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HomeMy Public PortalAboutLandscapes of Distinction, Inc. Agmt Oct. 2013.n v 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. TGS Landscaping Continuing Services CUnneel-Landscapes of nistinclion.doc Page I of 14 10/9/2013 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 TGS Landscaping Continuing&e is ConMa- Landscapes of mistinction.doc Page 2 o 14 10/912013 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. TOS Landscaping Continuing Sm'icas Convect - Landscape of nistinction.doc Page 3 of 14 10/912013 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. TGS Lwdscaping Cnntinuing Smicm Conan- Undscapes of Distinetion.doc Page 4 or 14 10192013 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. TGS Landscaping Continuing Servi=Convect- Landscapes or Distinction.dae Page 5 or 14 101912013 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. TGS Lands ping Continuing Senices Conn a - Landscapes of nistinction.doc Page 6 of 14 10/9/2013 (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 TGS Lands ping Continuing Seniors Contram - tandscarm of Distinction.doc Page 7 of 14 10/9/2013 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, TDS Landscaping Continuing Smices Contract - Landscapes of Distinction.doe Page 8 of 14 1019/7113 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. TGS Landscaping Continuing Smiees Cantraet-Latdseapm ofnistinctiem.doe Page 9 or 14 1079/2013 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. TGS Landscaping Continuing Services Contract - Landscapes of Distinction.doc Page 10 of 14 10/9/2013 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 TnS landscaping Cmtinuing Smicm Cocana - tzndscapcs of Dis-tinctim.doc Pape 11 of 14 I0N12013 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: