HomeMy WebLinkAbout2024 AgreementLMOF
EBr-ST
HOME OF PELICAN ISLAND
Administrative Services Department
Procurement Division
1225 Main Street
Sebastian, FL 32958
(772)388-8231
CONTRACT FOR SIGNATURE
To: Brian Benton
From: Jessica Graham Date: 02/22/2024
Re: Monument Leveling Services Agreement Pages: 25
Comments:
For signature after 2/28/24 Council Meeting
CITY OF SEBASTIAN AGREEMENT FOR
CEMETERY MONUMENT LEVELING WITH
AGG RESTORATION OF SOUTHWEST FL, LLC.
THIS AGREEMENT made and entered into the I dh day of PRrCr1 , 2024 by
and between the City of Sebastian, Florida, whose address is 1225 Main Street,
Sebastian, FL 32958, a municipal corporation of the State of Florida, hereinafter
referred to as the "City" and AGG Restoration of Southwest Florida, LLC, whose
principal and local address is 7704 18th Avenue NW, Bradenton, FL 34209, hereinafter
referred to as to as the "Contractor". The City and the Contractor are collectively
referred to herein as the 'Parties."
WITNESSETH:
WHEREAS, the City desires to retain the Contractor for the work identified in the
bid specifications outlined in the Invitation to Bid (ITB) 24-03 City of Sebastian
Cemetery Monument Leveling; and
WHEREAS, the City desires to retain the Contractor to provide monument
leveling services, as subsequently specifically set out in purchase orders to be issued
under this agreement; and
WHEREAS, the City desires to employ the Contractor to support the activities,
programs and projects of the City upon the terms and conditions hereinafter set forth,
and the Contractor is desirous of performing and providing such goods/services upon
said terms and conditions; and
WHEREAS, the Contractor hereby warrants and represents to the City that it is
competent and otherwise able to provide professional services to the City; and
WHEREAS, all City promulgated bid documents pertaining to ITB 24-03 City of
Sebastian Cemetery Monument Leveling and all submissions by the Contractor
(including the bid proposal and proposal clarifications) are incorporated herein to the
extent not inconsistent with the terms and conditions as set forth herein; and
WHEREAS, the City desires to retain the Contractor to provide all labor,
materials, equipment, facilities and services in accordance with, but not limited to, the
guidelines in the scope of work; and
WHEREAS, the City desires to use the expertise and knowledge of the
Contractor: and
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WHEREAS, the Contractor recognizes the importance to the public of strict
adherence to all laws, rules and regulations with particular regard to safety procedure
and processes.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
SECTION 1: GENERAL PROVISIONS.
(a) The term "Contractor" as used in this agreement is hereby defined herein
as that person or entity, including employees, servants, partners, principals, agents and
assignees providing services under this agreement.
(b) The Contractor acknowledges that the City may retain other service
providers to provide the same services for City projects. The Contractor acknowledges
that the City, at the City's option, may request proposals from the Contractor and the
service providers for City projects. The City reserves the right to select which service
providers shall provide services for the City's projects.
(c) This agreement is for monument leveling services, as set forth herein and
as otherwise directed by the City to include all labor and materials that may be
required.
(d) The recitals above are true and correct and form and constitute a material
part of this agreement upon which the parties have relied.
(e) Each party hereto represents to the other that it has undertaken all
necessary actions to execute this agreement, and that it has the legal authority to enter
into this agreement and to undertake all obligations imposed on it. The person(s)
executing this agreement for the Contractor certify that they are authorized to bind the
Contractor fully to the terms of this agreement.
(f) Time is of the essence of the lawful performance of the duties and
obligations contained in this agreement to include, but not be limited to, each purchase
order. The parties covenant and agree that they shall diligently and expeditiously
pursue their respective obligations set forth in this agreement and each purchase
order.
(g) When the term "law" is used herein, said phrase shall include statutes,
codes, rule and regulations of whatsoever type or nature enacted or adopted by a
governmental entity of competent jurisdiction.
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(h) The Contractor hereby guarantees the City that all work and all material,
supplies, services and equipment as listed on a Purchase Order meet the
requirements, specifications and standards as provided for under the Federal
Occupations Safety and Health Act of 1970, from time to time amended and in force on
the date hereof.
(i) It is agreed that nothing herein contained is intended or should be
construed as in any manner creating or establishing a relationship of co-partners
between the parties, or as constituting the Contractor (including, but not limited to, its
officers, employees, and agents) the agent, representative, or employee of the City for
any purpose, or in any manner, whatsoever. The Contractor is to be and shall remain
forever an independent Contractor with respect to all services performed under this
agreement.
0) Persons employed by the Contractor in the provision and performance of
the goods and/or services and functions pursuant to this agreement shall have no claim
to pension, workers' compensation, unemployment compensation, civil service or other
employee rights or privileges granted to the City's officers and employees either by
operation of law or by the City.
(k) No claim for goods and/or services furnished by the Contractor not
specifically provided for herein or in a purchase order shall be honored by the City.
SECTION 2: SCOPE OF SERVICES.
(a) The Contractor shall safely, diligently and in a professional and timely
manner perform, with its own equipment and assets, and provide goods and/or services
included in each subsequently entered purchase order. Unless modified in writing by
the parties hereto, the duties of the Contractor shall not be construed to exceed the
provision of the goods and/or services pertaining to this agreement.
(b) The Contractor shall provide the goods and/or services as generally set
forth and described in Exhibit "A" to this agreement and specifically detailed in various
purchase orders as may be issued from time -to -time by the City.
SECTION 3: PURCHASE ORDERS.
(a) The provision of services to be performed under the provisions of this
agreement shall be commenced as set forth in the City's bid/procurement documents
upon the execution of this agreement and a purchase order issued on a form provided
by the City hereunder commencing the provision of goods and services. Additional
services to be performed by the Contractor to the City, shall be authorized in a written
change order issued by the City on a form provided by the City. Purchase orders
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executed by the City shall include a detailed description of quantities, services and a
completion schedule. The Contractor shall review purchase orders and notify the City
in writing of asserted inadequacies for the City's correction, if warranted. In every
case, if work is completed by the Contractor without authorization by a purchase/work
order or a chanqe order, the Citv is not obligated to compensate the Contractor for the
unauthorized work.
(b) The Contractor shall perform all services required by the purchase order
but, in no event, shall the Contractor be paid more than the negotiated Fixed Fee
amount stated therein.
(c) The Contractor may invoice the amount due based on the percentage of
total services actually performed and completed; but, in no event, shall the invoice
amount exceed a percentage of the Fixed Fee amount equal to a percentage of the
total services actually completed.
(d) Payments shall be made by the City to the Contractor when requested as
work progresses for services furnished, but not more than once monthly. Each
purchase order shall be invoiced separately. The Contractor shall render to the City, at
the close of each calendar month, an itemized invoice properly dated, describing any
services rendered, the cost of the services, the name and address of the Contractor,
purchase order number, contract number and all other information required by this
agreement.
SECTION 4: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED.
Execution of this agreement by the Contractor is a representation that the
Contractor is familiar with the services to be performed and with local conditions. The
Contractor shall make no claim for additional time or money based upon its failure to
comply with this agreement. The Contractor has informed the City, and hereby
represents to the City, that it has extensive experience in performing and providing the
services and/or goods described in this agreement and to be identified in the purchase
orders, and that it is well acquainted with the work conditions and the components that
are properly and customarily included within such projects and the requirements of
laws, ordinance, rules, regulations or orders of any public authority or licensing entity
having jurisdiction over the City's projects. Execution of a purchase order shall be an
affirmative and irrefutable representation by the Contractor to the City that the
Contractor is fully familiar with any and all requisite work conditions of the provisions of
the goods and/or services.
SECTION 5: CHANGE ORDERS.
(a) The City may revise the scope of services set forth in any particular
purchase order.
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(b) Revisions to any purchase order shall be authorized in writing by the City
as a change order. Each change order shall include a schedule of completion for the
services authorized. Change orders shall identify this agreement and the appropriate
purchase order number. Change orders may contain additional instructions or
provisions specific upon certain aspects of this agreement pertinent to the services to
be provided. Such supplemental instructions or provisions shall not be construed as a
modification of this agreement. An agreement between the parties on and execution of
any change order shall constitute a final settlement and a full accord and satisfaction of
all matters relating to the change and to the impact of the change on unchanged goods
and/or work, including all direct and indirect costs of whatever nature, and all
adjustments to the Contractor's schedule.
SECTION 6: CONTRACTOR RESPONSIBILITIES.
(a) The Contractor shall be responsible for the professional quality, accepted
standards, technical accuracy, neatness of appearance of employees, employee
conduct, safety, and the coordination of all goods and/or services furnished by the
Contractor under this agreement as well as the conduct of its staff, personnel,
employees and agents. The Contractor shall provide to the City a list of employee
working days, times and assignments within two (2) hours of the City's request for such
information and the City may request and the Contractor shall provide employee
addresses and drivers' licenses. All Contractor employees shall at all times when
performing work wear identification badges which, at a minimum, provides the name of
the employee and the Contractor. The Contractor shall work closely with the City on all
aspects of the provision of the goods and/or services. With respect to services, the
Contractor shall be responsible for the professional quality, technical accuracy,
competence, methodology, accuracy and the coordination of all of the following which
are listed for illustration purposes only and not as a limitation: documents, analysis,
reports, data, plans, plats, maps, surveys, specifications, and any and all other services
of whatever type or nature furnished by the Contractor under this agreement. The
Contractor shall, without additional compensation, correct or revise any errors or
deficiencies in its plans, analysis, data, reports, designs, drawings, specifications, and
any and all other services of whatever type or nature. The Contractor's submissions in
response to the subject bid or procurement processes are incorporated herein by this
reference thereto.
(b) Neither the City's review, approval or acceptance of, nor payment for, any
of the goods and/or services required shall be construed to operate as a waiver of any
rights under this agreement or of any cause of action arising out of the performance of
this agreement and the Contractor shall be and remain liable to the City in accordance
with applicable law for all damages to the City caused by the Contractor's negligent or
improper performance or failure to perform any of the goods and/or services furnished
under this agreement.
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(c) The rights and remedies of the City, provided for under this agreement,
are in addition to any other rights and remedies provided by law.
(d) Time is of the essence in the performance of all goods and/or services
provided by the Contractor under the terms of this agreement and each and every
purchase order.
SECTION 7: CITY RIGHTS AND RESPONSIBILITIES.
(a) The City shall reasonably cooperate with the Contractor in a timely
fashion at no cost to the Contractor as set forth in this Section.
(b) The City shall furnish a City project manager, to administer, review and
coordinate the provision of services under purchase orders.
(c) The City shall make City personnel available where, in the City" s opinion,
they are required and necessary to assist the Contractor. The availability and
necessity of said personnel to assist the Contractor shall be determined solely at the
discretion of the City.
(d) The City shall examine all of the Contractor's services and indicate the
City's approval or disapproval within a reasonable time so as not to materially delay the
provisions of services of the Contractor.
(e) The City shall transmit instructions, relevant information, and provide
interpretation and definition of City policies and decisions with respect to any and all
materials and other matters pertinent to the services covered by this agreement.
(f) The City shall give written notice to the Contractor whenever the City's
designated representative knows of a development that affects the goods and/or
services provided and performed under this agreement, timing of the Contractor' s
provision of goods and/or services, or a defect or change necessary in the goods
and/or services of the Contractor.
(g) The rights and remedies of the City provided for under this agreement are
in addition to any other rights and remedies provided by law. The City may assert its
right of recovery by any appropriate means including, but not limited to, set-off, suit,
withholding, recoupment, or counterclaim, either during or after performance of this
agreement as well as the adjustment of payments made to the Contractor based upon
the quality of work of the Contractor.
(h) The City shall be entitled to recover any and all legal costs including, but
not limited to, attorney fees and other legal costs that it may incur in any legal actions it
may pursue in the enforcement of the terms and conditions of this agreement or the
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responsibilities of the Contractor in carrying out the duties and responsibilities deriving
from this agreement.
(i) The failure of the City to insist in any instance upon the strict performance
of any provision of this agreement, or to exercise any right or privilege granted to the
City hereunder shall not constitute or be construed as a waiver of any such provision or
right and the same shall continue in force.
0) Neither the City's review, approval or acceptance of, nor payment for,
any of the goods and/or services required shall be construed to operate as a waiver of
any rights under this agreement nor or any cause of action arising out of the
performance of this agreement and the Contractor shall be and always remain liable to
the City in accordance with applicable law for any and all damages to the City or the
public caused by the Contractor s negligent or wrongful provision or performance of
any of the goods and/or services furnished under this agreement.
(k) All deliverable analysis, reference data, survey data, plans and reports or
any other form of written instrument or document that may result from the Contractor" s
services or have been created during the course of the Contractor s performance
under this agreement shall become the property of the City after final payment is made
to the Contractor.
SECTION 8: COMPENSATION.
(a) Compensation for performance of work in accordance with Exhibit A,
subject to additions and deletions by change order as provided for in this agreement,
the sum, not to exceed one hundred twenty-nine thousand three hundred twenty
dollars and zero cents ($129,320.00).
(b) Compensation to the Contractor shall be as set forth in the purchase
order which assigns services to be accomplished by the Contractor.
(c) The Contractor shall be paid in accordance with the charges as set forth
in Exhibit "B" attached hereto.
(d) There are no reimbursable expenses to be paid to the Contractor except
as specifically set forth herein.
SECTION 9: INVOICE PROCESS.
(a) Invoices, which are in an acceptable form to the City and without
disputable items, which are received by the City, will be processed for payment within
thirty (30) days of receipt by the City.
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(b) The Contractor will be notified of any disputable items contained in
invoices submitted by the Contractor within fifteen (15) days of receipt by the City with
an explanation of the deficiencies.
(c) The City and the Contractor will make every effort to resolve all disputable
items contained in the Contractor's invoices.
(d) Each invoice shall reference this agreement, the appropriate purchase
order and Change Order if applicable, and billing period.
(e) The Florida Prompt Payment Act shall apply when applicable. A billing
period represents the dates in which the Contractor completed goods and/or services
referenced in an invoice.
(f) Invoices are to be forwarded directly to:
Finance Department
City of Sebastian
1225 Main Street
Sebastian, FL 32958
SECTION 10: COMMENCEMENT SCHEDULE OF AGREEMENT.
(a) The Contractor shall commence the provision of services as described in
this agreement upon execution of this agreement and a purchase order issued by the
City.
(b) The Contractor and the City agree to make every effort to adhere to the
schedules required by the City or as established for the various purchase orders as
described in each purchase order. However, if the Contractor is delayed at any time in
the provision of goods and/or services by any act or omission of the City, or of any
employee, tumult of the City, or by any other Contractor employed by the City, or by
changes ordered by the City, or by strikes, lock outs, fire, unusual delay in
transportation, terrorism, unavoidable casualties, or any other causes of force majeure
not resulting from the inactions or actions of the Contractor and beyond the
Contractor's control which would not reasonably be expected to occur in connection
with or during performance or provision of the goods and/or services, or by delay
authorized by the City pending a decision, or by any cause which the City shall decide
to justify the delay, the time of completion shall be extended for such reasonable time
as the City may decide in its sole and absolute discretion. It is further expressly
understood and agreed that the Contractor shall not be entitled to any damages or
compensation, or be reimbursed for any losses on account of any delay or delays
resulting from any of the aforesaid causes or any other cause whatsoever.
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SECTION 12: DESIGNATED REPRESENTATIVES.
(a) The City designates the City Manager or their designated representative,
to represent the City in all matters pertaining to and arising from the work and the
performance of this agreement.
(b) The City Manager, or his/her designated representative, shall have the
following responsibilities:
(1) Examination of all work and rendering, in writing, decisions
indicating the City's approval or disapproval within a reasonable time so as not to
materially delay the work of the Contractor;
(2) Transmission of instructions, receipt of information, and
interpretation and definition of City's policies and decisions with respect to design,
materials, and other matters pertinent to the work covered by this agreement;
(3) Giving prompt written notice to the Contractor whenever the City
official representative knows of a defect or change necessary in the project; and
(4) Coordinating and managing the Contractor's preparation of any
necessary applications to governmental bodies, to arrange for submission of such
applications.
(c) Until further notice from the City Manager the designated representative
for this agreement is with respect to this section of the Agreement:
Richard Blankenship, Parks and Recreation Director
City of Sebastian
1225 Main Street
Sebastian, FL 32958
(d) The Contractor's designated representative is:
Clifford Ullmann, Owner/Partner
AGG Restoration of Southwest FL, LLC
Bradenton, FL 34209
SECTION 13: TERMINATION FOR CAUSE OR CONVIENCE.
(a) Notwithstanding any other provision of this agreement, the City shall have
the right at any time to terminate this agreement in its entirely with or without cause as
outlined below.
(b) If Contractor is found to have failed to perform services in a manner
satisfactory to the City, the Contractor shall have ten (10) days to correct deficnencies.
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SECTION 13: TERMINATION FOR CAUSE OR CONVIENCE.
(a) Notwithstanding any other provision of this agreement, the City shall have
the right at any time to terminate this agreement in its entirely with or without cause as
outlined below.
(b) If Contractor is found to have failed to perform services in a manner
satisfactory to the City, the Contractor shall have ten (10) days to correct deficnencies.
(c) Failure of the Contractor to remedy said specified deficiencies within ten
(10) days of receipt of such notice, shall result in the termination of the agreement, and
the City shall be relieved of any and all responsibilities and liabilities under the terms
and provisions of the agreement. Upon receipt of notice of termination, Contractor shall
promptly discontinue the provision of all services, unless the notice provides otherwise.
(c) The City shall have the right to terminate this agreement without cause
with a fourteen (14) day written notice to the Contractor. Notice shall be served to the
parties as specified in the agreement.
(d) In the event that this agreement is terminated, the City shall identify any
specific purchase order(s) being terminated and the specific purchase order(s) to be
continued to completion pursuant to the provisions of this agreement.
(e) This agreement will remain in full force and effect as to all authorized
purchase order(s) that are to be continued to completion in (d) above.
(f) In the event that after the City's termination for cause for failure of the
Contractor to fulfill its obligations under this agreement it is found that the Contractor
has not so failed, the termination shall be deemed to have been for convenience and
without cause.
SECTION 14: PAYMENT IN THE EVENT OF TERMINATION.
In the event this agreement or any purchase order is terminated or canceled
prior to final completion without cause, payment for the unpaid portion of the
satisfactoory, undisputed services provided by the Contractor prior to the date of
termination.
SECTION 15: EQUAL OPPORTUNITY EMPLOYMENT
Contractor shall not discriminate on the basis of race, color, sex, age, national
origin, religion, and disability or handicap in accordance with the provisions of: Title VI
of the Civil Rights Act of 1964 (42 U.S.C. § 2000 et 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 et
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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, et seq.), Title 49 CFR 21 and Title 49
CFR 23, Nondiscrimination on the basis of handicap, Title 49 CFR 27, Americans with
Disabilities Act of 1990 (42 U.S.C. 12102, et. seq.), Federal Fair Labor Standards Act
(29 U.S.C. § 201, et seq.), and any other federal and state discrimination statutes.
Contractor shall furnish pertinent information regarding its employment policies and
practices as well as those of their proposed subContractors 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 subcontracts
entered into by Contractor. Subcontracts entered into by Contractor shall also include
all other applicable labor provisions. No subcontract shall be awarded to any
noncomplying subContractor. Additionally, Contractor shall insert in its subcontracts a
clause requiring subContractors to include these provisions in any lower tier
subcontracts that may in turn be made. Contractor shall comply with all state laws and
local ordinances.
SECTION 16: INDEMNIFICATION
(a) The Contractor and its subContractors (if applicable) shall indemnify,
defend and hold harmless the City, 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 subContractors and other persons employed or utilized by the
consultant or its subContractors 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 indemnitee or its officers,
directors, agents or employees. Upon request of the City, the consultant or its
subContractors 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 consultant 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. Nothing in this agreement shall be construed as
the City waiving its sovereign immunity pursuant to Florida Statute §768.28, or any
other sovereign or governmental immunity nor an admission of any liability. This
provision shall survive termination of this agreement.
SECTION 17: INSURANCE.
(a) The Contractor shall obtain or possess and continuously maintain the
following insurance coverage, from a company or companies, with a Best Rating of A -
or better, authorized to do business in the State of Florida and in a form acceptable to
the City and with only such terms and conditions as may be acceptable to the City:
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(1) Worker's Compensation: In accordance with Florida Statutes
Chapter 440, maintain worker's compensation insurance to the extent required by law f
or all employees to be engaged in Work under this contract.
(2) Comprehensive General Liabilitv: The Contractor will provide
coverage for all operations including, but not limited to, contractual, products and
complete operations and personal injury. The limits will not be less than $1,000,000
combined single limit per each occurance.
(3) Comprehensive Automobile Liability: The Contractor shall provide
complete coverage for owned and non -owned vehicles for limits not less than
$1,000,000 combined single limit.
(b) All insurance other than Worker's Compensation to be maintained by the
Contractor shall specifically include the City as an additional insured.
(c) The Contractor shall provide certificates of insurance to the City
evidencing that all such insurance is in effect prior to the issuance of the first purchase
order under this agreement from the City. These certificates of insurance shall become
part of this agreement. Neither approval by the City nor failure to disapprove the
insurance furnished by a Contractor shall relieve the Contractor of the Contractor' s full
responsibility for performance of any obligation including the Contractor' s
indemnification of the City under this agreement. If, during the period which an
insurance company is providing the insurance coverage required by this agreement, an
insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with
Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best' s Rating and
Financial Size Category, the Contractor shall, as soon as the Contractor has
knowledge of any such circumstance, immediately notify the City and immediately
replace the insurance coverage provided by the insurance company with a different
insurance company meeting the requirements of this agreement. Until such time as the
Contractor has replaced the unacceptable insurer with insurance acceptable to the
City, the Contractor shall be deemed to be in default of this agreement.
(d) The insurance coverage shall contain a provision that requires that prior
to any changes in the coverage, except increases in aggregate coverage, thirty (30)
days prior notice will be given to the City by submission of a new certificate of
insurance.
(e) The Contractor shall furnish certificate of insurance directly to the City' s
procurement/contracts manager. The certificates shall clearly indicate that the
Contractor has obtained insurance of the type, amount and classification required by
this agreement.
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(f) Nothing in this agreement or any action relating to this agreement shall be
construed as the City's waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes.
(g) The City shall not be obligated or liable under the terms of this agreement
to any party other than the Contractor. There are no third party beneficiaries to this
agreement.
(h) The Contractor is an independent Contractor and not an agent,
representative, or employee of the City. The City shall have no liability except as
specifically provided in this agreement.
(i) All insurance shall be primary to, and not contribute with, any insurance
or self-insurance maintained by the City.
SECTION 18: STANDARDS OF CONDUCT.
(a) The Contractor shall promptly notify City in writing of the filing of any
voluntary or involuntary petition for bankruptcy and/or of any insolvency of Design
Builder or any of its subContractors who are involved in the provision of the Services
under this Agreement.
(b) The Contractor hereby certifies that no undisclosed (in writing) conflict of
interest exists with respect to the agreement, including, but not limited to, any conflicts
that may be due to representation of other clients, customers or vendees, other
contractual relationships of the Contractor, or any interest in property that the
Contractor may have. The Contractor further certifies that any conflict of interest that
arises during the term of this agreement shall be immediately disclosed in writing to the
City. Violation of this Section shall be considered as justification for immediate
termination of this agreement.
(c) If the City determines that any employee or representative of the
Contractor is not satisfactorily performing his/her assigned duties or is demonstrating
improper conduct pursuant to any assignment or work performed under this agreement,
the City shall so notify the Contractor, in writing. The Contractor shall immediately
remove such employee or representative of the Contractor from such assignment.
(d) The Contractor shall not publish any documents or release information
regarding this agreement to the media without prior approval of the City.
(e) The Contractor shall certify, upon request by the City, that the Contractor
maintains a drug free workplace policy in accordance with Section 287.0878, Florida
Statutes. Failure to submit this certification may result in termination of this agreement.
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(f) If the Contractor or an affiliate is placed on the convicted vendor list
following a conviction for a public entity crime, such action will result in termination of
this agreement by the City. Contractor, supplier, or subContractor, under a contract
with any public entity may not transact business with any public entity in excess of the
threshold amount provided in s. 287.017, Florida Statutes for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted vendor list.
(g) Contractor certifies to the best of their knowledge and belief, that they and
their principals (1) are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from covered transactions by any nunicipal,
City, state or federal department or agency; (2) have not, within a three-(3) year period
preceding execution of this agreement, been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a public (federal, state or local)
transaction or contract under a public transaction; violation of federal or state antitrust
statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records; making false statements; or receiving stolen property; (3) are
not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (federal, state or local) with commission of any of the offenses enumerated
above; (4) have not within a three (3) 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.
(h) The City reserves the right to unilaterally terminate this agreement if the
Contractor refuses to allow public access to all documents, papers, letters, or other
materials subject to provisions of Chapter 119, Florida Statutes, and other applicable
law, and made or received by the Contractor in conjunction, in any way, with this
agreement.
(i) The Contractor shall comply with the requirements of the Americans with
Disabilities Act (ADA), and any and all related federal or state laws which prohibits
discrimination by public and private entities on the basis of disability.
0) The City will not intentionally award publicly -funded contracts to any
Contractor who knowingly employs unauthorized alien workers, constituting a violation
of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e)
of the Immigration and Nationally Act (INA). The City shall consider the employment by
the Contractor of unauthorized aliens, a violation of Section 274A(e) of the INA. Such
violation by the Contractor of the employment provisions contained in Section 274A(e)
of the INA shall be grounds for immediate termination of this agreement by the City.
(k) The Contractor agrees to comply with federal, state, and local
environmental, health, and safety laws and regulations applicable to the goods and/or
services provided to the City. The Contractor agrees that any program or initiative
Page 14 of 24
involving the work that could adversely affect any personnel involved, citizens,
residents, users, neighbors or the surrounding environment will ensure compliance with
any and all employment safety, environmental and health laws.
(1) The Contractor shall ensure that all goods and/or services are provided to
the City after the Contractor has obtained, at its sole and exclusive expense, any and
all permits, licenses, permissions, approvals or similar consents.
(m) If applicable, in accordance with Section 216.347, Florida Statutes, the
Contractor shall not use funds provided by this agreement for the purpose of lobbying
the Legislature, the judicial branch or state agency. Futhermore, Contractor shall not, in
connection with the agreement, directly or indirectly (1) offer, confer, or agree to confer
any pecuniary benefit on anyone as consideration for any City officer or employee's
decision, opinion, recommendation, vote, other exercise of discretion, or violation of a
known legal duty; or (2) offer, give, or agree to give to anyone any gratuity for the
benefit of, or at the direction or request of, any City officer or employee. "Gratuity"
means any payment of more than nominal monetary value in the form of cash, travel,
entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money,
services, employment, or contracts of any kind.
(n) The Contractor shall advise the City in writing of it who has been placed
on a discriminatory vendor list, may not submit a bid on a contract to provide goods or
services to a public entity, or may not transact business with any public entity.
(o) The Contractor shall not engage in any action that would create a conflict
of interest in the performance of that actions of any City employee or other person
during the course of performance of, or otherwise related to, this agreement or which
would violate or cause others to violate the provisions of Part III, Chapter 112, Florida
Statutes, relating to ethics in government.
SECTION 19: PUBLIC RECORDS
(a) The Consultant will keep and maintain public records required by the City
to perform the service. Upon request from the City's custodian of public records, the
Consultant 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. Upon completion of the Agreement, the Consultant will transfer, at no cost, to the
City all public records in possession of the Consultant or keep and maintain public
records required by the City to perform the service. The Consultant will ensure that the
public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration
of the term of the Agreement and following completion of the Agreement if the
Consultant does not transfer the records to the City. If the Consultant keeps and
maintains public records upon completion of the Agreement the Consultant shall meet
Page 15 of 24
all applicable requirements for retaining public records. If the Consultant transfers all
public records to City upon completion of the Agreement, the Consultant shall destroy
any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. All records stored electronically must be provided to
the City, upon request from the City's custodian of public records, in a format that is
compatible with the information technology system of the City. If the Consultant does
not comply with the City's request for public records, the City shall enforce the
provisions of the Agreement in accordance with the terms of the Agreement and may
cancel the Agreement.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CUSTODIAN OF
PUBLIC RECORDS, AT 1225 MAIN STREET, SEBASTIAN, FL 32958;
EMAIL: iwilliams(cDCitvofsebastian.orq; PHONE: 772-388-8215.
SECTION 20: CODES AND DESIGN STANDARDS.
(a) All services to be performed by the Contractor shall, at a minimum, be in
conformance with commonly accepted industry and professional codes and standards,
standards of the City, and the laws of any and all federal, state and local regulatory
agencies.
(b) The Contractor shall be responsible for keeping apprised of any changing
laws, applicable to the goods and/or services to be performed under this agreement.
SECTION 21: ASSIGNABILITY.
(a) The Contractor shall not sublet, assign or transfer any interest in this
agreement, or claims for the money due or to become due out of this agreement to a
bank, trust company, or other financial institution without written City approval. When
approved by the City, written notice of such assignment or transfer shall be furnished
promptly to the City.
(b) The Contractor agrees to reasonably participate in the contract
"piggybacking" programs pertinent to local governments.
SECTION 22: SUBCONTRACTORS.
(a) Any Contractor's proposed subContractors shall be submitted to the City
for written approval prior to the Contractor entering into a subcontract. SubContractor
information shall include, but not be limited to, state registrations, business address,
occupational license tax proof of payment, and insurance certifications.
Page 16 of 24
(b) The Contractor shall coordinate the provision of goods and/or services
and work product of any City approved subContractors, and remain fully responsible for
such goods and/or services and work under the terms of this agreement.
(c) Any subcontract shall be in writing and shall incorporate this agreement
and require the subContractor to assume performance of the Contractor's duties
commensurately with the Contractor's duties to the City under this agreement, it being
understood that nothing herein shall in any way relieve the Contractor from any of its
duties under this agreement. The Contractor shall provide the City with executed
copies of all subcontracts.
(d) The Contractor shall reasonably cooperate at all times with the City and
other City Contractors and professionals.
SECTION 23: CONTROLLING LAWSNENUE/INTERPRETATIONMAIVER OF
JURY TRIAL.
(a) 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. The parties agree that in the event of litigation
arising from this agreement, that each shall waive any right to trial by jury.
(c) This agreement is the result of bona fide arms length negotiations
between the City and the Contractor and all parties have contributed substantially and
materially to the preparation of the agreement. Accordingly, this agreement shall not
be construed or interpreted more strictly against any one party than against any other
party.
SECTION 24: FORCE MAJEURE.
Neither party shall be considered in default in performance of its obligations
hereunder to the extent that performance of such obligations, or any of them, is delayed
or prevented by Force Majeure. Force Majeure shall include, but not be limited to,
hostility, terrorism, revolution, civil commotion, strike, epidemic, pandemic, fire, flood,
wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other
act of government, or any act of God or any cause whether of the same or different
nature, existing or future; provided that the cause whether or not enumerated in this
Section is beyond the control and without the fault or negligence of the party seeking
relief under this Section.
Page 17 of 24
SECTION 25: EXTENT OF AGREEMENT/INTEGRATION/AMENDMENT.
(a) This agreement, together with the exhibit(s), constitutes the entire
integrated agreement between the City and the Contractor and supersedes all prior
written or oral understandings in connection therewith. This agreement, and all the
terms and provisions contained herein, including without limitation the exhibits hereto,
constitute the full and complete agreement between the parties hereto to the date
hereof, and supersedes and controls over any and all prior agreements,
understandings, representations, correspondence and statements whether written or
oral.
(b) This agreement may only be amended, supplemented or modified by a
formal written amendment.
(c) Any alterations, amendments, deletions, or waivers of the provisions of
this agreement shall be valid only when expressed in writing and duly signed by the
parties.
SECTION 26: NOTICES.
(a) Whenever either party desires to give notice unto the other, it must be
given by written notice, sent by registered United States mail, with return receipt
requested, addressed to the party for whom it is intended, at the place last specified,
and the place for giving of notice shall remain such until it shall have been changed by
written notice in compliance with the provisions of this Section.
(b) For the present, the parties designate the following as the representative
places for giving of notice, to -wit:
For the City:
City Manager
City of Sebastian
1225 Main Street
Sebastian, FL 32958
For the Contractor:
Clifford Ullmann, Owner/Partner
AGG Restoration of Southwest FL, LLC
Bradenton, FL 34209
(c) Written notice requirements of this agreement shall be strictly construed
and such requirements are a condition precedent to pursuing any rights or remedies
hereunder. The Contractor agrees not to claim any waiver by City of such notice
requirements based upon City having actual knowledge, implied, verbal or constructive
Page 18 of 24
notice, lack of prejudice or any other grounds as a
Contractor to comply with the express written notice
notification (e-mails and message boards) shall not
under the terms of the agreement.
SECTION 27: WAIVER.
substitute for the failure of the
requirements herein. Computer
constitute proper written notice
The failure of the City to insist in any instance upon the strict performance of any
provision of this agreement, or to exercise any right or privilege granted to the City
hereunder shall not constitute or be construed as a waiver of any such provision or
right and the same shall continue in force.
SECTION 28: NO GENERAL CITY OBLIGATION.
(a) In no event shall any obligation of the City under this agreement be or
constitute a general obligation or indebtedness of the City, a pledge of the ad valorem
taxing power of the City or a general obligation or indebtedness of the City within the
meaning of the Constitution of the State of Florida or any other applicable laws, but
shall be payable solely from legally available revenues and funds.
(b) The Contractor shall not have the right to compel the exercise of the ad
valorem taxing power of the City.
SECTION 29: EXHIBITS.
Each exhibit referred to and attached to this agreement is an essential part of
this agreement. The exhibits and any amendments or revisions thereto, even if not
physically attached hereto, shall be treated as if they are part of this agreement.
SECTION 30: SEVERABILITYICONSTRUCTION.
(a) If any term, provision or condition contained in this agreement shall, to
any extent, be held invalid or unenforceable, the remainder of this agreement, or the
application of such term, provision or condition to persons or circumstances other than
those in respect of which it is invalid or unenforceable, shall not be affected thereby,
and each term, provision and condition of this agreement shall be valid and
enforceable to the fullest extent permitted by law when consistent with equity and the
public interest.
(b) All provisions of this agreement shall be read and applied in para materia
with all other provisions hereof.
Page 19 of 24
SECTION 31: SURVIVAL
(a) All express representations, waivers, indemnifications, and limitations of
liability included in this agreement shall survive completion or termination of the
agreement for any reason.
Page 20 of 24
IN WITNESS WHEREOF, the parties hereto have made and executed this
agreement on the respective dates under eac�sipnature: the City through its City
Council taking action on the �L_ day of 4 k,,u r. i,, , , 2024, and the
Contractor signing by and through its duly authorized corpofate officer having the full
and complete autqority to execute same.
ATTESTwrneam 1 pregame orllon1heMtW122tlm
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Canmiasion No. HH 22172
ATTEST:
anette Williams, MMC
City Clerk
For the use and reliance of the City of
Sebastian only. Approved as to form
and legal sufficiency.
Wl1,C ,
Je ifer D. Cockcroft, Esq.
ity Attorney
AGG RESTORATION OF
SOUTHWEST FLORIDA, LLC
By: l �_
Date:
CITY OF SEBASTIAN, FL
By
Brian Benfo , Ci Mana er
ty g
Date: JA/avay
Page 21 of 24
Exhibit "A"
Scope of Services
SCOPE OF WORK
The City of Sebastian seeks bids from licensed monument installation companies to
level, install and align monuments at the City of Sebastian cemetery. The selected
Contractor, at the Contractor's sole expense, shall be responsible for supplying all
equipment, materials, expertise, supplies, supervision, labor, equipment, machines,
tools, water, light, power, transportation and anything necessary to perform the
services and fully complete the work, meeting and exceeding the City's specifications,
to industry standards. Work shall include the complete lifting of all designated sunken
headstones and realignment of the headstones within the proper row; the realignment
and lifting of all upright headstones that are in need of repair; and the removal of all
excess debris and old concrete. The area to be realigned is approximately 8.3 acres;
however, the Contractor shall be responsible for taking their own measurements. The
City of Sebastian, in awarding the contract, will establish a time frame for when the
work shall be performed, as well as a deadline for the full completion of the project.
This is a turn -key project and shall be done to the complete satisfaction of the City.
Page 22 of 24
Exhibit "B"
Price Proposal
Page 23 of 24
TTB #24-03, BID
NOTE OF rn1GNGL4W " 171Y OF SEBASTIAN CEMETERY MONUMENT LEVELING
SECTION 10 - BID FORM
I the undersigned have become familiar with all of the Bidding Documents incorporated herein, hereby
propose to perform everything required to be performed in strict conformity with the requirements of
these documents, meeting and exceeding the City's specifications, manufacturer's written specifications
and instructions, and industry standards. The prices) quoted is (are) inclusive of any Addenda which may
have been issued prior to this submittal. By the signature below the Vendor agrees that this Bid is made
without any other understanding, agreement, or connection with any person, corporation, or firm
submitting a bid for the same purpose and that the bid is in all respects fair and without collusion or fraud.
If awarded any work under this bid, the Vendor agrees to enter into said agreement within ten (10)
consecutive calendar days' notice by the City, and agrees to all the terms and conditions of all documents
stated herein with the City of Sebastian for the below stipulated price which shell remain firm for ninety
(90) days following the bid opening date. Price and all work shall include complete removal and proper
disposal, in a county landfill, of all unwanted debris.
Mobilization Total Price: $ _b
Turn -Key Total Price Printed (GMP): S4 MIA
Turn -Key Total Price Written (GMP):
�o
Company Name:.,
Authorized Signature: C _ " Date:
Printed Dame:
Address: --1701- ��.fG
Phone Number:
E-Mail Address:. C\\�Q
Page 36 of 36
Page 24 of 24
SEBASTIAN
aE MMIII nIU AN
111/ 4014
CITY COUNCIL AGENDA TRANSMITTAL
Council Meeting Date: February 28, 2024
Agenda Item Title: Selection of AGG Restoration of Southwest Florida, LLC for ITB 24-03 City
of Sebastian Cemetery Monument Leveling.
Recommendation: Staff recommends Council approve the selection of AGG Restoration of
Southwest Florida, LLC for ITB 24-03 City of Sebastian Cemetery Monument Leveling and authorization for
Staff to enter into contract negotiations, including execution by the City Manager.
Background: The City of Sebastian released Invitation to bid 24-03 for City of Sebastian
Cemetery Monument Leveling on December 28, 2023. Through the bid process we received three bids: one
from AGG Restoration of Southwest Florida, LLC; one from Universal Contracting & Construction, Inc.; and
one from Andrew Thomas Construction, Inc. We are recommending approval of AGG Restoration of
Southwest Florida, LLC for ITB 24-03 due to their price proposal as well as their previous experience with
municipalities performing cemetery monument leveling. Staff is seeking approval to enter into contract
negotiations with AGG, and authorization for the City Manager to execute the agreement.
If Agenda Item Renuires Expenditure of Funds:
Budgeted Amount: $165,000.00
Total Cost: $129,320.00
Funds to Be Utilized for Appropriation: Cemetery Trust Fund
Attachments:
1. ITB 24-03 City of Sebastian Monument Leveling Bid Tabulation Sheet
Administrative Services Department Review:
City Attorney ReviP��
Procurement Division Review, if applicable: P44-Q /%/
City Manager Authorization:
Date: )/oi i J,to z Y '
0
cm a
SEBASTIN
HOME OF PELICAN ISLAND
_TAB #1— BID FORM & SCHEDULE
TAB #2 - rr,r
TAB #3 — INSURANCE & LICENSES
TAB #4 — REQUIRED FORMS
TAB #S — REQUIRED SECTIONS
Item No. Item Description
Mobilization Total Price
2 Turn -Key Total Price Printed (GMP)
AGG Restoration of Southwest Florida, LLC
Bradenton, FL
YES
YES
YES
YES
YES
Universal Contracting & Construction, Inc
West Melbourne, FL
YES
YES
YES
YES
YES
Unit Lump Sum Lump Sum
LS $ 15,000.00 $
LS $ 114,320.00 $
Bid Total $ 129,320.00 S
19,500.00
487,591.00
507,091.00
Procurement Division
1225 Main Street
Sebastian, FL 32958
(772)388-8231
Andrew Thomas Construction, Inc
Ft Pierce, FL
YES
YES
YES
YES
YES
Lump Sum
$ 150,000.00
$ 787,000.00
$ 937,000.00