HomeMy WebLinkAbout2020 AgreementCEMETERY IRRIGATION & LANDSCAPE AGREEMENT
ITS #20.09: Irrigation & Landscape Expansion at Sebastian Municipal Cemetery
This Agreement is entered into by the parties this 15th day of OCTOBER , 2020
1. Parties:
City of Sebastian, a municipal corporation of the State of Florida, (City).
and
Gulfstream Building Group, Inc. (Contractor).
2. Designated Contact Person as to Cam:
Scott Baker (PROJECT MANAGER)
Public Facilities Director/Airport Manager
1225 Main Street
Sebastian, Florida 32958
Phone: 772-228-7001
Cell: 772-633-0897
Email: sbaker@cityofsebastian.org
3. Designated Contact Person as to Contractor:
Scott Holmes
President
2151 Tall Pine Street
Fort Pierce, FL 34945
Phone: 772-332-8140
Email: sholmes@gulfstreambuildinggroup.com
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 staled.
1. Exhibft'A' — Bid Form submitted by Contractor
2. Exhibit 'B'—Contractor's Bid Submission
3. Exhibft'C' — ITS #20-09 Solicitation Documents, including any addenda, plans and specifications
5. Services. Contractor shall furnish all labor, materials, supervision, equipment, tools, transportation,
supplies and expertise necessary for providing irrigation and landscaping at Sebastian Municipal
Cemetery located at 1921 N Central Ave, Sebastian, FL 32958, in accordance with the specifications
listed in Exhibit "C".
S. Term and Completion Time. The duration of the Agreement shall be for the completion of the work
stated in Section 5. The project duration is 30 calendar cave from the Notice to Proceed (NTP) for full
completion of the project, including Punchlist items, and ready for final payment in accordance with
the Agreement Documents.
NOTE: The City reserves the right to allow for any approved extensions.
7. Compensation. City shall pay Contractor for the performance of the work, In accordance with the
Bid Form set forth on the attached Exhibit "A" in the amount not to exceed SEVENTY-SIX
THOUSAND TWO HUNDRED FIFTEEN DOLLARS AND ZERO CENTS ($76,216.00). 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.
City of Sebastian, Florida / Gulfstream Building Group, Inc.
ITB a20-09 Irrigation & Landscape Expansion at Sebastian Municipal Cemetery Page 1 of 10
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 Tenn 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 Ten 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, if 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 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.
11. Services Provided by Contractor. The Services to be provided by Contractor are summarized in
Exhibit "C", 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.
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 arise 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 full Ilment 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. Projection Coordination. Contractor must commit to participating in regularly scheduled (i.e. weekly
or bi-weekly) project coordination meetings with the project's CEI and City's Project Manager
throughout the duration of the project. A'Kick-ofr Meeting will be held with the CEI, City's Project
Manager, Contractor and all Sub -Contractors.
14. 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, poser,
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.
THIS PAGE INTENTIONALLY LEFT BLANK
City of Sebastian, Florida / Gulfstream Building Group, Inc.
ITS #20-09 Initiation & Landscape Expansion at Sebastian Municipal Cemetery Page 2 of 10
15. 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 Certificates) of Insurance at all times during the duration of the agreement, including
renewal terms.
15.1 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 no way 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 Citys review or acknowledgement, is not intended to and
shall not in any manner limit or quality the liabilities and obligations assumed by Contractor under this
Agreement.
General Liability Insurance Not less than $500,000 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.
15.2 Other Insurance Provisions:
15_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.
15_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, cc -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.
15_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-contnbutory.
15_2.4 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.
City of Sebastian. Florida / Gultstream Building Group. Inc.
ITB 920-09 Irrigation & Landscape Expansion at Sebastian Municipal Cemetery Page 3 of 10
16. 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 byway of a Change Order.
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 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. 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 party. 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.
19. Licenses and Certifications. Contractor, or its sub-Contrector(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.
20. 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 complefion 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@cityofsebastian.org; PHONE: 772-388-8216.
City of Sebastian, Florida I Gulfstream Building Group, Inc.
ITB #20-09 Irrigation & Landscape Expansion at Sebastian Municipal Cemetery Page 4 of 10
21. 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 as stipulated in the agreement, and solicitation documents. Said damages shall
be deducted by the City from monies due to Contractor. If the Contractor fails to achieve full
completion of the work by the timeframe established in the NTP (with an exception of any approved
extensions set forth by the Project Manager), then liquidated damages will apply. NOTE: The
Contractor's recovery of damages and sole remedy for any delay caused by the City shall be
an extension of time on the Agreement.
22. Payment of Payment Requests:
22.1 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 property received payment request/invoice is recorded as received by City, for Services
completed to the satisfaction of City.
22.2 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 comected and proper payment request is recorded as received by City.
22.3 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 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.
22.4 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 (10) 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 subcontractor's receipt of payment from
Contractor.
City of Sebastian, Florida / Gulfstream Building Group, Inc.
ITS 420-09 Irrigation & Landscape Expansion at Sebastian Municipal Cemetery Page 5 of 10
23. Warranties
23.1 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.
23.2 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 re -do 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.
23.3 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. Contractor's 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 Contractor's sub consultant's or subcontractor's warranties. Such
assignment shall not relieve Contractor of its warranty obligations for performance or standard of
Care to City under this Agreement.
23.4 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.
24. Additional Terms and Conditions (alphabetically listed):
24.1 Assignment Neither Cry nor Contractor shall sell, assign or bansfer any of its rights, duties a obligations under the
Agreement without the prior veiden consent of the other Party. In the event of any assignment. Contractor remains
secondarily liable for performance of the Agmemem, unless City expressly waives such secondary liability.
24.2 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 vviro are Involved In the
provision of the Services under this Agreement.
24.3 Compliance with Laws. Contractor shall comply Win all lava, rules, codes, ordinances, and licensing requirements that
are applicable to the conduct of Its business, inducting those of Local, State and Federal agencies having Jurisdiction and
sumody. 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 Amerkans with Disabilities Ad, 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, milgbn, se , creed, national
origin, handicap, marital status, sexual orientation, gentler Identity or expression or vemmn's status. Violation of such
laws shall be grounds for terrmtha ion of the Agreement.
24A Conflict of Interest connector covenants than It presently has no interest and shag non acquire any Interest xhidw.ould
conflict in any manner of degree Win the performance of the Services covered under this Agreement. Furthermore,
Contractor warrants that It has not employed m retainetl any company or person. other than a bona fide employee
mitring solely for Contractor to solidi er secure this Agreement and that it has not paid or agreed to pay any pereon,
company, corpomtlon, Individual, or firth, other than a bona fide employee working solely for Connector any fee,
commission, percentage, gift or other consideration contingent upon or resuhing from the am d or making of this
Agreement. Contractor. and Its suormareclmrs at any tier, certify that they have not entered Into any agreement, sub -
agreement, or arrangement In connection mh the Project covered under this Agreement, or of any property Included or
planned to be included In the Project, in which any member, order, of employee of Contractor or Its subcontmdors,
during its tenure, or for has years thereafter, has any Interest, direct or Indirect.
City of Sebastian, Florida / Gulfstream Building Group, Inc.
ITB #20-09 Irrigation & Landscape Expansion at Sebastian Municipal Cemetery Page 6 of 10
24.5 Corree90n of SBMces. Commuter shall promptly remove mom Me premises all S2Mces rejected by City far failure to comply
wth the Agreement, vfiether IncorpomlM Into the Pmjed or rim, and Contractor shall Promptly replace and m-execum the
Services In accordance with the Agreement, without addi(lonal expense to City, and shall bear the expense of making gad all
Services of either Contractor% work destroyed a damaged by such removal or replacement. All removal and replacenem of
Services shall be done at Cormicars expense. If Contractor does not take action to remove such rejected Services within
fen (10) calendar days after rei a wi on notice from City, City may remove such Services on their own and store time
materials at the expense of Connector.
24.6 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 cast to match any available
heeling. If auch modDcatlans to the Scope of Services are not feasible, or If funding has been totally exhaustetl prior to
Contractor's completion of as Services, the Agreement shall be terminated on terms reasonably acceptable to bath
parties. Additionally, In accordance with Section 216.347. Florida Statutes, and as provided hemin, Contractor may not
expend any City funds for the purpose of lobbying the legislature. or local. state a federal agencies.
24.7 Debarment Connector certifies to the best of their knowledge and belief, that they and their principals 1) are not
presently, debarred, smpenCed. Proposed fa debarment, declared ineligible, or voluntarily excludnd from covered
transactions by any Municipal. City. State or Federal department or agency. 2) have not, within a three-year period
preceding execugon of this Agreement, been convictnd of or had a evil judgment rendered against them far commission
of fraud or a criminal offense in connection with obtaining, attempting to obtain, or pedormin0 a public (Federal. State is,
local) transaction or agreement under a public transaction; violation of Federal or State antitrust statutes or commission
of erm e7mement. 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 entry,
(Federal, Slate or local) Win commission of any of the offenses enumerated above, 4) have not within a three-year
perind precetling execution of this Agreement had one or more public mamacttens (Federal, Slate or local) terminated fa
came or default. and 6) will advise Gty Immediately if their status changes and will provide an explanation for the
change in status.
24.8 Discriminatory Vendor. Contractor cendles that they are not subject to Section 287.134 (2)(a) which specifies that an
entity or affiliate who has been placed on Me discriminatory vender list may not submit a bidadd an an agreement to
provide any goods or services to a public amity, may not stated a B WBd an an agreement with a pudic entity, for Me
construction or repair of a public building or Public wank, may not be awarded or perform work as a Contractor, supplier,
sub-Comramor, or consultant under an agreement with any public entity, and may not tamatl business Win public
entlty.
24.9 Dispute Resolution. For any dispute concerning performance of the Agreement, which includes without limitation
controversies based upon breech of agreement, mistake, misrepresentation, or other came for agreement modification
Of rescission, City shall attempt to reach a mutual agreement as to the sa lemem 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.
24.10 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. Contactor
shall use only disposal facilities which haw proper permits 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 pamcutar disposal Witty. All unusable materials
and all shall be disposed of In an appropriate manner.
The use of a roll off is cemented. Upon final completion, the Contractor shall thoroughly dean up all areas where Work
was done as mutually agreed upon with the Project Manager. Contractor shall at all times, during the performance of
Services, keep the Workers free and clear of all rubbish and debris. Any material or waste generated by Contractor a its
employees, agents and Subcontractors shall be removnd and disposed of by the Contractor at its expense, to the
satgfacllor of the City. In the event Contractor falls to remove all rubbish, debtls, materials and waste from rile Wordage.
the City may employ labor and equipment necessary to clear the site and charge Contractor for the Clry's cast incurred
cleaning the site.
Contractor shall mature In an acceptable manner or replace all property, both public and private, which has been
displaced or damaged by the Contractor during the execution of the work. Contractor shall leave the Worksite
unobstructed and In a neat and presentable condition. The lam 'property' shall Include. but is not limited to, roads,
sidewalks, curbs, driveways, walls, fences, landscaping, awnings, Wines, footings and drainage structures.
24.11 Documentation. All lradngs, plans, specifications, maps, computer files and/or repons prepared or obtained under this
Agreement, as well as all data collected, together with summaries and charts derivnd there from, will be considered
wanks made for hire and will become the properly of City upon expiation or termination of the Agreement without
restriction or limitation on their use. Upon delivery to City of said document(s), City wilt became the custodian thereof in
accordance with Chapter 119, Florida Stables. 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 cement of City.
24.12 Drug Free Workplace: Contractor candles that It has In place a Drug -Free Workplace Program In accordance will the
Drug -Free Workplace Aci of 19H (41 U.S.C. 702-706). Refer to Form F submitted with Bid.
24.13 Electronic Slgnature(s), Contractor, If and by offering an electronic signature In any farm whatsoever, will accept and
agree to be bound by said electronic signature to all terms and conditions of this Agreement. Further, a duplicate or copy
of me Agreement that contains a dupllceted or non -original signature will be treated the same as an original, signed copy
of Ihs original Agreement for all purposes.
City of Sebastian, Florida 7 Gulfstream Building Group, Inc.
FrB #20-09 Irrigation & Landscape Expansion at Sebastian Municipal Cemetery Page 7 of 10
24.14 Employees, Subcontractors and Agents. All Contractor employees, subco midore, and agents perforning any of the
Services under the Agreemert shall be property trained to meet or exceed any specified training qualifications Upon
request. Contractor shall fumish a copy of cetfication or other prod of qualification. All employees, sulewn"chns, and
agents of Contactor must campy with all security and administrative requirements Of City. City may conduct. and
Contractor shall conferees In, a security background check or otherwise assess any employee, sub -Contractor, and
agent of Contractor. City may was access to. or require replacement of. any of Codmctor's employee, subcontractor
and al for cause. Including, but not must to, to bri cal or training qualifications, quality of services. Grange In
security selus, or non-canpllance with C'Ty's seaaity or other requirements. Such read shall not relieve Contractor of
He obligation to perform all Services in compliance with the Agnamem. City may rejed and bar from any facility for
cause any of Contractors employees, subcontactors. is, agents. City shall have the right to review, ant approve any
sub -Contractor used by Contactor. Contractor shag be Mly Humonsible to City for the ads and donations of as
subcontractors, and persons direly or indirady employed by them. It is Contractors responsibility to ensure that their
subcontractors are property licensed to do business in the State of Florida antl City of Sebastian, as required by law.
All workmen must have sufficient knowledge, skill and experience to property perform the wank assigned to them. All
workmen must have proper FOOT safety vest or safety shirts during any mowing, staging of MOT or dean -up operation.
24AS Environmental Issues. All nolficetions regarding envimmnental issues or requirements shall be sent immediately to
City's Centel Person Unless directed otherwise by City, Connector Is not to canlad any local, stale or federal
governmental agencies concerning environmental issues involving the Project Site.
24.16 Equal Employment Opportunity. Contractor shall Trot discriminate on the bale of race, color, sex, age, national origin,
religion, and disability or handicap In accordance with the Provisions of: Thus VI of the Civil Rights Act d 1964 (42 U.S.C.
§ 2000 ai sm.1, Title VI of the Civil Rights Al of 1969 (42 UZ C. 113601 21 M.), Florida Civil Rights Act of 1992 (§
760.10 ffi gag.). Tile 41 CFR Pad 60 for compliance with Executive Orders 11246 and 11375. Tite 49 CFR 23 and Title
49 CFR 26 for Disadvantaged Business Enterprises, Age Discrimination Ad of 1975 (42 U.S.C. § 6101. at sea, . Title 49
CFR 21 and Title 49 CFR 23, Nondiscrimination on the basis of handicap, Title 49 CFR 27, Americans vMh Disabilities
Ad of 1990 (42 U.S.C. 12102, el sec.), Federal Fair Labor Standards AG (29 U.S.C. § 201, at seo.1, and any other
Federal and State discrimination statutes. Centimeter shall furnish pertinent Infiandon 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 requiretl of any sub -Contractor fired by
Contractor. All Equal Employment Opportunity requirements shall be Included in all non-exempt sub -agreements
entered Into by Central Sub -agreements entered !Me by Contmdor shall also Include all other applicable labor
provisions. No sub -agreement shall be awarded to any non -complying sub -Contractor. Additionally, Connector shall
Insect In Its sub -agreements a clause requiring subcontmctore to Include these provisions in any fewer bar sub -
agreements that may In turn be made. Contractor shall comply with all state laws and local ordinances.
24.17 E-Vad9callon System. Corumlor shall comply win vie aeative order No. 12989 as amender, and Executive Order
No. 11-116, and agrees to utilize the U.S. Department of Homeland Seariy's E-Vedy system. Mtes:/le-
veritv.uscis.aovlern to verify the employm of eligibility of: (1) all persons employed by Contractor during the agreement
lean to perform any duties within Florida. ache: (2) all persons. Including subcontadors, assigned by Contral to
perform work pursuant to this Agreement. Contractors meeting the terns and conditions of the E-Veriy System are
deemed to be In compliance with this provision.
24.18 Force Malaure Evan. Neither party shall be considered to be in default in the perfornal of Its obligations under this
Agreement, except obligations to make payments with rasped to amounts already accrued. 0 the extent that
performance of any such obligations is prevented or delayed by any cause, existing or full which is beyond the
reasonable control, antl not a .It of the fault or negligence of. me affedetl parry is Force Majeure Evil 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 or the dmumslances preventing or delaying performance antl the expected chanson
insured. Such notice shall be confirmed in writing as seen as reasonably possible. The parry 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. bid not
be limited to ads of civil or military authority including courts or regulatory agencies), ad of God (excluding normal or
seasonal weather condfions), war, rot, or Insurrection, inability to obtain required permNs or licenses, hurricanes and
severe floods.
24.19 Governing Law and Venue. The Agreement shall be govemer In accordance with the laws of the Stale 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 Canty, Real
24.20 Governmental Restrictions. If Contractor believes that any governmental restrictions have been Imposed that require
alteration of the materials used, the quality, weMmanship or performance of the Services offered under the Agreement,
Contractor shall Immediately notify City In writing, indicating the specific insulation. City reserves the right and the
complete dlecrdion to accept any such alteabon or to cancel the Agreement at no further expense to City.
24.21 Immigration and Nationality Act Contractor shall comply calm all Immigration laws as outlined In 6 USC a 13248 -
Unlawful employment of aliens. City will not intentionally award City agreements to any Contractor who knowingly
employs un nitwit Allen workers. Any violation of the employment previsions outlined In the Immigration and
Nationality Act throughout the term of any Agreement with City may result In Immediate terminatlon of the Agreement.
City will consider the employment of unauthorizetl aliens a violation of Section 274A (a) of the Immigration and
Nationality Ad. Sucb violation will be cause for unilateral cancellation of the Agreement. by City, If Contractor knowingly
employs unauthodced aliens.
City of Sebastian, Florida / Gulfstream Building Group, Inc.
ITB #20-09 Irrigation & landscape Expansion at Sebastian Municipal Cemetery Page 8 of 10
24.22 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 Contractor's
performance under the Agreement. Such inspections performed by City, shall trot be construed as a final approval of
Contractors Service, and shall not relieve Connector from its obligations under the Agreement. City reserves the right to
Inspect. at any reasonable fine with prior notice, Contactor's facilities to assess conformity of tie provision of the
Services Wish the Agreement requirements. City reserves the right to investigate or inspect, at any time. whether me
pfovision of the Services canpries with the Agreement requirements. Contractor shall at all tines during the Agreement
term remain responsive and responsible. Contactor must be prepared, if requested by City, to present evidence of
experience, ability, and financ el standing, as well as a statement as to capacity of Contractor fa the performance of the
provision of the Services covered under the Agreement. This paragraph shall not mean or Imply Mal it is obligatory
upon City to make an invesOgation either before or situ awed of the Agreement, but should City elect to do so,
Contactor is not relieved from fulfilling all Agreement requirements. Contractor shell supervise and direct the performance
orb Services and shall he solely responsible fortiro means, methods. ledniques, sequences, and safely of construction and
operations. Contractor will employ and maintain at the Project Site a qualified supervisor a supermeMrnt who shall have
been designated In writing by Contactor as the Cortractofs tepresemelbe at the Prijed Site. The supervisor m
su em4ended shall have full authority to ad on behalf of Contractor and all wmmunicagms given to the supameor m
supermendenl shall be as binding as ff given drectly to Connector. The supervisor or superintendent shall be present on the
Proled Site at all times as required to perform adequate supervision and coodina lon of the Contractors Services.
24.23 Lawful Claims and Demands. Should any outstanding claims by subcontractors a suppliers Incurred in the
Performance of the Services matedaltze 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 daims and all liabilities to Contactor, other than claims In stated amounts as may be specifically "cooled by
Contactor for things done or famished in connection with the provision of the Services, and for every ad and neglect of
CRY, and others relating to or arising out of the provision of the Services covered ceder this Agreement. Any payment,
whether Mel or otherwise, shall not release Contractor or his sureties from any obligations under the Agreement.
2424 Lobbying. Contractor shall not. in connection with the Agreement, directly or Indirec0y (1) offer, writer, or agree to
water 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 fa the benefit of, in at Me 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 fans of cash, travel, entertainment,
gffts, meals, lodging, loans, subscriptions, advances. deposits of money, Services. employment. or agreements of any
kind.
24.25 Nort4olluslon. Contactor agrees Mat neither it, trot any of as offima, partners, agents or employees have entered into
any agreement, participated in any collusion, or otherwise taken any action which is In restraint of a hex competitive
solicitation in connection with Ins Agreement, and Mal Contactor Intends to tlo the work with its awn bona We
employees or subcommdoa and has not provided a response for the tensfd of another Connector. Furthermom,
Contactor cerlifies Mat its affiliates, subsidiaries, directors, Officers. and employees are not currently under investigation
by any governmental authority and have not h Me last ten (10) years been convictetl a found liable for any ad
Prohibited by law In any jurisdiction, Involving conspiracy a collusion with respect to subnillirg a response on any public
agreement.
24.26 Non -Funding Clause. In the event sufficient budgeted funds are not available or depleted, City shall n"I Contactor of
such commerce and agreement shall terminate without penally or expense to the City.
24.27 Non-Performanto 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 schedule. approved by
the CAy. 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 connected to the satisfaction of the City within the time fame provided, the
City may have the work pertonned by ether Its internal personnel or a third party and charge the cost against payments
due the Contractor. Repeated deficiencies may result In the termination of his Agreement.
24,28 Permits. The Contractor shall apply for all required building permits from City of Sebastian and Is responsible for any
associated fees.
24.29 Project Silo Condition. Contractor shall be deemed to have examined Project Site($), 0 applicable and to have
secured full knowledge, of all conditions underwhich the Services are to be executed and completed.
24.30 Protection of Parsons. Connector sill be responsible for the safety of Its employees and the employees of its
subcontractors, during the provision of are Services. Contactor Wit be responsible for initialing, maintaining and
supervising all safety programs In connection with the provision of the SeMces In accordance with applicable safety
standards and regulators, as promulgated by the United Stales Occupational Safety and Health Ad. Contactor shall
report promptly to City any accident or unusual ornunence during Performance of tiro Services, including personal injury
or death to any Contactor employee, sub -Corr actor employee or any member of the public, or my damage to any of
City's property, the Pitied Site, or adjacent property.
24.31 Public Entity Coma. A person or affiliate who has been placed on the convicted vendor list fallowing; a conviction for a
Pudic entity mine may not submit a bid. bid, a 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 win a pudic entity for the construction 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
avo ded or perform work as a Contactor, supplier, subcor. actor, or consu la d under an agreement Win any public
entity, and may not transact business with any public entity In excess of the threshold amount provided In s. 287.017,
Florida Slatutes for CATEGORY TINO for a period of 36 months following Me dale of being placed on the convicted
vender list.
City of Sebastian, Florida y Gulfstream Building Group, Inc.
ITB N20-091rtigation & Landscape Expansion at Sebastian Municipal Cemetery Page 9 of 10
24 32 Relationship. Contactor is an independent Contactor to City in the provision of the Services under This Agreement and
is not an employee, agent, font -venture, or partner of City.
24.33 Remedies. If any event of default cccure, City shall have the right, at the option of CM, to pursue all remedies available
at law or equity. including the termination of this Agreement and all rights of Contractor hereunder. Notwithstanding Ciy's
termination of the Agreement, Contractor shall remain liable to City for all claims for damages, costs or attorney's fees
adsing prior to such termination.
24.34 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 am associated With the Services shall remain With
Contractor.
24.35 Schedules, Reports and Records. Contactor shall submit to City cost schedutes, 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 recerds relating to the Agreement, when
deemed appropriate by City. All schedues, reports and records of Contractor, m they relate to the Agreement, shall be
relalred by Contractor fora period of three (3) years from the date of final payment under the Agreement.
24.36 Security and Confidentiality. Contractor shall comply fully with all security procedures of City In the performance of the
Agreement, Contractor shall not divulge to third parties any information obtained by Contractor a its agents,
distributors, resellers, subcontractors, officers or employees in the course of the provision of the Services without the
written consent of City. However, Contactor 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 hitting
on Gly's inf rma uri or information that is otherwise obtainable under Stale and Federal law as a public record. To
insure confidentiality. Contractor shall take appropriate measures as to Its personnel, agenda, and subcomadoa. The
warranties of the paragraph shall survive the Agreement.
24.37 Sevembllity. It a court deems any provision of the Agreement Vold 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.
24.38 Survival. At express representation, waivers. Indemnifications, and limitations of liability Included in this Agreement WAI
survive completion or termination of the Agreement for any reason.
24.39 Taxes. Contractor shall pay all sales. consumer, me and other similar lazes required to be paid by Contractor in
accordance With the laws and regulations of the Stale of Florida which are applicable to the provision of the Services
order me Agreement. City will not pay for any person) property lazes levied on Contractor or for any taxes lei on
Contractors employees' wages City Is a political subdivision of the Slate of Florida and holds a State of Florida Sales
Tax Exemption Certificate (No. 85-801262lrBC-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.
24A0 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 to enforce those rights, nor shall any single or partial exercise of any such
right produce the City of any other or further exercise thereof or the exercise of any other right.
25. Authority. Each person signing the Agreement Warrants that he or she is duly authorized to do so
and to bind the respective party to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and
year noted above.
ATTEST (SEAL): THE CITY OF SEBASTIAN, FLORIDA:
9anette Williams, MMC Paul E� — - - - -
ITYCLERK CITY MANAGER — - —
Approved as to form and legality for GULFSTREAM BUILDING GROUP, INC.
reliance by the City of Sebastian only:
LipWe MwwJ,-
0 a.o-a'ramuc--Manny%aom BY:
Anon Jr wmw'ro"""° °�°� Scott Holmes
eha.
t o-r.. zazo-+ozz �a oz+o PRESIDENT
Manny Anon, Jr.—�om8maerveam6aya
CITY ATTORNEY
City of Sebastian, Florida / Guffstream Building Group, Inc.
ITB #20-09 Irrigation & Landscape Expansion at Sebastian Municipal Cemetery Page 10 of 10