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1248 Richard Closson Lake Monroe ShorelineG )0, AGREEMENT BETWEEN RICHARD D. CLOSSON, fl AND CITY OF SANFORD RELATING TO TRASH AND DEBRIS REMOVAL — LAKE MONROE SHORELINE THIS AGREEMENT is made and entered into this T 8 " day of OoVQ . , 2008, by and between RICHARD D. CLOSSON 11, an individual doing business in Florida as a sole proprietor, whose address is 2040 Terrace Boulevard, Longwood, Florida, 32779, hereinafter called the "CONTRACTOR" and THE CITY OF SANFORD, a municipal corporation of the State of Florida, whose physical address is City Hall, 300 N. Park Avenue, Sanford, Florida 32771, hereinafter called the "CITY." WITNESSETH. WHEREAS, the CITY desires to retain the services of a competent and qualified contractor to provide shoreline trash and debris removal along the shoreline of Lake Monroe as determined to be needed by the CITY within areas of concern to the City which are generally located from the Western City Limits of the CITY on State Road 600 (North United States Highway 17/92) to Mellonville Avenue including, but not limited to, areas such as the area West of Memorial Park, the West Marina basin, the Northshore Recreation area on Marina Island, the East Marina basin and the East Marina breakwater wall; and WHEREAS, the CITY has requested and received expressions of interest for the retention of services of contractors in accordance with its policies; and WHEREAS, the CONTRACTOR is competent and qualified to furnish the desired services, as an independent contractor with no rights of an employee of the CITY in any manner or respect, according to the terms and conditions stated herein and has made statements and assertions to the CITY to that effect, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, the CITY and the CONTRACTOR agree as follows: SECTION 1. SERVICES. (a). The CITY hereby retains the CONTRACTOR to furnish trash and debris cleanup services along the shoreline of Lake Monroe within the aforementioned areas of concern to the CITY. (b). The CONTRACTOR'S monthly management services include, but are not limited to, the following: (1). Removal of non - vegetative debris and trash floating near or on the shoreline. (2). Removal of dead wildlife, fish, etc., that have or are likely to wash upon the shoreline. (3). Provide the CITY with immediate reports of difficulties encountered in performing services, to include, but not be limited to, observed vandalism or damages, damages caused by CONTRACTOR personnel, and other public health, safety and welfare issues. (4). Emergency "call back" services. Two "call backs" are included in the monthly compensation and additional "call back" services and special need situations (such as involving storm damage) will be negotiated using the unit pricing as a normative rate of compensation. (5). Provide the CITY with monthly service and inspection reports in a written form acceptable to the CITY. The report shall include, but not be limited to, the types and amounts of debris removed during the month. (c). No claim for services furnished by the CONTRACTOR not specifically provided for herein shall be honored by the CITY and in providing all services pursuant to this Agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereafter adopted. Two (2) shoreline cleanups shall be provided by the CONTRACTOR to the CITY each month. SECTION 2. TERM. This Agreement shall take effect on the date of its execution by the CITY and shall run for a period of one (1) year and, at the sole option of CITY, may be renewed annually thereafter. Expiration of a term of Agreement shall have no effect upon Work Orders issued pursuant to this Agreement and prior to the expiration date. Obligations entered therein by both parties shall remain in effect until completion of the work authorized by the Work Order. Page 3 SECTION 3. AUTHORIZATION FOR SERVICES. Authorization for performance of services by the CONTRACTOR under this Agreement shall be in the form of a Notice To Proceed to commence the routine monthly services under Section 1(b) and by written Work Orders issued and executed by the CITY and signed by the CONTRACTOR with regard to additional work. A sample Work Order is attached hereto as Exhibit "A." Each Work Order shall describe the services required, state the dates for commencement and completion of work and establish the amount and method of payment. The Work Orders will be issued under and shall incorporate the terms of this Agreement. The CITY makes no covenant or promise as to the number of available projects nor that, the CONTRACTOR will perform any project for the CITY during the life of this Agreement. The CITY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by the CITY to be in the best interest of the CITY to do so. SECTION 4. TIME FOR COMPLETION. The services to be rendered by the CONTRACTOR shall be commenced, as specked in such Work Orders as may be issued hereunder, and shall be completed within the time specified therein. SECTION 5. COMPENSATION. The CITY agrees to compensate the CONTRACTOR the sum of FIVE HUNDRED AND 00 /100THS DOLLARS ($500.00) for each month of service under this Agreement. SECTION 6. PAYMENT AND BILLING. Payments shall be made by the CITY to the CONTRACTOR once monthly. Each Work Order shall be invoiced separately. The original invoice shall be sent to: The City of Sanford Attn.: Accounts Payable Post Office Box 1788 Sanford, Florida 32772 -1788 Payment shall be made after review and approval by the CITY within thirty (30) days of receipt of a Page 4 proper invoice from the CONTRACTOR. Approval shall not occur until all services performed are documented and the monthly report for the month of service is received and approved by the CITY. SECTION 7. RESPONSIBILITIES OF THE CONTRACTOR. The CONTRACTOR shall be responsible for the quality, competence, methodology, accuracy and the coordination of all services and 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 nor of any cause of action arising out of the performance of this Agreement and the CONTRACTOR shall be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY caused by the CONTRACTOR'S negligent or wrongful performance of any of the services furnished under this Agreement. SECTION 8. TERMINATION. The CITY may, by written notice to the CONTRACTOR, terminate this Agreement or any Work Order issued hereunder, in whole or in part, at any time, either for the CITY'S convenience or because of the failure of the CONTRACTOR to fulfill its Agreement obligations. Upon receipt of such notice, the CONTRACTOR shall immediately discontinue all services affected unless the notice directs otherwise. The rights and remedies of the CITY are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. SECTION 9. AGREEMENT AND WORK ORDER IN CONFLICT. Whenever the terms of this Agreement conflict with any Work Order issued pursuant to it, the Agreement shall prevail. SECTION 10. EQUAL OPPORTUNITY EMPLOYMENT. 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, disability, or national origin and will take steps to ensure that applicants are employed, and employees are treated during employment, without regard to race, color, religion, sex, age, disability, or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; Page 5 rates of pay or other forms of compensation; and selection for training, including apprenticeship. SECTION 11. CONFLICT OF INTEREST. The CONTRACTOR agrees that it will neither take any action nor engage in any conduct that would cause any CITY employee to violate the provisions of Chapter 112, Florida Statutes, relating to ethics in government. SECTION 12. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise encumbered, under any circumstances, by the parties hereto without prior written consent of the other party and in such cases only by a document of equal dignity herewith. SECTION 13. SUBCONTRACTORS. In the event that the CONTRACTOR, during the course of the work under this Agreement, requires the services of any subcontractors in connection with services covered by this Agreement, the CONTRACTOR must first secure the prior express written approval of the CITY. If subcontractors are required in connection with the services covered by this Agreement, CONTRACTOR shall remain fully responsible for the services of subcontractors. SECTION 14. INDEMNIFICATION OF CITY /INSURANCE. The CONTRACTOR agrees, for the consideration set forth herein, to hold harmless, indemnify, and defend the CITY, its commissioners, officers, employees, and agents against any and all claims, losses, damages or lawsuits for damages, including but not limited to attorney's fees and other legal costs, arising from, allegedly arising from or related to the provision of services hereunder by the CONTRACTOR. 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 order to ensure the above indemnification, the CONTRACTOR agrees to provide the CITY with such insurance coverages as may be deemed necessary by the CITY in accordance with its policies and as approved by the CITY after submission of certificates of insurance and copies of operators licenses as required in the procurement documents issued by the CITY. SECTION 15. DISPUTE RESOLUTION. The parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary Page 6 mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. SECTION 16. REPRESENTATIVES OF THE CITY AND THE CONTRACTORINOTICES. (a). It is recognized that questions in the day - to-day conduct of performance pursuant to this Agreement will arise. The CITY, upon request by the CONTRACTOR, shall designate in writing and shall advise the CONTRACTOR in writing of one (1) or more of its employees to whom all communications pertaining to the day - today conduct of this Agreement shall be addressed. The designated representative shall have the authority to transmit instructions, receive information and interpret and define the CITY'S policy and decisions pertinent to the work covered by this Agreement. (b). The CONTRACTOR shall, at all times during the normal work week, designate or appoint one or more representatives of the CONTRACTOR who are authorized to act in behalf of and bind the CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep the CITY continually and effectively advised of such designation. (c). Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered or certified United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last specified and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice, to-wit: FOR THE CITY: Marc Hultin Parks and Grounds Operations Manager Department of Public Works City Hall 300 N. Park Avenue Sanford, Florida 32771 FOR THE CONTRACTOR: Page 7 Richard D. Closson II 2040 Terrace Boulevard Longwood, Florida, 32779 SECTION 17. PUBLIC RECORDS LAW. CONTRACTOR acknowledges CITY'S obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. SECTION 18. EXTENT OF CONTRACT. This Agreement, together with the Exhibit hereinafter identified and listed, constitute the entire agreement between the CITY and the CONTRACTOR, and supersedes all prior written or oral understandings and connection therewith. This Agreement may only be amended, supplemented, or modified by a formal amendment. The Exhibit made part of this Agreement is: Exhibit "A" Work Order Form. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below written for execution by the CITY. WITNESSES: ATTEST: NET DOUGHERTV Clerk to the City Commission Sanford, Florida. RICHARD D. CLOSSON II By: RICHARD D. CLOSSON II Date: brl�' CITY OF SANFORD, FLORIDA By: — L�A ' A-", SHERMAN YEH , ity Manager Date: I A51 -UpIR Page 8 Lake Monroe Shoreline Trash Debris Removal Scope of Service 10 -24 -07 I. MONTHLY TRASH MANAGEMENT SERVICES 1. Monthly service inspections of the Lake Monroe shoreline from the western city limits on SR600 (North 17 -92) to Mellonville Ave including but not limited to: the area west of Memorial Park, the West Marina basin, the Northshore Recreation area on Marina Island, East Marina basin and the East Marina breakwater wall. 2. THESE MONTHLY MANAGEMENT SERVICES INCLUDE, BUT ARE NOT LIMITED TO: • Removal of non - vegetative debris & trash floating near and on the shoreline. • Removal of dead wildlife, fish etc. that have or will wash up on the shoreline. • Submission of written monthly service and inspection reports. • Emergency callback - (up to 2 services per month are provided at the unit price.) If more than two (2) services are required, additional services will be provided at the unit price per additional service. Special needs situations ie: storm damage / debris removal will be negotiated as needed. • Contractor shall promptly report to the designated City representative, any problems encountered, including any damage by contractor's staff, vandalism, etc. • Guarantee of performance of work must be provided in a satisfactory manner to the City. II. COORDINATION/REPORTING; The Contractor(s) shall coordinate with each respective department representative for each monthly service(s) Written notification shall be given monthly by the Contractor to the Parks and Ground Division concerning types and amounts of debris removed. EXHIBIT "A" WORK ORDER FOR TRASH AND DEBRIS REMOVAL — LAKE MONROE SHORELINE WORK ORDER NO.: PURCHASE ORDER NO.: (For billing purposes only, to be assigned by CITY after execution.) WORK ORDER NO.: PROJECT: TRASH AND DEBRIS REMOVAL — LAKE MONROE SHORELINE CITY: SANFORD, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA CONTRACTOR: RICHARD D. CLOSSON II Execution of the Work Order by CITY shall serve as authorization for the CONTRACTOR to provide for the above monthly services under that certain Agreement of , 2008 between the CITY and the CONSULTANT for the month of 200_ The CONTRACTOR shall provide said services pursuant to this Work Order, its attachments and the above - referenced Agreement, which is incorporated herein by reference as if it had been set out in its entirety. Whenever the Work Order conflicts with said Agreement, the Agreement shall prevail. Payment to the CONTRACTOR shall be made by the CITY in strict accordance with the payment terms of the above - referenced Agreement. It is expressly understood by the CONTRACTOR that this Work Order, until executed by the CITY, does not authorize the performance of any services by the CONTRACTOR and that the CITY, prior to its execution of the Work Order, reserves the right to authorize a party other than the CONTRACTOR to perform the services called for under this Work Order if it is determined that to do so is in the best interest of the CITY. IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on this day of , 2008, for the purposes stated herein. Page 8 WITNESSES: RICHARD D. CLOSSON II Bw RICHARD D. CLOSSON II Date: ATTEST. JANET DOUGHERTY Clerk to the City Commission Sanford, Florida. CITY OF SANFORD, FLORIDA By: TOM GEORGE, Director Department of Public Works /Parks and Ground Operations Date: Page 9