HomeMy WebLinkAbout2022 AgreementMOWING SERVICES FOR RIGHT OF WAY SWALE AREAS AND
DITCHES AGREEMENT
This Agreement is entered Into by the parties this 2 3rdday of t'o b r v mry 2022.
1. PARTIES:
CITY OF SEBASTIAN, a municipal corporation of the State of Florida, (City).
and
CONLON LANDSCAPING (Contractor).
2. DESIGNATED CONTACT PERSON AS TO CITY:
Phillip Pamode (PROJECT MANAGER)
Stormweter Superintendent
1225 Main Street
Sebastian, Florida 32958
Phone: 772-388-8243
Cell: 772-633-0916
Ertmil: ppatnode@cityofsebastian.org
3. RE`, r Iry fFKONTACT PERSONAS TO
John Conlon, President/Owner
Conlon Landscaping
706 South Easy Street
Sebastian, Florida 32958
Office: 772-388-5741
Cell: 321-228-6973
Email: johneonlon507O@gmail.com
4. NOTICES. All notices between City and Contractor, as required under the Agreement, shall be inventing and in the
form of facsimile, e-mail, mail, or by personal delivery to the respective designated contact Person identified
above. Eitherdesignated recipient may notify the other, in writing, ifsomeonc else is designated to receive notice.
5. TERMS OF AGREEMENT AND CQMTENkE EIyT (�F SERVICES. The duration of the Agreement shall
be for a period of two (2) years from t e date at a Part es have executed the Agreement, with the option to
renew for two (2) additional, one -(I) year terms. The renewal option will be conditioned upon satisfactory
performance by Contactor and will be subject to availability of funds. The renewal option ran only be exercised
through mutual agreement between City and Contractor. The date that Contractor shall commence the provision
of Services shall be the date on which a Purchase Order and a Notice to Proceed is received by Contractor.
6. ENTIRE AGREEMENT. This Agreement, and its associated Invitation to Bid (ITB) Documents referenced
herein, together with any executed Addenda, if any, shall constitute the entire Agreement between Contractor
and City (hereinafter referred to as the "Agreement"). In resolving conflicts, errors, discrepancies, and disputes
concerning the scope of Services or other rights or obligations of the parties, precedence shall be given in the
following order (1) provisions of this Agreement, (2) provisions of the Invitation to Bid, (3) provisions of the
Purchase Order, (4) provisions of the Contractor's Bid, (5) provisions contained in any Governmental Regulation
incorporated herein by reference, and (6) a fully executed amendment to this Agreement. There are no
understandings or agreements except as herein expressly stated.
7. ArRF�'1111�NT 110(.jlhjCiNT4.
Exhr(rn' A11- Tec pecrfications Summarized
2. Exhibit "B" — Bid Price Form submitted by Contractor
3. Exhibit "C" - Maps
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8. MODIFICATION OF AGREEMENT. The Agreement may only be modified or amended upon
mamawritten 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 Contractors documents forwarded by Contractor to City for payment. City's acceptance
of services, product, or processing of documentation on forms fandshed by Contractor to City for
approval or payment shall not constitute acceptance of the proposed modification to terms and
conditions.
9. SERVICES PROVIDED BY CONTRACTOR. The Services to be provided by Contractor
are summarized in Exhibit "A" attached to this agreement and as stated in the bid
documents and addenda, if any. If City identifies any additional Services to be provided by
Contractor that are not covered under the original Agreement, such additional services shall be
made a part of this Agreement by a written Amendment.
10. CITY'S PROJECT MANAGER. All work done by the Contractor shall be subject to the review,
inspection and acceptance of the Project Manager and the City. Any and all technical questions
which may arise as to the quality, completeness and acceptability of work performed, or work to be
performed, interpretation of Technical Specifications and all technical questions as to the
acceptable fulfillment of the Contract on the part of the Contractor shall be referred to the Citv
Mummer who will resolve such questions. At all times, all work shall be subject to inspection and
review by the Project Manager and the City. In addition, the inspection and review may also
include and apply to the tools and equipment used by the Contractor for the performance of Work.
11. MATERIALS. SERVICES. AND FACILITIES. It is understood that, except as otherwise
specifically stated in the Contract Documents, Contractor shag provide and pay for all materials,
labor, tools, equipment, water, light, power, transportation, supervision, temporary construction of any
nature, and all other services and facilities of any nature whatsoever necessary to execute, complete,
and deliver the Services within the specified time.
12. COMPENSATION TO CONTRACTOR Compensation to be paid to Contractor for the
provision of the Services agreed to herein shall be per the unit pricing noted in Exhibit "B",
attached to this Agreement. Contractor or the City may request an adjustment of the fees for any
of the renewal term(s). The request to adjust the fees must be made in writing supported by a
detailed justification that warrants the requested adjustment. The request to adjust fees shall be
communicated, in writing, to the other party sixty (60) days prior to contract expiration. Such
adjustment may be based on the annual consumer price index (CPI) or three percent (3%),
whichever is less.
13. PAYMENT OF PAYMENT REODESTS. Contractor shall same to schedule a drive thmueh
and/or walk throu¢h inspection for each section of the compjered mownn¢ work with the City of
Sehastian's Pro pet Manaeer. or they desi¢nee to verify wor es been completed and in comnlete
compliance of xe contract documents nrior to invoices being submitted to the Citv._
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13.1 Pa meal Reuuesis/Invoices. Requests for payment for the provision of the Services provided
under the Agreement shall be submitted no more frequently than once per month. All requests
for paymenifinvoices shall be submitted in sufficient derail to demonstrate compliance with
the terms of the Agreement and to allow for the proper pre -audit, and post -audit thereof.
Upon receipt of Contractor's payment request/invoice, the City will review such to ensure
completion with required basic information and that the Services covered under the payment
request have been completed in accordance with this Agreement. If it is found that the payment
mqu"ttinvoice is not complete, or the Services covered under the payment request do not
satisfy this Agreement, the payment request may he rejected.
13.2 Prompt Pavment. City shall make payment of a payment request in accordance with
Chapter 218, Part VD of the Florida Statutes "Local GoveramenrPromprPaymenrAct" from
the date which a properly received payment request/invoice is recorded as received by City,
for Services completed to the satisfaction of City.
13.3 Form of Reauest. If the payment request is not received in proper order, City may reject
the payment request within ten (101 buamess 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 die
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 (101 business days after the date on which the corrected and proper payment
request is recorded as received by City.
13.4 Resolution of Pavment Reauest Disoutes. In the event of a dispute between Contractor and
City concerning the full or partial payment of a payment request, such disagreement shall
be 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 (451 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 sixtv fill) business days after the date on which the payment request was
recorded as being received by City. Such procedures do not constitute an administrative
proceeding that prohibits a court from deciding de novo any action arising out of the dispute.
13.5 Pavments to Subcontractors. When Contractor receives from City any payment for Services
covered under the Agreement, Contractor must nav such moneys received to each
subcontractor or supplier, and employees in proportion to the percentage of the Services
completed by each subcontractor, supplier, or employees 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 tiro rain basis to its
subcontractors, suppliers, and employees, 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 famished by subcontractors or suppliers hired by the subcontractor, the
subcontractor must remit payment dueto drone subcontractors or suppliers within seven (7)
business days after the subcontractor's receipt of payment from Contractor.
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14. WARRANTIES
14.1 Warrantv of Ability to Perform. Contractor warrants that, to the best of its knowledge, there
are no pending or threatened actions, proceedings, investigations, or my other legal or
financial conditions, that would in my way prohibit, restrain, or diminish Contractor's ability
to satisfy its obligations "der the Agreement.
14.2 Warrmry of Standard Care In the performance of professional services, Contractor will use
that degree of care and skill ordinarily "emised by other similar professionals in the field under
similar conditions in similar localities. Contractor will use due care in perforating 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 my other provision
of this Agreement. If my 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 reperfomted Services shall
be performed on a mutually agreed schedule. Contractor shall and does hereby assign to City the
benefits of my 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
order this Agreement.
14.3 Warraniv 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 ofmv,pjmv.
15. 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 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 mcords stored electronically most 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. This provision shall survive termination of this
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, CITY CLERK AND CUSTODIAN OF PUBLIC RECORDS, AT
1225 MAIN STREET, SEBASTIAN, FL 32958; EMAIL: jwilBams@cityofsebastian.org;
PHONE: 772-3884215.
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16. INSURANCE. During the term of the Agreement, Contractor, at its sole expense, shall provide
insurance of such a type and with such terms and limits as noted below. Providing and maintaining
adequate insurance coverage is a material obligation of Contractor. Contractor shall provide City a
certificate(s) of insurance, evidencing such coverage. It is the Contractor's responsibility to ensure
drat the City has current Certificate(s) of Insurance at all times during the duration of the
agreement, including renewal terms.
16.1 Minimum Insurance Requirements. Contractorshall obtain and maintain forthedmalionofthe
contract insurmce against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the work hereunder by the contract or, his agents,
representatives, employees or subcontractors. The coverage's, limits or endorsements required
herein protect the primary interests of City, and these coverage's, limits or endorsements shall in
no way be required to be relied upon when assessing the extent or determining appropriate types
and limits of coverage to protect Conuscmr 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 quafify the
liabilities and obligations assumed by Contractor under a contract.
Comprehensive General an amount not less than:
Liability D $1,000,000.00 Combined Single Limit per each occurrence
Contractor shall submit and maintain worker's compensation
insurance to the extent required by law for all their employees to be
Worker's Compensation engaged in work under Otis contract. In case any employees are to be
engaged in hazardous work under this contract and are not
protected order the worker's compensation statute, Contractor shall
provide adequate coverage for the protection of such employees.
Automobile Liability an amount not less than:
$1,000,000.00 Combined Single Limit per each occurrence
16.2 Other Insurance Provisions.
16.2.1 City of Sebastian, its council members, officers, employees and agents are to be
covered as an Additional Named Insured on all policies except Worker's Compensation. The
coverage shall contain no special limitation on the scope of protection afforded to the City,
its council members, officers, employees and agents. Contractor shall provide a Certificate of
Insurance to Citv with a thirty (301 day notice of cancellation and/or changes in policy
language, and ten (10) day notice if cancellation is for nonoavment of premium. The certificate
shall indicate if coverage is providedunder a "claims made" or"occurrence" form.
16.2.2 All required insurance policies must be written with an insurance carrier
having a minimum A.M. Best rating of A+.
16.2.3 Contractor has sole responsibility for all insurance premiums and shall be fully and
solely responsible for my costs or expenses as a result of a coverage deductible, co-
insurance penalty, or self -insured retention; including my loss not covered because of the
operation of such deductible, co-insurance penalty, wif-insured retention, or coverage
exclusion or limitation.
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16.2.4 Contractor's insurance coverage shall be primary insurance as respects the City,
its officials, employees and volunteers. Any insurance or self-insurance maintained by the
City, its officials, employees or volunteers shall be excess of Contractor's insurance and
shall be non-contributory.
16.2.5 For all policies of insurance, Contractor and its insurance carrier waive all
subrogation rights against City for all losses or damages that occur during the contract and
for any events occurring during the contract period, whether the suit is brought during the
contract period or not. The City requires General Liability policies to be endorsed with CG
24 04 Waiver of Transfer of Rights of Recovery against Others to Us or similar
endorsement, and a WC 00 0313 Waiver of Our Right to Recover from Others for Workers
Compensation coverage.
16.2.6 It is the Contractor's responsibility to insure that all subcontractors comply with
these insurance requirements. Contractor shall include all subcontractors as insured under its
policies or shall furnish separate certificates and endorsements for each subcontractor. All
coverage's for subcontractors shall be subject to all of the requirements stated herein.
17. INJ) MN�FIC,p'�I(1)V. The CONTRACTOR or its SUB -CONTRACTORS shall indemnify and
ho arm ess rite , and its officers and employees, from liabilities, damages, losses, and costs,
including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence,
recklessness, or intentionally wrongful conduct of the CONTRACTOR or its SUB-
CONTRACTORS and other persons employed or utilized by the CONTRACTOR or its SUB-
CONTRACTORS in the performance of the contract; regardless of the negligence of the
indemnitee or its officers, directors, agents, or employees. However, such indemnification shall not
include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional
misconduct of the indemnilee or its officers, directors, agents or employees. Upon request of the
CITY, the CONTRACTOR or its SUB -CONTRACTORS shall, at no cost or expense to the CITY,
indemnify and hold the CITY harmless of any suit asserting a claim for any loss, damage or
liability specified above, and CONTRACTOR OR ITS SUBCONTRACTORS shall pay any cost
and reasonable attorneys' fees that may be incurred by the CITY in connection with any such claim
or suit or in enforcing the indemnity granted above. Notting in this agreement shall be construed as
the CITY waiving its sovereign immunity pursuant to 768.28, et seq., Florida Statutes, or any
other sovereign or governmental immunity. This provision shall survive termination of this
agreement.
18. CHANGE ORDERS. City may at any time, as the need arises, order changes within the scope of the
services without invalidating the Agreement. D such changes result in an increase or decrease in
the Contract Price, or in the time required for performance of the Services, an equitable adjustment
shall be authorized byway of a Change Order.
19. TERMINATION OF AGREEMENT. Either party may terminate this Agreement by giving the other
party thirty (30) days written notice. In the event of termination, City will be responsible for
compensating Contractor only for those Services satisfactorily comnleted or nartially comnleted
up to the dale of lamination. Contractor shall not be entitled to compensation for loss of
anticipated profit.
20. LICENSES AND CERTI�I(: TIONS. Contractor, or its sub-contractor(s), shall possess and
maintain during the term o tdhtis Agreement any and all licenses and certifications required to
perform the Services covered under this Agreement, as stipulated by the State of Florida and the
City of Sebastian.
21. ADDITIONAL TERMS AND CONDITIONS (alphabetically listed):
21.1 Assignment. Neither City nor Contractor shall sell, assign or transfer any of its rights, duties
or obligations under the Agreement without the prior written consent of the other Parry. In the
event of any assignment, Contractor remains secondarily liable for performance of the Agreement,
unless City expressly waives such secondary liability.
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21.2 Bankruptcy or Insolvency. Contractor shall promptly notify City in writing of the filing
of any voluntary or involuntary petition for bankruptcy and/or of any insolvency of Contractor or
any of its subcontractors who are involved in the provision of the Services under this Agreement.
21.3 Compliance with Laws. Contractor shall comply with all laws, rules, codes, ordinances,
and licensing requirements that are applicable to the conduct of its business, including those of Local,
State and Federal agencies having jurisdiction and authority. These laws, shall include, but not be
limited to, Chapter 287 of the Florida Statutes, the Uniform Commercial Cade, the
Immigration and Hationalizalion Act, the Americans with Disabilities Act, the United Slates
Occupational Safety and Health Act, the United States Environmental Protection Agency, the
State of Florida Department of Environmental Protection, and all prohibitions against
discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status,
sexual orientation, gender identity or expression or veteran's status. Violation of such laws shall be
grounds for termination of the Agreement.
21.4 Conflict of Interest. Contractor covenants that it presently has no interest and shall not
acquire my interest which would conflict in my manner of degree with the performance of the
Services covered under this Agreement. Furthermore, Contractor warrants that it has not
employed or retained any company or person, other than a bona fide employee working solely for
Contractor to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for
Contractor any fee, commission, percentage, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Contractor, and its subcontractors at any tier, certify
that they have not entered into any contract, subcontract, or arrangement in connection with the
Project covered under this Agreement, or of any property included or planned to be included in the
Project, in which any member, officer, or employee of Contractor or its subcontractors, during its
tenure, or for two 21 years thereafter, has any interest, direct or indirect.
21.5 Correction of Services. Contractor shall promptly re -execute all Services rejected by City for
failure to comply with the Contract Documents, whether incorporated into the Project or not.
Contractor shall promptly, in accordance with Contract Documents, re-aicecite all Services without
additional expense to City. All re -executed work by the Contractor shall be done at Contractor's
expense.
21.6 City Funds. If sufficient funding is not available for Contractor to complete the
Services, Cityreserves the right to modify the terms and conditions of the Agreement to change the
Scope of Services to reduce the cost to match my available funding. If such modifications in the
Scope of Services are not feasible, or if funding bas been totally exhausted prior to Contractor's
completion of its Services, the Agreement shall be terminated on terms reasonably acceptable to
both parties. Additionally, in accordance with Section 216347, Florida Statutes, and as provided
herein, Contractor may not expend my City funds for the purpose of lobbying the legislature, or
local, state or federal agencies.
21.7 Debarment. Contractor certifies to the best of their knowledge and belief, that they and
their principals (1) are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by my Municipal, City, State or Federal
department or agency, (2) have not, within a three-year period preceding execution of this
Agreement, been convicted of or had a civil judgment rendered against them for commission of
fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a
public (Federal, State or local) transaction or contract under a public transaction; violation of Federal
or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records; making false statements; or receiving stolen property, (3) are not presently
indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, Stare or
local) with commission of my of the offenses enumerated above; (4) have not within a three-year
period preceding execution of this Agreement had one or more public transactions (Federal, Stare or
local) terminated for cause or default; and (5) will advise City immedimely if their status changes and
will provide an explanation for the change in status.
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21.8 Discriminatury Vendor. Contractor certifies that they are not subject to Section 287.134
(2)(a), Florida Statute, which specifies that an entity or affiliate who has been placed on the
discriminatory vendor list may not submit a Bid on a contract to provide any goods or services to a
public entity, may not submit a Bid on a contract with a public entity for the construction or repair
of a public building or public work, may not be awarded or perform work as a contractor,
supplier, sub -contractor, or consultant under a contract with any public entity, and may not
transact business with public entity.
21.9 Dismute Resolution. For any dispute conceming performance of the Agreement, which
includes without limitation controversies based upon breach of contract, mistake,
misrepresentation, or other cause for contract modification or rescission, City shall attempt to
reach a mutual agreement as to the settlement and resolution of the dispute with Contractor. Should
a mutual agreement not be reached, CITY SHALL RENDER A DECISION, REDUCE IT TO
WRITING AND SERVE A COPY ON CONTRACTOR. THE DECISION SHALL BE
FINAL AND CONCLUSIVE.
21.10 Dismusal of Wastes. Contractor shall handle any waste materials generated in the
performance of the Services in full compliance with all laws, regulations, and requirements of all
governmental authorities and those of City. Contractor shall use only disposal facilities which have
proper 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 particular disposal facility. Refer to Section 4.15
Clean Up in the rfB Documents. Contractor shall restore 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 all work. Contractor shall leave the Worksites unobstructed and in a neat and
presentable condition. The term "property" shall include, but is not limited to, roads, sidewalks,
curbs, walls, fences, landscaping, awnings, utilities, footings and drainage structures.
21.11 Documentation. All tracings, plans, specifications, maps, computer files and/or reports
prepared or obtained under this Agreement, as well as all data collected, together with summaries and
chars derived there from, will be considered works made for hire and will become the property of City
upon expiration or termination of the Agreement without restriction or limitation on their use. Upon
delivery to City of said documenl(s), City will become the custodian thereof in accordance with
Chapter 119, Florida Statutes. Contractor will not copyright any material and products or patent any
invention developed under this Agreement. Copies of these documents shall not be sold or distributed
to third parties without the written consent of City.
21.12 Drum Free Workplace. Contractor certifies that it has in place a Drug -Free Workplace Program
ccord in aance with the Drug -Free Workplace Act of 1988 (41 U.S.C. 702-706). Refer to Farm E
submitted with Bid.
21.13 Emolovees. Subcontractors and Assn" All Contractor employees, subcontractors, and agents
performing any of the Services under the Agreement shall be properly trained to meet or exceed any
specified training quaificatious. Upon request, Contractor shall furnish a copy of certification or other
proof of qualification. All employees, subcontractors, and agents of Contractor mast 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 refine access to, or require replacement of, any of Contractors employee, subcontractor and
agent for cause, including, but not limited to, technical or training qualifications, quality of services,
change in security slams, or non-compliance with City's security or other requirements. Such refusal
shall not relieve Contractor of its obligation to perform all Services in compliance with the Agreement.
City may reject and bar from any facility for cause any of Contractor's employees, subcontractors, or
agents. City shall have the right to review and approve any sub -contractor used by Contractor.
Contractor shall be fully respote able to City for the acts and omissions of its subcontractors, and persons
directly or indirectly employed by them It is Contractor's responsibility to ensure that their
subcontractors are properly licensed to do business in the State of Florida and City of Sebastian, as
required by law.
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ALL WORKERS MUST HAVE SUFFICIENT KNOWLEDGE. SKILL AND EXPERIENCE TO
PROPERLY PERFORM THE WORK ASSIGNED TO THEM. ALL WORKERS MUST HAVE
PROPER FDOT SAFETY VESTS OR SAFETY SHIRTS DURING ANY MOWING. STAGING
OF MOT OR CLEAN-UP OPERATION.
21.14 Eaual Emplovment 04nortunity. Contractor shall not discriminate on the basis of race,
color, sex, age, national origin, religion, and disability or handicap in accordance with the
Provisions of: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000 at seq.), Title VII of the
Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq), Florida Civil Rights Act of 1992 (§ 760.10 at
seq), Title 41 CFR Part 60 for compliance with Executive Orders 11246 and 11375, Title 49 CFR
23 and Title 49 CFR 26 for Disadvantaged Business Enterprises, Age Discrimination Act of 1975
(42 U.S.C. § 6101, at seq), Title 49 CFR 21 and 27fle 49 CFR 23, Nondiscrimination on the basis
of handicap, Title 49 CFR 27, Americans with Disabilities Act of 1990 (42 U.S.C. 12102, at. seq.),
Federal Fair Labor Standards Act (29 U.S.C. § 201, et seq.), and any other Federal and State
discrimination statutes. Contractor shall Cornish pertinent information regarding its employment
policies and practices as well as those of their proposed subcontractors as the State of Florida
Department of Transportation, the Secretary of Labor, or City may require. The above shall be
required of any sub -contractor hired by Contractor. All Equal Employment Opportunity
requirements shall be included in all non-exempt sub -contracts entered into by Contractor. Sub-
contracts entered into by Contractor shall also include all other applicable labor provisions. No sub-
contract shall be awarded to any non -complying subcontractor. Additionally, Contractor shall
insert in its sub -contracts a clause requiring subcontractors to include these provisions in any
loom tier subcontracts that may in tutu be made. Connector shall comply with all state laws
and local ordinances.
21.15 E-Verification Svstem. Contractor shall comply with Executive order No.
12989 as amended and Executive Order Na. 11-116, and agrees to utilize the U.S. Department of
Homeland Security's E-Verify system, httns://e-verlfy.uscis.eov/emn, to verify the employment
eligibility of: (1) all persons employed by Contractor during the contract term to perform my
duties within Florida; and (2) all persons, including subcontractors, assigned by Contractor to
perform work pursuant to this Contract. Contractors meeting the terms and conditions of the E-
Verify System are deemed to be in compliance with this provision.
21.16 Force Maieure Event. Neither parry 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 seemed, to the extent that performance of any such obligations is prevented or
delayed by any cause, existing or future, which is beyond the reasonable control, and not a result of
the fault or negligence of, the affected party (a "Force Majeure Event"). If a party is prevented
or delayed in the performance of any such obligations by a Force Majeure Event, such party shall
immediately provide notice to the other party of the circumstances preventing or delaying
performance and the expected duration thereof. Such notice shall be confirmed in writing as
soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to the
extent reasonable, to remove the obstacles which prevent performance and shall resume
performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall
include, but not be limited to, acts of civil or military authority (including tours or regulatory
agencies), act of God (excluding normal or seasonal weather conditions), pandemic, war, riot,
or insurrection, inability to obtain required permits or licenses, hurricanes and severe Roods.
21.17 Governina Law and Venue. The Agreement shall be governed in accordance with the laws
of the State of Florida. In the event of litigation with respect to the obligation of the parties to the
Agreement, the jurisdiction and venue of such action shall be an appropriate State Court in Indian
River County, Florida.
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21.18 Governmental Restrictions. If Contractor believes that any governmental restrictions have
been imposed that require alteration of the materials used, the quality, workmanship or
performance of the Services offered under the Agreement, Contractor shall immediately notify
City in writing, indicating the specific restriction. CITY RESERVES THE RIGHT AND THE
COMPLETE DISCRETION TO ACCEPT ANY SUCH ALTERATION OR TO CANCEL THE
AGREEMENT AT NO FURTHER EXPENSE TO CITY.
21.19 Immieration and Nationaliry Act. Contractor shall comply with all immigration laws as
outlined in 8 USC § 1324a - Unlawful Employment of Aliens. City will not intentionally award
City contracts to any Contractor who knowingly employs unauthorized alien workers. Any
violation of the employment provisions outlined in the Immigration and Nationality Act throughout
the term of any Agreement with City may result in immediate termination of the Agreement. City
will consider the employment of unauthorized aliens a violation of Section 274A (e) of the
Immigration and Nationality Act. Such violation will be cause for unilateral cancellation of the
Agreement, by City, if Contractor knowingly employs unauthorized aliens.
21.20 Inspection. Performance- Supervision. City reserves the right to inspect the Services
provided by Contractor, whether partially or fully completed at any time, as deemed appropriate
by City for the purpose of ensuring Contractors performance under the Agreement. Such
inspections performed by City, shall not be construed as a final approval of Contractors Service,
and shall not relieve Contractor from its obligations under the Agreement. City reserves the right to
inspect, at any reasonable time with prior notice, Contractors facilities to assess conformity of
the provision of the Services with the Agreement requirements. City reserves the right to
investigate or inspect, at any time, whether the provision of the Services complies with the
Agreement requirements. Contractor shall at all times during the Agreement torso remain
responsive and responsible. Contractor must be prepared, if requested by City, to present evidence
of experience, ability, and financial standing, as well as a statement as to capacity of Contractor for
the performance of the provision of the Services covered under the Agreement. This paragraph
shall not mean or imply that it is obligatory upon City to make an investigation either before or
after award of the Agreement, but should City elect to do so, Contractor is not relieved from
fulfilling all Agreement requirements. Contractor shall supervise and direct the nerformance of its
Services and shall be solelv responsible for the means. methods. technipues. sequences. and safety
of canstmctinn and nneratinac. Contractor will emnlov and melanin at the Proiect Site a Dualified
supervisor or superintendent who shall have been desienated in writin¢ by Conmr tnr as the
Contracters renresentative at the Proiect Site. The supervisor or superintendent shall have full
authority to act on behalf of Contractor and all communications given to the supervisor or
superintendent shall be as binding as if given directly to Contractor. The supervisor or superintendent
shall he nn sent on the Proiect Site at all times as trained m nerform ademate supervision and
coordination of the Contractors Services.
21.21 Lawful Claims and Demands. Should any outstanding claims by subcontractors or
suppliers incurred in the performance of the Services materialize after City has made Payment to
Contractor, Contractor will indemnify and save City harmless from such claims. Acceptance by
Contractor of payment shall be and shall operate as a release to City of all claims and all liabilities to
Contractor, other than claims in stated amounts as may be specifically excepted by Contractor for
things done or famished in connection with the provision of the Services, and for every act and
neglect of City and others relating to or arising out of the provision of the Services covered under
this Agreement. Any payment, whether final or otherwise, shall rat rely Contractor or his sureties
from any obligations under the Agreement.
21.22 Liquidated Dama¢es. The Citv shall be entitled to lianidated dama¢es in the amount of Two
Hundred Fifty DollarsIS250.001 Der day for every day that the Contractor is late in cons letine
the work repuirements for each Work Order. submitted for each section. Said damaees shall be
dedected by the City fmm monies doe to Cnntmctnr
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21.23 Lobbvina. Contractor shall not, in connection with the Agreement, directly or indirectly (1)
offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any City
officer or employee's decision, opinion, recommendation, vole, other cxemise of discretion, or
violation of a known legal duty; or (2) offer, give, or agree to give to anyone any gratuity for the
benefit of, or at the direction or request of, any City officer or employee. For purposes of clause Two
(2), "gramity" means any payment of more than nominal monetary value in the form of cash, travel,
entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money,
Services, employment, or contracts of any kind.
21.24 N o n-Collusion. Contractor agrees that neither it, nor any of its officers, partners, agents or
employees have entered into any agreement, participated in any collusion, or otherwise taken
any action which is in restraint of a free competitive solicitation in connection with this
Agreement, and that Contractor intends to do the work with its own bona fide employees or
subcontractors and has not provided a response for the benefit of another contractor.
Furthermore, Contractor certifies that its affiliates, subsidiaries, directors, officers, and
employees are not currently under investigation by any governmental authority and have not in the
last ten (10) years been convicted or found liable for any act prohibited by law in any jurisdiction,
involving conspiracy or collusion with respect m submitting a response on my public agreement.
21.25 Non -Performance Clause. The Contractor recognizes that due to the nature of the services
to be performed under this Agreement, it is essential that the Work be completed in a timely
manner in accordance with the schedules approved by the City. Non-performance/deficiencies as
identified by the City to the Contractor shall be addressed in the following manner. 1. by verbal
comnatime ton. Performance/deficiency must be resolved by the end of the THIRD day after
verbal communication, if not; 2. Written Notice will be served to the Contractor.
Performance/deficiency must be corrected by the end of the SECOND day after the Contractor has
received the written notice, to the satisfaction of the City, if not; 3. 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. This does not relieve the Contractor of Liquidated Damages. REPEATED
PERFORMANCFJDEFICIENCIES MAY RESULT IN THE TERMINATION OF THIS
AGREEMENT.
21.26 Proiect Site Conditions. Contractor shall be deemed to have examined Project Site(s), if
applicable, and to have secured full knowledge of all conditions under which the Services are to be
executed and completed.
21.27 Protection of Persons. Contractor shall be responsible for the safety of its employees and
the employees of its subcontractors, during the provision of the Services. Contractor shall be
responsible for initiating, maintaining and supervising all safety programs in connection with the
provision of the Services in accordance with applicable safety standards and regulations, as
promulgated by the United States Occupational Safety and Health Act. Contractor shall report
promptly to City any accident or unusual occurrence during performance of the Services, including
personal injury or death to any Contractor employee, sub -contractor employee or any member of
the public, or any damage to any of Citys property, the Project Site, or adjacent property.
21.28 Public Entitv Crime. persons or affiliates who have been placed on the convicted
vendor list fallowing a conviction for a public entity crime may not submit a bid, proposal, or
reply an a contract to provide any goods or services to a public entity, may not submit a bid.
nr000sal- or tech, on a contract with a public entity for the construction or repair of a public
building or public work; may not submit hide. nr000sal<_ or replies pn leacac of real property to a
public entity; may not be awarded or nerfa n work as a contractor, supplier, subcontractor, or
consultant under a contract with any public entity; and may not .a rp [ h mip . c wi h anv p bli
entity in excess of the threshold amount provided in s. 287.017, Florida Statutes for CATEGORY
TWO for a period of 36 months following the date of being placed on the convicted vendor fist.
21.291ndenendent Contractor 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.
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21.30 Risk of Loss. Until the Services have been accepted by City, risk of loss or damage to
any materials, equipment, supplies or work product, whether partially, or fully completed, that are
associated with the Services shall remain with Contractor.
2131 Schedule Reoorts and Records. The City reserves the right to inspect and audit
Contractor's books and records relating to the Agreement, when deemed appropriate by City. All
schedules, reports and records of Contractor, as they relate to the Agreement, shall be retained in
accordance with Paragraphs 15 above of this Agreement.
21.32 Security and ConfrdenfiaBty. Contractor shall comply fully with all security procedures of
City in the performance of the Agreement. Contactor shall not divulge to third parties any
information obtained by Contractor or its agents, distributors, resellers, subcontractors, officers
or employees in the course of the prevision of the Services without the written consent of City.
However, Contractor shall be permitted to release information to third parties if such information is
publicly available through no fault of Contractor, information that Contractor developed
independently without relying on City's information, or information that is otherwise obtainable
under State and Federal law as a public record. To insure confidentiality, Contractor shall take
appropriate measures as to its personnel, agents, and subcontractors. The warranties of this
paragraph shall survive the agreement.
2133 Severability. If a court deems any provision of the Agreement void or unenforceable, that
provision shall be enforced only to the extent that it is not in violation of law or is not otherwise
unenforceable and all other provisions shall remain in full force and effect.
2134 Survival. All express representations, waivers, indemnifications, and limitations of
liability included in this Agreement shall survive completion or termination of the Agreement for
any reason.
2135 Taxes. Contractor shall pay all sales, consumer, use and other similar taxes required to be
paid by Contractor in accordance with the laws and regulations of the State of Florida which are
applicable to the provision of the Services under the Agreement. City shall rot pay for any personal
property taxes levied on Contractor or for any was levied on Contractors employees' wages. City
is a political subdivision of the State of Florida and holds a State of Florida Sales Tax Exemption
Certificate. 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.
2136 Waiver. The delay or failure by City to exercise or enforce any of its rights under this
Agreement shall not constitute or be deemed a waiver of City's right thereafter to enforce those
rights, not 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.
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22. 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):
ene Williams, MMC
ITY CLERK
Approved as to form and legality for
Reliance by the City of Sebastian only:
M y And, Jr�
TY AAn ORNE
THE CITY OF SEBASTIAN, FLORIDA:
BY: (/
au E. Car isle, A MANAGER
CONLON LANDSCAPING
BY: \] `
�ohhl" onon, PRESIDENT/OWNER
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