consulting with the State Historic Preservation Officer as necessary, to
identify properties listed in or eligible for inclusion in the National Register of Historic
Places that are subject to adverse effects (see 36 CFR Part 800.8) by the activity, and
notifying the CITY of the existence of any such properties and by (b) complying with all
requirements established by the Federal grantor agency to avoid or mitigate adverse
effects upon such properties.
6.12 The CONTRACTOR agrees to fully comply with all State laws relating to public records.
SECTION XVI: CODES AND DESIGN STANDARDS
7.1
All the services to be performed by the CONTRACTOR shall in the minimum be in
conformance with commonly accepted design codes and standards, standards of the
CITY, and the regulations of any Federal and/or State and/or regulatory agencies.
7.2
The CONTRACTOR shall be responsible for keeping apprised of any changing codes or
regulations, which regulations must be applied to the Work Order to be performed under
this Agreement.
CONTROLLING LAWS/VENUE/INTERPRETATION
This Agreement is to be governed by the laws of the State of Florida. Venue for any
legal proceeding related to this Agreement shah be in the Eighteenth Judicial Circuit Court in and
for Seminole County, Florida. This Agreement is the result ofbonafide arms length negotiations
between the CITY and the CONTRACTOR and all parties have contributed substantially and
materially to the preparation oftbe Contract. Accordingly, this Agreement shall not be construed
or interpreted more strictly against any one party than against any other party.
SECTION XX: FORCE MAJEURE
Neither party shall be considered in default in performance of its obligations hereunder to the
extent that performance of such obligations, or any of them, is delayed or prevented by Force
Majeure. Force Majeure shall include, but not be limited to, hostility, revolution, civil
commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation,
regulation, or ordinance or other act of government, or any act of God or any cause whether of
the same or different nature, existing or future; provided that the cause whether or not
enumerated in this Section is beyond the control and without the fault or negligence of the party
seeking relief under this Section.
SECTION XXI: EXTENT OF AGREEMENT
This Agreement, together with the Exhibits and applicable purchase order(s) constitute the entire
Agreement between the CITY and the CONTRACTOR and supersede all prior written or oral
understandings in connection therewith. This Agreement may only be amended, supplemented or
modified by a formal written amendment. Any alterations, amendments, deletions, or waivers of
the provisions of this Agreement shall be valid only when expressed in writing and duly signed by
the parties.
Written notice requirements of this Agreement shall be strictly construed and such requirements
are a condition precedent to pursuing any rights or remedies hereunder. The CONTRACTOR
agrees not to claim any waiver by CITY of such notice requirements based upon CITY having
actual knowledge, implied, verbal or constructive notice, lack of prejudice or any other grounds
as a substitute for the failure of the CONTRACTOR to comply with the express written notice
requirements herein. Computer notification (e-mails and message boards) do not constitute
proper "written notice" under the terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective dates under each signature: the CITY through its City Commission taking action of the
28th day of April, 2003, and The Bon Terre Group, Inc. signing by and through its duly
authorized corporate o~cer having the full and complete authority to execute same.
CONTRAC~Q~:
(-,~/ ~'~ Si;nature
/ /
/
CITY OF SANFORD:
By:~
Signature
Title:
Title: Interim City Manager
Date: 5/23/03
Printed Name and Title: Roger Dixon, Interim City Manager
Exhibit A
Page 1 of 3
RECREATION/PARKS DEPT - Page A-1
ACERAGE
~ ~ ~~ ~ ~ · ~ ~ MOW z
~ ~ ~ ~ · ~ ~ WEEDEAT
~ ~ ~ ~ · ~ ~ EDGE
z TRIM HEDGES
~ ~ ~ ~ AND B OPE~TIONS
:' % ~ ~ COST~SITE FOR N
Exhibit A
Page 2 of 3
RECREATION/PARKS DEPT - Page A-2
~ ~ ~ ~ ~ ~ ~ TRASH/LI~ER
~ ~ ~ ~ ~ ~ ~ FIRE ANT CONTROL
~ ~ } ~ ~ ~ ~ ~ ~' ~ TOTAL TJME~RNEEDEOpER SITE'N
~ ~ ~ ~ 0 ~ OPERATIONS
~ ~ ~ ~ ~ COST~SlTE
~ g ~ ~ OPERATIONS
Exhibit A
Page 3 of 3
RECREATION/PARKS DEPT - Page A-3
~ ~ ~ ~ ~oZ> ~ TOTAL TIME~R NEEDED
~ ~ ~ ~ ~ COST~SITEFORWAND
~ % ~ ~ ~ ~ TOTAL TIME~R NEEDED
~ ~ ~ ~ ~ PER S(TE- N OPERATIONS