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