HomeMy WebLinkAboutAgreementMOWING SERVICES FOR RIGHT OF WAY SWALE AREAS AND DITCHESAGREEMENT
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This Agreement is entered into by the parties this —day of OC+0 h Gr .2019.
1. Parties:
City of Sebastian, a municipal corporation of the State of Florida, (City).
and
STS Maintain Services, Inc. (Contractor).
2. Designated Contact Person as to CCU:
Phillip Patnode (PROJECT MANAGER)
Assistant Stormwater Director
1225 Main Street
Sebastian, Florida 32958
Phone: 772-388-8243
Cell: 772-633-0916
Emai: ppatnode@cityofsebasban.org
3. Designated Contact Person as to Contractor:
Elizabeth N. Ferrara
President
2061 SW Racquet Club Drive
Palm City, Florida 34990
Phone: 772-473-1900
QeJ1: 772-473-8154
E ai: stsmaintainservioes@gmail.com
4. Notices. All notices between City and Contractor, as required under the Agreement, shall be by
telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person
identified above. Either designated recipient may notify the other, in writing, if someone else is
Designated to receive notice.
6. Terms of Agreement and Commencement of Services. The duration of the Agreement shall be for
a period of two (2) years from the date that the Parties have executed the Agreement, with the option
to renew for two (2) additional, one (1) year terms. The renewal option will be conditioned upon
satisfactory performance by Contactor and will be subject to availability of funds. The renewal option
can only be exercised through mutual agreement between City and Contractor. The date that
Contractor shall commence the provision of Services shall be the date on which a Purchase Order
and a Notice to Proceed is received by Contractor.
Entire Agreement. This Agreement, and its associated Invitation to Bid (ITS) Documents referenced
herein, together with any executed Addenda, shall constitute the entire Agreement between
Contractor and City (hereinafter referred to as the "Agreement"). In resolving conflicts, errors,
discrepancies, and disputes concerning the scope of Services or other rights or obligations of the
parties, precedence shall be given in the following order (1) a fully executed Amendment to this
Agreement, (2) provisions of this Agreement, (3) provisions of the Invitation to Bid, (4) provisions of
Contractor's Bid, (5) provisions of the Purchase Order, and (6) provisions contained in any
governmental regulation incorporated herein by reference. There are no understandings or
agreements except as herein expressly stated.
7. Agreement Document.
1. Exhibit'A"— Technical Specifications
2. Exhibit'B"—Maps
3. Exhibit'C" —Bid Form submitted by Contractor
4. ITS Documents, including Addenda
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8. Modification of Agreement. The Agreement may only be modified or amended upon mutual written
agreement of City and Contractor. No oral agreements or representations shall be valid or binding
upon City or Contractor. No alteration or modification of the Agreement terms, including substitution
of product, shall be valid or binding against City. Contractor may not unilaterally modify the terms of
the Agreement by affixing additional terms by incorporating such terms onto Contractor's documents
forwarded by Contractor to City for payment. City's acceptance of product or processing of
documentation on forms furnished by Contractor to City for approval or payment shall not constitute
acceptance of the proposed modification to terms and conditions.
9. Services Provided by Contractor. The Services to be provided by Contractor are summarized in
Exhibit "A", attached to this Agreement If City identifies any additional Services to be provided by
Contractor that are not covered under the original Agreement, such additional services shall be made
a part of this Agreement by a written Amendment
10. City's Project Manager. City shall designate a Project Manager. All work done by the Contractor
shall be subject to the review, inspection and acceptance of the Project Manager and the City. Any
and all technical questions which may arise as to the quality, completeness and acceptability of work
performed. or work to be performed, interpretation of Technical Specifications and all technical
questions as to the acceptable fulfillment of the Contract on the part of the Contractor shall be
referred to the City Manager who will resolve such questions. All work shall be subject at all times to
inspection and review by the Project Manager and the City. In addition, the inspection and review
may also include and apply to the tools and equipment used by the Contractor for the performance of
Work.
It. Materials, Services, and Facilities: It is understood that, except as otherwise specifically stated in the
Contract Documents, Contractor shall provide and pay for all materials, labor, tools, equipment, water,
light, power, transportation, supervision, temporary construction of any nature, and all other services and
facilities of any nature whatsoever necessary to execute, complete, and deliver the Services within the
specified time.
12. Compensation to Contractor. Compensation to be paid to Contractor for the provision of the
Services agreed to herein shall be per the unit pricing noted in Exhibit "C", attached to this
Agreement. Contractor may request an increase in fees for any of the renewal temt(s). The request
to increase the fees must be made in writing to City supported by a detailed justification that warrants
the requested increase. The request to increase fees should be communicated, in writing, to the City
sixty (60) days prior to contract expiration. Such increase may be no greater than the annual
consumer price index (CPI) or five percent (5%), whichever is less.
13. Payment of Payment Requests:
13.1 Payment Requests/Involces. Requests for payment for the provision of the Services provided
under the Agreement shall be submitted no more frequently than once per month, unless
stipulated differently in the Agreement or ITB documents. All requests for paymentriinvoices shall
be submitted in sufficient detail to demonstrate compliance with the terms of the Agreement and
to allow for the proper preaudit and post -audit thereof. Upon receipt of Contractor's payment
request/invoice, the City will review such to ensure completion with required basic information
and that the Services covered under the payment request have been completed in accordance
with this Agreement If it is found that the payment requestfinvoice is not complete, or the
Services covered under the payment request do not satisfy this Agreement, the payment request
may be rejected.
13.2 Prompt Payment. City shall make payment of a payment request in accordance with Chapter
218, Part VII of the Florida Statutes "Local Government Prompt Payment Act' from the date
which a properly received payment request/invoice is recorded as received by City, for Services
completed to the satisfaction of City.
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13.3 Fonn of Request. If the payment request is not received in proper order, City may reject the
payment request within ten (10) business days after the date on which the payment request is
recorded as received by City. City shall provide Contractor with a written notification of the
rejection specifying the deficiency and corrective measures necessary to make the payment
request proper. Upon receipt of a payment request that corrects the deficiency, City shall make
payment in accordance with Chapter 218, Part VII of the Florida Statutes "Local Government
Prompt Payment Act", or reject the payment request, within ten (10) business days after the date
on which the corrected and proper payment request is recorded as received by City.
13.4 Resolution of Payment Request Disputes. In the event of a dispute between Contractor and
City concerning the full or partial payment of a payment request, such disagreement shall be
finally determined by City. If the dispute between Contractor and City involves a portion of a
payment request, the undisputed portion shall be paid by City in a timely manner, as long as the
payment request for the undisputed potion is in proper order. Proceedings to resolve the
dispute will be commenced within forty-five (45) business days after the date the payment
request in dispute was recorded as being received by City. The proceedings may include
meetings between the parties, telephone conferences or such other measures to clarify the
dispute and attempt to resolve the problem; they will be concluded by a final written decision by
City within sixty (60) business days after the date on which the payment request was recorded
as being received by City. Such procedures do not constitute an administrative proceeding that
prohibits a court from deciding de novo any action arising out of the dispute.
13.5 Payments to Subcontractors. When Contractor receives from City any payment for Services
covered under the Agreement, Contractor must pay such moneys received to each
subcontractor or supplier in proportion to the percentage of the Services completed by each
subcontractor or supplier within ten (10) business days after Contractors receipt of the payment
If Contractor receives less than full payment, then Contractor shall be required to disburse only
the funds received on a pro rate basis to its subcontractors and suppliers, each receiving a
prorated portion based on the amount due on the payment If a subcontractor receives payment
from Contractor for labor, services or materials furnished by subcontractors or suppliers hired by
the subcontractor, the subcontractor must remit payment due to those subcontractors or
suppliers within seven (7) business days after the subcontractors receipt of payment from
Contractor.
IC7�TiTE1iE6P.l
14.1 Warranty of Ability to Perform. Contractor warrants that, to the best of its knowledge, there are
no pending or threatened actions, proceedings, investigations, or any other legal or financial
conditions, that would in any way prohibit restrain, or diminish Contractors ability to satisfy its
obligations under the Agreement.
14.2 Warranty Against Defects in Workmanship. Contractor shall warrant Its Services against
defects in materials and workmanship for a minimum period of one (1) year from acceptance of the
Services by City. Should any defects in materials or workmanship appear during the warranty
period, Contractor shall replace the materials or equipment, or repair or redo the service,
immediately upon receipt of written notice from City, at no additional expense to City. Contractor
shall warrant such replaced materials or equipment, or repaired or re -done Services, for a period of
one (1) year after acceptance of such by City.
14.3 Warranty of Standard Care. In the performance of professional services, Contractor will use
that degree of care and skill ordinarily exercised by other similar professionals in the field under
similar conditions in similar localities. Contractor will use due care in performing its Services and
will have due regard for acceptable professional standards and principles. Contractors standard
of care shall not be altered by the application, interpretation, or construction of any other
provision of this Agreement. If any of the Services performed by Contractor do not comply with
the foregoing warranties and City notifies Contractor of such, then Contractor shall (at its sole
expense) promptly re -execute the nonconforming Services. All such re -performed Services shall
be performed on a mutually agreed schedule. Contractor shall and does hereby assign to City
the benefits of any of Contractors subconsultant's or subccntreetors warranties,_ Such
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assignment shall not relieve Contractor of its warranty obligations for performance or standard of
care to City under this Agreement.
14.4 Warranty of Tkle. Title to any work product furnished by Contractor under the Agreement shall
pass to City to the extent of the payments made for such by City, or on the date that City accepts
the completed Services of Contractor. When title passes to City in accordance with the
Agreement, Contractor warrants that the work product furnished will be free and clear of all
security interests, liens and encumbrances or claims of any party.
16. Public Records: Contractor will keep and maintain public records required by the City to perform the
service. Upon request from the City's custodian of public records, Contractor will provide the City with
a copy of the requested records or allow the records to be inspected or copied within a reasonable
time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues, or as
otherwise provided by law. Contractor will ensure that the public records that are exempt or
confidential and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the term of the Agreement and following completion of the
Agreement If Contractor does not transfer the records to the City. Upon completion of the
Agreement, Contractor will transfer, at no cost, to the City all public records in possession of the
Contractor or keep and maintain public records required by City to perform the service. If Contractor
transfers all public records to City upon completion of the Agreement, Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If Contractor keeps and maintains public records upon completion of the Agreement,
Contractor shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian of public records,
in a format that is compatible with the Information technology system of the City. If Contractor does
not comply with the City's request for public records, the City shall enforce the provisions of the
Agreement in accordance with the terms of the Agreement and may cancel the Agreement
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CUSTODIAN OF
PUBLIC RECORDS, AT 1226 MAIN STREET, SEBASTIAN, FL 32868; EMAIL:
Jwilllams@cityofsebastlan.org; PHONE: 772-388-8216.
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16. Insurance. During the term of the Agreement, Contractor, at Its sole expense, shall provide insurance
of such a type and with such terms and limits as noted below. Providing and maintaining adequate
Insurance coverage is a material obligation of Contractor. Contractor shall provide City a certificate(s)
of insurance, evidencing such coverage. It is the Contractor's responsibility to ensure that the City
has current Cerfificate(s) of Insurance at all times during the duratlon of the agreement, including
renewal terms.
16.1 Minimum Insurance Requirements. Contractor shall obtain and maintain for the duration of the
contract insurance against claims for injuries to persons or damages to property which may arise from
or in connecgon with the performance of the work hereunder by the contractor, his agents,
representatives, employees or subcontractors. The coverage's, limits or endorsements required
herein protect the primary interests of City, and these coverage's, limits or endorsements shall in no
way be required to be relied upon when assessing the extent or determining appropriate types and
limits or coverage to protect Contractor against any loss exposures, whether as a result of the Project
or otherwise. The requirements contained herein, as well as Citys review or acknowledgement, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by
Contractor under a contract
Comprehensive General an amount not less than:
Liability . $1,000,000.00 Combined Single Limit per each occurrence
Contractor shall submit and maintain worker's compensation Insurance
to the extent required by law for all their employees to be engaged in
Worker's Compensation work under this contract. In case any employees are to be engaged in
hazardous work under this contract and are not protected under the
worker's compensation statute, Contractor shall provide adequate
coverage for the protection of such employees.
Automobile Liability an amount not less than:
. $1,000,000.00 Combined Single Limit per each occurrence
16.2 Other Insurance Provisions:
16_2.1 City of Sebastian, its council members, officers, employees and agents are to be covered
as an Additional Named Insured on all policies except Worker's Compensation. The
coverage shall contain no special limitation on the scope of protection afforded to the City,
its council members, officers, employees and agents. Contractor shall provide a Certificate
of Insurance to City with a thirty (30) day notice of cancellation and/or changes in policy
language, and ten (10) day notice if cancellation is for nonpayment of premium. The
certificate shall indicate if coverage is provided under a "claims made" or "occurrence"
form.
16_2.2 All required insurance policies must be written with an insurance carrier having a
minimum A.M. Best rating of A+.
16.23 Contractor has sole responsibility for all insurance premiums and shall be fully and solely
responsible for any costs or expenses as a result of a coverage deductible, oo-insurance
penalty, or self -insured retention; including any loss not covered because of the operation of
such deductible, co-insurance penalty, self -Insured retention, or coverage exclusion or
limitation. For deductible or self -Insured amounts that exceed $10,000, Contractor shall
maintain a Commercial Surety Bond or Letter of Credit in an amount equal to said
deductible or self -insured retention.
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16_2.4 Contractor's Insurance coverage shall be primary insurance as respects the City, its
officials, employees and volunteers. Any Insurance or self-insurance maintained by the
City, its officials, employees or volunteers shall be excess of Contractor's insurance and
shall be non-contributory.
16.2.E For all policies of insurance: Contractor and its insurance carrier waive all subrogation
rights against City for all losses or damages that occur during the contract and for any
events occurring during the contract period, whether the suit is brought during the contract
period or not The City requires General Liability policies to be endorsed with CG 24 04
Waiver of Transfer of Rights of Recovery Against Others to Us or similar endorsement and
a WC 00 0313 Waiver of Our Right to Recover from Others for Workers Compensation
coverage.
162.6 It is Contractor's responsibility to Insure that all subcontractors comply with these
Insurance requirements. Contractor shall include all subcontractors as insured under its
policies or shall furnish separate certificates and endorsements for each sub -contractor. All
coverages for subcontractors shall be subject to all of the requirements stated herein.
17. Indemnification. The Contractor shall indemnify and hold the City harmless from any and all
personal injury or property damage claims, liabilities, losses or causes of action which may arise out
of the use and occupancy of the property by the Contractor, its family, associates, contractors,
agents, employees, customers and attendees. Nothing in this agreement shall be construed as the
City waiving its immunity pursuant to §768.28, at seq., Florida Statutes, or any other sovereign or
governmental Immunity. The selected Proposer shall pay all claims and losses in connection
therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the
name of the City, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorney's fees which may be incurred thereon. The selected Proposer expressly
understands and agrees that any insurance protection required by this contract agreement or
otherwise provided by the selected Proposer shall in no way limit the responsibility to indemnify, keep
and save harmless, and defend the City or its officers, employees, agents, and instrumentalities as
herein provided.
18. Change Orders. City may at any time, as the need arises, order changes within the scope of the
services without Invalidating the Agreement. If such changes result in an increase or decrease in the
Contract Price, or In the time required for performance of the Services, an equitable adjustment shall be
authorized by way of a Change Order.
19. Termination of Agreement. Either party may terminate this Agreement by giving the other party
thirty (30) days written notice. In the event of termination, City will be responsible for compensating
Contractor only for those Services satisfactorily completed or partially completed up to the date of
termination. Contractor shall not be entitled to compensation for loss of anticipated profit.
20. Licenses and Certifications. Contractor, or its sub-conbactor(s), shall possess and maintain during
the term of this Agreement any and all licenses required to perform the Services covered under this
AgreemenL as stipulated by the State of Florida and The City of Sebastian.
21. Additional Terms and Conditions (alphabetically listed):
21.1 Assignment. Neither City nor Contractor shall sell, assign or transfer any of its rights, duties or
obligations under the Agreement without the prior written consent of the other Party. in the
event of any assignment Contractor remains secondarily liable for performance of the
Agreement unless City expressly waives such secondary liability.
21.2 Bankruptcy or Insolvency. Contractor shall promptly notify City in writing of the filing of any
voluntary or involuntary petition for bankruptcy and/or of any insolvency of Contractor or any of
its subcontractors who are involved In the provision of the Services under this Agreement.
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21.3 Compliance with Laws. Contractor shall comply with all laws, rules, codes, ordinances, and
licensing requirements that are applicable to the conduct of its business, including those of
Local, State and Federal agencies having jurisdiction and authority. These laws, shall Include,
but not be limited to, Chapter 287 of the Florida Statutes, the Uniform Commercial Code, the
Immigration and Nationalization Act, the Americans with Disabilities Act, the United States
Occupational Safety and Health Act, the United States Environmental Protection Agency, the
State of Florida Department of Environmental Protection, and all prohibitions against
discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status,
sexual orientation, gender identity or expression or veteran's status. Violation of such laws shall
be grounds for termination of the Agreement.
21.4 Conflict of Interest. Contractor covenants that it presently has no interest and shall not acquire
any interest which would conflict in any manner of degree with the performance of the Services
covered under this Agreement Furthermore, Contractor warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for 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
Contractor any fee, commission, percentage, gift or other consideration contingent upon or
resulting from the award or making of this Agreement Contractor, and its subcontractors at any
fier, certify that they have not entered into any contract, sub -contract, or arrangement in
connection with the Project covered under this Agreement, or of any property included or
planned to be included in the Project, in which any member, officer, of employee of Contractor or
its subcontractors, during its tenure, or for two years thereafter, has any interest, direct or
indirect.
21.5 Correction of Services. Contractor shall promptly remove from the premises all Services rejected
by City for failure to comply with the Contract Documents, whether incorporated into the Project or
not, and Contractor shall promptly replace and re -execute the Services in accordance with the
Contract Documents, without additional expense to City, and shall bear the expense of making good
all Services of other contractor's work destroyed or damaged by such removal or replacement. All
removal and replacement of Services shall be done at Contractor's expense. If Contractor does not
take action to remove such rejected Services within ten (10) calendar days after receipt of written
notice from City, City may remove such Services on their own and store the materials at the
expense of Contractor.
21.6 City Funds. If sufficient funding is not available for Contractor to complete the Services, City
reserves the right to modify the terms and conditions of the Agreement to change the Scope of
Services to reduce the cost to match any available funding. If such modifications to the Scope of
Services are not feasible, or if funding has been totally exhausted prior to Contractor's
completion of its Services, the Agreement shall be terminated on terms reasonably acceptable to
both parties. Additionally, in accordance with Section 216.347, Florida Statutes, and as provided
herein, Contractor may not expend any City funds for the purpose of lobbying the legislature, or
local, state or federal agencies.
21.7 Debarment. Contractor certifies to the best of their knowledge and belief, that they and their
principals 1) are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Municipal, City, State or
Federal department or agency, 2) have not, within a three-year period preceding execution of
this Agreement, been convicted of or had a civil judgment rendered against them for commission
of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a
public (Federal, State or local) transaction or contract under a public transaction; violation of
Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records; making false statements; or receiving stolen property, 3)
are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State or local) with commission of any of the offenses enumerated above, 4) have not
within a three-year period preceding execution of this Agreement had one or more public
transactions (Federal, State or local) terminated for cause or default, and 6) will advise City
Immediately if their status changes and will provide an explanation for the change In status.
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21.8 Discriminatory Vendor. Contractor certifies that they are not subject to Section 287.134 (2)(a)
which specifies that an entity or affiliate who has been placed on the discriminatory vendor list
may not submit a bid on a contract to provide any goods or services to a public entity, may not
submit a Bid on a contract with a public entity for the construction or repair of a public building or
public work, may not be awarded or perform work as a contractor, supplier, sub -contractor, or
consultant under a contract with any public entity, and may not transact business with public
entity.
21.9 Dispute Resolution. For any dispute concerning performance of the Agreement, which includes
without limitation controversies based upon breach of contract, mistake, misrepresentation, or
other cause for contract modification or rescission, City shall attempt to reach a mutual
agreement as to the settlement and resolution of the dispute with Contractor. Should a mutual
agreement not be reached, City shall render a decision and reduce such to writing and serve a
copy on Contractor. The decision shall be final and conclusive.
21.10 Disposal of Wastes. Contractor shall handle any waste materials generated in the performance
of the Services in full compliance with all laws, regulations, and requirements of all governmental
authorities and those of City. Contractor shall use only disposal facilities which have proper
pennits and are in full compliance with all Laws. Contractor agrees that City has the right to
reject, for any reason, Contractor's use of any particular disposal facility. Refer to Section 4.15
Clean Up in the ITB Documents.
21.11 Documentation. All tracings, plans, specifications, maps, computer files and/or reports prepared
or obtained under this Agreement, as well as all data collected, together with summaries and
charts derived there from, will be considered works made for hire and will become the property
of City upon expiration or termination of the Agreement without restriction or limitation on their
use. Upon delivery to City of said document(s), City will become the custodian thereof in
accordance with Chapter 119, Florida Statutes. Contractor will not copyright any material and
products or patent any invention developed under this Agreement. Copies of these documents
are not to be sold or distributed to third parties without the written consent of City,
21.12 Drug Free Workplace: Contractor certifies that it has in place a Drug -Free Workplace Program
in accordance with the Drug -Free Workplace Act of 1988 (41 U.S.C. 702-706). Refer to Forth F
submitted with Bid.
21.13 Employees, Subcontractors and Agents. All Contractor employees, subcontractors, and
agents performing any of the Services under the Agreement shall be properly trained to meet or
exceed any specified training qualifications. Upon request Contractor shall furnish a copy of
certification or other proof of qualfication. All employees, subcontractors, and agents of
Contractor must comply with all security and administrative requirements of City. City may
conduct, and Contractor shall cooperate in, a security background check or otherwise assess
any employee, sub -contractor, and agent of Contractor. City may refuse access to, or require
replacement of, any of Contractor's employee, subcontractor and agent for cause, including, but
not limited to, technical or training qualifications, quality of services, change in security status, or
non-compliance with Citys security or other requirements. Such refusal shall not relieve
Contractor of its obligation to perform all Services in compliance with the Agreement City may
reject and bar from any facility for cause any of Contractor's employees, subcontractors, or
agents. City shall have the right to review and approve any sub -contractor used by Contractor.
Contractor shall be fully responsible to City for the acts and omissions of its subcontractors, and
persons directly or indirectly employed by them. It is Contractor's responsibility to ensure that
their subcontractors are property licensed to do business in the State of Florida and City of
Sebastian, as required by law.
All workmen must have sufficient knowledge, skill and experience to properly perform the work
assigned to them. All workmen must have proper FDOT safety vest or safety shirts during any
mowing, staging of MOT or clean-up operation.
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21.14 Environmental Issues. All notifications regarding environmental issues or requirements shall be
sent immediately to City's Contact Person. Unless directed otherwise by City, Contractor is not
to contact any local, state or federal governmental agencies concerning environmental Issues
involving the Project Site.
21.15 Equal Employment Opportunity. Contractor shall not discriminate on the basis of race, color,
sex, age, national origin, religion, and disability or handicap in accordance with the Provisions of:
Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000 et see.l, Tide VII of the Civil Rights Act
of 1968 (42 U.S.C. § 3601 ej M.), Florida Civil Rights Act of 1992 (§ 760.10 sl sea.). Title 41
CFR Part 60 for compliance with Executive Orders 11246 and 11375, Title 49 CFR 23 and Tide
49 CFR 26 for Disadvantaged Business Enterprises, Age Discrimination Act of 1975 (42 U.S.C.
§ 6101, at sea. , Title 49 CFR 21 and Title 49 CFR 23, Nondiscrimination on the basis of
handicap, Tide 49 CFR 27, Americans with Disabilities Act of 1990 (42 U.S.C. 12102, at. seq.),
Federal Fair Labor Standards Act (29 U.S.C. § 201, at seal, and any other Federal and State
discrimination statutes. Contractor shall furnish pertinent information regarding its employment
policies and practices as well as those of their proposed subcontractors as the State of Florida
Department of Transportation, the Secretary of Labor, or City may require. The above shall be
required of any sub -contractor hired by Contractor. All Equal Employment Opportunity
requirements shall be included in all non-exempt sub -contracts entered into by Contractor. Sub-
contracts entered into by Contractor shall also include all other applicable labor provisions. No
sub -contract shall be awarded to any non -complying sub -contractor. Additionally, Contractor
shall insert in Its sub -contracts a clause requiring subcontractors to include these provisions in
any lower tier subcontracts that may in turn be made. Contractor shall comply with all state
laws and local ordinances.
21.16 E-Verification System. Contractor shall comply with the Executive order No. 12989 as
amended, and Executive Order No. 11-116, and agrees to utilize the U.S. Department of
Homeland Security's E-Verify system, p,, to verify the employment
eligibility of. (1) all persons employed by Contractor during the contract term to perform any
duties within Florida, and; (2) all persons, including subcontractors, assigned by Contractor to
perform work pursuant to this Contract. Contractors meeting the terms and conditions of the E-
Verify System are deemed to be in compliance with this provision.
21.17 Force Majeure Event. Neither party shall be considered to be in default in the performance of Its
obligations under this Agreement, except obligations to make payments with respect to amounts
already accrued, to the extent that performance of any such obligations is prevented or delayed
by any cause, existing or future, which is beyond the reasonable control, and not a result of the
fault or negligence of, the affected party (a "Force Majeure Event"). If a party is prevented or
delayed in the performance of any such obligations by a Force Majeure Event, such party shall
immediately provide notice to the other party of the circumstances preventing or delaying
performance and the expected duration thereof. Such notice shall be confirmed in writing as
soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to
the extent reasonable, to remove the obstacles which prevent performance and shall resume
performance of Its obligations as soon as reasonably practicable. A Force Majeure Event shall
include, but not be limited to acts of civil or military authority (including courts or regulatory
agencies), act of God (excluding normal or seasonal weather conditions), war, riot, or
insurrection, inability to obtain required permits or licenses, hurricanes and severe goods.
21.18 Governing Law and Venue. The Agreement shall be governed in accordance with the laws of
the State of Florida. In the event of litigation with respect to the obligation of the parties to the
Agreement, the jurisdiction and venue of such action shall be an appropriate State Court in
Indian River County, Florida.
21.19 Governmental Restrictions. If Contractor believes that any governmental restrictions have
been imposed that require alteration of the materials used, the quality, workmanship or
performance of the Services offered under the Agreement, Contractor shall immediately notify
City in writing, indicating the specific restriction. City reserves the right and the complete
discretion to accept any such alteration or to cancel the Agreement at no further expense to City.
r`
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21.20 Immigration and Nationality Act: Contractor shall comply with all immigration laws as outlined
in 8 USC 6 1324a - Unlawful emq%nnent of aliens. City will not intentionally award City
contracts to any Contractor who knowingly employs unauthorized Alien workers. Any violation of
the employment provisions outlined In the Immigration and Nationality Act throughout the term of
any Agreement with City may result in immediate termination of the Agreement. City will
consider the employment of unauthorized aliens a violation of Section 274A (a) of the
Immigration and Nationality Act Such violation will be cause for unilateral cancellation of the
Agreement, by City, if Contractor knowingly employs unauthorized aliens,
21.21 Inspection, Performance, Supervision. City reserves the right to inspect the Services provided
by Contractor, whether partially or fully completed, at any time, as deemed appropriate by City
for the purpose of ensuring Contractors performance under the Agreement Such inspections
performed by City, shall not be construed as a final approval of Contractors Service, and shall
not relieve Contractor from its obligations under the Agreement. City reserves the right to
inspect, at any reasonable time with prior notice, Contractors facilities to assess conformity of
the provision of the Services with the Agreement requirements. City reserves the right to
investigate or inspect, at any time, whether the provision of the Services complies with the
Agreement requirements. Contractor shall at all times during the Agreement term remain
responsive and responsible. Contractor must be prepared, if requested by City, to present
evidence of experience, ability, and financial standing, as well as a statement as to capacity of
Contractor for the performance of the provision of the Services covered under the Agreement.
This paragraph shall not mean or imply that it is obligatory upon City to make an investigation
either before or after award of the Agreement, but should City elect to do so, Contractor is not
relieved from fulfilling all Agreement requirements. Contractor shall supervise and direct the
performance of its Services and shall be solely responsible for the means, methods, techniques,
sequences, and safety of construction and operations. Contractor will employ and maintain at the
Project Site a qualified supervisor or superintendent who shall have been designated in writing by
Contractor as the Contractors representative at the Project Site. The supervisor or superintendent
shall have full authority to act on behalf of Contractor and all communications given to the
supervisor or superintendent shall be as binding as if given directly to Contractor. The supervisor or
superintendent shall be present on the Project She at all times as required to perform adequate
supervision and coordination of the Contractors Services.
21.22 Lawful Claims and Demands. Should any outstanding claims by subcontractors or suppliers
incurred in the performance of the Services materialize after City has made Payment to
Contractor, Contractor will Indemnify and save City harmless from such claims. Acceptance by
Contractor of payment shall be and shall operate as a release to City of all claims and all
liabilities to Contractor, other than claims In stated amounts as may be specifically excepted by
Contractor for things done or fumished in connection with the provision of the Services, and for
every act and neglect of City and others relating to or arising out of the provision of the Services
covered under this Agreement. Any payment, whether final or otherwise, shall not release
Contractor or his sureties from any obligations under the Agreement.
21.23 Liquidated Damages. The City shall be entitled to liquidated damages in the amount of One
Hundred Dollars ($100.00) per day for every day that the Contractor is late in completing
the work requirements for each Work Ober as stipulated in the agreement, and bidding
documents. Said damages shall be deducted by the City from monies due to Contractor.
21.24 Lobbying. Contractor shall not, in connection with the Agreement, directly or indirectly (1) offer,
confer, or agree to confer any pecuniary benefit on anyone as consideration for any City officer
or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation
of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of,
or at the direction or request of, any City officer or employee. For purposes of clause (2),
"gratuity" means any payment of more than nominal monetary value in the form of cash, travel,
entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money,
Services, employment, or contracts of any kind.
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21.25 Non -Collusion. Contractor agrees that neither it, nor any of its officers, partners, agents or
employees have entered into any agreement, participated in any collusion, or otherwise taken
any action which is in restraint of a free competitive solicitation in connection with this
Agreement, and that Contractor intends to do the work with its own bona fide employees or
subcontractors and has not provided a response for the benefit of another contractor.
Furthermore, Contractor certifies that its affiliates, subsidiaries, directors, officers, and
employees are not currently under Investigation by any governmental authority and have not in
the last ten (10) years been convicted or found liable for any act prohibited by law in any
jurisdiction, involving conspiracy or collusion with respect to submitting a response on any public
contract.
21.26 Non -Performance Clause. The Contractor recognizes that due to the nature of the services to
be performed under this Agreement, it is essential that the Work be completed in a timely
manner in accordance with the schedules approved by the City. Non-performance/deficiencies
as identified by the City to the Contractor shall be addressed 1. Verbally 2. Written Notice. If the
deficiency has not been corrected to the satisfaction of the City within the time frame provided,
the City may have the work performed by either its internal personnel or a third parry and charge
the cost against payments due the Contractor. Repeated deficiencies may result in the
termination of this Agreement.
21.27 Project Site Conditions. Contractor shall be deemed to have examined Project Site(s), if
applicable and to have secured full knowledge of all conditions under which the Services are to
be executed and completed.
21.28 Protection of Persons. Contractor will be responsible for the safety of its employees and the
employees of its subcontractors, during the provision of the Services. Contractor will be
responsible for initialing, maintaining and supervising all safety programs in connection with the
provision of the Services in accordance with applicable safety standards and regulations, as
promulgated by the United States Occupational Safety and Health Act Contractor shall report
promptly to City any accident or unusual occurrence during performance of the Services,
including personal injury or death to any Contractor employee, subcontractor employee or any
member of the public, or any damage to any of City's property, the Project Site, or adjacent
property.
21.29 Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid, proposal, or reply on a
contract to provide any goods or services to a public entity; may not submit a bid, proposal, or
reply on a contract with a public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property to a public entity; may
not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017, Florida Statutes for CATEGORY TWO for a period
of 36 months following the date of being placed on the convicted vendor list.
21.30 Relationship. Contractor is an independent contractor to City in the provision of the Services
under this Agreement and is not an employee, agent, joint -venture, or partner of City.
21.31 Risk of Loss. Until the Services have been accepted by City, risk of loss or damage to any
materials, equipment, supplies or work product, whether partially or fully completed, that are
associated with the Services shall remain with Contractor.
21.32 Schedules, Reports and Records. Contractor shall submit to City cost schedules, progress
schedules, estimates, records, reports, and any other data, as related to the provision of the
Services covered under the Agreement Furthermore, City reserves the right to inspect and audit
Contractor's books and records relating to the Agreement, when deemed appropriate by City. All
schedules, reports and records of Contractor, as they relate to the Agreement, shall be retained by
Contractor for a period of three (3) years from the date of final payment under the Agreement
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21.33 Security and Confidentiality. Contractor shall comply fully with all security procedures of City in
the performance of the Agreement. Contractor shall not divulge to third parties any information
obtained by Contractor or its agents, distributors, resellers, subcontractors, officers or
employees In the course of the provision of the Services without the written consent of City.
However, Contractor shall be permitted to release information to third parties if such information
is publicly available through no fault of Contractor, information that Contractor developed
independently without relying on City's information, or information that is otherwise obtainable
under State and Federal law as a public record. To Insure confidentiality, Contractor shall take
appropriate measures as to its personnel, agents, and subcontractors. The warranties of this
paragraph shall survive the Agreement.
21.34 Severabilfty. If a court deems any provision of the Agreement void or unenforceable, that
provision shall be enforced only to the extent that it is not in violation of law or is not otherwise
unenforceable and all other provisions shall remain in full force and effect.
21.35 Survival. All express representations, waivers, indemnifications, and limitations of liability
included in this Agreement will survive completion or termination of the Agreement for any
reason.
21.36 Taxes. Contractor shall pay all sales, consumer, use and other similar taxes required to be paid
by Contractor in accordance with the laws and regulations of the State of Florida which are
applicable to the provision of the Services under the Agreement. City will not pay for any
personal property taxes levied on Contractor or for any taxes levied on Contractor's employees'
wages. City is a polifical subdivision of the State of Florida and holds a State of Florida Sales
Tax Exemption Certificate (No. 85-8012621778C-1). All purchases made by City directly from a
dealer, distributor or manufacturer for materials, equipment or supplies ("direct purchase")
instead of through the Contractor are exempt from sales, consumer, use and other similar taxes.
21.37 Waiver. The delay or failure by City to exercise or enforce any of its rights under this Agreement
shall not constitute or be deemed a waiver of City's right thereafter to enforce those rights, nor
shall any single or partial exercise of any such right preclude the City of any other or further
exercise thereof or the exercise of any other right
22. Authority. Each person signing the Agreement warrants that he or she is duly authorized to do so
and to bind the respective parry to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and
year noted above.
ATP�TJ'EvEST (SEAL):/ ® THE CITY OF SEBASTIAANN [ 7
'CITYCw �QM/.L C.CCII"V1 BY.
C L,PAUL�L ,CITY MANAG�Ra
Approved as to form and legality for STS MAINTAIN SERVICES, INC.
reliance by the City of Sebastian only:
BY:
E BETH FARRARA, OWNER
JAM D. eCITY ATTORNEY _
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