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HomeMy WebLinkAbout2022 AgreementD=Slgn Envelope ID: EFMBICF-E43E4FE8-85D2-FAA1837CAE8D SOD DELIVERED AND PICKED UP FOR THE CITY OF SEBASTIAN This Agreement B entered into by the parties this 28i° day of February, 2022. 1. PARTIES: CITY OF SEBASTIAN, a municipal corporation of the State of Florida, (City). and FLORASOD, LLC (Contractor). 2. DESIGNATED CONTACT PERSONAS TO CITY: Phillip Parade (PROJECT MANAGER) Stormwater Superintendent 1225 Main Street Sebastian, Florida 32958 Phone: 772-398-8243 QH: 772-633-0916 Eligifl: ppatoodc@cityofscbutim.org 3. j8r&Tj j4j8fONTACT PERSONAS TO Ruben 7amampa, Co-foundmManeger Flanged, LLC 5 South Elm Street Fellsm ne, Florida 32948 Office: 772-202-7094 Cell: 321-693-2413 Email: Bomsodllc@gmail.com 4. NOTICES. All notices between Cityand Contractor, as required underthe Agreement' shall be in writing and in the form of facsimile, email, mail, or by personal delivery to the respective designated contact person identified above. Eitherdesigoated recipient maynotifythe other, in writing, ifsomecne else is designated to receive notice. S. TERMS OF AGREEMENT ArVC%M;ESENLI fr IT 9F SERVICES. The duration of the Agreement shell be for a period of two (2) years m e state 1 artes ]rave executed the Agreement, with the option to renew for two (2) additional, ona-0) year lease. The renewal option will be conditioned upon satisfactory performance by Contactor and will be subject to availability of funds. The renewal option can only be exercised through mutual agreement between City and Contractor. The data 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 AGREFireENT. This Agreement, and its associated Invitation to Bid (ITS) 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"). to resolving conflicts, errom, discrepancies, and disputes concerning the scope of Services or other rights or obligations of the panics, 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 my governmental regulation incorporated herein by reference, and (6) a fully executed Amendment to this Agreement. Them are are understandings or agreements except as herein expressly stated. 7. Ex6hbilmA'r-Scope oCWorkS. 2. Exhibit'S"—Bid Price Form submitted by Contractor �ms I'� CRYOFSEBASTU+N,FLORIDA/RARABOD,LLC Initials RE 22-05. Sod Dellvered and Pkired Up for the Cary of Sebastian 1 of 13 DocuSign Envelope ID: EF8ABICF-E43E4FEea5D2.FM1831CAEBD S. MOD CATION OF AGREEMENT. The Agreement may only be modified or amended upon mutual written agreement of City and Contractor. No oral agreements or representations shag be valid or binding upon City or Contractor. No alteration or modification of the Agreement terms, including substitution of product, shag 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 f n-wmded by Contractor to City for payment. City's acceptance of services, product, or processing of documentation an forms furnished by Contractor to City for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. 9. SERVICES PROVIDED U COITRACTOR. The Services to be provided by Connector are In Eshibil "A atfac to this agreement and as stated in the bid documents and addenda, if any. If City identifies my additional Services to be provided by Contractor that are not covered under the original Agreemea4 such additional services shag be made a part of this Agreement by a written Amendment 10. CNTY'9 PROYECT MANAGER. All work done by the Contractor shall be subject to review, mspcotion and acceptance of the Project Manager and the City. Any and all technical questions which may arise as to the quality, completeness and acceptability ofwork performed, or work to be performed, interpretation of Technical Specifications and all technical questions as to the acceptable fulfillment of the Contract on the part of the Contractor shall be referred to the City Maleglgi who will resolve such questions. At all times, all work shall be subject to inspection an review by the Project Manager and the City. In addition, the inspection and review may also include end apply to the moll and equipment used by the Contractor for the performance of Work It. MATERIALS. SERVICES. AND FACILITIES. It is understood that, except as otherwise specifically stated in the Contract Documents, Contractor shall provide and pay for all materials, labor, tools, equipment, water, light, Power, transportation supervision, temporary construction of any nature, and all other services and facilities of my nature whatsoever necessary to execute, complete, and deliver the Services within the specified time. 12. COMPENS`ATION,,TO CONTRACTrR. Compensation to be paid to Connector for the provision of the Sam= spud to herem shell 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 most 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 (CPT) or three percent (30/*), whichever is less. All increases or decreases are subject to negotiations. 13. PAYMENT OF PA`MXNT RT.OIIESTS. Con tqr shall emee to rycbedule a dr(ve `71(oueIn and/or walk throneh msoechm or eras secnm the �PrPoI ed and work pith the C t of pyM�� a P eat Maneee(. or moor dej eoei to vanf�wok has �een m�+Pr�{1ed and in cnmolete co•ecof the covtract documents rarer m invoices 6une submitvd m the L`ity. RFMAWDER OF TIDS PAGE INTENTIONALLY LEFT BLANK os r' C'H 69999ASTIAF, FLORIDAjFLMOD, LUC InIals ITB 22-05, Sod Delivered and Picked Up for the City of Sebastian 2 of 13 DocuSign Envelope ID: EFBMICF-E43E4FEM5D2-FAA1837CAE8D 13.1 Pavraent Reuue ttatluvoleee. Requests for payment for the provision of the Services provided under the Agreement shall be submitted no more f vqumtly than once per mouth. All requests for paymenUinvoicea shall be submitted in sufficient detail to demonstrate compliance with the terms of the Agmement and to allow for the proper pre -audit, and posYaudit thereof. Upon receipt of Contractors payment requestlinvoice, the City will review such to ensure completion with required basic information and that the Services covered order the payment request have been completed in accordance with this Agreement If it is found that the payment request/invoice is not complete, or the Services covered under the payment request do not satisfy this Agreement, the payment request may be rejected. 13.2 Prompt Pa ment. City shall make payment of a payment requital in accordance with Chapter 218art VIIof the Florida Statutes "Local GovemmenfPromplPaymentAcf from the date which a properly received payment request/invoico is recorded as received by City, for Services completed to the satisfaction of City. 13.3 Form of Barrow If the payment request is not received in proper order, City may reject the payment request within ten (Il busdness da •e after the date can which the payment request is recorded as received by�ity. City stall 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 (101 business drive after the date on which the corrected and proper payment request is recorded a received by City. 13.4 Resolution of Pava ent Reanest Minutes. In the event of a dispute between Contractor and City concerning the full or partial payment of a payment request, such disagreement shell 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 timed\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,buslness drive after the date the payment request in dispute was recorded as being received by City. The proceedings may include mcetings between the parties, telephone conferences or such other measures to clarify the dispute and anempt to resolve the problem; they will be concluded by a final wrirm decision by City within slaty (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. 135 Pavements to Subcontractors. When Contractor receives from City my payment for Services covered under the Agreement, Contractor most Vav such moneys received to each subcontractor or supplier, and employees in proportion to the percentage of the Services completed by each subcontractor, supplier, car employees within tear (101 budneser drive after Contractors receipt of the payment. If Contractor receives less than full payment, then Contractor shall be required to disburse only the funds received on a nor, rein bari; 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 furnished by subcontractors or suppliers hired by the subcontractor, the subcontractor must remit payment due to those subcontractors or suppliers within seven (7) budnen dart after the subcontractors receipt of payment from Connector. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK LiNaF06AMAT4, Gii�1GF 6WOD. LLC Initials TO 22-05, Sod Delivered and Picked Up for the City of Sebastian 3 of 13 DoaSlgn Envelope ID: EFBA81CFE43E4FEM5D&FMI837CAE80 14. WARRANTIES. 14.1 Warranty of AhWty 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 pmlubit, restrain, or diminish Contractors ability to satisfy its obligations order the Agreement. 142 Warranties mahasl Eiifeeb In WorkmnmhiV. Contractor shall warrant its Services against defects in materials and workmanship for a minimum period of ono-(1) year from acceptance of the Services by City. Should soy defects in materials, products, services or workmanship appear during the warranty period, Contractor shall replace the materials or Equipment, or repair orredo the materials, products, or services, immediately upon receipt of written notice from City, at no additional expense to City. Connector shall wennum such replaced materials, products, or equipment, or repaired or redone Services, for the term and extensions; of this ogre mzmt after acceptance of such by City's Project Manager. 14.3 Warranty of Standard Care In the perfomlarlce of professional services, Connector will use that degree of can: and aid]] ordinmily exercised by other similar professionals in the field under similar conditions in similar localities. Contractor will use due care in performing its Services and will have due regard for acceptable professional standards and principles. Contractors standard of care shall not be elected 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 entities Contractor of such, than Connector shell (at Its sole expense) promptly re-execum the nonconforming Services. All such re -performed Services shall be performed on a mutually agreed schedule. Connector 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 Connector of its warranty obligations for performance or standard ofcare to City under this Agreemrnt 14A Warranty of Title. Title to any work product famished 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 famished will be free and clear ofall security interests. liens and encumbrances or claims of env narty. 15. PURLIC 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 enema 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 ransfers 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 smrd 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 terns of the Agreement and may cancel the Agreement. This provision shall survive termination of this agreement. TRU-SEMMM115A IFL , LLC initials ITB 22-05, Sod Delivered and Picked Up for the City of Sebastian 4 of 13 DocuSign Envelope lO: EFBABICF-E43E4FE9A5D2-FAAIB37CAE8D IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, 70 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 32959; EMAIL: iwilliamsfei, cltvofsebastlan.ore; PHONE: 772,388- 8215. 16. INSURANCE. During the term of the Agreement, Connector, at its sole expense, shall provide insurance of such a type and with such terms and limits ea noted below. Providing and maintaining adequate insurance coverage is a material obligation of Connector. Contractor shall provide City a certificate(s) of insurance, evidencing such coverage. It is the Connector's responsibility to enure that the City has current Cernficate(s) of Insurance at all times during the duration of the agreement, including renewal terms. 16.1 Minimum Insurance Requirements. Contrectorsha0 obtain and maintain fmtheduretionofthe coamax mnuaoce against claim for injuries to persons or damages to property which may arise from or in connection with the perfmvranoe of the work heretmder bythe comxt 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 events shall in no way be required to be relied upon when assessing the extent or determining appropriate types and limits of coverage to protect Connector against any loss exposures, whether as a result of the Project or otherwise. The nx)uv®ents contained bercin, as well as Ciy's review or acknowledgement, is nor intenaod to and shall not in any manner limit or qualify the liabilities and obligations assumed by Contem0runderaCOnndet Comprehensive General an amount nor less than Liability $2,050,000.01) 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 order this contract. In case any employees are to be engaged in hazardous work under this contract and are not protectedunder the worker's compensation stamta, Contractor shall provide adequate coverage for the protection of such employees. Automobile Liability an amount not less than: S1,000,000.00 Combined Single Limit Per each occurrence W2 Other Worancel:rovniaos 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 Wod'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 (301 day entice of cancellation and/or changes in policy language, and ten 1101 davnotice ifravicellation a for vopr�-Mleet ofpremium. The certificate shall indirnmifcoverage is provided order a "claims nieda or�Ioecurrtace"fora 16.2.2 All required inwrence policies most be written with an insurance carrier having a minimum A.M. Beat rating of A+. �oa SEBASTLVI, FLOSUR LLC f fTB 22-05, Sod Delivered and Piked Up for the City of Sebastian 5 of 13 DocuSlgn Envelope ID: EFBMl CF-E43E-4FE9-65D2-FAA183TCAESD 16.23 Contractor has sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co- insurance penalty, or self -insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or limitation 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 Connector's insurance and shell be non-contributory. 16.25 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 Other for Workers Compensation coverages 16.2.6 It is the Contractors responsibility to insure that all subcontractors comply with 0iew insurance requirements. Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each sub -contractor. All coverage's for subcontractors shall be subject to all of the requirements stated herein. 17. BVDEMNTFICATTON. The CONTRACTOR or its SUB -CONTRACTORS shall indemnify and hold harmless the CITY, and its officers and employes, from liabilities, damages, lasses, and coats, including, but not limited to, reasonable momeys' fees, to the exam reused by the mogence, 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 connect; regardless of the negligence of the indemnitce or its officers, directors, agems, or employees. However, such indemnification shell not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee 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 my loss, damage or liability specified above, and CONTRACTOR OR ITS SUBCONTRACTORS shall pay my cost and reasonable attorneys' Cos that may be incurred by the CITY in connection with my such claim or suit or in enforcing the indemnity granted above. Nothing in this agreement shall be construed as the CITY waiving its sovereign immunity pmaumt to 768.28, at seq., Florida Statute, or my other sovereign or governmental immunity. This provision shag survive termination of this agreement is. CHANGE ORDT?7S City may at my time, as the need arises, order changes within the scope of the services without invalidating the Agreement If such changes result m an increase or decrease in the Contract Price, or in the time required fm performance of the Services, an equitable adjusment shag be authorized by way of a Change Order. 19. TERMINAT/JIN OF AGp Eitherparty may terminate this Agreement by giving the other party thirty (. l dare wr ttm ootlre. a the event of termination, City will be reasonable for compensating ont actor only for those Services setisfactorily cormated or nortialiv crumleted up to the date of termination. Contractor shall not be entitled to compensation for loss of anticipated profit. 20. LICENSES AND CERT ,,TIONS. Connector, or its sub-contrector(s), shag possess and maintain during the term of iNs Agreement my and all licenses and certifications required to perform the Services covered under this Agreement, as stipulated by the Saa of Florida and the City of Sebastian. oa PL0wtfA1rC 'fib,tiQ_ _ Initials ITB 22-05, Sod Delivered and Picked Up for the City of Sebastian 6 of 13 DocuSign Envelope ID: EFBABICF-E43E4FEM502-FAA1837CAEB0 21. ADDITIONAL TERMS AND CONDITIONS (alphabetically listed) 21.1 AssianmenL Neither City net Convector shall sell, assign or transfer my of its rights, duties or obligations under the Agreement without the prior written cement of the other Party. In the event of my assignment. Contractor remains secondarily liable for performance of the Agreement, unless City expressly waives such secondary liability. 21.2 Bankrmtcv or Inmivenev. Contractor shall promptly notify City in writing of the filing of any voluntary or involuntary petition fen bankruptcy and/or of my insolvency of Contractor or my of its subcontractors who are involved in the provision of the Services under this Agreement. 213 Camnmance 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, Slam and Federal agencies having jurisdiction and authority. These laws, shall include, but not be limited to, Chapter 297 of the Florida Statutes, the Uniform Commercial Code, the Immigration and Nationalization Act, the Americans with Disabilities Act, the United Stares Occupational Safety and Hinalth Ad, the United Stares Environmental Protection Agency, the Slate of Florida Deparvnent of Environmental Protection, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status. sextant orientation, gender identity or expression or veleran's status. Violation of such laws sham be grounds for termination of the Agreement. 21A Conflict of Interest. Contractor covenmm that it presently has no interest and sham not acquire my interest which would conflict in my manual of degree with the performance of the Services covered voider this Agreement. Furthermore, Contractor warrants that it has not employed or retained my company or person, other than a tram fide employee working solely for Contractor to solicit or secure this Agreement and that it ban out paid or agreed to pay my person, company, corporation, individual, or firm, other than a bona fide employee working solely for Contractor my fee, wmmission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement Contractor, and its subcontractors at my tier, certify that they have not entered into my contract, subcontract, or arrangement in correction with the Project covered under this Agreement, or of my property included or planned to be included in the Project, in which my member, officer, or employee of Contractor or its subcontractors, during its tenure, on for two (21 veazs thereafter, has my Merest, dint w indirect. 21.5 Correction of Services. Contractor sham promptly remove horn the premiss 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 Convect Documents, replace and reexecme all Services without additional expense to City. Contractor shall bear the expense of melting good all Services of other contractor's work destroyed m damaged by such removal er replacement All removal and replacement of Services sham be done at Contractor's warjane. if contractor does out lake action to remove such rejected Services within two (2) calendar days after r ueipt of written entice from City's Project Manager, City may remove such Services an their own and store the materials at the expense ofConhector. 21.6 City Funds. If sufficient funding is not available for Contractor to complete the Services, City reserves the right to modify the tenure and conditions of the Agreement to change the Scope of Services to reduce the east to match my available funding. If snob modifications to the Scope of Services sr, out feasible, or if fending has been totally exhausted prior to Contractor's completion of its Services, the Agreement shall be terminated on terms reewnably acceptable to both parties. Additionally, in accordance with Section 216347, Florida Smmtes, and as provided harem, Contractor may not expand my City funds for the purpose of lobbying the legislature, or local, sum or federal agencies. REMAINDER OF THIS PAGE INZ,ZNALLY LEFT BLANK CITY OF SEBASTIAN. FLORIDA/FLORASOD, LLC Initials ITB 22-05. Serf Delivered and Picked Up for the City of Sebastian 7 of 13 Docuttign Envelope ID: EFM8ICF-E43E4FE9.85D2.FA 1837CFEBD 21.7 Debarment Contractor certifies to the but of their knowledge and belief, that they and Weir principals (1) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered trensictiom byanyMunicipal, City, State or Federal department or agency; (2) have not, within a throe -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, Slate or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification M destruction of records; making false statements; or receiving stolen propertyp) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated above; (4) have not within a three-year period preceding execution of this Agreement had one or more public transactions (Federal, State or local) terminated for cause or default; and (5) will advise City immediately if their status changes and will provide an explanation for the change in status. 21.9 Dlsednifir tory Vendor. Contractor certifies that they are not subject in 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 rat submit a Bid ou a contract with a public entity for the construction or repair of a public budding or public work, may not be awarded or perform work as a contractor, supplier, sub -contractor, or consultant wider a contract with any public entity, and may not transact business with public entity. 21.9 Minute Resolution. For any dispute concerning performance of the Agreement, which includes without limitation controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification or rescission, City shell 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 Bimetal of Wastes. Contractor shell handle my waste materials generated in the performance of the Services in full compliance with all laws, regulations, and requirements of all governmental authorities and them of City. Contractor shall use only disposal facilities which have proper permits and are in full compliance with all Caws. Contractor agrees that City has the right to reject, for any resson. Contractor's use of any particular disposal facility. Refer to Section 4.12 Clem Up in the ITB Documents. Contractor shall restore in an acceptable manner, or replace all property, both public and private, which has been displaced or damaged by the Connector during the execution of all work Contractor shall leave the Worksites unobstructed and in a neat and presentable condition. The wrm'property" shell include, bra is not limited to, roads, sidewalks, curbs, walls, forces, 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 a all dam collected, together with summaries and charts derived there from, will be considered works made for hire and will become the properly of City upon expiration or termination of the Agreement without restriction or limitation on their use. Upon delivery m City of said document(s), City will become the custodim thereof in accordance with Chapter 119, Florida Statutes. Contractor will not copyright my material and producer or patent my invention developed under this Agreement. Copies of Oscan donmems $ball not be sold or distributed to third parties without the written consent of City. 21.12 Drue Free Work8laen Contractor certifies that it has in pence a Drug-Fra Workplace Program in accordance with the Drug -Free Wor)place Act of 1988 (41 U.S.C. 702-706). Refer to Form J submitted with Bid. F✓09 DlTddO AMA11. rLb bA *-L3%4SbD,)iLC Initials ITB 22.05, Sod Delivered and Picked Up for the City of Sebastian 8 of 13 DoaSign Envelope ID: EFSABICF-E43EAFE985D2-FAA1837CAE8D 21.13 E"Iovee( Subcontrsetore and A pare All Contractor employees, subcomactors, and agents performing any off the Services under the 1greement shall be properly trained to meet or exceed my specified training qualifications. Upon request, Contractor shall famish a copy of certification or other proof of qualification. All employees, sulexa nacmrs, and agents of Contractor must comply with all securityand administrative requirements of City. City may wnduc4 and ConbwWr shall coopemte in, a security background cheek or otherwise assess my employee, sub -contractor, and agent of Contractor. City may refuse access to, or require replacement of, my of Contractors employee(s), subcontractors) and agent for cause, including, but not limited to, technical or undoing qualifications, quality of services, change in security stems, or non-compliance with City's security or other requirements. Such refusal shall not relieve Contractor of its obligation to perform all Services in wmplianw with the Agreemenl City may reject and bin from my facility for cause my of Contractor's employees, subcontractors, or agents. City shall have the right to review and approve any sub -contractor used by Contractor Contractor shall be fully responsible to City firs, the ads and omissions of its subrpntracmrs, and persons directly or indirectly employed by them It is Commercial respori brbty to empire that their subcontractors are properly licensed to do business in the State of Florida and City of Sebastian, as required by law.ALL WORKERS MUST HAVE W W��EPFRIEV EOPROPERLY PERFORM OKMUST HAVE Pi�tDAFETY VESTS RIN ANY SOD, MTSA~N-UP OPERATION. 21.14 Ernest Employment Otrlpertonjp. Contractor shall not discrrnim a on the basis of row, color, sex, age, national ongum religion, and disability or handicap in accordance with the Provisions of 7@le Fl of the Civil Righu Act of 1964 (42 U.S.C. § 2000 et seq.), Mle FD of the Civil Rights Act of 1968 (42 U.S.C. § 3601 a say.), Florida Civil Rights Act o('1992 (§ 760.10 at seq.), 75de 41 CFR Pan 60 for compliance with Executive Orders 11146 and 11375, Title 49 CFR 23 and 21de 49 CPR 26 for Disadvantaged Business Enterprises, Age Discrimination Ad of 1975 (42 US.C. § 6101, as seq.), Title 49 CPR 21 and 2111e 49 CFR 23, Nondiscrimination on the hasty ofhandicap, Mile 49 CFR 27, Americans with Disabilities Act of 1990 (42 U.S.C. 12102, W. seq), Fedaml Fair Labor Standards Act (29 U.S.C. § 201, at seq.), and my other Federal and State discrimination throw. Contractor shall famish 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 my sub-contrector hired by Contractor. All Equal Employment Opportunity requirements shall be included in all mn-exempt sub -contracts catered Cato by Contractor. Sub- contracts entered into by Contractor shall also include all other applicable tabor provisions. No sub- contract shall be awarded to my non -complying subcontractor. Additionally. Contractor shall rased in its sub -contracts a clause requiring subcontractors to include these provisions in my lower tier subcontracts that may in inn be made. Contractor shell comply with all slate laws and local ordinaries. 21.15 E-Verification System. Contractor shall comply with Executive order No. 12989 as amended and Executive Order No. 11-116, and agrees to utilize the U.S. Department of Homeland Security's E-Verify system, Lips://e-verdfv.uscis.¢ov/emn, to verify the employment eligibility of., (1) all persons employed by Contractor during the contract torn to perform my duties within Florida; and (2) all persons, including subcontractors, assigned by Contractor to perform work permanent to this Contract Contractors meeting the terms and conditions of the E- Verify System are deemed ro be in compliance with this provision. REMAINDER OF TRIS PAGE INTENTIONALLY LEFT BLANK �os CITY IAFLORIDIFLORASOD. LC f1B 22-05. Sad Delivered and Picked Upfor hhgkb the City of Sebastian 90113 DocuSi nEnvelope ID:EF8A81CF-E43E-0FE"5D2-FAA1837CAEBD 21.16 Force Maleure Event Neither party shall be considered to be in default in the performance of its obligations order this Agreement, except obligations to make payments with respect to amounts already accrued, to the extent that performance of my such obligations is prevented or delayed by my cause, existing or future, which is beyond the reasonable control, and not a result of the fault or negligence of the affected party (a "Fora Mijeure Event"). If a party is prevented or delayed in the performance of my such obligations by a Fora 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 Fora Majeure Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall resume performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall include, but not be limited to, acts of civil or military authority (including courts or regulatory agencies), act of God (excluding normal or seasonal weather conditions), pandemic, war, riot, or insurrection, inability to obtain required permits or licenses, hurricanes and severe floods. 21.17 Goverdry Law and Venue. The Agreement shall be governed in accordance with the laws of the State of Florida. In the event of litigation with respect to the obligation of the parties to the Agreement, the jurisdiction and venue of such action shall be an appropriate State Court in Indian River County, Florida. 21.18 GovernmevGl Restrictions. If Contractor believes that my governmental restrictions have been imposed that require alteration of the materials used, the quality, workmanship or performance of Ste 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 Imm1 etlon aedrzffflpallty Act Contractor shall comply with all immigration lawn as outlined in g USC ¢ 1324e - Utdawful Employment of Aliens. City will not intentionally award City contracts to my Contractor who knowingly employs unauthorized alien workers. Any violation of the employment provisions outlined in the Immigration and Nationality Act throughout the term of my 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 muse for unilateral cance0 ition of the Agreement, by City, if Contractor knowingly employs unauthorized aliens. 21.20 Inspection. Perfvrrpapoa S.Whivn. City reserves the right to inspect the Services provided by Contractor, whether pethai lly or fully completed, at my time, as deemed appropriate by City for the purpose of ensuring Contractor's performance under the Agreement. Such inspections performed by City, shall not he construed as a final approval of Contractor's Service, and shag not relieve Contractor from its obligations under the Agreement. Cityreserves the right to inspect, at my reasonable time with prior notice, Contractor's facilities to assess conformity of the provision of the Services with the Agreement requirements. City reserves the right to investigate or impact, at my time, whether the provision of the Services complies with the Agreement requirements. Contractor shall at all times during the Agreement term remain responsive and reaponable. 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 coveted under the Agre mint. 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. Cotimetor shall mr�r'�se and direct the nerfmmance of its Services and shall be solely m able for the means. mednods. techni aaa���jjj ve/mencea, am stets Of covslructiov and oaratiom. snit emolov and en mtam atl�re act She a mieff di sm"'isor or sumainterdegLsyho s ve bar design red inn wntrn� v Connector as the Contrnctd reoncsmla[�ve ryt the Pmiect its. 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. Ti' wnery�sor at mnerintende. t alien be �nmen t m the Project Site at all times as reanirM to arfonm edcomic moervisinn end coordmanon ofthe Conwctota Services. rots I � 66'69 MA NAN, FLORIDA AORA bD, LLC fnl " ITS 22-05. Sod Delivered and Picked Up for the City of Sebastian 10 of 13 DocuSign Envelope ID: EF8A81CF{03EAFE9-85D2-FAA1837CAEBD 21.21 Lawful Claims and Demands. Should my outstanding claims by subcontractors or suppliers incurred in the performance of the Services materialize after City bas made Payment to Contractor, Contractor will indemnify and save City harmless from such claims. Acceptance by Contractor of payment shell 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 furnished in connection with the provision of the Services, and for every set and neglect of City and others relating to or arising out of the provision of the Services covered under this Agreement Any payment, whether find a otherwise, shall not release Contractor or his sureties from my obligations under the Agreement. 21.22 LI oidated Damagyes.. The Citv shell be entitled to li dated demeees in the amount of Two Hundred Fifh Dollar 13250A0 r day for evT day t�t the Contractor is ]me in co. eemg the work rmuirements for each :York Order submitted for each section. Said dmnem afs be deducted by the Citv from monies due to Contractor. 21.23 Lobbying. Contractor shall not, in comection with the Agreement, directly or indirectly (1) offs, confer, or agree to confer my pecuniary bmcfit on anyone as conaideation for my 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 my gratuity for the berefit of, oral the direction or request of, my City officer or employee. For purposes of clause Two (2), "gratuity" means my 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 contacts of my kind. 211A N o o-Collusion. Contractor agrees that neither it, tar my of its officers, partner, agents or employees have entered into my agreemenl, participated in my collusion, or otherwise taken my ration which is in restraint of a free competitive solicitation in connection with this Agreement, and that Contactor intends to do the work with its own bona fide employees or subcontractors and has not provided a response for the benefit of mother contractor. Furthermore, Contractor certifies that its affiliates, subsidiaries, directors, officers, and employees are not currently under investigation by my governmental authority and have not in the last ten (10) years been convicted or found liable for my no prohibited by law in my jurisdiction, involving conspiracy or collusion with respect to submitting a response on my public agreement 21M Noq-Pesormpoee (:lease. The Contractor remgoim that due no the nature of the services to be perform ruder this Agreement, it is essential that the Work be completed in a timely manner in accordance with the schedules approved by the City. Non-perfomrmcehdeficiemies as identified by the City to the Contractor shall be addressed in the following mmmw:1. by verbal communication. PerforeamWdeficiency must be resolved by the end of the Tj)M day after verbal communication, if not; 2. Written Notice will be served to the Contractor. Performancedeficiency must be contacted by the end of the SECOND day after the Contractor has received the written notice, to the satisfaction of the City, ff ant; 3. The City may have the work performed by either its internal personnel or a third patty and charge the cost against payments due the Contractor. This does not relieve the Contractor of liquidated Damages. REPEATED PERFORMANCEIDFF1CIENCIFS MAY RESULT IN THE TERMINATION OF TTHS AGREEMENT. 21.26 Protect Site Conditions. Contactor shall be deemed to have examined Project Site(s), if applicable, and to have secured full knowledge of all conditions order which the Services are to be execmed and completed PAGE INTENTIONALLY LEFT BLANK G LYfN?1F3`��AgtIAN, D )fLoPA98b,LLC Instals` " IS 22-D5, Sod Delivered and Picked Up for the City of Sebasgan 11 of 13 Docu510n Envelope ID: EFBABICF-E43E4FEa-85D2-FAA1837CAESD 21.27�f otedian�f Persons. Contractor shall be responsible Cor the safety of its employees and dse employees of its subcontractors, during the provision of the Services. Connector 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 Ad. Contractor shad 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 employ= or any member of the public, or any damage to my of City's property, the Project Site, or adjacent property. 21.28 Public Endty Crime. persons or affiliates who have be= placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide my goods or services to a public entity; may not submit a birl, Moonset. or teniv on a contract with a public entity for the construction or repair of a public building or public work; may no ryrbmil bids. nroepsals. or renlies on leases of real property to a Fee- c entity, may trot be a ed or ore wok as a contractor, supplier, subcontractor, in consultant under a cored with my par c entity, and my not nursed busine with an`oublic antiin excess of the threshold amoral provided ins. 287.017, Florida Snmtear CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. 21.29 Index �ant Cppft�m Relationship Contractor is an independent contractor to City in the pronnsion of the Services Under this Agreement and is not m employee, agent, joint - venture, or partner of City. 21.30 Risk of Lou. 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, 0 m are associated with the Services shall remain with Contractor. 2131 Schedule Rmoru and Records. The City reserves the right to inspect and audit Contractor's books and records miming to the Agreement, when deemed appropriate by City. MI schedules, reports and records of Connector, as they relate to line Agreement, shall be retained in accordance with Paragraph 15 above of this Agreement. 2132 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 my information obtained by Contractor or its agme;, distributors, reseders, subcontractors, officers or employees in the course of the provision of the Services without the written consent of City. However, Contractor shall be permitted to release information to third parties if such information is publicly available through no fault of Connector, 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 shell take appropriate measures as to its pommel, agents, and mbemeactors. The warranties of this paragraph shall survive the agreement. 2133 Severability. If a coun deems my prevision of the Agreement void or unenforceable, that prevision shag be enforced only to the extent that it is not in violation of low or is not otherwise unenforceable and aU other previsions shall remain in full for 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 my 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 ftrany personal property faxes levied on Connector or for my taxes levied on Contractors employees' wages. City is a political subdivision of the State of Florida and holds a Stale 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, arc exempt from sales, consumer, use and other similar lxes. �as CITY OF SEBASTIAN. FLOR16A/PLONASOD, LLC Innta ITB 22-05, Sod Delivered and Picked Up for the City of Sebastian 12 of 13 D Slgn Envelope ID: EFBMl CF-E43E-0FES-8SD2-FAA1837CAEBD 2136 Waiver. The delay or failure by City to exercise or enforce any of its rights under this Agreement shall not constimte or be deemed a waiver of City's right thereafter to enforce these rights, nor shall my single or partial exercise of any such right preclude the City of any otter of further exercise thereof or the exercise of my other right. 22. AUTHORITY. Each person signing the Agreement warrants that he or she is duly Authod2ed to do so and to bind the respective parry to the Agreement. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed the day and year noted above. ATTEST (SEAL): THE CITY OF SEHASTTAN, FLORIDA: - W (X-E1(k.fYlfJ BY: ! _ - — J tte Wilhems, MMC ul E.`Cetiis�ITYMANAGER YY CLERK Approved as to form and legality for D-„ .AK ORASOD, LLC Reliance by the City of Sebastian only n' �_/J// ll9iecseemerrre. Ruben 7smanipa, CO-FOUNDER/PRESIDENT 1777" P�FIfiaCITY OF &" . L ITS 22-05, Sod Delivered and Picked Up for the City of Sebastian 13 of 13 DocuSign Envelope ID: EF8A81CF-E43E4FE"5D2.FAA1837CAESD ITB t122-05 X°'A60i^"r"" p1A'D SOD DELIVERED AND PICKED UP Ild:PlI-]ARAM 1) The City of Sebastian is requesting bids from qualified contractors for the purchase of Bahia, Floratem, Hydroseed Contractor Mix, and Hydromulch. The City requires both a delivered and a picked up price, as well ss pricing for installation, H needed. The City is also requesfing bids from qualified contractors for Hydroseeding services. 2) Pallets of sod shall be received by the City In the exact quanfifies as listed on the Contractors Bid -Form. Example: 400 square feet / pallet, 600 square feet / pallet and so on. The City may allow a 44. 5% variance. The City will deduct price par square foot on pallets found in dispute. All Discrepancies Shall be found in the favor of the City. 3) Sod .materials and Installation Shall conform to the Florida Department of Transportallon (FOOT) Standard Specifications for Road and Bridge Construction, latest edition, Sections 570, 981, 982, and 983. This standard shall also apply to the Hydromukh and Bahia Hydroseed products. 4) The City shall reserve the right to award to multiple contractors, If determined to be In the best Interest of the City. 5) Orders will be placed as -needed. 6) The City shall not allow any pallet charges from the contractor(s). 7) There shall be no minimum order restrictions placed on the City by the contractor for any Items awarded for City staff pick up. If the contractor requires minimum orders on sod pallet delivery, specify on the Bid Form. 8) Quantities listed on the Quote Form Identify estimated annual usage for the Initial contract term. Watering services and Installation carrot be estimated and will be required "as needed! 9) On an as -needed basis, separate Quotes will be requested from the awarded contractor(s) for Certified Bermuda 419 Sports Turf and Bermuda Celebration to be picked up or delivered, to Include installation and watering. 10) Additions and Deletions of Materials: A. Addition: Although this solicitation Identifies specific materials to be purchased, H Is hereby agreed and understood the City may at its sole option add new materials to the confined. Should the City determine that additional materials need to be added to the contract the City shall obtain price quotes from all successful Contractor(s) or obtain the additional materials through a separate solicitation. B. Deletion: Materials may be deleted when such Hems are no longer required during the contract period; upon written notice to the Contractors) DELIVERY AND INSTALLATION REQUIREMENTS — Contractor Shall: 1) Provide delivery to sites within the City limits of the City of Sebastian as stated on the Purchase Order. All delivery charges, handling or any other costs associated with delivery shall be Included In the pricing submitted on the attached Bid Forth. 2) Provide Maintenance of Traffic (MOT) when work occurs In the Right of Way. All MOT ectivHies shall conform to the latest edition of the Florida Department of Transportation (FDOT) Design Standard 6D0. Signs and barricades must be posted according to FOOT Manual of Safe Practices; reference FOOT Indexes 600 through 650 when Installing sod along roadways and medians. Page 35 of 37 DocuSign Envelope ID: EFBA8ICF-E43E4FEMSD2-FAA1837CAE8D xaar arera+awm 3) Have a forklift available at the time of delivery. :II/i11IiIR117[rTic: rT917TTidd7-T•�7TGTF.7Rif:1I; i Mill ITB #22-05 SOD DELIVERED AND PICKED UP 5) Deliver to multiple City locations for the same project at no additional charge. 6) Provide only qualified personnel, with supervision, for orders that require installation. At a minimum, one (1) crew member shall be able to communicate in English. 7) Furnish all labor, equipment, tools and transportation required in performance of these services. 8) Be responsible for posting all necessary warning signs on work she. WATERING: 11 When watering Is needed after the sod has been delivered and installed, it shall be performed every other day for a fourteen (14) day period. PICK UP REQUIREMENTS: 1) City is requesting the ability to pick up sod at contractor's location on 'an as needed basis.' 2) The City Is requesting pick up availability, at a minimum, of Monday through Friday from 7:30 am through 11:30 am. 3) Contractor shall specify daysthours that City staff can pick up sod at contractor's location as pan of their response. GENERAL: The Successful Bidder will appoint one of their employees as the Key Contact for Approval by the Ciys Project Manager. It is the City's belief that the services required are adequately described herein. Therefore, any negotiated contract, which may result from this Bid, will Include the entire effort required of the bidder to provide the service described. END OF THE SCOPE OF WORK Page 36 of 37 Do Sign Envelope 10: EFaAB1CF-E43E4FEa41502-FAA1837CAE8D Md1i�0iPaKAXGLWD EXHIBIT "B" BID PROPOSAL FORM SOD-DEUVERED AND PICKED UP ITB #22-05 SOD D&LIVERED AND PICKED UP The quantities for each line Item below will be used to compare one quote to another for award purposes only and does not represent a guarantee of actual work Item ITEM DESCRIPTION 8 1 1 15od, Bahia - Delivered I 2 ISod, Bahia - Delivered and Installed Up to 2,000 Square Feet 3 I5od, Bahia - Delivered and Installed Over 2,oDD Square Feet 4 Sod, Bahia -Picked Up 5 Sod, Floratam - Delivered 6 Sod, Floratam - Delivered and Installed Up to 2,000 Square Feet 7 Sod, Floatam- Delivered and Installed Over 2,000 Square Feet 1 8 Sod, Floratam - Picked Up 9 Hydromulch, 50lb bales- Picked Up 30 FDOT Mix Hydroseed, Seasonal Contractor Mix, 50 lb bag - Picked Up 31 IContractor Provided Hydroseeding Services 12 (Watering- Delivered and Installed Sod Only (Prim win beadd.dto d.11.,.dQmnlled, I TOTAL BID PRICE (Add Lines 1-12 A r dSignature / Printed Name & TRI� v Page 36 of 36 UOM I Est I Price per UOM I Total Price Amu Otyal I I I A I 8 A times B (AxB) 1 SF 186-0101$ 0." 1$ ��I$Td.00I SF 50,000 $ 0,40 $ �f 600'" SF 50,000 $ 0-W i$ w.-000. a0 SF 50,000 I$ 0-20 10rO00.e SF 100,000 I$ $ n.4n $ LID, Onn.°O SF 50,000 $ ox I$ .-P-'00•oo SF 50,000 $ 0- L(K I$ P4 ;WO-o" SF zs,aoo $ 0,3? I$ 9s�so0 I Bale I so Bag 1 so $ Sf I 70,000 I$ u/6 I$ I SF I I$ Date 1'/ohas� Ll� Company