HomeMy Public PortalAboutLandscapes of Distinction, Inc. Agmt Oct. 2013.n
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EXHIBIT C
CONTINUING SERVICES CONTRACT
BETWEEN
LANDSCAPES OF DISTINCTION, INC.
552515` Road
Lake Worth Florida 33467
AND
THE TOWN OF GULF STREAM
FOR
MUNICIPAL LANDSCAPING, SITE CLEARING, AND SITE
RESTORATION SERVICES
This contract is made as of this 10 day of _a'tt /' 2013 by and between the
Town of Gulf Stream, a Subdivision of the State of Florida, by and through its
Commission, hereinafter referred to as the Town, and Landscapes of Distinction, Inc. [ ]
an individual, [ ] a partnership, [ 4B corporation, [ ] a Limited Liability Company
authorized to do business in the State of Florida, hereinafter referred to as the Contractor,
whose Federal I.D. or Social Security number is 1! 364 7$ 9q
In consideration of the mutual promises contained herein, the Town and the Contractor
agree as follows:
ARTICLE 1 -SERVICES
The Contractor's responsibility under this contract is to provide services in the area of
Municipal Landscaping, Site Clearing, and Site Restoration Services, as more specifically
set forth in the Scope of Services detailed in Exhibit A, and as called for in mutually
agreed upon future work orders.
The Town's representative/liaison during the performance of this contract shall be Danny
Brannon, Project Manager, telephone (561) 307-9454, also referred to herein as the
Engineer..
ARTICLE 2 -SCHEDULE
The contract performance period shall be three (3) years from date of award.
This contract may be renewed, by mutual written agreement between the parties, for
additional one-year periods up to a cumulative total of five (5) years at the same prices,
terms and conditions. Any change in price, terms or conditions shall be accomplished by
written amendment to this contract.
Reports and other items shall be delivered or completed in accordance with the detailed
schedule set forth in Exhibit A, Scope of Services and subsequent work orders.
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Any order (which shall include notices to proceed and other work orders) issued during
the effective date of this contract, but not completed within that period, shall be
completed by the Contractor within the time specified in the document. The contract shall
govern the Contractor and the Town's rights and obligations with respect to the extent as
if the services were completed during the contract's performance period.
ARTICLE 3 - PAYMENTS TO CONTRACTOR
A. The Contractor will bill the Town on a monthly basis, or as otherwise provided, at
the amounts set forth in Exhibit B, Cost Schedule, for services rendered toward
the completion of Exhibit A, Scope of Services. Where incremental billings for
partially completed items is permitted, the total incremental billings shall not
exceed the percentage of estimated completion as determined by the Town as of
the billing date.
B. Invoices received from the Contractor pursuant to this contract will be reviewed
and approved by the Town, indicating that services have been rendered in
conformity with the contract and then will be forwarded for payment. Invoices
will be paid in accordance with the State of Florida Prompt Payment Act.
1. Prior to termination for default, the Town will provide adequate written
notice to the Contractor, affording him/her the opportunity to cure the
deficiencies or to submit a specific plan to resolve the deficiencies within
five (5) days (or the period specified in the notice) after receipt of the
notice. Failure to adequately cure the deficiency shall result in termination
action. Such termination may also result in suspension or debarment of
the Contractor in accordance with the Town's Purchasing Policy. The
Contractor and its sureties (if any) shall be liable for any damage to the
Town resulting from the Contractor's default of the contract. This liability
includes any increased costs incurred by the Town in completing contract
performance.
2. In the event of termination by the Town for any cause, the Contractor will
in no event have any claim against the Town for lost profits or
compensation for lost opportunities. After a receipt of a Termination
Notice and except as otherwise directed by the Town the Contractor shall:
a) Stop work on the date and to the extent specified.
b) Terminate and settle all orders and subcontracts relating to the
performance of the terminated work.
C) Transfer all work in process, completed work, and other materials
related to the terminated work as directed by the Town.
d) Continue and complete all parts of that work that have not been
terminated.
C) Ensure the release of all liens against the Town for work
performed under this contract.
Neither Contractor nor Town shall be liable, nor may cancel this contract for
default, when delays arise out of causes beyond the control of Contractor or
Town. Such causes may include but are not restricted to acts of Town in
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sovereign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight
embargoes, wars, civil disturbances, work stoppage, laws, regulations, ordinances,
acts or orders of any governmental agency or official thereof, and other
circumstances outside of the scope of this contract. In every case, the delay must
be beyond the control of the claiming party and outside the scope of this contract.
If Contractor is delayed in its performance as a result of causes outside the scope
of this contract, Town shall, upon written request of Contractor, agree to equitably
adjust the provisions of this contract, including price and delivery, as may be
affected by such delay. However, this provision shall not be interpreted to limit
Town's right to terminate for convenience.
C. Termination for Convenience
The Town, by written notice, may terminate this contract, in whole or in part,
without cause when it is in the Town's interest. If this contract is terminated, the
Town shall be liable only for goods or services delivered and accepted. In the
event of termination by the Town for any cause, the Contractor will in no event
have any claim against the Town for lost profits or compensation for lost
opportunities. The Town Notice of Termination may provide the Contractor
thirty (30) days prior notice before it becomes effective. However, at the Town's
sole option, a termination for convenience may be effective immediately and may
apply to delivery orders (if applicable), work orders, or to the contract in whole.
ARTICLE 4 - VERBAL AGREEMENTS
No verbal agreement or conversation with any officer, agent or employee of the Town
either before or after execution of this Contract shall affect or modify any of the terms or
obligations contained in any of the documents comprising said Contract.
ARTICLE 5 - ENGINEER'S STATUS
The Engineer will provide observation during the progress of the work to render periodic
reports of the Contractor's activities, and verify and certify partial and/or final payments
due to the Contractor. The Engineer shall have authority to reject all work and materials
which do not conform to the Contract and to decide questions which arise in the
execution
ARTICLE 6 -PERSONNEL
The Contractor represents that it has, or will secure at its own expense, all necessary
personnel required to perform the services under this contract. Such personnel shall not
be employees of or have any contractual relationship with the Town.
All of the services required herein shall be performed by the Contractor or under its
supervision, and all personnel engaged in performing the services shall be fully qualified
and, if required, authorized or permitted under state and local law to perform such
services. The Town may require, in writing, that the Contractor remove from the contract
any employee the Town deems incompetent, careless or otherwise objectionable. Any
changes or substitutions in the Contractor's key personnel must be made known to the
Town's representative, and written approval must be granted by the Town before said
change or substitution can become effective.
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The Contractor warrants that all services shall be performed by skilled and competent
personnel to the highest professional standards in the field.
ARTICLF 7 - SUBCONTRACTING
The Town reserves the right to accept the use of a subcontractor or to reject the selection
of a particular subcontractor and to inspect all facilities and equipment of any sub-
contractors in order to make a determination as to the capability of the subcontractor to
perform property under this contract. The Contractor is encouraged to seek minority and
women business enterprises, as well as local contractors, for participation in sub-
contracting opportunities.
If a subcontractor fails to perform or make progress, as required by this contract, and it is
necessary to replace the subcontractor to complete the work in a timely fashion, the
Contractor shall promptly do so, subject to acceptance of the new subcontractor by the
Town.
ARTICLE 8 - FEDERAL AND STATE TAX
The Town is exempt from payment of Florida State Sales and Use Taxes. The Town will
sign an exemption certificate submitted by the Contractor. The Contractor shall not be
exempted from paying sales tax to its suppliers for materials used to fulfill contractual
obligations with the Town, nor is the Contractor authorized to use the Town's Tax
Exemption Number in securing such materials.
The Contractor shall be responsible for payment of its own and its share of its employee
FICA and Social Security and all other benefits with respect to this contract.
ARTICLE 9 - AVAILABILITY OF FUNDS
The Town's performance and obligation to pay under this contract is contingent upon an
annual appropriation for its purpose by the Town Commission, or other specified funding
source for this procurement.
ARTICLE 10 -INSURANCE
A. Before execution of the contract by the Town and commencement of operations
and/or services to be provided, and during the duration of the contract, the
Contractor shall file with the Town industry standard Acord Certificates of
Insurance for all required insurance coverages which shall list the Town as an
Additional Insured and will also include the following provisions:
1. All insurance policies shall be issued by companies authorized to do
business under the laws of the State of Florida and acceptable to the Town.
2. The Certificates shall clearly indicate that the Contractor has obtained
insurance of the type, amount and classification as required for strict
compliance with this insurance section.
3. No material change or cancellation of the insurance shall be effective
without thirty (30) days prior written notice to the Town.
B. The Contractor shall require and ensure that each of its subcontractors providing
services hereunder (if any) procures and maintains, until the completion of the
services, insurance of the types and to the limits specified herein.
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C. Required Coverage:
1. Workers' Compensation - The Contractor shall provide coverage for its
employees with statutory workers' compensation limits, and no less than
$500,000.00 for Employers' Liability. Said coverage shall include a
waiver of subrogation in favor of the Town and its agents, employees and
officials.
2. Commercial General Liability - The Contractor shall provide coverage for
all operations including, but not limited to Contractual, Products and
Completed Operations, and Personal injury. The limits shall be not less
than $1,000,000.00, per occurrence, Combined Single Limits (CSL) or its
equivalent. The General Aggregate limit shall either apply separately to
this contract or shall be at least twice the required occurrence limit.
3. Business Automobile Liability - The Contractor shall provide coverage for
all owned, non -owned and hired vehicles with limits of not less than
S1,000,000.00 per occurrence, Combined Single Limits (CSL) or its
equivalent.
4. The Contractor shall take reasonable precautions for the safety of, and
shall provide all reasonable protection to prevent damage, injury or loss to,
its employees on the job, and others. The Contractor shall comply with all
applicable provisions of federal, state and municipal safety laws, insurance
requirements, standard industry practices, the requirements of the
operations and this contract The Contractor, directly or through its sub-
contractors, shall erect and properly maintain at all times, as required by
the conditions and progress of the work, necessary safeguards for safety
and protection of the public, including securing areas, posting danger
signs, placards, labels or posting other forms of warnings against hazards.
When use of hazardous materials or equipment or unusual methods are
necessary for execution of the work, or when the work includes the
cleanup, remediation and/or removal of bio -solids, bio -hazards waste, or
any hazardous or toxic materials, trash, debris, refuse, or waste, the
Contractor, its subcontractor(s) and their employees shall be trained and
certified as required in the proper handling, use and care of equipment,
materials and hazardous operations, and shall exercise utmost care and
perform such activities under the supervision of properly qualified and or
competent personnel.
The Contractor shall promptly remedy damage and loss to property caused
in whole or in part by the Contractor, its subcontractors of every tier,
anyone directly or indirectly employed by any of them, or anyone for
whose acts they may be liable.
5. The Town shall be specifically included as an additional insured on the
general liability policy.
D. All such insurance required of the Contractor shall be primary to, and not
contribute with, any insurance or self-insurance maintained by the Town.
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E. Any exceptions to the insurance requirements in this section must be approved in
writing by the Town.
F. Compliance with these insurance requirements shall not relieve or limit the
Contractor's liabilities and obligations under this contract. Failure of the Town to
demand such certificate or other evidence of full compliance with these insurance
requirements or failure of the Town to identify a deficiency from evidence
provided will not be construed as a waiver of the Contractor's obligation to
maintain such insurance.
ARTICLE 11- CONTRACTOR'S UNDERSTANDING
It is understood and agreed that the Contractor has, by careful examination, satisfied
himself as to the nature and location of the work, the conformation of the ground, the
character, quality and quantity of the materials to be encountered, the character of the
equipment and facilities needed preliminary to and during the prosecution of the work,
and the general and local conditions.
ARTICLE 12 — CONTRACTOR'S PROJECT MANAGER
The Contractor shall keep on his work during its progress a competent Project Manager
and any necessary assistants, all satisfactory to the Engineer. The Contractor shall advise
the Engineer, in writing, prior to starting work on the Contract, the name and local
address of the Contractor's Project Manager, together with amount of his authority to
represent the Contractor. The Project Manager shall represent the Contractor in his
absence and all directions given to him shall be binding as if given to the Contractor.
Important directions shall be confirmed on written request in each case. The Contractor
shall give sufficient management to the work using his best skill and attention. If the
Contractor, in the course of the work finds any discrepancy between the plans and the
physical conditions of the locality, or any errors or omissions in plans or in the layout as
given by survey points and instructions, he shall immediately inform the Engineer, in
writing, and the Engineer shall promptly verify the same. Any work done after such
discovery, until authorized, will he done at the Contractor's risk. Neither party shall
employ or hire any employee of the other party without his consent.
ARTICLE 13 - CONTRACTOR LIABLE AND RESPONSIBLE TO TOWN
(A) The Contractor shall be held liable to the Town for the performance of all work
provided for under this Contract. These specifications make no attempt to fix the
scope of the work of any subcontractor nor the responsibilities of the
subcontractors.
(B) Any disputes which may arise in this connection between the Contractor and any
subcontractor must be settled between the parties concerned. The Town will not
undertake nor be in any way responsible for the settlement of such disputes.
(C) No subcontractor shall under any condition relieve the Contractor of his liabilities
and obligations under this Contract, and the Contractor shall be solely responsible
to the Town as provided for herein.
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(D) The Contractor shall be liable to the Town for materials furnished. This shall
include all materials whether manufactured and/or fabricated by other persons. In
the event that an agent or other representative of the Town approved the
installation or erection of any item of material and the Contractor feels the same is
not fabricated in good workmanlike manner, he shall forthwith advise the Town
thereof in writing.
(E) The Contractor shall insure that all employees and subcontractors have obtained
and have on their person, identification badges approved by the Town Public
Safety Department.
(F) Nothing contained in the Contract documents shall create any contractual relation
between any subcontractor and the Town.
The Contractor shall provide and maintain all necessary watchmen, barricades, warning
lights, and signs and take all necessary precautions for the protection of the public. He
shall continuously maintain adequate protection of all work from damage, and shall take
all reasonable precautions to protect the Town's property and resident's property from
injury or loss arising in connection with this Contract. He shall make good any damages,
injury, or loss to his work and to the property of the Town or Residents resulting from
lack of reasonable protective precautions, except such as may be due to errors in die
Contract documents, or caused by agents or employees of the Town. He shall adequately
protect adjacent private and public property, as provided by law and the Contract
documents, and shall leave all adjacent property in as good condition as it was prior to
beginning of the Contract-
ARTICLE
ontract
ARTICLE 15 - INDEMNITY
The Contractor shall indemnify and hold harmless the Town, and its officers, employees,
agents, and representatives, from any liabilities, damages, claims, charges, losses, costs,
judgments or expenses, including, but not limited to, reasonable attorneys' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct,
including acts, actions, errors or omissions of the Contractor and other persons employed
or utilized by the Contractor, including, but not limited to Sub -consultants and
Subcontractors, in the performance of the Contract, whether direct or indirect. The
Contractor shall not be liable under this section for damages arising out of injury or
damage to persons or property directly caused or resulting from the negligence of the
Town or any or its officers, agents or employees.
The Contractor's obligation to indemnify and hold brainless shall be triggered by Town's
notice of claim for indemnification to the Contractor, and the Contractor, as part if its
fulfillment of this obligation, may choose to defend, upon mutual agreement between the
parties, and/or participate in the defense and trial of any claim and any related settlement
negotiations. Town's failure to notify the Contractor of the claim shall not release the
Contractor of the above referenced obligation to indemnify and hold harmless. The
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Contractor's inability to evaluate liability, due to Town's late notice or any other reason,
or its evaluation of liability, shall not excuse the Contractor's duty to indemnify and hold
harmless within seven (7) days atter such notice by the Town is given by registered mail.
Only an adjudication of judgment after the highest appeal is exhausted specifically
finding the Town solely and entirely responsible for a claim shall performance of this
provision by the Contractor be excused. To the extent the Town is found partially liable
or negligent for any particular claim, the Contractor shall still be required to indemnify
and hold harmless the Town for that portion of the claim found to be caused by the
Contractor and persons employed or utilized by the Contractor in the performance of this
Contract.
Tt is specifically agreed between the parties executing the Contract that the Contract and
any insurance provided pursuant to the Contract is not intended by any of the provisions
of any part of the Contract to create in the public or any member thereof, a third-party
beneficiary hereunder or to authorize anyone not a party to the Contract to maintain a suit
for bodily injury or property damage pursuant to the terms or provisions of the Contract.
The Contractor guarantees the payment of all just claims for materials, supplies, tools or
labor and other just claims against it or any Subcontractor or Sub-consultant, in
connection with the Contract. The Town's final acceptance and payment does not release
the Payment and Performance Bonds until all such claims are paid or released.
The parties hereby agree and aclmowledge that one hunsd dollars (5100 00) of the fust
Payment to the Contractor for nerfarmance_of this Agreement is the specific
conside a ion from the Town to the Contractor for the _ onlractor's indemnify agreement,
Guaranty of Payment for Claims: The Contractor guarantees the payment of all just
claims for Materials, supplies, tools, or labor and other just claims against him or any
Subcontractor in connection with the Contract. Final acceptance and payment by the
Town will not release the Contractor's bonds until all such claims are paid or released.
ARTICLE 16 - SUCCESSORS AND ASSIGNS
The Town and the Contractor each binds itself and its partners, successors, executors,
administrators and assigns to the other party of this contract and to the partners,
successors, executors, administrators and assigns of such other party, with respect to all
covenants of this contract. Except as above, neither the Town nor the Contractor shall
assign, sublet, convey or transfer its interest in this contract without the written consent of
the other. Nothing herein shall be construed as creating any personal liability on the part
of any officer or agent of the Town which may be a party hereto, nor shall it be construed
as giving any rights or benefits hereunder to anyone other than the Town and the
Contractor.
ARTICLE 17 - REMEDIES
This contract shall be governed by the laws of the State of Florida. Venue for any
litigation involving this contract shall be the Circuit Court in and for Palm Beach County,
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Florida. No remedy herein conferred upon any party is intended to be exclusive of any
other remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or at
equity or by statute or otherwise. No single or partial exercise by any party of any right,
power, or remedy hereunder shall preclude any other or further exercise thereof.
ARTICLE 18 - UNI[FORMT COMMERCIAL CODE
The Uniform Commercial Code (Florida Statutes, Chapter 672) shall prevail as the basis
for contractual obligations between the Contractor and the Town for any terms and
conditions not specifically stated in this contract.
ARTICLE 19 - CONFLICT OF INTEREST
The Contractor represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance or
services required hereunder, as provided for in Florida Statute 112311. The Contractor
further represents that no person having any interest sball be employed for said
performance.
The Contractor shall promptly notify the Town in writing by certified mail of all potential
conflicts of interest for any prospective business association, interest or other
circumstance which may influence or appear to influence the Contractor's judgment or
quality of services being provided hereunder. Such written notification shall identify the
prospective business association, interest or circumstance, the nature of work drat the
Contractor may undertake and request an opinion of the Town as to whether the
association, interest or circumstance would, in the opinion of the Town, constitute a
conflict of interest if entered into by the Contractor. The Town agrees to notify the
Contractor of its opinion by certified mail within thirty (30) days of receipt of notification
by the Contractor. If, in the opinion of the Town, the prospective business association,
interest or circumstance would not constitute a conflict of interest by the Contractor, the
Town shall so state in the notification and the Contractor shall, at its option, enter into
said association, interest or circumstance and it shall be deemed not in conflict of interest
with respect to services provided to the Town by the Contractor under the terms of this
contract.
ARTICLE 20 - EXCUSABLE DELAYS
The Contractor shall not be considered in default by reason of any failure in performance
if such failure arises out of causes reasonably beyond the control of the Contractor or its
subcontractors and without their fault or negligedce. Such causes include, but are not
limited to: public health emergencies; labor disputes; freight embargoes; and other
circumstances outside the scope of this contract Upon the Contractor's request, the Town
shall consider the facts and extent of any failure to perforin the work and, if the
Contractor's failure to perform was without it or its subcontractor's fault or negligence,
the contract schedule and/or any other affected provision of this contract shall be revised
accordingly; subject to the Town's right to change, terminate, or stop any or all work at
any time.
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ARTICLE 21 - ARREARS
The Contractor shall not pledge the Town's credit or make it a guarantor of payment or
surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness.
The Contractor further warrants and represents that it has no obligation or indebtedness
that would impair its ability to fiilfill the terms of this contract.
ARTICLE 22 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS
The Contractor shall deliver to the Town for approval and acceptance, and before being
eligible for final payment or any amounts due, all documents and materials prepared by
and for the Town under this contract.
All oral and written information not in the public domain or not previously known, and
all information and data obtained, developed or supplied by the Town, or at its expense,
will be kept confidential by the Contractor and will not be disclosed to any other party,
directly or indirectly, without the Town's prior written consent unless required by a
lawful order. All drawings, maps, sketches, programs, database, reports and other data
developed, or purchased, under this contract for or at the Town's expense shall be and
remain the Town's property and may be reproduced at the discretion of the Town.
The Town and the Contractor shall comply with the provisions of Chapter 119, Florida
Statutes (Public Records Law).
All covenants, agreements, representations and warranties made herein, or otherwise
made in writing by any party pursuant hereto, including but not limited to any
representations made herein relating to disclosure or ownership of documents, shall
survive the execution and delivery of this contract and the consummation of the
transactions contemplated hereby.
ARTICLE 23 - INDEPENDENT CONTRACTOR RELATIONSHIP
The Contractor is, and shall be, in the performance of all work services and activities
under this contract, an independent Contractor, and not an employee, agent or servant of
the Town. All persons engaged in any of the work or services performed pursuant to this
contract shall at all times, and in all places, he subject to the Contractor's sole direction,
supervision, and control. The Contractor shall exercise control over the means and
manner in which it and its employees perform the work, and in all respects the
Contractor's relationship and the relationship of its employees to the Town shall be that
of an independent Contractor and not as employees or agents of the Town.
The Contractor does not have the power or authority to bind the Town in any promise,
agreement or representation other than as specifically provided for in this contract.
ARTICLE 24 - CONTINGENT FEES
The Contractor warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the Contractor to solicit or secure this
contract and that it has not paid or agreed to pay any person, company, corporation,
individual, or fine, other than a bona fide employee working solely for the Contractor,
any fee, commission, percentage, gift, or any other consideration contingent upon or
resulting from the award or making of this contract.
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ARTICLE 25 - ACCESS AND AUDITS
The Contractor shall maintain adequate records to justify all charges, expenses, and costs
incurred in estimating and performing the work for at least three (3) years after
completion of the contract The Town shall have access to all records, documents and
information collected and/or maintained by others in the course of the administration of
the contract. This information shall be made accessible at the Contractor's local place of
business to the Town, including the Comptroller's Office, and/or its designees, for
purposes of inspection, reproduction and audit without restriction. If records are
unavailable locally, it shall be the Contractor's responsibility to ensure that all required
records are provided to the Town at the Contractor's expense. The Contractor shall
provide storage of daily or disaster -related documents and reports for protection during
the disaster event.
ARTICLE 26 - NONDISCRIMINATION
The Contractor warrants and represents that all of its employees are treated equally
during employment without regard to race, color, religion, physical handicap, sex, age or
national origin.
ARTICLE 27 - ENTIRETY OF CONTRACTUAL AGREEMENT
The Town and the Contractor agree that this contract sets forth the entire agreement
between the parties, and that there are no promises or understandings other than those
stated herein. None of the provisions, terms and conditions contained in this contract may
be added to, deleted, modified, superseded or otherwise altered, except by written
instrument executed by the parties hereto.
ARTICLE 28 - ENFORCEMENT COSTS
If any legal action or other proceeding is brought for the enforcement of this contract, or
because of an alleged dispute, breach, default or misrepresentation in connection with any
provisions of this contract, the successful or prevailing party or parties shall be entitled to
recover reasonable attorney's fees, court costs and all expenses (including taxes) even if
not taxable as court costs (including, without limitation, all such fees, costs and expenses
incident to appeals), incurred in that action or proceeding, in addition to any other relief
to which such party or parties may be entitled.
ARTICLE 29 - AUTHORITY TO PRACTICE
The Contractor hereby represents and warrants that it has and will continue to maintain
all licenses and approvals required to conduct its business, and that it will at all times
conduct its business activities in a reputable manner. Proof of such licenses and
approvals shall be submitted to the Town upon request.
ARTICLE 30 - SEVERABILITY
If any term or provision of this contract, or the application thereof to any person or
circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this
contract, or the application of such terms or provision, to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected, and every
other term and provision of this contract shall be deemed valid and enforceable to the
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extent permitted by law
ARTICLE 31 - MODIFICATIONS OF WORK
The Town reserves the right to make changes in the work, including alterations,
reductions therein or additions thereto. Upon receipt by the Contractor of the Town's
notification of a contemplated change, the Contractor shall (1) if requested by Town,
provide an estimate for the increase or decrease in cost due to the contemplated change,
(2) notify the Town of any estimated change in the completion date, and (3) advise the
Town in writing if the contemplated change shall affect the Contractor's ability to meet
the completion dates or schedules of this contract.
If the Town so instructs in writing, the Contractor shall suspend work on that portion of
the work affected by a contemplated change, pending the Town decision to proceed with
the change.
If the Town elects to make the change, the Town shall issue a contract amendment or
change order, and the Contractor shall not commence work on any such change unfil such
written amendment or change order has been issued and signed by each of the parties.
ARTICLE 32 - USE OF MULTIPLE CONTRACTORS
The Town may use one or more Contractors in the performance of the stated Scope of
Services (exhibit A). If multiple contracts are awarded, the Town's intent is to assign
each Contractor a specific area of operation. However, each Contractor shall ensure that
they fully cooperate with the other Contractors, the Town's Consultants and Town
personnel in the performance of this contract.
ARTICLE 33 -PROTECTION OF EXISTING STRUCTURES, EQUIPMENT,
UTILITIES AND IMPROVEMENTS
A- The Contractor shall preserve all structures and equipment on or adjacent to
the work sites.
B. The Contractor shall protect from damage all existing improvements and utilities
at or near the work sites. The Contractor shall repair any damages to these
facilities caused by Contractor operations. If the Contractor fails or refuses to
repair the damage promptly, the Town may have the necessary work performed
and charge the cost to the Contractor -
ARTICLE 34 - CONTRACTUAL DOCUMENTS/ORDER OF PRECEDENCE
In the event of a conflict between contractual documents, the following Order of
Precedence applies:
• Contract (including Exhibits B & C)
• Scope of Services (Exhibit A)
• Request for Proposals
• Contractor's Proposal
ARTICLE. 35 - LAWS AND REGULATIONS
All applicable federal and state laws, county and Town ordinances, and the rules and
regulation of all authorities having jurisdiction over any pari of the project shall apply to
TON I wdscmping Continuing Seniors Contract- LsndmVes of Distinetion.doc Page 12 of 14 10/7013
the contract throughout, and they will be deemed to be included in the contract the same
as though herein written.
ARTICLE 36 - NOTICE
All notices required in this contract shall be sent by certified mail, return receipt
requested. If sent to the Town, all notices shall be mailed to:
Rita Taylor, Town Clerk
Town of Gulf Stream
100 Sea Rd,
Gulf Stream, FL 33483
or may be hand -delivered to the above address as necessary.
If sent to the Contractor, all notices shall be mailed to: i b 66.1, 542.S-9'
at the Contractor's address provided above. L a ke Wwf� ft 331%s
ARTICLE 37 - DISPUTE RESOLUTION
General: Any disputes relating to interpretation of the terns of this Contact or a question
of fact or arising under this Contract shall be resolved through good faith efforts upon the
part of the Contractor and the Town. At all times, the Contractor shall cavy on the work
and maintain its progress schedule in accordance with the requirements of the Contract
and the determination of the Town or its representatives, pending a final resolution of the
dispute, including, if necessary, and determination by a Court of competent jurisdiction.
Any dispute which is not resolved by mutual agreement shall be decided by the Town
who shall reduce the decision to writing. The decision of the Town shall be final and
conclusive unless determined by a court of competent jurisdiction to be fraudulent,
capricious, arbitrary, so grossly erroneous as to necessarily imply bad faith, or not be
supported by substantial evidence.
Mediation: Prior to initiating any litigation concerning this Contract, the parties agree to
submit the disputed issue or issues to a mediator for non-binding mediation. The parties
shall agree on a mediator chosen from a list of certified mediators available from the
Clerk of Court for Palm Beach County. The fee of the mediator shall be shared equally
by the parties. To the extent allowed by law, the mediation process shall be confidential
and the results of the mediation or any testimony or argument introduced at the mediation
shall not be admissible as evidence in any subsequent proceeding concerning the disputed
issue.
Interpretation Venue: This Contract constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior verbal or written
agreements between the parties with respect thereto. This Contract may only be amended
by written documents, properly authorized, executed and delivered by both parties hereto.
This Contract shall be interpreted as a whole unit and section headings are for
convenience only. All interpretations shall be governed by the laws of the State of
Florida. In the event it is necessary for either party to initiate legal action regarding this
TGS Landscaping Cmlinuing Scn-ices Conma - landscapes of nistinctim.doc Page 13 of 14 10/9/7013
Contract, venue shall be exclusively in the Nineteenth Judicial Circuit Court in and for
Palm Beach County, Florida, for claims under state law and the Southern District of
Florida for any claims which are justiciable in Federal court.
ARTICLE 38—INSPECTOR GENERAL
The Contractor acknowledges that he is aware that the Inspector General of Palm Beach
County has the authority to investigate and audit matters relating to the negotiation and
performance of this contract, and in furtherance thereof may demand and obtain records
and testimony from the Contractor and its subcontractors and lower tier subcontractors.
The Contractor understands and agrees that in addition to all other remedies and
consequences provided by law, the failure of the Contractor or its subcontractors or lower
tier subcontractors to fully cooperate with the Inspector General when requested may be
deemed by the Town to be a breach of this commajustifying its termination.
IN WITNESS WHEREOF, the Town of Gulf Stream, Florida, has made and executed
this contract on behalf of the Town, and Contractor has hereunto set its hand on the day
and year above written.
TOWN OF GULF STREAM: % " I8- /3
/1 Date
Signature
TO AN K_, oR( 14W G IN
Typed Name
MIA YOK
Title
CONTRACTOR: �Of,� �13
Date
Landscapes of Distinction. Inc.
Company NamV.
Signature /
�v.skir �M�✓y
Typed Name
Title
TOS Iandw.Ving Continuing Sepias Conoact- landscape oftNslinction.doc Page 14 of 14 10/9/2013
Hourly Rate Schedule: Unless otherwise indicated in this scope of services, or specifically
modified in subsequent work orders, all services performed under this contract shall be paid in
accordance with line items as applicable. Contractor may submit additional listings if desired or
appropriate for specific services to be included.
Proposer. Landscapes of Distinction. Inc
By: Dustin Demmery
Date:
Hourly Rate Schedule
The Proposer shall provide all labor, tools, equipment, mobilization, demobilization and other resources
required to complete the requirements of the scope of services (including overhead, travel, out of pocket and
rob[
Manpower
Hourly Rate
Day Rate
Project Manager
$ 75
$ 600
Crew Foreman
$ 35
$ 280
Crew Supervisor
$ 25
$ 200
Arborist
$ 150
$ 1200
Landscape Architect
$ 135
$ 1000
Landscape Draftsperson
$ 90
$ 720
Laborer
$ 17
$ 136
Other
$
$
Equipment
Hourly Rate
Day Rate
Tractor with Box Blade
$ 75
$ 600
Front -End Loader (Large)
$ 175
$ 1400
Front -End Loader (Small)
$ 100
$ 800
Rubber Tire Backhoe
$ 100
$ 800
Dump Truck
$ 100
$ 800
Landscape Box / Flat Bed Truck
$ 75
$ 600
Other
$
$
Proposer. Landscapes of Distinction. Inc
By: Dustin Demmery
Date: