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1353 Hillside Sod Farms PiggybackOift-1877— PURCHASING DEPARTMENT T RANSMITTAL MEMO RANDUM I; k� TO: City Clerk RE: HillSod Farms Inc Piggy Back Contract The item(s) noted below is /are attached and forwarded to your office for the following action(s): Elm Development Order Final Plat (original mylars) Letter of Credit Maintenance Bond Ordinance Performance Bond Resolution Once completed, please: ❑ Return original ❑ Return copy Special Instructions: El Mayor's signature Recording Ren ring Safe eping (Vault) Payment Bond City Manager Signature City Clerk Signature Please advise if you have any questions regarding the above. Thank you! f f From li d9 - /6 Date TADept_forms \City Clerk Transmittal Memo - 2009.doc City Of Sanford Agreement With Hillside Sod Farms Inc. r15 For Sod Materials (Piggyback) #Y This Agreement made and entered into this 1st day of March, 2010 by and between the: 10 �Mr City of Sanford, Florida N City Hall 300 North Park Avenue Sanford, Florida 32771 a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "City," and: Hillside Sod Farms, Inc. 1620 East State Road 46 Geneva, Florida 32732 a Florida corporation, authorized to do business in the State of Florida, hereinafter referred to as the "Sod Provider ". The City and the Sod Provider are collectively referred to herein as the "parties ". Witnesseth: Whereas, the Sod Provider has entered an agreement to provide services to Seminole County pursuant to an Agreement which Agreement continues to be in effect (hereinafter collectively the "Seminole County Agreement "; and Whereas, the City desires to retain the Sod Provider for the work identified in the specifications outlined in the Seminole County Agreement and for the periods set forth in the Seminole County Agreement; and Whereas, the Seminole County Agreement is attached hereto as Exhibit "A" along with the certain other documents relating thereto to include, but are not limited to, the documents relating to IFB- 600046- 06 /GMG which are incorporated herein by this reference thereto; and Whereas, the City desires to employ the Sod Provider for the performance to support the activities, programs, and projects of the City upon the terms and conditions hereinafter set forth and in the Seminole County Agreement, and the Sod Provider is desirous of performing and providing such services upon said terms and conditions; and Whereas, the Sod Provider hereby warrants and represents to the City that it is Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement Page No. 1 competent and otherwise able to provide professional and high quality services to the City; Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: Section 1: Extent Of Agreement/integration/Amendment. (a). This Agreement, together with the exhibits, constitutes the entire integrated Agreement between the City and the Sod Provider 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 exhibits, constitute the full and complete agreement between the parties hereto and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements regardless of 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 parties. Section 2: No General City Obligation. (a). In no event shall any obligation of the City under this Agreement be or constitute a general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of the City or a general obligation or indebtedness of the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. (b). The Sod Provider shall not have the right to compel the exercise of the ad valorem taxing power of the City. Section 3: General Provisions. (a). 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 person(s) executing this Agreement for the Sod Provider certifies /certify that he /she /they is /are authorized to bind the Sod Provider fully to the terms of this Agreement. (b). This Agreement is for the services as described in this Agreement and are to be accomplished in accordance with the controlling provisions of law and as directed by the City to include all labor and materials that may be required. Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement Page No. 2 (c). The Sod Provider acknowledges that the City may retain other contractors to provide the same types of services for City projects. The City reserves the right to select which contractor shall provide services for City projects. (d). The Sod Provider acknowledges that the City has retained, or may retain, other contractors and the coordination between said contractors and the Sod Provider may be necessary from time -to -time for the successful completion of each Work Order. The Sod Provider agrees to provide such coordination as necessary. (e). The Sod Provider agrees to provide and ensure coordination between goods /services providers. (f). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement to include, but not be limited to, each Work Order. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement and each Work Order. (g). The Sod Provider shall maintain an adequate and competent staff and professionally qualified persons throughout the performance of this Agreement to ensure acceptable and timely completion of each Work Order. (h). Requirements for signing and sealing plans, reports and documents prepared by the Sod Provider shall be governed by the laws and regulations of Seminole County and State regulatory agencies. (i). No claim for services furnished by the Sod Provider not specifically provided for herein shall be honored by the City. Section 4: Commencement/implementation Schedule Of Agreement. (a). The Sod Provider shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and a Work Order thereunder. (b). The Sod Provider and the City agree to make every effort to adhere to the schedules established for the various Work Orders as described in each Work Order. However, if the Sod Provider is delayed at any time in the provision of services by any act or omission of the City, or of any employee of the City, or by any other Sod Provider employed by the City, or by changes ordered by the City, or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of force majeure not resulting from the inactions or actions of the Sod Provider and beyond the Sod Provider's control which would not reasonably be expected to occur in connection with or during performance or provision of the services, or by delay authorized by the City pending a decision, or by any cause which the City shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the City may decide in its sole and absolute discretion. It is further expressly understood and agreed that the Sod Provider shall not be entitled to any damages or compensation, of any type or nature, or be Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement Page No. 3 reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever. Section 5: Length Of Agreement. (a). The term of this Agreement is coextensive with the term of the Seminole County Agreement. (b). The Sod Provider's services shall begin upon written notification to proceed by the City as set forth in a Work Order. (c). The Sod Provider's services shall be on a Work Order basis and may include matters such as serving as an expert witness. Section 6: Description Of Services. (a). The Sod Provider agrees to provide the services as outlined and described in this Agreement all of which are to be provided to the City in accordance with the controlling provisions of law as more specifically outlined in Exhibit A and Work Orders issued hereunder. (b). The Sod Provider shall diligently and in a professional and timely manner perform and provide the services outlined herein or as included in each subsequently entered Work Order. Unless modified in writing by the parties hereto, the duties of the Sod Provider shall not be construed to exceed the provision of the services pertaining to this Agreement. (c). The City and Sod Provider agree that there may be certain additional services required to be performed by the Sod Provider during the performance of the Work Orders that can not be defined sufficiently at the time of execution of this Agreement. Such services shall be authorized in writing as a Change Order in accordance with Section 21. The Work Orders may contain addititonal instructions or provide specifications upon certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. Section 7: 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 parties designate the following as the representative places for giving of notice, to -wit: (1). For the City: Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement Page No. 4 City Manager City of Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 (2). For the Sod Provider: Hillside Sod Farms, Inc. 1620 East State Road 46 Geneva, Florida 32732 (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 Sod Provider agrees not to claim any waiver by City of such notice requirements based upon City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of the Sod Provider 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 8: Work Orders. (a). The provision of services to be performed under this Agreement may commence immediately upon the execution of this Agreement or a Work Order as directed and determined by the City. Services to be provided by the Sod Provider to the City shall be negotiated between the Sod Provider and the City. Each Work Order shall reference this Agreement by title and date, include a detailed description of quantities, services, and a completion schedule, and will be provided on Sod Provider letterhead. Services described in said Work Order will commence upon the issuance of a City Notice -to- Proceed. (b). If the services required to be performed by a Work Order is clearly defined, the Work Order shall be issued on a "Fixed Fee" basis. The Sod Provider shall perform all services required by the Work Order but in no event shall the Sod Provider be paid more than the negotiated Fixed Fee amount stated therein. (c). The Sod Provider and the City agree to make every effort to adhere to the schedule established for the various Work Orders described in the Work Order. (d). If the services are not clearly defined, the Work Order may be issued on a "Time Basis Method" and contain a Not -to- Exceed amount. If a Not -to- Exceed amount is provided, the Sod Provider shall perform all work required by the Work Order; but in no event shall the Sod Provider be paid more than the Not -to- Exceed amount specified in the applicable Work Order. (e). For Work Orders issued on a "Fixed Fee Basis," the Sod Provider may invoice the amount due based on the percentage of total Work Order services actually performed and 5 Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (f). For Work Orders issued on a "Time Basis Method" with a Not -to- Exceed amount, the Sod Provider may invoice the amount due for actual work hours performed; but in no event shall the invoice amount exceed a percentage of the Not -to- Exceed amount equal to a percentage of the total services actually completed. (g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not - to- Exceed amount shall be treated separately for retainage purposes. If the City determines that work is substantially complete and the amount retained, if any, is considered to be in excess, the City may, at its sole and absolute discretion, release the retainage or any portion thereof. (h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the Sod Provider may invoice the amount due for services actually performed and completed. The City shall pay the Sod Provider one hundred percent (100 %) of the approved amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount. Section 9: Change Orders. (a). The City may revise the description of services set forth in any particular Work Order. (b). Revisions to any Work Order shall be authorized in writing by the City as a Change Order. Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Agreement and the appropriate Work Order number. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. An agreement between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change of work and /or services and to the impact of the change on unchanged goods and /or work including, but not limited to, all direct and indirect costs of whatever nature and all adjustments to the Sod Provider's schedule. (c). If instructed by the City, the Sod Provider shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of the Sod Provider, the Sod Provider may be entitled to additional compensation. The Sod Provider must submit for City approval a revised proposal with a revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any such additional work and shall be incorporated into the work by Change Order to the Work Order. Section 10: Compensation. 6 Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement (a). Compensation to the Sod Provider for the services performed on each Work Order shall be as set forth the Work Order /Change Order or as set forth in the Seminole Count y Agreement which enumerates rates and charges of the Sod Provider. (b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc. and other items not directly attritbutable to items produced for each Work Order. (c). Work performed by the Sod Provider without written approval by the City's designated representative shall not be compensated. Any work performed by the Sod Provider without approval by the City is performed at the Sod Provider's own election. (d). In the event the City fails to provide compensation under the terms and conditions of this Agreement, the Sod Provider shall notify the City's designated representative in order that the City may take remedial action. Section 11: Invoice Process. (a). Payments shall be made by the City to the Sod Provider when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The Sod Provider shall render to the City, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of the Sod Provider, Work Order Number, Contract Number and all other information required by this Agreement. (b). Invoices which are in an acceptable form to the City and without disputable items will be processed for payment within thirty (30) days of receipt by the City. (c). The Sod Provider will be notified of any disputable items contained in invoices submitted by the Sod Provider within fifteen (15) days of receipt by the City with an explanation of the deficiencies. (d). The City and the Sod Provider will make every effort to resolve all disputable items contained in the Sod Provider's invoices. (e). Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if applicable, the billing period, and include the Project Status Report for the period being billed. (f). The Florida Prompt Payment Act shall apply when applicable. (g). Invoices are to be forwarded directly to: Finance Director City Hall City of Sanford Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement 7 300 North Park Avenue Sanford, Florida 32771 Section 12: 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. (b). All provisions of this Agreement shall be read and applied in pari materia with all other provisions hereof. (c). Violation of this Agreement by the Sod Provider is recognized by the parties to constitute irreparable harm to the City. Section 13: Indemnity. (a). To the fullest extent permitted by law, the Sod Provider shall indemnify, hold harmless, and defend the City, 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 Sod Provider, its agents, servants, officers, officials, employees, or subcontractors. The City does not waive its right to assert consquential damages against the Sod Provider. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the Sod Provider for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City 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 Sod Provider 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 Sod Provider or its agents or subcontractors, under workers compensation acts, disability benefits acts, or other employee benefit acts. 8 Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement (e). The execution of this Agreement by the Sod Provider shall obligate the Sod Provider to comply with the indemnification provision in this Agreement; provided, however, that the Sod Provider shall also comply with the provisions of this Agreement relating to insurance coverages. Section 14: 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. In Witness Whereof, the parties hereto have made and executed this Agreement on the respective dates under each signature with the City acting through its City Commission and the Sod Provider signing by and through its duly authorized corporate officer having the full and complete authority to execute same. Attest: Witness Number e tz� L--- Wit'ness Two Hillside Sod Farms, Inc. oe By td Ja Chaudoin Sole Corporate Officer ACKNOWLEDGEMENT State Of Florida County Of Seminole Hereby Certify that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared Edward James Chaudoin and he acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily and they are personally known to me or provided as 9 Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement identification. WITNESS my hand and official seal in the County and State last aforesaid this ao l dl-\ day of `(1ov , 2010. .ANDRA JONES ,• immission # DD 997191 x0res ,1uly 5, 2014 dad Thn. I roy Fain Ins xa w 800.305-7019 Attest: Janet Dougherty, Co Clerk ©;I;JIE- Notary Public; Sta a of Florida Print Name: City Of Sanford Linda Kuh ,Mayor Date Hillside Sod Farms, Inc. — Seminole County Piggyback Agreement 10 For use and reliance of the Sanford City Commission only. a FIRST AMENDMENT TO TERM CONTRACT FOR PURCHASE AND INSTALLATION OF SOD MA TERIAL (IFB- 600046- 06 /GMG) \' THIS FIRST A1T is made and entered into this day of aCC V , 20jn and is to that certain Agreement made and entered into on the 27 day of September, 2006, between HILLSIDE SOD YAMS, ZNC., whose address is 1620 E. State Road 46, Geneva, Florida 32732, hereinafter referred to as "CONTRACTOR," and SEMINOLE COUNTY, a political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East First Street, Sanford, Florida 32771, hereinafter referred to as "COUNTY". W I T N E S S E T Hs WHEREAS, CONTRACTOR and COUNTY entered into the above- referenced Agreement on September 27, 2006, for purchase and installation of sod material; and WSEEM, the parties desire a - d the Agreement so as to enable both parties to continue to enjoy the mutual benefits it provides; and WHEREAS, Section 21 of the Agreement provides that any amendments shall be valid only when expressed in writing and duly signed by the parties, NON, TUEREFORE, in consideration of the mutual understandings and agreements contained herein, the parties agree to amend the Agreement as follows: 1. Exhibit "A" of the Agreement is deleted in its entirety and is replaced by the new Exhibit "A," attached hereto. 2. Except as herein modified, all terms and conditions of the Agreement shall remain in full force and effect for the term of the Agreement, as originally set forth in said Agreement. Purchase & Installation of Sod Material Page 1 of 2 t IN WIT=BB WKIRROF, the parties hereto have executed this instrument for the purpose herein expressed. ATTEST: HILLSIDE SOD FARMS, INC. 4 Secretary EDWARD JAMES CHAUDOIN, President (CORPORATE SEAL) Date: / 9, - & - a ~ 0100 ' too Sandra Jones Comma* n 5D 1 For the use and reliance of Seminole County only. Approved as to form and legal sV*u' ipVw. FLORIDA By: a sing Supervisor Date: As authorized by Section 8.153, Seminole County Administrative Code. CounW'Attorney AEC /sjs 12/1/09 F:XUsers \Legal 8"ratary CS! \Purchasing 200P \Agreements \IP6 - 600046 -06 1st lmd.dO Attachment: Exhibit A Purchase & Installation of Sod Material Page 2 of 2 r The Contractor will be responsible for furnishing and installing Argentine, St. Augustine Floratam and Bermuda Sod material as specified In the Bid Specifications and as ordered on an as needed basis by the County in accordance to the terms and conditions of the Contract Documents. Authorization for delivery and Installation of sod material by the successful Contractor(s) under this Agreement shall be In the form of written Release Orders issued and executed by the County. Each Release Order shall describe the materials required and shall state the delivery information. A. General Requirements 1. Sod Material delivery time is of the essence in the award of this Invitation to Bid. Sod Material delivery shall be no later than five (5) work days from receipt of purchase order or release order. 2. In-Place Delivery util€zing labor, equipment, and sod materials shah be an Important consideration and the awarded bidder must insure prompt, expedient delivery and placement of materials at the specified time. Bidder's stated delivery times may be a factor in award. 3. Delivery shah be within two (2) hours of the scheduled delivery time(s) as previously agreed to between the County and the vendor. 4. Deliveries shall be F.O.B. Destination as designated by the requesting County Division. 5. All sods shall be cut within 24 hours of delivery time. 6. All materials and services of this contract shall comply with the latest revision of the Florida Department.of Transportation (FDOT) Standard Specifications for Road and Bridge Construction. B. Technical Requirements 1. Sod Grade: Certification as to type and grade of sod delivered Is required at time of delivery. 2. Sod Condition The sod shall be well matted with roots and sufficiently thick to withstand all necessary handling for placement without breaking apart. All sod shall be cut within 24 hours of delivery. The sod shall be live, fresh and uninjured at time of delivery without obvious signs of yellowing and extreme dryness. All sod shall be free of weeds, other grasses, and recently mowed prior to harvesting to remove excessive top growth. Reference FDOT Section 981 -2. These items must most the approval of the County Project Manager or designee. k 3. Sod Types The types of sod to be provided shall be: a. Argentine Bahia Sod b. St. Augustine Floratam Sod C. Bermuda Sod d. Bitter Blue 4. Sod Installation Methods The areas over which the sod is to be placed shall be as prepared in advance by the County. No sod pieces which show an appearance of extreme dryness shall be placed. The sod shall be placed with edges in close contact, and shall be firmly and smoothly embedded by light tamping. Where sodding Is used on slopes and /or drainage ditches, in order to avoid continuous seams so as to minimize rain and/or water erosion the following installation methods are necessary: a. The setting of pieces shall be staggered by approximately 6 Inches. b. The outer vertical edges of the sodded areas shall be firmly tamped so as to produce a feather /smooth edge effect. Reference FDOT Section 575. f • • k 3. Sod Types The types of sod to be provided shall be: a. Argentine Bahia Sod b. St. Augustine Floratam Sod C. Bermuda Sod d. Bitter Blue 4. Sod Installation Methods The areas over which the sod is to be placed shall be as prepared in advance by the County. No sod pieces which show an appearance of extreme dryness shall be placed. The sod shall be placed with edges in close contact, and shall be firmly and smoothly embedded by light tamping. Where sodding Is used on slopes and /or drainage ditches, in order to avoid continuous seams so as to minimize rain and/or water erosion the following installation methods are necessary: a. The setting of pieces shall be staggered by approximately 6 Inches. b. The outer vertical edges of the sodded areas shall be firmly tamped so as to produce a feather /smooth edge effect. Reference FDOT Section 575. Section 4 — Price Schedule PROJECT: Term Contract for Purchase of Various Sod Material and Installation COUNTY CONTRACT NO. IFB- 600046.06/GMG Name of Bidder. �� �f S . 14 s�r-G_ rr c— Mailing Address: Street Address: �t; City/State0p: rj e, y G` �. � .1 3 1_ Phone Number <40) ) 3Y FAX Number. ( q 0 -3 V 5 1 " X a cS S Pursuant to and In compliance with the Invitation for Bid, Instructions to Bidden,. and the other'documents relating thereto, the undersigned Bidder, having famillai zed himself with the terms -of.-the Contract Documents, -local conditions affecting the - performance of the Work, and. the cost of the Work. at the places where the " to be done, hereby proposes and agrees to deliver In a .woria.y In strict confom>ny with . Contract Docurriehts, Including. Addenda Nos. t? th rough () l= okr on file at the Purchasing and' Cantrads Divi6bn for the amount herehaitter set forth. ESTIMATED ANNUAL-AMOUNT OF BID $ ij U69 0 .2 7 , In the event that the County orders - the wrong size of materials, the Contractor will pick up the shipment and give Seminole: county a audit for the items returned. The Contractor %in7I charge the County the indicated amount for each occurrence. . IN . V PTNESS WHEREOF, 'BIDDER has hereunto executed this FORM this , _ day of S • dam S - At r &S„ ;iv na re of ers s i FOR Name of BIDDER). (Sig _ fu P N M) (Printed name of person signing FORM) rh cz: k t Title of person sigh ing FORM) . 3 r Revised Price Schedule Per Addendum #3 IFB- 60004&W/GMG GROUP I — SOD DELIVERED TO ANY LOCATION WITHIN SEMINOLE COUNTY: 1 1 J 1 I r i 1 a GROUP II -SOD MATERIAL AVAILABLE FOR PICK -UP AT VENDOR'S FIELD OR OFFICE LOCATION: r . j . Company Name: I i i I I 1 5 GROUP III — FURNISH LABOR, MATERIALS AND EQUIPMENT FOR THE INSTALLATION OF SOD AT ANY LOCATION WITHIN SEMINOLE COUNTY ON PREPARED SURFACES: (EXCLUDES LANDFILQ: f f . Ar none Bahia Sod: J : GROUP N— FURNISH SOD & INSTALLATION ON PREPARED SURFACES AT OSCEOLA LANDFILL, GENEVA ITEM DESCRIPTION APPROX. UNITS EXTENDED e"ANTITY PRICF Company Name: a. //s . to Sd :a.t r+.s ,- C. - End of Addendum #3- C Ar none Bahia Sod: 1. Pro of 0-8 000 SF / Job 32 000 3 /SF S a ° 2. Projects to 8,001 - 16,000 SF /Job 64.000 $ i 113 /SF $ E i Ja 3. Projects of 16,001 - Over SF /Job 100,000 I / /SF $ c O 000. Company Name: a. //s . to Sd :a.t r+.s ,- C. - End of Addendum #3- C HILLSIDE SOD FARMS, INC 1620 E.SR 46 GENEVA, FL 32732 PHONE: 407 -349 -5678 FAX: 407 -349 -5259 E-MAIL: HILLSIDESOD a@CFL.RR.COM November 12, 2009 To: Seminole uty: „.CS n III C.. .a .'tv..r.. Attu :l any Y y r Subject: MOT PROPOSAL The following is a proposal provide the project- Aoesn't i F. . E . _>` If additions. i pis William T:Jacobs ��� Office Manager r for various jot ,;nrhich will be within the Seminole County area noted on a case by case basis. �� � � . l HILLSIDE SOD FARMS, INC 1620 E.SR 46 GENEVA, FL 32732 PHONE: 407 -349 -5678 FAX: 407 -349 -5259 E-MAIL: HILLSIDESOD a@CFL.RR.COM November 12, 2009 To: Seminole uty: „.CS n III C.. .a .'tv..r.. Attu :l any Y y r Subject: MOT PROPOSAL The following is a proposal provide the project- Aoesn't i F. . E . _>` If additions. i pis William T:Jacobs ��� Office Manager r for various jot ,;nrhich will be within the Seminole County area noted on a case by case basis. �� � � . rr TERM CONTRACT FOR PURCHASE AND INSTALLATION OF SOD MATER (IFB- 600046- 06 /GMG) THIS AGREEMENT is made and entered into this day of te 20 by and between HILLSIDE SOD FARMS, INC., duly authorized to conduct business in the State of Florida, whose address is 1620 E. State Road 46, Geneva, Florida 32732, hereinafter called the "CONTRACTOR" and SEMINOLE COUNTY, a political subdivision of the State of Florida, whose address is Seminole County Services Build- ing, 1101 East First Street, Sanford, Florida 32771, hereinafter called the "COUNTY ". W I T N E S S E T H: WHEREAS, the COUNTY desires to retain the services of a competent and qualified contractor to provide and install sod material for Seminole County; and WHEREAS the COUNTY has requested and received expressions of interest for the retention of services of contractors; and WHEREAS, the CONTRACTOR is competent and qualified to provide and install sod materials to the COUNTY and desires to provide services according to the terms and conditions stated herein, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, the COUNTY and the CONTRACTOR agree as follows: SECTION 1. SERVICES. The COUNTY does hereby retain the CONTRACTOR to furnish services /materials as further described in the Scope of Services attached hereto as Exhibit "A" and made a part hereof. Required services /materials shall be specifically enumerated, described and depicted in the Purchase Orders authorizing performance of the specific task. This Agreement standing alone does not authorize the performance of any work or require the. COUNTY to place any orders for work. CERTIFIED COPY MARYANNE MQRSE CLERK OF CIRCU11 COURT SE OLE COUNN, FLORIDA 1 BY DEPUTY CLERK SECTION 2. TERM. This Agreement shall take effect on the date of its execution by the COUNTY and shall run for a period of three (3) years and, at the sole option of COUNTY, may be renewed for two (2) successive periods not to exceed one (1) year each. Expiration of the term of this Agreement shall have no effect upon Purchase Orders issued pursuant to this Agreement and prior to the expiration date. obliga- tions entered therein by both parties shall remain in effect until delivery and acceptance of the services /materials authorized by the Purchase Order. The first three (3) months of the initial terms shall be considered probationary; during that period the COUNTY may terminate this Agreement at any time, with or without cause, immediately upon written notice to the CONTRACTOR. SECTION 3. AUTHORIZATION FOR SERVICES. Authorization for per- formance of services by the CONTRACTOR under this Agreement shall be in the form of written Purchase Orders issued and executed by the COUNTY and signed by the CONTRACTOR. A sample Purchase Order is attached hereto as Exhibit "B". Each Purchase Order shall describe the services and /or materials required and shall state the dates for commencement and completion of work and establish the amount and method of payment. The Purchase Orders will be issued under and shall incorporate the terms of this Agreement. The COUNTY makes no covenant or promise as to the number of available Purchase Orders, nor that, the CONTRACTOR will perform any Purchase Order for the COUNTY during the life of this Agreement. The COUNTY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by the COUNTY to be in the best interest of the COUNTY to do so. SECTION 4. TIME FOR COMPLETION. The services to be rendered by the CONTRACTOR shall commence, as specified in such Purchase Orders as may be issued hereunder, and shall be completed within the time speci- 2 fied therein. SECTION 5. COMPENSATION. The COUNTY agrees to compensate the CONTRACTOR for the professional services called for under this Agreement on a "Fixed Fee" basis. When a Purchase Order is issued for a "Fixed Fee" basis, then the applicable Purchase Order Fixed Fee amount shall include any and all reimbursable expenses. The total annual compensa- tion paid to the CONTRACTOR pursuant to this Agreement, including reimbursable expenses, shall not exceed the amount budgeted annually by the COUNTY for purchase and installation of sod material. SECTION 6. PAYMENT AND BILLING. (a) The CONTRACTOR shall perform all work and supply all materi- als required by the Purchase Order but, in no event, shall the CONTRACTOR be paid more than the negotiated Fixed Fee amount stated within each Purchase Order. (b) For Purchase Orders issued on a "Fixed Fee" basis, the CONTRACTOR may invoice the amount due based on the percentage of total Purchase Order services actually performed and completed; but, in no event, shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (c) Payments shall be made by the COUNTY to the CONTRACTOR when requested as work progresses for services furnished, but not more than once monthly. Each Purchase Order shall be invoiced separately. CONTRACTOR shall render to COUNTY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services therein, the name and address of the CONTRACTOR, Purchase Order Number, Contract Number and all other information required by this Agreement. The original invoice and one (1) copy shall be sent to: 3 Director of County Finance Seminole County Board of County Commissioners Post Office Box 8080 Sanford, Florida 32772 Two (2) duplicate copies of the invoice shall be sent to: Roads /Stormwater Division 177 Bush Loop Sanford, Florida 32773 (d) Payment shall be made after review and approval by COUNTY within thirty (30) days of receipt of a proper invoice from the CONTRACTOR. SECTION 7. GENERAL TERMS OF pAYMRNT AND BILLING. (a) Upon satisfactory completion of work required hereunder and, upon acceptance of the work by the COUNTY, the CONTRACTOR may invoice the COUNTY for the full amount of compensation provided for under the terms of this Agreement herein less any amount already paid by the COUNTY. The COUNTY shall pay the CONTRACTOR within thirty (30) days of receipt of proper invoice. (b) The COUNTY may perform or have performed an audit of the records of the CONTRACTOR after final payment to support final payment hereunder. This audit would be performed at a time mutually agreeable to the CONTRACTOR and the COUNTY subsequent to the close of the final fiscal period in which the last work is performed. Total compensation to the CONTRACTOR may be determined subsequent to an audit as provided for in subsection (b) of this Section, and the total compensation so determined shall be used to calculate final payment to the CONTRACTOR. Conduct of this audit shall not delay final payment as provided by subsection (a) of this Section. (c) The CONTRACTOR agrees to maintain all books, documents, papers, accounting records and other evidences pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement and to make such materials available at 4 the CONTRACTOR's office at all reasonable times during the Agreement period and for five (5) years from the date of final payment under the contract for audit or inspection as provided for in subsection (b) of this Section. (d) In the event any audit or inspection conducted after final payment, but within the period provided in paragraph (c) of this Section reveals any overpayment by the COUNTY under the terms of the Agreement, the CONTRACTOR shall refund such overpayment to the COUNTY within thirty (30) days of notice by the COUNTY. SECTION 8. RESPONSIBILITIES OF TEE CONTRACTOR. Neither the COUNTY'S review, approval or acceptance of, nor payment for, any of the services or materials 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 COUNTY in accordance with applicable law for any and all damages to the COUNTY caused by the CONTRACTOR' s negligent or wrongful performance of any of the services furnished under this Agreement. SECTION 9. TERMINATION. (a) The COUNTY may, by written notice to the CONTRACTOR terminate this Agreement or any Purchase Order issued hereunder, in whole or in part, at any time, either for the COUNTY'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, and deliver to the COUNTY all data, drawings, specifications, reports, estimates, summaries, and any and all such other information and materials of whatever type or nature as may have been accumulated by the CONTRACTOR in performing this Agreement, whether completed or in process. 5 (b) If the termination is for the convenience of the COUNTY, the CONTRACTOR shall be paid compensation for services performed to the date of termination. (c) If the termination is due to the failure of the CONTRACTOR to fulfill its Agreement obligations, the COUNTY may take over the work and prosecute the same to completion by other Agreements or otherwise. In such case, the CONTRACTOR shall be liable to the COUNTY for all reason- able additional costs occasioned to the COUNTY thereby. The CONTRACTOR shall not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of the CONTRACTOR; provided, however, that the CONTRACTOR shall be responsible and liable for the actions of its subcontractors, agents, employees and persons and entities of a similar type or nature. Such causes may include acts of God or of the public enemy, acts of the COUNTY in either it's sovereign or contractual capacity, fires, floods, epidemics, quarantine restric- tions, strikes, freight embargoes, and unusually severe weather; but, in every case, the failure to perform must be beyond the control and without any fault or negligence of the CONTRACTOR. (d) If, after notice of termination for failure to fulfill its Agreement obligations, it is determined that the CONTRACTOR had not so failed, the termination shall be conclusively deemed to have been effected for the convenience of the COUNTY. In such event, adjustment in the Agreement price shall be made as provided in subsection (b) of this Section. (e) The rights and remedies of the COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. SECTION 10. AGREEMENT AND PURCHASE ORDER IN CONFLICT. Whenever the terms of this Agreement conflict with any Purchase Order issued 6 pursuant to it, the Agreement shall prevail. SECTION 11. EQUAL OPPORTUNITY ENIDLOYMENT. 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, disabil- ity, or national origin. 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 other forms of compensation; and selection for training, including appren- ticeship. SECTION 12. NO CONTINGENT FEES. 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 it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, the COUNTY shall have the right to terminate the Agreement at its sole discretion, without liability and to deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. SECTION 13. CONFLICT OF INTEREST. (a) The CONTRACTOR agrees that it will not contract for or accept employment for the performance of any work or service with any individ- ual, business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to 7 this Agreement with the COUNTY. (b) The CONTRACTOR agrees that it will neither take any action nor engage in any conduct that would cause any COUNTY employee to violate the provisions of Chapter 112, Florida Statutes, relating to ethics in government. (c) In the event that CONTRACTOR causes or in any way promotes or encourages a COUNTY officer, employee, or agent to violate Chapter 112, Florida Statutes, the COUNTY shall have the right to terminate this Agreement. SECTION 14. ASSIGMMM. 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 15. SUBCONTRACTORS., In the event that the CONTRACTOR, during the course of the work under this Agreement, requires the services of any subcontractors or other professional associates in connection with services covered by this Agreement, the CONTRACTOR must first secure the prior express written approval of the COUNTY. If subcontractors or other professional associates are required in connec- tion with the services covered by this Agreement, CONTRACTOR shall remain fully responsible for the services of subcontractors or other professional associates. SECTION 16. 33MZMiIFICATION OF COUNTY. The CONTRACTOR agrees to hold harmless, indemnify the COUNTY, its commissioners, officers, em- ployees, and agents against any and all claims, losses, damages or lawsuits for damages, arising from, allegedly arising from or related to the provision of services hereunder by the CONTRACTOR. 8 SECTION 17. INSURANCE. (a) GENERAL The CONTRACTOR shall at the CONTRACTOR's own cost, procure the insurance required under this Section. (1) Prior to commencement of work pursuant to this Agree- ment, the CONTRACTOR shall furnish the COUNTY with a Certificate of Insurance signed by an authorized representative of the insurer evidenc- ing the insurance required by this Section (Workers' Compensa- tion/Employer's Liability, Commercial General Liability, and Business Auto). The COUN'T'Y, its officials, officers, and employees shall be named additional insured under the Commercial General Liability policy. The Certificate of Insurance shall provide that the COUNTY shall be given not less than thirty (30) days written notice prior to the cancellation or restriction of coverage. Until such time as the insurance is no longer required to be maintained by the CONTRACTOR, the CONTRACTOR shall provide the COUNTY with a renewal or replacement Certificate of Insurance not less than thirty (30) days before expira- tion or replacement of the insurance for which a previous certificate has been provided. (2) The Certificate shall contain a statement that it is being provided in accordance with the Agreement and that the insurance is in full compliance with the requirements of the Agreement. In lieu of the statement on the Certificate, the CONTRACTOR shall, at the option of the COUNTY submit a sworn, notarized statement from an authorized representative of the insurer that the Certificate is being provided in accordance with the Agreement and that the insurance is in full compli- ance with the requirements of the Agreement. (3) In addition to providing the Certificate of Insurance, if required by the COUNTY, the CONTRACTOR shall, within thirty (30) days after receipt of the request, provide the COUNTY with a certified copy 9 of each of the policies of insurance providing the coverage required by this Section. (4) Neither approval by the COUNTY nor failure to disap- prove the insurance furnished by a CONTRACTOR shall relieve the CONTRACTOR of the CONTRACTOR's full responsibility for performance of any obligation including CONTRACTOR indemnification of COUNTY under this Agreement. (b) INSURANCE COMPANY REQUIREMENTS Insurance companies provid- ing the insurance under this Agreement must meet the following require- ments: (1) Companies issuing policies other than Workers' Compen- sation must be authorized to conduct business in the State of Florida and prove same by maintaining Certificates of Authority issued to the companies by the Department of Insurance of the State of Florida. Policies for Workers' Compensation may be issued by companies authorized as a group self- insurer by Section 440.57, Florida Statutes. (2) In addition, such companies other than those authorized by Section 440.57, Florida Statutes, shall have and maintain a Best's Rating of "A" or better and a Financial Size Category of "VII" or better according to A.M. Best Company. (3) If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insur- ance 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 COUNTY 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 10 the CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to the COUNTY the CONTRACTOR shall be deemed to be in default of this Agreement. (c) SPECIFICATIONS Without limiting any of the other obliga- tions or liability of the CONTRACTOR, the CONTRACTOR shall, at the CONTRACTOR's sole expense, procure, maintain and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection. Except as otherwise specified in the Agreement, the insurance shall become effective prior to the commencement of work by the CONTRACTOR and shall be maintained in force until the Agreement completion date. The amounts and types of insurance shall conform to the following minimum requirements. (1) Workers' Compensation /Employer's Liability (A) The CONTRACTOR's insurance shall cover the CONTRACTOR for liability which would be covered by the latest edition of the standard Workers' Compensation Policy, as filed for use in Florida by the National Council on Compensation Insurance, without restrictive endorsements. The CONTRACTOR will also be responsible for procuring proper proof of coverage from its subcontractors of every tier for liability which is a result of a Workers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by both the CONTRACTOR and its subcontractors are outlined in subsection (c) below. In addition to coverage for the Florida Workers' Compensa- tion Act, where appropriate, coverage is to be included for the United States Longshoremen and Harbor Workers' Compensation Act, Federal Employers' Liability Act and any other applicable federal or state law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation Policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida 11 Workers' Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act, or any other coverage customarily insured under Part One of the standard Workers' Compensation Policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation Policy shall be: $100,000.00 (Each Accident) $100,000.00 (Disease - Policy Limit) $100,000.00 (Disease -Each Employee) (2) Commercial General Liability. (A) The CONTRACTOR's insurance shall cover the CONTRACTOR for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) , as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements other than the elimination of Coverage C, Medical Payment and the elimination of coverage for Fire Damage Legal Liability. (B) The minimum limits to be maintained by the CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess policy) shall be as follows: LIMITS General Aggregate $Three (3) Times the Each Occurrence Limit Personal & Advertising $300,000.00 Injury Limit Each Occurrence Limit $300,000.00 (3) Business Auto Policy. (A) The CONTRACTOR'S insurance shall cover the CONTRACTOR for those sources of liability which would be covered by Part IV of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01) , as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements. 12 Coverage shall include owned, non -owned and hired autos. (B) The minimum limits to be maintained by the CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess policy) shall be per accident combined single limit for bodily injury liability and property damage liability. If the coverage is subject to an aggregate, the CONTRACTOR shall maintain separate aggregate limits of coverage applicable to claims arising out of or in connection with the work under this Agreement. The separate aggregate limits to be main- tained by the CONTRACTOR shall be a minimum of three (3) times the per accident limit required and shall apply separately to each policy year or part thereof. (C) The minimum amount of coverage under the Business Auto Policy shall be: LIMITS Each Occurrence Bodily $300,000.00 Injury and Property Damage Liability Combined (d) COVERAGE The insurance provided by CONTRACTOR pursuant to this Agreement shall apply on a primary basis and any other insurance or self - insurance maintained by the COUNTY or the COUNTY'S officials, officers, or employees shall be excess of and not contributing with the insurance provided by or on behalf of the CONTRACTOR. (e) OCCURRENCE BASIS The Workers' Compensation Policy and the Commercial General Liability required by this Agreement shall be provided on an occurrence rather than a claims -made basis. (f) OBLIGATIONS Compliance with the foregoing insurance' requirements shall not relieve the CONTRACTOR, its employees or agents of liability from any obligation under a Section or any other portions of this Agreement. It shall also be the responsibility of the CONTRACTOR to ensure that all of its subcontractors performing services 13 under this Agreement are in compliance with the insurance requirements of this Agreement as defined above. SECTION 18. ALTERNA DISPUTE RESOLUTION. (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust COUNTY protest procedures prior to filing suit or otherwise pursuing legal remedies. COUNTY procedures for proper invoice and payment disputes are set forth in Section 22.15, "Prompt Payment Procedures," Seminole County Administrative Code. (b) CONTRACTOR agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration in the COUNTY protest procedures set forth in subsection (a) above of which the CONTRACTOR had knowledge and failed to present during the COUNTY protest procedures. (c) In the event that COUNTY protest procedures are exhausted and a 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 19. REPRESENTATIVES OF THE COUNTY AND THE CONTRACTOR. (a) It is recognized that questions in the day -to -day conduct of performance pursuant to this Agreement will arise. The COUNTY, 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 -to -day conduct of this Agree- ment shall be addressed. The designated representative shall have the authority to transmit instructions, receive information and interpret 14 and define the COUNTY'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 CON'T'RACTOR 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 COUNTY continually and effectively advised of such designation. SECTION 20. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. SECTION 21. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modifi- cation, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. SECTION 22. INDEPENDENT CONTRACTOR. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co- partners between the parties, or as constituting the CONTRACTOR (including its officers, employees, and agents) the agent, representative, or employee of the COUNTY for any purpose, or in any manner, whatsoever. The CONTRACTOR is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. 15 SECTION 23. ERPLOYEE STATUS. Persons employed by the CONTRACTOR in the performance of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment com- pensation, civil service or other employee rights or privileges granted to the COUNTY'S officers and employees either by operation of law or by the COUNTY. SECTION 24. SERVICES NOT PROVIDED FOR. No claim for services furnished by the CONTRACTOR not specifically provided for herein shall be honored by the COUNTY. SECTION 25. PUBLIC RECORDS LAW. CONTRACTOR acknowledges COUNTY'S obligations under Article I, Section '24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article I, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and that said statute controls over the terms of this Agreement. SECTION 26. COMPLIANCE WITS LAWS AND REGULATIONS. 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. Any violation of said statutes, ordi- nances, rules, or regulations shall constitute a material breach of this Agreement, and shall entitle the COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to the CONTRACTOR. SECTION 27. NOTICES. 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 request- 16 ed, 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 COUNTY: Roads /Stormwater Division 177 Bush Loop Sanford, Florida 32773 For CONTRACTOR: Hillside Sod Farms, Inc. 1620 E. State Road 46 Geneva, Florida 32732 SECTION 28. RIGHTS AT LAW RETAINED. The rights and remedies of the COUNTY, provided for under this Agreement, are in addition and supplemental to any other rights and remedies provided by law. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below written for execution by the COUNTY. ATTEST: HILLSIDE SOD FARMS, INC. .�� By: Secret EDWARD J CHAUDO�N, President (CORPORATE SEAL) Date " ! y - n('0 Y p i Sandra Jones * Commission # DD5$5607 Expires July 5, 2090 OF PP e 001py F8M'k AVft6K WO- 5-10% 17 Witness A26 40mS3 �Iw Pr� d' A M. Witness Pi'SuC Name For the use and reliance. of Seminole County only. Approved as to form and legal sufficiency. AC /lpk 8/31/06 ifb- 600046 Attachments: Exhibit "A °- Scope of Services Exhibit "B "- Sample Purchase Order SEMTNO CO , FLO DA By: Date- 7 v Within authority of Resolution No. 93 -R -71 adopted February 23, 1993. 18 ke . 2 Section 1 — Generai Description of Services and Requirements The Contractor will be responsible for furnishing and installing Argentine, St. Augustine Floratam and Bermuda Sod material as specified in the Bid Specifications and as ordered on an as needed basis by the County in accordance to the terms and conditions of the Contract Documents. Authorization for delivery and installation of sod material by the successful Contractor(s) under this Agreement shall be in the form of written Release Orders issued and executed by the County. Each Release Order shall describe the materials required and shall state the delivery information. A. General Requirements Sod Material delivery time is of the essence in the award of this Invitation to Bid. Sod Material delivery shall be no later than five (5) work days from receipt of purchase order or release order. 2. In -Place Delivery utilizing labor, equipment, and sod materials shall be an important consideration and the awarded bidder must insure prompt, expedient delivery and placement of materials at the specified time. Bidder's stated delivery times may be a factor in award. 3. Delivery shall be within two (2) hours of the scheduled delivery time(s) as previously agreed to between the County and the vendor. 4. Deliveries shall be F.O.B. Destination as designated by the requesting County Division. 5. All sods shall be cut within 24 hours of delivery time. 6. All materials and services of this contract shall comply with the latest revision of the Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction. B. Technical Requirements 1. Sod Grade: Certification as to type and grade of sod delivered is required at time of delivery. 2. Sod Condition The sod shall be well malted with roots and sufficiently thick to withstand all necessary handling for placement without breaking apart. All sod shall be cut within 24 hours of delivery. The sod shall be live, fresh and uninjured at time of delivery without obvious signs of yellowing and extreme dryness. All sod shall be free of weeds, other grasses, and recently mowed prior to harvesting to remove excessive top growth. Reference FDOT Section 981 -2. These items must meet the approval of the County Project Manager or designee. 3. Sod Types The types of sod to be provided shall be: a. Argentine Bahia Sod b. St. Augustine Floratam Sod C. Bermuda Sod d. Bitter Blue 4. Sod Installation Methods The areas over which the sod is to be placed shall be as prepared in advance by the County. No sod pieces which show an appearance of extreme dryness shall be placed. The sod shall be placed with edges in close contact, and shall be firmly and smoothly embedded by light tamping. Where sodding is used on slopes and /or drainage ditches, in order to avoid continuous seams so as to minimize rain and /or water erosion the following installation methods are necessary: a. The setting of pieces shall be staggered by approximately 6 inches. b. The outer vertical edges of the sodded areas shall be firmly tamped so as to produce a feather /smooth edge effect. Reference FDOT Section 575. Section 4- Price Schedule PROJECT: Term Contract for Purchase of Various Sod Material and Installation COUNTY CONTRACT NO. iFB- 600046 -06 /GMG Name of Bidder: f � . �� S, ke S o d P r &x S ry c - Mailing Address: ' Street Address: lG City /State/Zip: ' �2 vJ Q, t> 41. �` '(.. ` a 7 c� Z Phone Number ( V O) ) 4 7? V !j -- .,5 G 7 9 FAX Number: Pursuant to and in compliance with the Invitation for Bid, Instructions to Bidders, and the other documents relating thereto, the undersigned Bidder, having familiarized himself with the terms -of the Contract Documents,. local conditions affecting the performance of the Work, and. the cost of the .Work . at the places where the Work is to be done, hereby proposes and agrees to deliver materials /services in a workmanlike -manner and in strict conformity with Contract Documents, including. Addenda Nos. ' /,2. a bj @ through 7=12u -K on file at the Purchasing and Contracts Division for the amount hereinafter set forth. ESTIMATED ANNUAL AMOUNT OF BID $ In the event that the County orders:the wrong size of materials, the Contractor will pick up the shipment and give Seminole county a credit for the items returned. .The Contractor will charge the County the indicated amount for each occurrence.. IN WITNESS WHEREOF, BIDDER has hereunto executed this FORM this day of S Joe r (Name of BIDDER) (Signature of pers .si Wing FORM) L2 ;' I; G. 1'h 4 . . ,_ e- ohs (Printed name of person signing FORM) lin liter j" e� G- Title of person signing FORM) Revised Price Schedule Per Addendum #3 IFB- 600046- 06 /GMG GROUP I — SOD DELIVERED TO ANY LOCATION WITHIN SEMINOLE COUNTY: ITEM DESCRIPTION APPROX. QUANTITY UNITS ESTIMATED ANNUAL EXPENDITURE Argentine Bahia Sod: 1. Unloaded by Vendor 250 400-sf $ O /PALLET $ 40 St Augustine Floratam Sod: 2. Unloaded by Vendor 250p, 400-sf $ /PALLET $ Common Bermuda Sod: 3. Unloaded b y Vendor 50p 400 -sf $ /PALLET $ . 419 Bermuda Sod: 4. Unloaded by Vendor 25p 400 -sf $ /PALLET $ A S56, Certified 419 Bermuda Sod: 5. Unloaded by Vendor 25(a) 400-sf $ /PALLET $ 4 . 4 GROUP II —SOD MATERIAL AVAILABLE FOR PICK -UP AT VENDOR'S FIELD OR OFFICE LOCATION: Celebration Bermuda Sod: DESCRIPTION APPROX. QUANTITY 6. Unloaded by Vendor 25@ 400-sf $ /PALLET $ d Bitter Blue Argentine Bahia Sod: 7. Unloaded by Vendor 25@ 400-sf 1 $ /PALLET $ r a ,� Q6, GROUP II $51 . GROUP 111- FURNISH LABOR, MATERIALS AND EQUIPMENT FOR THE INSTALLATION OF SOD AT ANY LOCATION WITHIN SEMINOLE COUNTY ON PREPARED SURFACES: (EXCLUDES LANDFILL): ITEM DESCRIPTION APPROX. QUANTITY UNITS ESTIMATED ANNUAL EXPENDITURE Argentine Bahia Sod: 1- Projects of 0-8 SF /Job 32 $ /SF $ (j, 2. Projects of 8,001 - 16,000 SF /Job 164,000 $ /SF 1 $ a 3. Projects of 16,001 -Over SF /Job 900,000 $ /SF $ St. Augustine Floratam Sod 4. Projects of 0 -8,000 SF /Job 16,000 $ /SF $ 5. Projects of 8,001- 16,000 SF /Job 32,000 $ /SF $ p p F6 6. Projects of 16,001 -Over SF /Job 100,000 d c� Common Bermuda Sod: 7. Projects of 0 -8,000 SF /Job 5 000 $ Jr /SF $ - 8. Projects of 8,001- 16,000 SF /Job 5,000 $ I ZSISF 1 $ c 9. Projects of 16,001 -Over SF /Job 5,000 $ /SF $ s co 419 Bermuda Sod: 10. Projects of 0 -8,000 SF /Job 2,500 $ SL /SF $ 11. Projects of 8,001- 16,000 SF /Job 2,500 $ s /SF $ 12. Projects of 16,001 -Over SF /Job 2,500 $ ISF $ Certified 419 Bermuda Sod: 13. Projects of 0 -8,000 SF /Job 2,500 $ /SF $ 14. Projects of 8,001 - 16,000 SF /Job 2 500 $ ISF $ p e 15. Projects of 16,001 -Over SF /Job 2,500 $ /SF $ Celebration Bermuda Sod: 16. Projects of 0 -8,000 SF /Job 2,500 $ /SF $ 17. Projects of 8,001 - 16,000 SF /Job 2,500 $ /SF $ p 18. J Projects of 16,001 -Over SF /Job 2,500 $ /SF $ �� Bitter Blue 19. Projects of 0 -8,000 SF /Job 5,000 $ /SF $ p o 20. Projects of 8,001 - 16,000 SF /Job 5,000 $ /SF $ ov 21. Projects of 16,001 -Over SF /Job 5,000 $ /SF $ 11 , s LA V ov O CJ TOTAL GROUP III $ Company Name: Al - ds i ' d v- S M c ' E ay i 27A) c. 5 GROUP IV — FURNISH SOD & INSTALLATION ON PREPARED SURFACES AT OSCEOLA LANDFILL, GENEVA ITEM DESCRIPTION I APPROX. I UNITS EXTENDED QUANTITY PRICE I �( - P&J(C, - r Dkees 7 00 TOTAL GROUP IV Company Name: U, / . to Sd 'PC4 is I - rry C. - End of Addendum #3- Bahia Sod: Fi Argentine Projects of 0 -8,000 SF /Job 32,000 $ (� /SF $ l Projects to 8,001 - 16,000 SF /Job 64,000 $ / Oj s /SF $ 60 3. Projects of 16,001 - Over SF /Job 100,000 $ 114 /SF $ 00 z 000. I �( - P&J(C, - r Dkees 7 00 TOTAL GROUP IV Company Name: U, / . to Sd 'PC4 is I - rry C. - End of Addendum #3- Exhibit "B" PURCHASE ORDER PURCHASING AND CONTRACTS DIVISION SEMINOLE COUNTY GOVERN&IENT 1 101 EAST 1ST STREET, ROOM 3208 SANFORD, FL 32771 -1468 OFFICE (407) 665 FAX (407) 655-7956 03/22/05 Page - 1 Order Number 12501 000 OP Shipped From: Branch /Plant: Requestor. Ship To: SAMPLE PURCHASE ORDER Delivery: On an as needed basis Shlp prepaid add freight to inyoice Division contact for the order is Deana Brown at 407465.1003 Line Rev Descripfian Ordered UOM unit Price Extended Price Order No Ty l3elease r OrdeA1B- 3006- OO /JVF ... EA 0000 . _3,900 -0b' 00006714' Of? : . e - 140209,530520 Release. Order for uniform shirts and pants in accordance with terms and conditions ofA/B- 3006- 00 /JVP.- •Term Contract forAtYetic Wearfor.a period ending'1112005. Order to be placed on an as needed basis. Purchasing Agent Total Order