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2268 PBA 20/21-01 Jani King (piggyback) janitorial svcs for Fire DeptPURCHASING TRANSMITTAL MEMORANDUM To: City Clerk/Mayor RE: PBA 20/21-01 Jani King janitorial services for the Fire Department The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order _ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond ❑ Safe keeping (Vault) ❑ Ordinance ❑ Deputy City Manager ❑ Performance Bond ❑ Payment Bond ❑ Resolution ❑ City Manager Signature ❑ ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Once completed, please: L7 Return originals to Purchasing- Department ❑ Return copies 1-1 Special Instructions: Below 50k, COI attached L.i,,� 13oja4z.4ev- From SharePoint_Finance_Purchasing_Porms - 2018.doe ND 1 �u -w-LD Date DAZSER-ORS Corporation, a Florida corporation, d/b/a Jani-King of Orlando Piggyback Contract (PBA 20/21-01) Relating Fire Department Janitorial Services The City of Sanford ("City") enters this "Piggyback" Contract with DAZSER-ORL Corporation, a Florida corporation, d/b/a Jani-King of Orlando, whose principal corporate address is 2469 Sunset Point Clearwater, Florida 33765 and local address is 1801 Sandy Creek Lane, Suite 200, Orlando, Florida 32826, (hereinafter referred to as the "Vendor"), under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with the River to Sea Transportation Planning Organization, said contract being identified as the "River To Sea Transportation Planning Organization Agreement For Janitorial Services", as may have been amended from time -to -time, in order for the Vendor to provide an array of janitorial services and related goods and services to the City as the City may deem desirable under the provisions of this Contract (the original contract being referred to herein as the "original government contract"). (2). The original government contract documents are incorporated herein by reference and is attached as Exhibit "A" to this Contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Vendor in __ _ 11Page accordance with City policies and procedures for particular goods and services. All pricing shall be F.O.B., City Hall, City of Sanford with most favored nation pricing. (3). Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: (a). Time Period ("Term") of this Contract: (state N/A if this is not applicable). N/A. Notwithstanding any provisions of the original government contract, however, this Contract shall not be operative for a period of time exceeding 5 years. (b). Insurance Requirements of this Contract: N/A. (c). Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N/A. (d). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is: Ms. Marisol Ordonez Purchasing Manager Finance -Purchasing Division City of Sanford Post Office Box 1788 Sanford, Florida 32772 Phone: 407.688.5028 E-mail address: Marisol.Ordonez@Sanfordfl.gov _ 2 lPage (e). Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. (f). Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non-binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (g). All the goods and services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. (h). (I). IF THE CONTRACTORIVENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S 3)Paga RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-50122 TRACI HOUCHIN, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 327713 TRACI.HOUCHIN@SANFORDFL.GOV. (II). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Vendor must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Vendor upon termination of the contract and destroy _ _ _4 1 P a_g e any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (I11). If the Vendor does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (IV). Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. (i). All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered the date last set forth below or, in the event that the Vendor fails to date, the date of execution by the City. Attest: Attest: John Anderson Regional Director Attest: \�ALCWG Traci Pr-mr-hin ('it ('Iorle RAW. 17(r?hA DAZSER-ORL Corporation, a Florida corporation, d/b/a /b/a Jani-King Of Orlando. Stephen E. Roesch, President Date: 9/16/2020 City OfAanford to A IA t Approved as to form and legal sufficiency.`` William L do'iber"t City Attorney 61 Page Exhibit "A" [Attach original government contract] RIVER TO SEA TRANSPORTATION PLANNING ORGANIZATION AGREEMENT FOR JANITORIAL THIS AGREEMENT made and entered into thiIs 14 day of J efliu8iey, 2020 by and between the River to Sea Transportation Planning Organization, an agency of the State of Florida organized and operating pursuant to Seddon 339.175, Flodda St6tutes, whose :address is 2570.11Vest International Speedway Boulevara suite: Daytona 100, Da ha Beadh, Florida 32114., hereinafter referred to as the "TPO", and DAZSER RL-Corporationd/ba Jani-King of Orlando, whose principal corporate address is 2469 Sunset Point ClearWater Florida 33765 and local address rpss - I I s 1.801 Sandy Creek Lane, 8.0le 200, Orlando, /Florida -32.826, hereinafter- referred to as the'WNTRACTO R" .The.TPO-and the CONTRACTOR are collectively rqfbrrpO to herein at -the Parties. WITNESSETH: WHEREAS, the TPO desires to retain the CONTMCT R for the work identified in theroid anOfor,proposal.specificadis outlined n the TPO's ptocurom-rit-activides; and. WHI#115M, the CONTRACTOR hereby warrants and represerits - to the TPO that itis competent a.ndothq sea.6i.at.oproyidehloh.quality.tervl6E�sto.t I he TP.O* and WHEREAS, -oil TPO promulgated bid documentspertaining-mW procurement activities relating to this matter and all submissions submitted '4the ObNTRACT0R in the proposal submitted to the, TPO are herelpyfin 0:rpqrated herein, to the extent not inconsistent ricorisistent with'th terms and conditions herein; itiong 68 set hot and WHEREAS, the TPO ddilros to . retain the CONTRACTOR R . ACTOR to .prov.ide all %oI abqr, materials, 6quipment, facilities and services In accordance with; '66ih6tlimited t the provisions s6t.forth in the Scope of Services (Exhibit "A"); and WHEREAS, the CONTRACTOR recognizes the importance to the publico'f strict adherence to all laws, tuleisand regulations With particularregard to -s pfqtydu and proce re process. - NOW, THEREFORE, in consideration of the MUtUalbovenants and agreerneRts hereinafter contained and I other good and valuable considetatidn - the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: SECTION 1: GENERAL PROVISIONS.. (a). The term "CONTRACTOR" as used In this Agreement is hereby defined ned herein as that person or entity, including employees, servants, partners; principalsi. agents and assignees providing services under thisAgreorhent. (b). The CONTRACTOR acknowledges that the TPO may retain other service providers to provide the same services for TPO projects.. The CONTRACTOR acknowledges that the TPO, at the TPO's option may r.eqtAest proposals from the Page 1 of 28 CONTRACTOR and the other service providers for..TPO projects. The TPO reserves the right to select which service provider shall provide services for the TPO. I (c). The CONTRACTOR agrees to provide and ensure coordination between services providers. (d). The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the parties have relied. (e). 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. The persons executing this Agreement for the CONTRACTOR certify that they are authorized to bind the CONTRACTOR fully to the terms of this Agreement. (f). 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. (g). When the term "law" is used 'herein, said -phrase shall include statutes, codes, rules and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction. (h), The "CONTRACTOR hereby guarantees the TPOthatall work and all material, supplies, services and �equlpment meetthe requirements, specifications and standards as provided for under the Federal Occupations Safety and Health Act of 1970, from time -to -time amended and in force on the date hereof. W. The CONTRACTOR (including, but not limited to, franchise owners) are independent contractors and are not and will not be.employees or agent of the TPO during the term of this Agre*ement..,The -CONTRACTOR including,,but not limited to, franchise owners and employees) are not within the protection or coverage of the TPO's workers compensation insurance. No withholding of Social Security contributions, Federal'or State income taxes, any other tax or other deductions will be made from the sums paid by the TPO for this Agreement. Persons employed by the CONTRACTOR in the provision and performance of the services and functions pursuant to this Agreement shall have no claim to pension, , unemployment compensation, civil service or other employee rights or privileges granted to the TPO's officers and employees either by operation of law or by the TPO. (k). No claim for services furnished by the CONTRACTOR not specifically provided for herein shall be honored by the TPO. SECTION 2: SCOPE OF SERVICES. (a). The CONTRACTOR shall provide the services as generally set forth, described in Exhibit "A" to this Agreement. Page 2 of 28 (b). The CONTRACTOR shall safely, diligently, and in a professional and timely manner perform, with its own equipment and assets, and provide services included in this Agreement. (c). Unless modified in writing by the parties hereto, the duties of the CONTRACTOR snail not be construed to exceed the provision of the services pertaining to this Agreement. SECTION. 3: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED; RESPONSIBILITIES. (a). , Execution of this Agreement by the CONTRACTOR is a representation that the CONTRACTOR is familiar with the services to be provided and/or 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. The C ONTRACTOR. has informed the TPO, and hereby represents to the TPO, that it has extensive, experience in performing and providing the services described in this Agreement and that it is well acquainted with the work conditions. 0). The CONTRACTOR shall be responsible for the professional quality, accepted standards, technical. accuracy, -neatness of appearance of employees, employee tconduct, safety, and the coordination of all services fumished by the CONTRACTOR under this Agreement as. well as the conduct of its staff, personnel, employees and agents. (c). The rights and remedies of the TPO, provided for under this Agreement, are in addition to any other rights and remedies provided by law. Time is of the essence in the performance of all services provided by the CONTRACTOR under the terms of this Agreement. SECTION 4. TPO RIGHTS AND RESPONSIBILITIES. (a). The TPO shall reasonably cooperate with the CONTRACTOR in a timely fashion at no cost to the CONTRACTOR as set forth in this Section. (b). - The TPO shall furnish a TPO representative, as appointed by the designated representative to administer, review and coordinate the provision of services. (c). The TPO shall examine all of the CONTRACTOR's services and indicate the TPO's approval or disapproval within a reasonable time. (d). The TPO shall give written notice to the CONTRACTOR whenever the TPO's designated representative knows of a development that affects the services provided and performed under this Agreement, timing of the CONTRACTOR's provision of services, or a defect or change necessary in the services of the CONTRACTOR. Page 3 of 28 (e). The rights and remedies of the TPO provided for under this Agreement are in addition to any other rights and remedies provided by law. The TPO 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 as well as the adjustment of payments- made to the CONTRACTOR based upon the quality of work of the CONTRACTOR. (f). The TPO 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- of this Agreement or the responsibilities of the CONTRACTOR in carrying g out the duties and responsibilities deriving from this Agreement. The failure of the TPO to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any eight or privilege granted to the TPO hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. (h). Neither the TPO's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as awaiver of any rights under this :Agreement, nor or any cause of f action arising out of the performance of this Agreement and the CONTRACTOR shall, be and always remain liable to the TPO in accordance with applicable- law for any and all damages to the TPO or the public caused by `the CONTRACTOR's negligent or wrongful provision or performance of any of the services furnished under this Agreement. SECTION 5: COMPENSATION. - (a). For the services set forth in Exhibit "A" of this Ag reement, the CONTRACTOR shall be 1paid the sum of: three, hundred and seventy-five and no/100thsdollars ($375.00) per month. The amount may periodically be adjusted up or down, based on changes in the Consumer Prices Index for All Urban Consumers (6% aggregate maximum) and/or minimum wage laws,: but never more than once a year. All increase will be made only with written approval of the TPO . All proposed increases will be delivered to'thd TPO prior to the begining of the new contract year and only effective once agreed to by the TPO in writing: (b). There are no reimbursable 'expenses to be paid to the CONTRACTOR except as specifically set forth herein. Page 4 of 28 SECTION 6: INVOICE PROCESS. X (a). Invoices, which are in an acceptable form to the TPO and, without disputable items, which are received by the TPO, will be processed for payment within thirty (30) days of receipt by the TPO. (b). The CONTRACTOR will be notified of any disputable items contained in invoices submitted by the CONTRACTOR within fifteen (15) days of receipt by the TPO with an explanation of the deficiencies. (c). The TPO and the CONTRACTOR will make every effort to resolve .all disputable items contained in the CONTRACTORs invoices. (d). Each invoice shall reference this Agreement and billing period. (e). The Florida Local Government Prompt Payment Act shall apply when applicable. A billing period represents the dates in which the CONTRACTOR completed services referenced in an invoice. (f). Invoices shall be forwarded directly to: Julie Adamson Chief Financial Officer River to Sea Transportation Planning Organization 2570 West International Speedway Boulevard Suite 100 Daytona Beach, Florida 32114 SECTION 7: COMMENCEMENTIIMPLEMENTATION; TERM. (a). The CONTRACTOR shall commence the provision of services as described in this Agreement upon execution of this Agreement by the TPO. Payment for services shall be prorated for the initial partial month as may be necessary. (b). The initial term of this Agreement shall be for a period ending January 31, 2023. (c). After the initial term, this Agreement shall be automatically renewed on an annual basis for a maximum of two (2) years for periods commencing on February 1 of each year subject to the option of the TPO. If the CONTRACTOR demonstrates a material change in wages or the costs of materials, it may seek a modification in the compensation at the time of a renewal; provided, however, that the sole remedy that the CONTRACTOR may exercise if the TPO does not agree with the continuing rate of compensation is providing the TPO With a written notice of termination, sixty (60) days prior to the automatic renewal. Page 5 of 28 (d). Should the TPO not wish to not have this Agreement automatically renewed, the TPO shall provide written notice sixty (60) days prior to the automatic renewal. Further, should the TPO not renew its current lease for its current offices, the TPO may terminate this Agreement effective March 31, 2023 by providing the CONTRACTOR with such notice as the TPO may be able to provide under the circumstances. SECTION 8: DESIGNATED REPRESENTATIVES. (a). The TPO designates the TPO Chief Financial Officer to represent the TPO in all matters pertaining to and arising from the work and the performance of this Agreement. (b). The TPO's designated representative, shall examine the services provided by the CONTRACTOR and render decisions Indicating the TPO's approval or disapproval. (c). Until further notice from the TPO, the designated representative for this Agreement is: Julie Adamson Chief Financial Officer River to Sea Transportation Planning Organization 2570 West International Speedway Boulevard, Suite 100 Daytona Beach, Florida 32114 (d). The CONTRACTOR's designated representative is: Stephen E. Roesch President DAZSER-ORL Corporation 2469 Sunset Point Road Clearwater, Florida 33765 SECTION 9: TERMINATION/SUSPENSION OF AGREEMENT. (a). The TPO may terminate this Agreement for convenience at any time or this Agreement for any one (1) or more of the reasons as follows: (1). If, in the TPO's opinion, adequate services are not being'provided by the CONTRACTOR; or (2). If, in the TPO's opinion, the quality of the services provided by the CONTRACTOR is/are not in conformance with commonly accepted professional standards, standards of the TPO, and the requirements of Federal and/or State regulatory agencies, and the CONTRACTOR has not corrected such deficiencies in a timely manner as reasonably determined by the TPO; or Page 6 of 28 (3). The CONTRACTOR or any employee or agent of the CONTRACTOR is indicted or has a direct charge, issued against him/her for any crime arising out of or in conjunction with any work that has been performed by the CONTRACTOR; or (4). The CONTRACTOR becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or . (5). The CONTRACTOR has a lapse in the insurance coverages required by Section 17 of this Agreement. (5). The CONTRACTOR violates, the Standards of Conduct provisicins herein or any provision of Federal, State or local.law or any provision of the TPO's Code of Conduct. (b). In the event of any of the causes. described in this Section, the TPO's designated representative may send a certified letter to the CONTRACTOR requesting that the CONTRACTOR show cause why the Agreement should not be terminated. If assurance satisfactory to the TPO of corrective measures to be made within a reasonable time is not given to the TPO within seven (7) calendar. days of the date of the letter, the TPO may consider the CONTRACTOR to be in default, and may then immediately terminate this Agreement in progress under this Agreement.- The CONTRACTOR has a fifteen (15) day period. (Cure Period) _ to cure -defects to the TPO's, reasonable satisfaction. If defects are not cured within this period, the TPO may terminate this Agreement with written notice. -if the CONTRACTOR does not receive written notice..to the contrary during the Cure Period, all defects shall be deemed cured. (c). In the event that this Agreement is terminated for cause and it is later determined that the cause does not exist, then this Agreement shall be deemed terminated for convenience. by the TPO and the TPO shall have the right to so terminate this Agreement without any recourse by the .CONTRACTOR: SECTION 10: TERMINATION BY CONTRACTOR FOR CAUSE. (a). The CONTRACTOR may terminate this Agreement only if -the TPO fails to pay the CONTRACTOR in accordance with this Agreement. (b). In the event of the cause described in Subsection (a), the CONTRACTOR shall send a certified letter requesting that the TPO show'cause why the Agreement should not be terminated. If adequate assurances are not given to the CONTRACTOR within fifteen (15) days of the receipt by the TPO of said show cause notice, then the CONTRACTOR may consider the TPO to be in default, and may immediately terminate this Agreement. The CONTRACTOR may terminate this Agreement with thirty (30) day written notice. If the CONTRACTOR terminates this Agreement, the CONTRACTOR does not waive any other applicable provisions. SECTION 11: TERMINATION BY THE TPO WITHOUT CAUSE. Page 7 of 28 (a). Notwithstanding any other provision of this Agreement, the TPO shall have the right at any time to terminate this Agreement in its entirely without cause, if such termination is deemed by the TPO to be in the public interest, in writing of deficiencies or default in the performance of its duties under the Agreement and the CONTRACTOR shall have ten (10) days to correct same or to request, in writing a hearing. (b). Failure of the CONTRACTOR to remedy said specified items of deficiency or default in the notice by either the TPO's designated representative within ten (10) days of receipt of such notice of such decisions, shall result in the termination of the Agreement, and the TPO shall be relieved of any and all responsibilities and liabilities under the terms and provisions of the Agreement. (c). The TPO shall have the right to terminate this Agreement without cause with a sixty (60) day written notice to the CONTRACTOR. The TPO reserves the right to terminate any Agreement for cause with a five (5) day written notice to the CONTRACTOR. Notice shall be served to the parties as specified in the Agreement. (d).. In the event that this Agreement is terminated, the TPO shall identify any specific services to be continued to completion pursuant to the provisions of this Agreement.- (e). greement.(e). In the event that, after the TPO'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. SECTION 12: PAYMENT IN THE EVENT OF TERMINATION, t In the event this Agreement, is terminated or canceled prior to final completion without cause, payment:for the 'unpaid portion of the services provided by the CONTRACTOR through the date of termination, and any additional services, shall be paid to the CONTRACTOR. The TPO agrees to pay a service charge equal to one (1) month of service if this Agreement is terminated before the end of the initial term ending on January 31, 2023 for any reason other than for not complying with Section 9. SECTION 13: ACTION FOLLOWING TERMINATION. Upon receipt of notice of termination given by either party, the tenninated party shall promptly discontinue the provision of all services, unless the .notice provides otherwise. SECTION 14: SUSPENSION. (a). The performance or provision of the CONTRACTOR's services under this Agreement may be suspended by the TPO at any time. (b). In the event the TPO suspends the performance or provision of the CONTRACTOR's services hereunder, the TPO shall so notify the CONTRACTOR in Page 8 of 28 writing, such suspension becoming effective within seven (7) days from the. date of mailing, and the TPO 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 TPO, shall thereafter have no further obligation for payment to the CONTRACTOR for the suspended provision Of services unless and until the TPOs designated representative notifies the CONTRACTOR- in writing that the provision of the services of the CONTRACTOR called for hereunder are to be resumed -by the CONTRACTOR. (c). Upon receipt of written notice from the TPO that the CONTRACTOI`Vs provision of services hereunder are to be resumed, the CONTRACTOR shall continue to provide the services to the TPO. SECTION 15: EQUAL OPPORTUNITY EMPLOYMENTINON- 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 ensure 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; layoff or termination; rates of pay or theirforms or compensation; and selection for training, including apprenticeship. The CONTRACTOR, moreover, shall comply with all the, requirements as imposed by the Americans with Disabilities Act and the Americans with Disabilities Amendment Act, the regulations of the Federal government issued thereunder, -and any and all requirements of Federal or -State law related thereto. SECTION 16: INDEMNITY AND. INSURANCE. (a). To the fullest extent permitted by law, the CONTRACTOR shall indemnify, hold harmless and defend the TPO, its agents, servants, officers, officials and employees, or any of them, from and against any and 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 costs incurred for expert witness testimony, arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the CONTRACTOR, its agents, servants, officers, officials, employees, or subcontractors. Additionally, the CONTRACTOR accepts responsibility for all damages resulting in anyway related #o the performance of work. ' (b). 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. Page 9 of 28 (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the TPO as set forth in Section 768.28, Florida Statutes. (d). In claims against any person or entity indemnified under this Section by an employee of the 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 Section shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or its agents or subcontractors, under Workers Compensation acts, disability benefit acts, or other employee benefit acts. (e). The execution of this Agreement by the CONTRACTOR shall obligate the CONTRACTOR to comply with the indemnification provision in this Agreement; provided, however, that the CONTRACTOR must also comply with the provisions of this Agreement relating to insurance coverages. .(f). The CONTRACTOR shall submit report to the TPO within twenty-four(24) hours of the date of any incident resulting in damage or which is reasonably likely to result in a claim of damage. SECTION 17, INSURANCE: (a),: The CONTRACTOR shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with ei Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the TPO and with only such -terms and conditions as maybe acceptable to the TPO: (1). Workers Compensation/Employer Liability:. The CONTRACTOR shall provide Worker's Compensation for all -employees. The limits will be statutory limits for Workers Compensation insurance. (2). Comprehensive General Liability: The CONTRACTOR will provide coverage for all operations including, but not limited to, contractual, products, complete operations, and personal injury. The limits will not be less than Combined Single Limit (CSL) or its equivalent. Comprehensive Automobile Liability: The CONTRACTOR shall provide complete coverage for owned and non -owned vehicles for limits not less than $1,000,000 CSL or its equivalent. (b). All insurance other than Workers Compensation to be maintained by the CONTRACTOR shall specifically include the TPO as an additional insured. (c). The CONTRACTOR shall provide Certificates of Insurance to the TPO evidencing that all such insurance is in effect prior to work being performed under this Agreement. These Certificates of Insurance shall become part of this Agreement. Neither approval by the TPO nor failure to disapprove the insurance furnished by a Page 10 of 28 CONTRACTOR shall relieve the CONTRACTOR of the CONTRACTOR's full responsibility for performance of any obligation including the CONTRACTOR's indemnification of the TPO under this Agreement. If; during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best's Rating and Financial Size Category, the CONTRACTOR -shall, as soon as the CONTRACTOR has knowledge of any such circumstance, immediately notify the TPO and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as the CONTRACTOR has replaced the unacceptable insurer with insurance acceptable;to the TPO, the CONTRACTOR shall be deemed to be in default of this Agreement. (d). The insurance coverage shall contain a provision that requires that prior to any changes in the, coverage, except increases in aggregate coverage, -thirty (30) days prior notice will be given to the TPO by submission of a new Certificate of Insurance. . (e), The CONTRACTOR shall furnish Certificate of Insurance directly to the TPO's designated representative. The certificates shall clearly indicate that the CONTRACTOR has obtained insurance of the type, amount and classification required by this Agreement. (f) Nothing in this Agreement or any action relating to this Agreement shall be construed as the TPO's waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. (g). The TPO shall not be obligated or liable under the terms of this Agreement to any party other than the CONTRACTOR, There.are no third -party beneficiaries to this Agreement. (h). The CONTRACTOR is an independent CONTRACTOR and not an agent, representative, or employee of the TPO. The TPO shall have no liability except as specifically provided in this Agreement. (i). All insurance shall be primary to, and not contribute with, any insurance or self-insurance maintained by the TPO. SECTION IS: STANDARDS OF CONDUCT; (a). The CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona , fide employee working solely for the CONTRACTOR, to solicit or secure this Agreement and that the CONTRACTOR has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. Page 11 of 28 (b). The CONTRACTOR shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement or violate any laws pertaining to civil rights, equal protection or discrimination. (c). The CONTRACTOR hereby certifies that no undisclosed conflict of interest exists with respect to the Agreement, including, but not limited to, any conflicts that may be due to representation of other clients,, customers or veh dees, other contractual relationships of the CONTRACTOR, or any interest in property that the CONTRACTOR may have. The CONTRACTOR further certifies that any conflict of interest that arises during the term of this Agreement shall be immediately disclosed in writing to the TPO. Violation of this Section shall be considered as justification for immediate termination of this Agreement. (d). The CONTRACTOR shall ensure that all taxes due from the CONTRACTOR OR are paid in a timely and complete manner including, but not limited to, the local business tax. (e). If the TPO determines that any employee or representative of the CONTRACTOR is not satisfactorily, performing his/her assigned duties or is demonstrating improper conduct pursuant to any assignment or work. performed under this Agreement, the TPO shall so notify the CONTRACTOR,in writing. The CONTRACTOR shall immediately remove such employee or representative of the CONTRACTOR from such assignment. (f). The CONTRACTOR shall not publish any documents or release information regarding this Agreement to the media without prior approval of the TPO, (g) The CONTRACTOR shall certify, upon request by the TPO, that the CONTRACTOR maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes and is not a vendor that is disqualified from providing services to the TPO under any statutory provision. Failure to submit this certification may result in termination of this Agreement. (h), If the CONTRACTOR or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime or is a vendor which is otherwise prohibited from providing services to the TPO, such action may result in termination of this Agreement by the TPO. The CONTRACTOR shall provide a certification of compliance regarding the public crime requirements set forth in State law upon request by the TPO. (I). - The TPO, reserves the right to unilaterally terminate this Agreement 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 CONTRACTOR in conjunction, in any way, with this Agreement. The CONTRACTOR shall comply with the requirements of the Americans with Disabilities Act and The Americans with Disabilities Amendment Act, and any and all Page 12 of 28 related Federal or State laws which prohibits discrimination by public and private entities on the basis of disability. (k). The TPO 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, United States Code, Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA). The TPO shall consider the employment by the CONTRACTOR of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by the CONTRACTOR of the employment provisions contained in Section 274A (e) of the INA shall be grounds for immediate termination of this Agreement by the TPO. The CONTRACTOR shall utilize the United States Department of Homeland Security's E-Verify system 'to verify the employment eligibility of all new employees hired by the CONTRACTOR during the term of this Agreement. The CONTRACTOR shall expressly requite any subcontractors performing' work or providing services to likewise utilize the United States Department of Homeland Security's E-Verlfy system to verify the employment eligibility of all new employees -hired by the subcontractor during the term of this Agreement. (1). . The CONTRACTOR agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the services provided to the TPO, The CONTRACTOR agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors or the surrounding environment will ensure compliance with any and all employment safety, environmental and health laws-. (m). - The CONTRACTOR shall.ensure that all 'services are provided to the TPO after the CONTRACTOR has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents. M. The CONTRACTOR shall not engage in any action that would create a conflict of interest in the performance of that actions of any TPO employee or other person during the course of performance of, or.o.therwise related to, this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. (o). The CONTRACTOR shall conduct background checks on all employees and will ensure the same employees that have had completed background checks clean the TPO's offices. The CONTRACTOR will provide the TPO with completed background checks upon request. If there are changes to the employees that clean the TPO's offices the CONTRACTOR will notify the TPO. (o). The TPO will not employ or contract with any of the CONTRACTOR's employees, franchise owners and/or their employees/subcontractor during the term of this Agreement or Within one hundred and eight (180) days after termination. If the TPO knowingly violates tis provision, the TPO will pay one thousand and no/100ths dollars ($1,000.00) to the CONTRACTOR. Page 13 of 28 (p). The TPO recognizes feedback is important to the CONTRACTOR and agrees to provide feedback about the CONTRACTOR's performance. SECTION 19: ACCESS TO RECORDSIAUDITIPUBLIC RECORDS. (a). The CONTRACTOR agrees to fully comply with all State laws relating to public records. In order to comply with Section 119.0701, Florida Statutes, the CONTRACTOR must: (1). Keep and maintain public records required by the TPO to perform the service. (2). Upon request from the TPO's custodian of public records, provide the public with a copy of the public records requested or allow the records to be inspected or copied within a reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (3). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Agreement and following completion of this Agreement if the CONTRACTOR does not transfer the records to the public TPO. (4). Upon completion'.of this Agreement, transfer, at no cost, to the TPO all public records in possession of the CONTRACTOR or keep and maintain public records required by the TPO to perform the service. If the CONTRACTOR transfers all public records to the TPO upon completion of this Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of this Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the TPO, upon request from the TPO's custodian of publiic records, in a format that is compatible with the information technology systems of the TPO. (5). if the CONTRACTOR does not comply with a public records request, the TPO shall enforce any and all Agreement provisions in accordance with this Agreement and the CONTRACTOR shall be subject to all rights'and remedies of the CITY and the public under controlling State'law. (6). A request to inspect or copy public records relating to this Agreement must be made directly to the TPO. If the TPO does not possess the requested records, the TPO shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the TPO or allow the records to be inspected or copied within a reasonable time. Failure by the CONTRACTOR to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the TPO. The CONTRACTOR shall promptly provide the TPO with a copy of any request to inspect or copy public records in possession of the CONTRACTOR and shall promptly provide the TPO with a copy of the CONTRACTOR's response to each such request. Page 14 of 28 (b), The CONTRACTOR agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all.litigation, claims or audit -findings involving the records have been resolved and final action taken. (c). IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FL-6RI©A STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT PAMELA BLANKENSHIP; 386-226-0422 (EXTENSION 20416); EMAIL ADDRESS: PBLANKENSHIP@R2CTPO.ORG. SECTION 20: ASSIGNABILITY; SUBCONTRACTORS. (a). The CONTRACTOR shall not sublet, assign, subcontract or transfer any interest in this Agreement or part of this Agreement, or claims for the money due or to become due out of this Agreement to a bank, trust company, or other financial institution without written TPO _ approval. When approved by the TPO, written notice of such assignment or transfer shall be furnished promptly to the TPO. (b). The CONTRACTOR agrees to reasonably participate in the contractual "piggybacking" programs pertinent to Florida governments. SECTION 21: CONTROLLING LAWSNENUEIINTERPRETATION. (a). This Agreement is to be governed by the laws of the State of Florida. (b). Venue for any legal proceeding related to this Agreement shall be in the Seventh ,Judicial Circuit Court in and for Volusia County, Florida. (c). This Agreement is the result of bona fide arm's length negotiations between the TPO and .the CONTRACTOR and all parties have contributed substantially and materially to the preparation of the Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against.any other party. SECTION 22: 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, terrorism, 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. Page 15 of 28 SECTION 23: EXTENT OF AGREEMENT; INTEGRATION; AMENDMENT. (a). This Agreement, together with the exhibit, constitutes the entire integrated Agreement between the TPO and the CONTRACTOR and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein, including without limitation the exhibit hereto, constitute the full and completeagreement between the parties hereto to the date hereof, and supersedes and controls over any and all. prior agreements, understandings, representations, correspondence and statements whether written or oral. (b). This Agreement may only be amended, supplemented or modified by a formal written amendment. (c). 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 parities. SECTION 24: NOTICES. (a). Whenever either party desires to give notice unto the other,'it must be given by written notice, sent by registered 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. (b). For the present, the parities designate the following as the representative places for giving of notice, to -Wit: For the TOO: - Lois Bollenback Executive Director River to Sea Transportation Planning Organization 2570 West International Speedway Boulevard, Suite 100 Daytona Beach, Florida 32114 For the CONTRACTOR: Stephen E, Roesch President DAZSER-ORL Corporation 2469 Sunset Point Road Clearwater, Florida 33765 (c). 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 TPO of such notice requirements based upon TPO having actual knowledge, implied, verbal or constructive notice, lack of prejudice or any other grounds as a substitute for the failure of the Page 16 of 28 CONTRACTOR to comply with the express written notice requirements herein. Computer notification (e-mails and message boards) shall not constitute proper written notice. under the terms of the Agreement. SECTION 25: WAIVER. The failure of the TPO 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 TPO hereunder shall not constitute or b * e construed, as a waiver of any such provision or right and the same shall continue in force. SECTION 26: NO GENERAL TPO OBLIGATION. In no event shall any obligation of the TPO under this Agreement be or constitute a general obligation or indebtedness of the TPO, but shall be payable solely from legally available revenues and funds. SECTION 27: EXHIBITS. Each exhibit referred to and attached to this Agreement is an essential part of this Agreement. The exhibit and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are part of this Agreement. SECTION 29: CAPTIONS. The Section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or,any part thereof, or in any way affect this Agreement or construe any provision of this Agreement. SECTION 29: SEVERABILITY/CONSTRUCTION. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the. remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. I (b). Ali provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. SECTION 30: ALTERNATIVE DISPUTE RESOLUTION (ADR). (a). In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by the TPO prior to filing suit or otherwise pursuing legal remedies. Page 17 of 28 (b). The CONTRACTOR agrees that it Will file no suit or otherwise pursue legal remedies based on facfs or evidentiary materials that were not presented for consideration to the TPO in alternative dispute resolution procedures or which the CONTRACTOR had knowledge and failed to present during the TPO procedures. (c). In the event that TPO procedures are exhausted and *0 suit. is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. SECTION 31: COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one'and the same document. Page 18 of 28 f} U 1pNTt - iu avt9 b ars .- ..{riE'�iM.'t=.cif,•._.._. uaEei ��t F� 1124/2020 ! 1 + + + 24 r ' yf-� �!+ljjjf i t it r 1 � ,rJtUe d myonWIT ,,WKS, tON jowl -d reliance b€ N TPO oily, ` 80 €VIVarm and legal sufficiency . i y x;a S77. t r. +.J r {. ^arir{ c root,-.TPO Attat• Y v -noon 0,40A WE!I 1 i d r t t 1 'x PAST r Fage:1�"afi;�8 ' EXHIBIT "A" SCOPE OF SERVICES/WORK SCHEDULE Cleaning shall be conducted twice a week, which includes a touch up on Wednesday and a full cleaning on Friday after 5:00 PM. If the dates fall on a holiday, the CONTRATOR will work with the TPO on an alternative schedule. Excluded from cleaning is the server room, storage room, and the Chief Financial Officer's office when the door is closed. Cleaning Schedule 'General Cleaning: • Dust and/polish fixtures and office furniture 1 day/wk. • Clean and disinfect door knobs, light switches, telephones 1 daylwk. • Clean and sanitize drinking fountains and water cooler 1 daylwk. • Clean and polish entry glass door 1 day/wk. • Dust with long handled duster all air vents up to 10' high . Monthly • Spot clean doors, door frames, window sills and walls Monthly ; • Dust high and low shelves, picture frames and blinds Monthly • Empty recycling bins and trash cans (replace with new liners) 2 days/wk. Restrooms: • Clean wails, baseboards and partitions with germicidal solution 1 day/wk. • Clean doors 1 day/wk. • Scour to remove rust deposits and scale from. washbasins/ toilets/ urinals 1 day/wk. • Sanitize airharidles, faucets, -door plates and fixtures 2 days/wk. • Clean and disinfect washbasins/toilets/urinals 2 days/wk. • Sweep and wash all restroom floors with germicidal solution 2 days/wk. • Restock all consumable products including paper and soap 2 days/wk. • Wash all partitions/tiled and non -tiled walls/doors with germicidal solution 2 days/wk. • Clean and polish all dispensers and fixtures 2 days/wk. • Dust with long handled duster high surfaces like walls, doors and vents Monthly Kitchen/Coffee Area: • Clean and disinfect counter tops, tables, cabinets, sinks, refrigerator exterior 1 day/wk. • Vacuum entryway carpet and sweep/ vacuum hard floors 2 days/wk. • Mop and disinfect floors 1 day/wk. • Empty recycling, waste paper, and -trash (replace with new liners) 2 days/ wk. • Wipe and clean exterior and inside of microwave 2 dayslwk. • Wipe and clean countertop oven and stove 2 days/wk. Floor Work: Page 20 of 28 • Sweep corners, baseboards, and behind doors 1 day/wk. • Use putty knife to remove gum, etc. from hard finish floors 1 day/wk. • Vacuum carpet and entry mats 2 days/wk. • Dust mop all hard finish floors 2 days/wk. • Damp mop all finished floors with neutral cleaners 2 days/wk. The TPO will supply all paper products, soap, trash can liners and Kleenex All cleaning equipment, labor, and cleaning supplies and supervision shall be provided by the CONTRACTOR. Cleaning chemicals should be neutral in odor. Page 21 of 28 Page 22 of 28 EXHIBIT "B" MANDATORY TERMS AND CONDITIONS (NOT TO LIMIT ANY OTHER REQUIREMENTS OFTHIS AGREEMENT) (a). The TPO is required to comply and require its contractors and subvendors to comply with all terms and conditions of the agreements with the Florida Department of Transportation and all Federal, state, and local laws and regulations. Notwithstanding the foregoing specific references to specific provisions of law and other requirements, the CONTRACTOR shall adhere to all provisions of law required by grants to or funding of the TPO and, further. (b). 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 ensure that applicants are employed and employees are treated during employment without- regard to race, color, religion, sex, age, national origin, sexual orientation or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or 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 Disabilities Act and the Americans with Disabilities Amendment Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. Notwithstanding the generality of the foregoing, the CONTRACTOR agrees to adhere to the specific obligations set forth in this Section. (c). During the performance of this contract, the CONTRACTOR, for itself, its assignees and successors in interest agrees as follows as it pertains to Title VI Assurances: (1). Compliance with Regulations: The CONTRACTOR shall comply with the Regulations relative to nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation (hereinafter, "USDOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. (2). Nondiscrimination: The CONTRACTOR, with regard to the work performed during the contract, shall not discriminate on the basis of race, color, national origin, sex, age, disability, religion or family status in the selection and retention of subvendor, including procurements of materials and leases of equipment. The CONTRACTOR shall 'not participate either directly or indirectly in the discrimination prohibited by -section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. (3). Solicitations for subvendors, including Procurements of Materials and Equipment: In all solicitations made by the CONTRACTOR, either by competitive Page 23 of 28 bidding or negotiation for work to be performed under a subcontract, including procurements of materials or leases of equipment; each potential subcontractor supplier shall be notified by the CONTRACTOR of the CONTRACTOR's obligations under this contract and.the Regulations relative to nondiscrimination on the basis of race, color, national origin, sex, age, disability, religion or family status. (4). Information and Reports: The CONTRACTOR shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Florida Department of Transportation, the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a CONTRACTOR is in the exclusivepossession of another who fails or refuses to furnish this information the CONTRACTOR shall so certify to the Florida Department of Transportation, the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/orthe Federal Motor Carrier Safety Administration as appropriate,. and shall set forth what efforts it has made to obtain the information. (5). Sanctions for Noncompliance: In the event of the CONTRACTOR's noncompliance with the nondiscrimination provisions of this contract, the Florida Department of Transportation shall impose such contract sanctions as it or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration and/or the Federal Motor Carrier Safety Administration may determine to be appropriate, including, but not limited to: (i). Withholding of payments to the CONTRACTOR under the contract until the CONTRACTOR complies; and/or (ii). Cancellation, termination or suspension of the contract, in whole or in part. (6). Incorporation of Provisions: The CONTRACTOR shall include the provisions of paragraphs (1) through (7) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant hereto. The CONTRACTOR shall take such action with respect to any subvendor or procurement as the Florida Department of Transportation, the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. In the event a CONTRACTOR becomes involved in, or is threatened with, litigation with a sub -CONTRACTOR or supplier as a result of such direction, the CONTRACTOR may request the Florida Department of Page 24 of 28 Transportation to enter into such litigation to protect the interests of the Florida Department of Transportation, and in addition, the CONTRACTOR may request the United States to enter into such litigation to protect the interests of the United States. (7). Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act .of 1964 (42 U.S:C. S2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; the Uniform Relocation Assistance qnd Real Property Acquisition Policies Act of 1970, (42 U.S.C. S 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because, of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. S 324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. S 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; the Age discrimination Act of 1975, as amended, (42 U.S.C. S6101 et. Seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement. Act of 1982, (49 U.S.C. S 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); the Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability ,of Title VE of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition. of the terms "programs or activities" to include all of the programs or activities of the Federal-aidrecipients, sub -recipients and vendors, whether such programs or activities are Federally funded or not); Titles ll and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. SS 12131-12189) as implemented by Department of Transportation regulations at 49. C.F.R. parts 37 and 38; the Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. S 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Carder 13166, improving Access to Servicesfor Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Page 25 of 28 (d) During the performance of this Agreement, the CONTRACTOR, for itself, its assignees and successors in interest agrees as follows as it pertains to disadvantaged businesses: (1). In accordance with 49 Code of Federal Regulations Part 26.21, and the Florida Department of Transportation's Disadvantaged Business Enterprise (DBE) Program Plan, DBE participation on Federal Highway Administration -assisted contracts must be achieved through race -neutral methods. 'Race neutral' means that the TPO can likely achieve the overall DBE goal of 10.65% through ordinary procurement methods. Therefore, no specific DBE contract goal may be applied to this project. Nevertheless, the TPO is committed to supporting the identification and use of DBEs and other small businesses and encourages all reasonable efforts to do so. Furthermore, the TPO recommends the use of certified DBE's listed in the Florida Unified Certification Program (UCP) DBE Directory, who by reason of their certification are ready, willing, and able to provide and assist with the services identified in the scope of work. Assistance with locating DBEs and other special services are available at no cost through Florida Department of Transportation's Equal Opportunity Office DBE Supportive Services suppliers. More information is available by, visiting http://www.fdot.gov/equalopportunity/serviceprdviders.shtm or calling 850- 414-4750. (2). Consistent with 49 Code of Federal Regulations Part 26.13(b), the CONTRACTOR, and any and all sub -recipients or subvendors, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The CONTRACTOR shall carry out applicable requirements of 49 Code of Federal Regulations Part 26 in the award and administration of Florida Department of Transportation -assisted contracts. Failure by the CONTRACTOR to carry out these requirements is a material breach of this contract, which may result in the termination of this Agreement or such other remedy as the TPO deems appropriate which may include, but is not limited to the following: (i). Withholding monthly progress payments; (ii). Assessing sanctions; (iii). Liquidated damages; arid/or (iv). Disqualifying the contractor from future bidding as non -responsible. (e). During the performance of this Agreement, the CONTRACTOR shall for itself, its assignees and successors in interest agrees to the following: (1) A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or Page 26 of 28 consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided' in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. (2) In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. (3) An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non - responsible contractor may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the TPO. (4) Neither the 7130 nor any of its contractors and consultants or their subcontractors and subconsultants shall enter into any contract, subcontract or arrangement in connection with the Project or any property included or planned to be included in the Project in which any member, officer or employee of the MOP or the entities that are part of the TPO during tenure or for two (2) years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest is immediately disclosed to the TPO, the TPO, with prior approval of the Department, may waive the prohibition contained in this paragraph provided that any such present member, officer or employee shall not participate in any action by the TPO or the locality relating to such contract, subcontract or arrangement. The TPO shall insert in all contracts entered into in connection with the Project or any property included or planned to be included in any Project, and shall require its contractors and consultants to insert in each of their subcontracts, the following provision: "No member, officer or employee of the TPO or of the locality during his or hertenure or for 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." The provisions of this paragraph shall not be applicable to any.agreement between the TPO and its fiscal depositories or to any agreement for utility services the rates for which are fixed or controlled by a governmental agency. Page 27 of 28 (5). No member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or any benefit arising therefrom. Page 28 of 28 ,4coR0® CERTIFICATE OF LIABILITY INSURANCE 8/1/2021 DATE (MM/DD/YYYY) 8/5/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOCKTON COMPANIES CONTACT NAME: 2100 ROSS AVENUE, SUITE 1400 DALLAS TX 75201 214-969-6700 PHONE FAX AIC No): E-MAIL ADDRESS: Y N INSURERS AFFORDING COVERAGE NAIC # INSURER A: LM Insurance Corporation 33600 8/1/2021 INSURED Dazser-ORL Corporation 1378940 dba Jani-King of Orlando INSURER B: Liberty Mutual Fire Insurance Com any 23035 INSURER C: The North River Insurance Company 21105 INSURER D: Great American Insurance Company 16691 1801 Sandy Creek Lane, Ste. 200 Orlando FL 32826 INSURER E INSURER F COVERAGES DAZCO01 CERTIFICATE NUMBER: 12665141 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. iNSR TR I TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MWDDtYYYY) POLICY EXP (MWDD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx� OCCUR Y N TB5-691-447003-020 8/1/2020 8/1/2021 EACH OCCURRENCE $ 1000 000 DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) S 5,00) PERSONAL & ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2 000 000 POLICY u JPE 0 LOC PRODUCTS - COMP/OP AGG S 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY Y N AS6-691-450832-900 8/1(_020 8/1/2021 COMBINED SINGLE LIMIT Ea accident S 1,000,000 BODILY INJURY (Per person) $ XXXXXXX ANY AUTO X OWNEDSCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) ..--..---------_-_._. .__--_-XKXXXX___...._. S �. HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE (Per accident) S XXXXXXX $ Xxxx= C UMBRELLA LIAB X OCCUR Y N 5821145757 8/1/2020 8/1/2021 EACH OCCURRENCE I S 20,000,000 AGGREGATE S 20,000,000 X EXCESS UAB CLAIMS-MADE DED FTRETENTION S ( S XXXXXXX I ( A WORKERS COMPENSATION'T- AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? a (Mandatory in NH) NIA N WC5-691-447003-030 8/1/2020 8/1/2021 X ! STATUTEPER OI ( ERH i E.L. EACH ACCIDENT S 1,000 000 E.L. DISEASE - EA EMPLOYEE — $ 1,000,000 yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S 1,000,000 A EMPLOYEE THEFT N N TB5-691-447003-020 8/1/2020 8/1/2021 $300,000 D EMPLOYEE THEFT SAA 09939790500 8/1/2019 8/1/2021 $500,000 LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE To THE CARRIERS LISTEDAND THE POLICY TERM(S) REFERENCED, CERTIFICATE HOLDER CANCELLATION See Attachment 12665141 CITY OF SANFORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE N. PARK AVENUE 301 N. P 301 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN D FL 32771 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE,`��y,. ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, DESIGNATED INSURED BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement; the provisions of the Coverage Form apply unless modi- fied by this endorsement This endorsement identifies person(s) or organization(s) who are "insureds!'under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not atter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): Any person or organization whom you have agreed in writing to add as an additional insure4 but only to coverage and minimum limits of ffisuralivm required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Policy No: AS6-691-450832-900 Fire Insurance Co. Effective Date: 8/1/2020 Expiration Date: 8/1/2021 Sales Office: Issued By: Liberty Mutual CA 20 48 02 99 Copyright, Insurance Services Office, Inc. 1998 Page 1 of 1 Attachment Code: D476243 Certificate ID: 12665141 �aP kL. ri ,... TO: City Clerk/Mayor ESE: PBA 20/21-01 Jani-King, Fire Department Janitorial Services The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ® Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond ❑ Safe keeping (Vault) ❑ Ordinance ❑ Deputy City Manager ❑ Performance Bond ❑ Payment Bond ❑ Resolution ❑ City Manager Signature ❑ ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Once completed, please: ® Return originals to Purchasing- Department ❑ Return copies Special Instructions: less than 50k, COI attched L.i,,� 6oja4zi jw From Date S11arePoint_Finance_Purchasing_Forms - 2018.doc ACORD. CERTIFICATE OF LIABILITY INSURANCE 8/1/2021 DATE (MMIDDNYYY) 8/3/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER LOCKTON COMPANIES 2100 ROSS AVENUE, SUITE 1400 DALLAS TX 75201 214-969-6700 NT N M arc No Ext): Arc, No EMAIL ESS: S AFFORDING COVERAGE NAtC 0 INSURER A : 1.M Insurance Corporation 33600 INSURED Dazser-ORL Corporation 1378940 dba Jant-King Of Orlando 1801 Sandy Creek Lane, Ste. 200 Orlando FL 32826 INSURER B: Liberty Mutual Fire Insurance Company 23035 INSURER C.- The North River Insurance Company 21105 JMRER • Great American Insurance Company 16691 INSURER INSURER t'+%w mAtnoe-nA711nn1 PPC07ICI1'ATCA1IMQI=0@ 17A,A,51d1 REVIRIONNUMBER! XXXXXX.A THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. [ R TYPE OF INSURANCE j D WVD POLICY NUMBER POLICY EFF 8/1/2020 POLICY EXP 8/1/2021 LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADEFX-1 OCCUR Y N TB5-691447003-020 EACHOCCURRENCES 1,000000 P I ST EaE� ence S 300,000 MED EXP one son 5,000 PERSONAL S ADV INJURY S 1,000,000 GEML AGGREGATE LIMIT APPLIES PER: Q T D LOC POLICYJEC OTHER: GENERAL AGGREGATE s 2,000,000 PRODUCTS -COMP/OP AGG S 2,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO Oyy�ED SCHEDULED X AUTOS ONLY UTOS HIRED NON OWNED X AUTOS ONLY X AUTOS ONLY 4 8/11021 COMBINED as 1,000,000 BODILY INJURY (Per person) s XXXXXXX BODILY INJURY (Per accident s )XX XXXX PRerOacEaden, $ xxxxxxx $xxxxxxx C UMBRELLA LIAB X EXCESS LIAR NOCCUR CLAIMS -MADE Y N 5821145757 8/1/2020 8/1/2021 EACH OCCURRENCE s 20,000,000 AGGREGATE s 20,000 000 DED I I RETENTIONS sXXXXxxx WORKERS COMPENSATIDN AND EMPLOYERS' LIABILITY Y I N ANY PROPMETORIPARTNERIEXECUrIVE OFFICERIMEMSER EXCLUDED? 'Mandatory in NH) ?DEdescribe under SCRIPTION OF OPERATIONS Went N A N WCS-69t 447003-030 8/1/2020 8/1/2021 x 'STATUTE 9THA E.L. EACH ACCIDENT s 1,000,000 E.L. DISEASE- EA EMPLOYEE $_1,000,000 IE- L. DISEASE - POLICY LIMB S 1100010 00 JMPLOYEE THEFT EMPLOYEE THEFT N N TB5-691-447003-020 — SAA 09939790500 8/1/2020 8/1/2019 8/1/2021 8/1/2021 5300,000 S500,000 LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) I[N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12665141 AUTHUKIctU KtYKtbMN I A I IV= CITY OF SANFORD P.O. BOX 1788 SANFORD FL 32771 ZD 25 (20161031 01988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD