HomeMy WebLinkAbout2021 Contract - Exp. 01/14/2024CRA DISTRICT LANDSCAPE MAINTENANCE AGREEMENT
ITB #21-02: Landscape Maintenance in Sebastian CRA District
AGREEMENT APPROVED BY CITY COUNCIL: DECEMBER 9, 2020
AGREEMENT EFFECTIVE DATE: JANUARY 15, 2021
1. Parties:
City of Sebastian, a municipal corporation of the State of Florida, (City).
and
SSS Brevard OPCO LLC dba Tropical Property Management (Contractor).
2. Designated Contact Person as to CCU: 3. Designated Contact Person as to Contractor
Lisa Frazier (PROJECT MANAGER)
Community Development Director
1225 Main Street
Sebastian, Florida 32958
Phone: T72-388-8228
Email: grazier@cityofsebastian.org
Tim Velde
Senior Branch Manager
63001" St SW
Vero Beach, FL 32968
Phone: 772-562-1800
E=ail: office@tpmlandscape.wm
4. Agreement Document. 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 Submission, (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.
1. Exhibit W — Bid Form submitted by Contractor
2. Exhibit"B'—Contractor's Bid Submission
3. Exhibit °C"— ITB #21-02 Solicitation Documents, including any addenda, plans and specifications
S. Services. Contractor is to furnish all supervision, labor, materials, equipment, tools, transportation,
supplies and expertise necessary for providing services. Components of the landscaping
maintenance services include but are not limited to: turf, ornamental and shrub maintenance; tree
maintenance, fertilization and pest control, in accordance with the specifications listed in Exhibit "C'.
6. Term. The effective date will be on January 15, 2021 for a three (3) year term, with the option to
renew for two (2) — one (1) year terms contingent upon Contractor's performance and budget
availability. Proposed changes to fees shall be communicated, in writing, to the City 90 days prior to
agreement expiration. The intent to extend the agreement will be by written notification to the
Contractor by the Procurement Division 60 days prior to agreement expiration.
NOTE: The City, at its sole discretion, reserves the right to exercise this renewal option.
7. Compensation. City shall pay Contractor for the completion of the work, in accordance with the
Bid Form set forth on the attached Exhibit 'A' in the annual cost of ONE HUNDRED SEVENTY-ONE
SIX HUNDRED EIGHTY-FOUR DOLLARS AND ZERO CENTS ($171,694.00). Item quantities can
be modified as determined by the City, unit prices shall be consistent with Bid Form - Exhibit W.
Completed work must be inspected and accepted by the City of Sebastian's designated Project
Manager.
NOTE: The City reserves the right to request additional Information or documentation to detail
Items on payment request.
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8. COVID-19 Disclaimer. Due to the public health and safety concerns relating to the COVID-19 Virus,
the Stakeholder may, in their sole discretion, unilaterally alter the Term or other terms of the
Agreement(s) or purchase order(s) to ensure the safety and welfare of the Stakeholders residents
and employees. No prior written notice shall be necessary to modify the Term pursuant to this
paragraph. Unless otherwise explicitly stated, all other provisions of the Agreement or Purchase
Order shall be binding upon the parties.
9. 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, 'd someone else is
designated to receive notice.
10. 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 tens, 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 fortes furnished by Contractor to City for approval or payment shall not constitute
acceptance of the proposed modification to terms and conditions.
11. Services Provided by Contractor. The Services to be provided by Contractor are summarized in
Exhibit "C", attached to this Agreement. If City identities 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.
12. 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 arse as to the quality, completeness and acceptability of work
performed, or work to be performed, interpretation of plans/specifications and all technical questions
as to the acceptable fulfillment of the Agreement 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.
13. Materials, Services, and Facilities: It is understood that, except as otherwise specifically stated in the
Agreement. 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. The City will provide Contractor with access to the Facilities so as to permit Contractor to meet its
obligations herein.
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14. 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 Certificate(s) of Insurance at all times during the duration of the agreement, including
renewal terms.
14.1 Minimum Insurance Requirements. The coverage's, limits or endorsements required herein protect
the primary interests of City, and these coverage's, limits or endorsements shall in noway be required
to be relied upon when assessing the extent or determining appropriate types and limits of coverage to
protect Contractor against any loss exposures, whether as a result of the Project or otherwise. The
requirements contained herein, as well as City's review or acknowledgement, is not intended to and
shall not in any manner limit or qualify the liabilities and obligations assumed by Contractor under this
Agreement
Comprehensive Liability Not less than $1,000,000 Combined Single Limit per each occurrence
Automobile Liability Not less than $500,000 Combined Single Limit
In accordance with Florida Statutes 440, maintain workers
Worker's Compensation compensation insurance to the extent required by law for all their
employees to be engaged in work under this Agreement.
14.2 Other Insurance Provisions:
14_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.
14_2.2 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, co-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.
14_2.3 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.
142.4 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 agreement and for any
events occurring during the agreement period, whether the suit is brought during the
agreement 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.
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15. 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 Bid
Price(s), or in the time required for performance of the Services, an equitable adjustment shall be
authorized by way of a Change Order.
16. 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 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.
17. Termination of Agreement. Either party may terminate this Agreement by giving the other party
thirty (30) days written notice. If either party defaults in the performance of this Agreement or
materially breaches any of its provisions, the non -defaulting party may, at its option, terminate this
Agreement by giving written notification thereof to the defaulting parry. 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.
18. Licenses and Certifications. Contractor, or its sub-Contractor(s), shall possess and maintain during
the term of this Agreement any and all licenses required to perform the Services covered under this
Agreement, as stipulated by the State of Florida and The City of Sebastian.
19. 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 1225 MAIN STREET, SEBASTIAN, FL 32958; EMAIL:
jwilliams@cltyofsebastian.org; PHONE: 772-388-8215.
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20. Payment of Payment Requests:
20.1 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 requestlinvoice is recorded as received by City, for Services
completed to the satisfaction of City.
20.2 Form 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.
20.3 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 portion 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 dale 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.
20.4 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 If 0) business days after Contractor's 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.
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21. Warranties
21.1 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 Contractor's ability to satisfy its
obligations under the Agreement.
21.2 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.
21.3 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 sub consultant's or subcontractors warranties. Such
assignment shall not relieve Contractor of its warranty obligations for performance or standard of
care to City under this Agreement.
21.4 Warranty of Title. 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.
22. Additional Terms and Conditions (alphabetically listed)
22.1 Assignment. Neither City nor Conlraclo shall sell, assign or transfer any of its rii duties or obligations under the
Agreement vdlhoul the poor Milan consent of the other Parry. In the event of any assignment, Contractor remains
secondary, liable for performance of the Agreement, unless City expressly waives such secondary liability.
22.2 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 Mo are involved In the
provision of the Services under this Agreement.
22.3 Compliance with Laws. Connector 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 Ad. the Americans with Disabilities Ad, the United Stales Occupational
Safety and Health Ad, the United Stales Environmental Protection Agency, the Slate of Florida Department of
Enviromnenlal 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 vetemn's status. violation of such
laws shall be grounds for termination of Me Agreement.
22A Conflict of Interest Contractor covenants that It presently has no Interest and shall not acquire any interest which vinud
conflict in any manner of degree with the performance of the Services covered under this Agreement. Furthermore,
Contractor winners that It has not employed or retained any company or person, other than a bona fide employee
wdrkirg 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 fim, other than a bona fide employee vrorking solely for Contractor any fee,
commission, percentage, gift or other consideration contingent upon or resulting ham the award or making of this
Agreement. Contractor, and Its subcontractors at any tier, drily Nat they have not entered Into any agreement, sub -
agreement, or arrangement in connection with the Prolect 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 he subcontractors,
during Its tenure, or for fed years (hereafter, has any interest, direct or Indirect.
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22.5 Connection of Services. Contractor shall promptly annoxe from the premises all Services rejected by City for failure to campy
with the Agreement. whether incorporated into the Project or not. and Contractor shag promptly replace and re-exaNe the
Services in accordance win Be Agreement without add'Nonal expense to City, and shall bear IN expense of making good all
Services Of other Contractors work destroyed or damaged by such removal or replacement All removal and replacement of
Services shall be done at Contactors expense. 0 Contractor does not take action to remove sudl rejected Services Within
ten (10) calendar days after receipt of written notice from City, City may remove such Services on their own antl store the
materials at the expense of Contractor.
22.6 City Funds. If sufficient funding is not available for Contractor to complete the Services, City reserves the night to motley
the terms and conditions Of the Agreement to charge the Scope of Services to reduce the cost to match any available
funding. If such modifications to the Scope of SeMces are not feasible. or If funding has been totally exhausted prior to
Contractors completion of its Services, the Agreement shall be terminatetl on terns 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 Me legislature, a local, stale or federal agencies.
22.7 Debarment Contractor ce fifes to the best of their knowledge and belief, that they and their principals 1) are not
presently dammed. 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 penod
preceding execution of this Agreement, been convicted of or had a civil judgment renderetl against them for commission
of haud or a criminal offense In connection With Obtaining, attempting to obtain, or performing a public (Federal, State or
local) transaction or agreement under a public transaction; violation of Federal or State antitrust slalmes 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 (Fed 1, Stale or local) terminated for
cause or default. and 8) will advise City immediately If thalr status changes and will provide an explanation for the
change in status.
22.8 Discriminatory Vendor. Contractor ceNfes that they am not subject to Section 287.134 (2)(a) which specifies that an
entry or affiliate who has been placed on the discriminatory vendor list may not submit a biaGid on an agreement to
provide any goods or services to a public entity, may not submit a Bil on an agreement with a public enbly 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 an agreement with any public entity, and may not transact business with public
entity.
22.9 Dispute Resolution. For any dispute comceming performance of the Agreement, which includes without Iindation
controversies based upon breach of agreement, mistake, misrepresentation, Or other cause for agreement 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.
22.10 Disposal of Wastes. Contractor shall handle any waste materials generated in the performance of me Services in full
compliance win all laws, regulations, and requirements Of all governmental authorities and those of City. Contractor
shall use only disposal facilities which have proper pemdls and are In full compliance with all Laws. Contractor agrees
Mat City has the right to reject. for any reason. Contractors use of any particular disposal facility. All unusable materials
and debris shall be disposed of in an appropriate manner.
The use of a roll off is permitted. Upon final completion. the Contractor shall thoroughly clean up all areas where Work
was done as mutually agreed upon with Me Project Manager. Contractor shall at all times, during the performance of
Services, keep the Worksite free and dear of all rubbish and debris. Any material or Waste generated by Contractor or Its
employees, agents and Subcontractors shall be removed and disposed of by the Contractor at its expense, to Me,
satisfaction of the City. In [be event Contractor fails to remove all rubbish, debre, materials and waste from the Worksite.
Me City may employ labor and equipment necessary to dear the site and charge Contractor for the Clty's cost incurred
cleaning the site.
Contractor shall restore In an acceptable manner or replace all property, both public aid private, which has been
displaced or damaged by the Contractor during the execution of the work. Contractor shall leave the Vin ksite
unobstructed and In a neat and presentable condition. The ism "properly shall Include, but Is not limited to, roads,
sidewalks, verbs, driveways, walls, fences, landscaping, awnings, ufililies, fooWgs and drainage structures.
22.11 Documentation. All tracings, plans, specifications, maps, computer files andlor repots preparetl or obtained under this
Agreement, as well as all data collected, together with summaries and Mane 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 mid document(s). City volt become the custodian thereof in
accordance wltb Chapter 119, Florida Statmes. 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 distiibuled to Mid pages
without ante written consent of City.
22.12 Drug Free Workplace: Contractor ceNfies that it has in place a Drug -Free Workplace Program in accordance vim the
Drug -Free Workplace Ad of 1988 (41 U.S.C. 702-706). Refer to Form F submitted With Bid,
22.13 Electronic Signature(s). Contractor, If and by offering an electronic signature In any farm whatsoever, Wit accept and
agree to be bound by sold electronic signature to all terms and condition of this Agreement. Further. a duplicate or copy
Of the Agreement that contains a duplicated or nomodglnal signature will be treated the same as an original, signed copy
of this original Agreement for all purposes.
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22.14 Employees, Subcontractors and Agents. All Contractor employees, subcontractom, and agents performing any of the
Services under the Agreement shall be property trained to meet or exceed any specified training qualifications. Upon
request, Contractor Shell lumish a copy of ce ffication or other proof of qualification. 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 Contractors employee. subcontractor
and agent for cause, Including, bud not limited to, technical or mining qualifications, quality of services, change in
security status, or non-compliance with Clys 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
muse any of Contractors employees, subcontractors, or agents. City shall have Ire right to review and approve any
sub -Contactor used by Connector. Contractor shall be fully responsible to City for the acts and omissions of 8s
subcontractors. and persons directly or indirectly employed by them. It is Contractors responsibility to ensure that their
subcontractors am property licensed to do business in Ma, State of Florida and City of Sebastian, as required by law.
All workmen must have sufident knowledge, skill and experience to property perform the work assgnetl to them. All
workmen must have proper FOOT safety vest or safety shirk during any mowing, staging of MOT or dean up operation.
22.15 Environmental ISSueS. All medications regarding environmental issues or requirements shall be sent immediately to
Ciys Connect Pelson. Unless directed otherwise by City, Contractor is not to contact any local, state or federal
governmental agencies concerning environmental issues Involving the Project Site.
22.16 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: Tille VI of the Civil Rights Act of 1964 (42 U.S.C.
§ 2000 at tea. , Title WI of the CMI Rights Act of 1968 (42 U.S.C. § W01 91 mil Florida Chit Rights Act of 1992 (§
760.10 gj egg.), Title 41 CFR Part 60 for compliance with Executive Orders 11246 and 11375. Me 49 CFR 23 and Title
49 CFR 26 for Disadvantaged Business Enterprises, Age Discrimination Ad of 1975 (42 LLSC. § 6101. at see. , Title 49
CFR 21 and THIS 49 CFR 23, Nondiscrimination on the basis of handicap. Trine 49 CFR 27, Americans with Disabilities
Act of 1990 (42 U.S.C. 12102. at. sect.). Federal Fair Labor Standards Ad (29 U.S.C. § 201. at smJ, and any other
Federal and Slate discrimination stables. Connector shall furnish pertinent information regarding its employment
policies and practices as well as moss of their proposed subcontractors as the Stale 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 nonexempt subagreements
entered Into by Comractor. Sub -agreements entered Into by Contractor shall also Include all other applicable labor
provisions. No sub -agreement shall be awarded to any non -complying sub -Contractor. Additionally, Contractor shall
Insert In Its sub -agreements a clause requiring subcontractors to include these provisions In any lower tier sub -
agreements that may in turn be made. Contractor shall comply with all state laws and local ordinances.
22.17 E-Verification System. Contactor shall empty 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-Verily system, hboS;l/e-
verifv.uscis.eev/ern to verify the employment eligibility of (1) all persons employed by Contactor du sing the agreement
term to perform arty duties within Florida, and: (2) all persons, including subeonbdors, assigned by Connecter to
perform work pursuant to this Agreement. Contractors meeting the terms and conditions of the E-Verify System are
deemed to be in compliance With this provision.
22.18 Farce 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 me extent that
performance of any such obligations is pravenled 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 park 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 me 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 ado of civil qr military authority (including cauns or regulatory agencies), act of Gad (excluding normal or
seasonal weather conditions), war, dot, or insurection, Inability to obtain required permits or licenses. hummnes and
severe floods.
22.19 Governing law and Venue. The Agreement shall be governed in accordance with the laws of the Stale of Florida. In
the event of litigation with respect to the obligation of me parties to the Agreement, the jurisdiction and venue of such
action shall be an appropriate State Court in Indian River County, Flonda.
22.20 Governmental Restrictions. If Contractor believes that any governmental restrictions have been imposed that require
alienation of the materials used, the quality, workmanship or performance of me Services offered under Me Agreement,
Contractor shall Immediately nobly City In writing, Indicating the specific restddlon. City reserves the right and the
complete discretion to accept any such alteration or to cancel the Agreement at no further expense to City.
22.21 Immigration and Nationality Act Contractor shall comply with all immigmflon laws as outlined in 8 USC 6 13240 -
Unlawfrl ernMMoo+vmmant of aflans City MI not intentionally award City agreements to any Connector who knowingly
employs unaulhonxed Allen workers. Any violation of the employment provision outlined in me immigration and
Nationality Ad mroughout me term of any Agreement win City may mull in immediate termination of the Agreement.
City will consider the employment of unauthorized aliens a vmlation of Section 274A (a) of the Immigration and
Nationality Ad. Such violation will be muse for unilateral cancellation of the Agreement, by City, if Contractor knowingly
employs unauthorized aliens.
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22.22 Inspection, Performance, Supervlelon. City reserves the right to inspect the Service§ Provided by Contractor, whether
partially or fully completed, at any time, as deemed appropriate by City for the purpose of ensuring Conjuncture
performance under the Agreement. Such Inspectors perf anal by City, shall not be constmetl as a final approval of
Contractors Service, and shall not relieve Contractor from Its obligations under the Agreement. City reserves the right to
insrad, 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 plans to do so,
Contractor Is not relieved from /ulfilling all Agreement requirements. Contractor shall supervise and direct the pmfomdmda
of its Services and shall be solely responsible for the means, methods, techniques, sequences, and safely of constri and
operation. Contractor will employ and maintain al tie Project Site a qualified supervisor or superintendent who shag have
been designated in wilting by Contractor as the Contractors representative at the Project Site. The supervisor or
smednteMmt shall have full authority to ad on behaff of Contractor and all communications given to the supervisor or
supenmendem shall W as binding as If given directly to Contractor. The supervisor or superintendent shall be present on the
Project Site at all times as required to perform adequate supervision and coordination of the Comradoes Services.
22.23 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 Connector of payment shall be and shall operate as a release to City of
all claims and all liabilities to Connector. other than claims in stated amounts as maybe specifically excepted by
Convector for things done or famished in connection with vie provision of the Services, and far every act and rallied of
City and others relating to or ansing out of the provision of the Services covered under this Agreement. Any payment.
whether final or otherwise, shall not release Contractor or his sureties mom any obligations under the Agreement.
22.24 Lobbying. Contractor shall nc. In connection Win the Agreement, directly or Indirectly (1) offer, writer, or agree to
confer any pecuniary benefit on anyone as consideration for any City officer or employee's decision, opinion,
recommendation, vote, other exeense of dii 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), "graguly means any payment of more than nominal monetary value In the farm of cash, travel, entertainment.
gifts, meals, lodging, loans, subscriptions. advances, deposits of money. Services, employment. or agreements of any
kind.
22.25 Non-Collusloo. Contractor agrees that neither It, nor any of its officers, partners, agents or employees have entered into
ant 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 providetl 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 ad
prohibited by law in any jurisdiction, involving conspiracy or collusion with reaped to submitting a response on any public
agreement.
22.26 Non -Funding Clause. In the event sufficient budgeted funs are not available or depleted, City shall notify Contractor of
such occurrence and agreement shall terminate without penalty or expense to the City.
22.27 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 mapper In accordance with the schedules approved by
the City. Nonperformanceddeficiendes as identified by the City to the Contractor shall be addressed 1. Verbally 2.
Written Notice. It the deficiency has not been command to fire satisfaction of the City within the done name provided, the
City may have the work Performed by either Its internal personnel or a third party and charge the cost against payments
due the Contractor. Repeated deficiencies may result in the termination of this Agreement
22.28 Permits. The Contractor shall apply for all required building permits from City of Sebastian and is responsible for any
asaOLlatetl fees.
22.29 Project Site Conditions. Contractor shall be deemed to have examined Project Sile(si, If applicable and to have
secured full knowledge of all conditions under which the Services are to be executed and completed.
22.30 Protection of Pomona. 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 Initiating, maintaining and
supervising all safely programs in connection with tie provision of the Services in accordance with applicable safety
standards and regulations, as promulgated by the United Stales Occupational Safety and Heafth Ad. Contractor shall
million promptly to City any accident or unusual occur ie ce during performance of the Services, including personal injury
or death to any Connector employee, sub -Contractor employee or any member of the public, or any damage to ant of
Clys progeny. the Project Site, or adjacent property.
22.31 Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list following a conviction for a
public entity come may not submit a bid, bid, or reply on an agreement to provide any goods or services to a public
entity; may not submit a bid, bid or reply on an agreement with a public entity for the construdion or repair of a public
building or public work; may not submit bids, bids, 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 an agreement 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 folowing Ibe dale of being placed on the convicted!
wrdorlisl.
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22.32 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.
22.33 Remedles. If any event of default occurs, City shall have the right. al the option of City, to pursue all remedies available
at law or equity. including the lemdnation of this Agreement and all rights of Contractor hereunder. NOM9hstanding City's
termination of the Agreement, Contractor shag remain liable to City for all palms for damages, costs or attorney's fees
arising prior to such termination.
22.34 Risk of Loss. Until the Services have been accepted by City, Oak of loss or damage to any materials, equipment,
supplies or work product, wtlether partially or fully completed, that are associated with the Services shall remain with
22.35 Schedules, Reports and Records. Contractor shell submit to City cost schedules, progress schedules, estimates,
records, reports, anti any other data. as related to the provision of the Services covered under the Agreement.
Furthermore, City reserves the right to inspect and audit Contractors books and records relating to the Agreement, wren
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.
22.36 Security and Confidentiality. Contractor shall comply fully With all security procedures of City in the performance of the
Agreement. Contractor shall not divulge to (Not pares any intonation obtained by Contractor or its agents,
distributors, reseller% subcontractors, officers or employees In the course of the provision of [be Services v4lhout the
wriften consent of City. However. Contractor shall be permitted to release Information to third parties if soon inflammation
Is publicly available through no fault of Contractor, information that Contractor developed independently without relying
on City's information, or information that a omervnse obtainable untler State and Federal law as a public record. To
Insure confidentiality, Contractor shall take appropriate measures as to its personnel, agents, and subcontractors. The
mmittles of this paragraph shall survive the Agreement.
22.37 Severeblllty. If a court deems any provision of the Agreement void or unenforceable, that provision shall be enforced
only to be agent that it is not in violation of law or Is not otherwdse unenforceable and all other provisions shall remain In
full force and effect.
2238 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.
22.39 Taxes. Contractor shall pay all sales, wnsumer, use and other similar taxes required to be paid by Contractor In
accordance with the lavrs and regulations of the Slate of Florida which are applicable to the provision of the Services
under the Agreement. City will not pay for any personal property laves levied on Contractor or for any taxes Wed on
Contractors employees' wages. City is a pol'Ncal subdivision of the Slate of Florida and holds a Stale of Florida Sales
Tax Exemption Certificate (No. 86.8012621T/6CA). All purchases made by City direclly from a dealer. distributor or
manufacturer for materials, equipment or supplies (-fired purchase*) instead of through the Contractor are exempt from
sales, consumer, use and other similar taxes.
22.40 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 walver of City's right thereafter o 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.
23. 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.
SSS BREVARD OPCO LLC dba THE CITY OF SEBASTIAN, FLORIDA:
TROPICAL PROPERTY MANAGEMENT 9
BY: DATE: /7 is J(37p 8Y- // DATE: of / %ds�
Tim Velde P E. Car! I
Senior Branch Manager CITY MANAGER
/ATTEST (SEAL(: q/ �
ppane e d ams,�MhriC
`CITY CLERK
AppWheb
o.eliaNy:. -C
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