HomeMy Public PortalAbout2013-21 Selecting Gorgeous Landscapes and Lawns, Inc to trim and prune trees within the VillageRESOLUTION NO. 2013-21
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, SELECTING
GORGEOUS LANDSCAPES & LAWNS, INC. TO TRIM AND
PRUNE TREES WITHIN THE VILLAGE; AUTHORIZING
THE VILLAGE MANAGER TO EXECUTE THE
AGREEMENT ATTACHED HERETO AS EXHIBIT "A"; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,the Village Arborist submitted an inventory report dated June 28, 2012, which
recommended a list of trees that needed to be trimmed and pruned; and
WHEREAS, the Village desires to trim and prune various trees within the Village in order
to help protect against the impacts of potential storm events and hurricanes; and
WHEREAS, pursuant to Section 2-83 of the Village's Code of Ordinances, the Village
solicited proposals or bids from three firms for tree trimming and pruning within the right-of-ways
and parks in the Village (the "Services"); and
WHEREAS, after review of the proposals submitted, the Village desires to select Gorgeous
Landscapes & Lawns, Inc. (the "Contractor") as the lowest priced proposal for the Services; and
WHEREAS, the Services should be provided by the Contractor who is familiar with the
scope of work needed by the Village and has been previously trained by the Village Arborist and can
provide the Services in an effective manner in order to protect the Village from the impacts of
potential storm events and hurricanes; and
WHEREAS, the Village Council wishes to authorizes the Village Manager to execute the
Agreement with the Contractor for the Services, attached hereto as Exhibit "A"; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare
of the residents of the Village.
VILLAGE ATTORNEY
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. Each of the above stated recitals are hereby adopted,
confirmed and incorporated herein.
Section 2. Contractor Selected. The Village Council hereby selects the Contractor for
the Services.
Section 3. Village Manager Authorized. The Village Manager is hereby authorized
to execute the Agreement with the Contractor for the Services, attached hereto as Exhibit "A",
subject to approval as to form, content, and legal sufficiency by the Village Attorney.
Section 4. Effective Date. This Resolution shall be effective immediately upon
adoption.
PASSED AND ADOPTED this llth day of June, 2013.
ATT
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FRANKLIN H. APLAN
NCHITA H. ALVAREZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
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EXHIBIT "A"
AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
GORGEOUS LANDSCAPES & LAWNS, INC.
THIS AGREEMENT (this "Agreement") is made effective as of the /// day of
-7viv E , 2013 (the "Effective Date"), by and between the VILLAGE OF KEY
BISCAYNE, a Florida municipal corporation (hereinafter the "Village"), and GORGEOUS
LANDSCAPES & LAWNS, INC., a Florida corporation (hereinafter the "Contractor"), with its
address at 230 Camelot Drive, Tavernier, Florida 33070.
WHEREAS, on June 28, 2012, the Village received a report and recommendation from
its Arborist, John Sutton, delineating the scope of work needed to prune and trim all Village -
owned trees and incorporating a trimming and pruning cycle, in order to protect against the
potential impacts of storm events and hurricanes (the "Arborist Report"), which report is
incorporated herein by reference as if fully set forth in this Agreement;
WHEREAS, on May 20, 2013, the Contractor submitted a proposal to the Village for
tree trimming and pruning services consistent with the Arborist's Report, which proposal is
attached hereto and made a part hereof as Exhibit "A" (the "Proposal");
WHEREAS, the Village has determined that the services shall be provided in two (2)
phases: Phase I will address all Oaks and Mahoganies, and Phase II will address all remaining
trees located in the Village's rights -of -way and parks;
WHEREAS, the Village selected the Contractor for the requested Phase II services, and
the Village desires to enter into an agreement with the Contractor for the services described in
this Agreement, and the Contractor has agreed to provide such services pursuant to the Proposal;
and
WHEREAS, the Contractor and the Village, through mutual negotiation, have agreed
upon a Scope of Services, schedule, and fee to engage the Contractor to perform certain services
for the Village consisting of tree trimming and pruning services, as further detailed in the Scope of
Services set forth herein below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Contractor and the Village agree as follows.
1. Scope of Services.
The Contractor shall furnish such services and provide deliverables as set
forth and described in the Proposal attached hereto as Exhibit "A," which
shall include, but are not limited to, tree trimming and pruning services
and removal of all debris for approximately 562 trees located within the
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Village's rights -of -way and parks (collectively, the "Services"). In
performing the Services, the Contractor shall adhere to and follow the
terms, conditions and recommendations set forth in the Arborist Report.
1.2. The Scope of Services has been divided into two Phases: This Agreement
addresses all Phase II work for all remaining trees (approximately 562)
located within the Village's rights -of way and parks and shall be
completed no later than forty (40) calendar days from the date specified on
the Notice to Proceed.
1.3. The Scope of Services itemized above is not intended to be limiting, and
additional services may be required of the Contractor as directed by the
Village Manager.
1.4. The Contractor shall utilize its special skills, and shall expend all
necessary efforts and personnel to competently and professionally perform
and complete the Services in a successful, timely and safe manner. The
Contractor shall provide all necessary materials, equipment, personnel and
services for the efficient and timely performance of the Services.
2. Term/Commencement Date.
2.1 This Agreement shall become effective upon the Effective Date and shall
remain in effect until the Contractor completes the Services described
herein, which Services (Phase II) shall be completed no later than 40
calendar days from the date specified in the Village's Notice to Proceed,
unless earlier terminated in accordance with Paragraph 8. The Village
shall provide the Contractor with a Notice to Proceed for the Services or
any part or phase thereof. The Village Manager or his designee may
extend the time for performance of the Services or the term of this
Agreement up to an additional ninety (90) days by written notice to the
Contractor.
2.2 The Contractor acknowledges and agrees that time is of the essence in the
performance of the Services required under this Agreement. The
Contractor shall perform and complete the Services within the timeframes
set forth in the Notice to Proceed or as directed by the Village, unless an
extension is granted by the Village Manager or his designee.
3. Compensation and Payment.
3.1 The Contractor shall be paid for the Services on a unit basis per street or
right-of-way and parks in accordance with the fee schedule included in the
Proposal and attached hereto as Exhibit "A", but such compensation shall
not exceed the total amount of Twenty Five Thousand Eight Hundred
Seventy and 00/100 Dollars ($25,870.00) (Phase II work). All unit prices
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and fees charged shall be supported by a complete accounting of said
work.
3.2 In order to receive payment for the Contractor's Services, the Contractor
must provide a detailed invoice, on a monthly basis, that contains a list of
the Services that have been provided. The Contractor may be required to
use a form that is acceptable to State or federal agencies which may
reimburse the Village for the Services, including forms prescribed by the
Federal Emergency Management Agency ("FEMA").
3.3 The Contractor shall pay all of its own expenses incurred in performing
the Services.
3.4 Invoices shall be promptly processed for payment upon receipt by the
Village pursuant to Sec. 218.70, Fla. Stat, the Florida Prompt Payment
Act, after approval and acceptance of the Services by the Village Manager
or his designee.
4. Subcontractors.
4.1 The Contractor shall be responsible for all payments to any subcontractors
and shall maintain responsibility for all work related to the Services
performed.
4.2 Any subcontractors used to complete the Services requested by the Village
pursuant to this Agreement, must have the prior written approval of the
Village Manager or his designee.
5. Village's Responsibilities.
5.1 The Village shall furnish to the Contractor, at the Contractor's written
request, all available data, studies and reports in the possession of the
Village, pertinent to the Services to be provided by the Contractor.
5.2 The Village shall arrange for reasonable access to and make all provisions
for the Contractor to enter upon real property, as required for the
Contractor to perform the Services, as may be requested in writing by the
Contractor.
6. Contractor's Responsibilities.
6.1 The Contractor shall exercise the same degree of care, skill and diligence
in the performance of the Services requested as is ordinarily provided by a
Contractor under similar circumstances. If at any time during the term of
this Agreement it is determined that the Contractor's deliverables are
incorrect, defective or fail to conform to the Services requested, upon
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written notification from the Village Manager or his designee, the
Contractor shall, at Contractor's sole expense, immediately correct the
work.
6.2 The Contractor shall supply all information and documentation required to
support the Village in any State or Federal programs reimbursement
process, including as mandated by FEMA. Further, the Contractor shall
otherwise comply with any and all requirements for State and federal
reimbursement, and all applicable federal and State laws.
7. Conflict of Interest.
7.1 Intentionally Deleted.
8. Termination.
8.1 The Village Manager or his designee may terminate this Agreement
without cause upon five (5) days written notice to the Contractor, or
immediately with cause.
8.2 Upon receipt of the Village's written notice of termination, the Contractor
shall cease working unless directed otherwise by the Village Manager or
his designee.
8.3 In the event of termination by the Village, the Contractor shall be paid for
all work accepted by the Village Manager or his designee up to the date of
termination, provided that the Contractor has first complied with the
provisions of Paragraph 8.4.
8.4 The Contractor shall transfer all books, records, reports, working drafts,
documents, maps, and data pertaining to the Services provided to the
Village, in a hard copy and electronic format within fourteen (14) days
from the date of the written notice of termination or the date of expiration
of this Agreement.
9. Nondiscrimination.
9.1 During the term of this Agreement, the Contractor shall not discriminate
against any of its employees or applicants for employment because of their
race, color, religion, sex, or national origin, and shall abide by all Federal
and State laws regarding nondiscrimination
10. Attorneys' Fees and Waiver of Jury Trial.
10.1 In the event of any litigation arising out of this Agreement, the prevailing
party shall be entitled to recover its attorneys' fees and costs, including the
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fees and expenses of any paralegals, law clerks and legal assistants, and
including fees and expenses charged for representation at both the trial and
appellate levels.
10.2 In the event of any litigation arising out of this Agreement, each party
hereby knowingly, irrevocably, voluntarily and intentionally waives its
right to trial by jury.
11. Indemnification; Insurance.
The Contractor shall defend, indemnify, and hold harmless the Village, its
officers, agents and employees, from and against any and all demands,
claims, losses, suits, liabilities, causes of action, judgment or damages,
arising out of, related to, or any way connected with the Contractor's
Services pursuant to this Agreement, and the performance or non-
performance of any provision of this Agreement, including, but not limited
to, liabilities arising from contracts between the Contractor and third
parties made pursuant to this Agreement, and intellectual property rights
of third parties. The Contractor shall reimburse the Village for all its
expenses including reasonable attorneys' fees and costs incurred in and
about the defense of any such claim or investigation and for any judgment
or damages arising out of, related to, or in any way connected with the
Contractor's Services and the performance or non-performance of this
Agreement.
11.2 Contractor shall secure and maintain throughout the duration of this
Agreement insurance of such types and in such amounts not less than
those specified below as satisfactory to the Village, naming the Village as
an Additional Insured, underwritten by a firm rated A -X or better by A.M.
Best and qualified to do business in the State of Florida. The insurance
coverage shall be primary insurance with respect to the Village, its
officials, employees, agents and volunteers naming the Village as
additional insured. Any insurance maintained by the Village shall be in
excess of the Contractor's insurance and shall not contribute to the
Contractor's insurance. The insurance coverages shall include at a
minimum the following amounts set forth in this Section 11:
(a) Commercial General Liability coverage with limits of liability of
not less than a $1,000,000 per Occurrence combined single limit
for Bodily Injury and Property Damage. The General Aggregate
Liability limit shall be in the amount of $2,000,000.
(b) Workers Compensation and Employer's Liability insurance, to
apply for all employees for statutory limits as required by
applicable State and Federal laws. The policy(ies) must include
Employer's Liability with minimum limits of $1,000,000.00 each
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accident. No employee, subcontractor or agent of the Contractor
shall be allowed to provide Work pursuant to this Agreement who
is not covered by Worker's Compensation insurance.
(c) Business Automobile Liability with minimum limits of $1,000,000
per Occurrence, combined single limit for Bodily Injury and
Property Damage. Coverage must be afforded on a form no more
restrictive than the latest edition of the Business Automobile
Liability policy, without restrictive endorsements, as filed by the
Insurance Service Office, and must include Owned, Hired, and
Non -Owned Vehicles.
(d) Contractor acknowledges that it shall bear the full risk of loss for
any portion of the Work damaged, destroyed, lost or stolen until
final completion has been achieved for the Project, and all such
Work shall be fully restored by the Contractor, at its sole cost and
expense, in accordance with the Agreement Documents.
(e) Certificate of Insurance. On or before the Effective Date of this
and prior to commencing of any Work, Certificates of Insurance
shall be provided to the Village, reflecting the Village as an
Additional Insured. Each certificate shall include no less than (30)
thirty -day advance written notice to Village prior to cancellation,
termination, or material alteration of said policies or insurance.
The Contractor shall be responsible for assuring that the insurance
certificates required by this Section remain in full force and effect
for the duration of this Agreement, including any extensions or
renewals that may be granted by the Village. The Certificates of
Insurance shall not only name the types of policy(ies) provided,
but also shall refer specifically to this Agreement and shall state
that such insurance is as required by this Agreement. The Village
reserves the right to inspect and return a certified copy of such
policies, upon written request by the Village. If a policy is due to
expire prior to the completion of the Work, renewal Certificates of
Insurance shall be furnished thirty (30) calendar days prior to the
date of their policy expiration. Acceptance of the Certificate(s) is
subject to approval of the Village.
(f) Additional Insured. The Village is to be specifically included as
an Additional Insured for the liability of the Village resulting from
Work performed by or on behalf of the Contractor in performance
of this Agreement. The Contractor's insurance, including that
applicable to the Village as an Additional Insured, shall apply on a
primary basis and any other insurance maintained by the Village
shall be in excess of and shall not contribute to the Contractor's
insurance. The Contractor's insurance shall contain a severability
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of interest provision providing that, except with respect to the total
limits of liability, the insurance shall apply to each Insured or
Additional Insured (for applicable policies) in the same manner as
if separate policies had been issued to each.
(f) Deductibles. All deductibles or self -insured retentions must be
declared to and be reasonably approved by the Village. The
Contractor shall be responsible for the payment of any deductible
or self -insured retentions in the event of any claim.
(h) The provisions of this section shall survive termination of this
Agreement.
12. Notices/Authorized Representatives.
12.1 Any notices required by this Agreement shall be in writing and shall be
deemed to have been properly given if transmitted by hand -delivery, by
registered or certified mail with postage prepaid return receipt requested,
or by a private postal service, addressed to the parties (or their successors)
at the following addresses:
For the Village:
For The Contractor:
13. Governing Law.
John C. Gilbert, Village Manager
Village of Key Biscayne, Florida
88 W. McIntyre Street, Suite 210
Key Biscayne, FL 33149
Telephone: 305-365-5500
Fax Number: 305-365-8936
Gorgeous Landscapes & Lawns, Inc.,
Attention:
230 Camelot Drive
Tavernier, Florida 33070
Telephone: ( )
Fax Number: ( )
13.1 This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Venue for any litigation arising out of this
Agreement shall be proper exclusively in Miami -Dade County, Florida.
14. Entire Agreement; Amendment; Authorization.
14.1 This writing contains the entire Agreement of the parties and supersedes
any prior oral or written representations. No representations were made or
relied upon by either party, other than those that are expressly set forth
herein.
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14.2 No agent, employee, or other representative of either party is empowered
to modify or amend the terms of this Agreement, unless such amendment
is executed with the same formality as this document.
14.3 The Contractor represents that it is an entity validly existing and in good
standing under the laws of the State of Florida. The execution, delivery
and performance of this Agreement by the Contractor has been duly
authorized, and this Agreement is binding on the Contractor and
enforceable against the Contractor in accordance with its terms. No
consent or authorization of any other person or entity to such execution,
delivery and performance is required.
15. Ownership and Access to Records and Audits.
15.1 All records, books, documents, maps, data, deliverables, papers and
financial information (the "Records") that result from the Contractor
providing the Services to the Village under this Agreement shall be the
property of the Village.
15.2 The Village Manager or his designee shall, during the term of this
Agreement and for a period of three (3) years from the date of termination
of this Agreement, have access to and the right to examine and audit any
Records of the Contractor involving transactions related to this
Agreement, or for such longer period as required by FEMA.
15.3 The Village may cancel and terminate this Agreement immediately for
refusal by the Contractor to allow access by the Village Manager or his
designee to any Records pertaining to the Services performed under this
Agreement that are subject to the provisions of Chapter 119, Florida
Statutes.
16. Nonass jgnability.
16.1 This Agreement shall not be assignable by the Contractor unless such
assignment is first approved in writing by the Village Manager or his
designee, in its sole and absolute discretion. The Village, in entering this
Agreement, is relying upon the apparent qualifications and personal
expertise of the Contractor, and his firm's familiarity with the Village and
the Village's desires.
17. Severability.
17.1 If any term or provision of this Agreement shall to any extent be held
invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each remaining term and provision of this
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Agreement shall be valid and be enforceable to the fullest extent permitted
by law.
18. Independent Contractor.
18.1 The Contractor and its employees, volunteers and agents shall be and
remain independent contractors and not agents or employees of the Village
with respect to all of the acts and Services performed pursuant to the terms
of this Agreement. This Agreement shall not in any way be construed to
create a partnership, association or any other kind of joint undertaking,
enterprise or venture between the parties.
19. Compliance with Laws.
19.1 The Contractor shall comply with all applicable laws, ordinances, rules,
regulations, and lawful orders of public authorities relating to the Services
provided, including any applicable FEMA requirements and/or
regulations, and shall procure and maintain all licenses and permits from
all jurisdictional agencies to perform the Services pursuant to this
Agreement.
20. Waiver.
20.1 The failure of either party to this Agreement to object to or to take
affirmative action with respect to any conduct of the other which is in
violation of the terms of this Agreement shall not be construed as a waiver
of the violation or breach, or of any future violation, breach or wrongful
conduct.
21. Survival of Provisions.
21.1 Any terms or conditions of either this Agreement that require acts beyond
the date of the term of the Agreement, shall survive termination of the
Agreement, and shall remain in full force and effect unless and until the
terms or conditions are completed and shall be fully enforceable by either
party.
22. Prohibition of Contingency Fees.
22.1 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 Agreement, and that it has not paid or
agreed to pay any person(s), company, corporation, individual or firm,
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 Agreement.
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23. Counterparts.
23.1 This Agreement may be executed in several counterparts, each of which
shall be deemed an original and such counterparts shall constitute one and
the same instrument.
24. Safety; Accident Prevention and Regulations.
24.1 Precautions shall be exercised at all times for the protection of persons and
property. The Contractor and subcontractors shall conform to all OSHA,
Federal, State, County and Village laws and regulations while performing
the Services under the terms and conditions of this Agreement. Any fines
levied by the above -mentioned authorities, because of failure or
inadequacies to comply with these requirements, shall be borne solely by
the Contractor who shall be responsible for same.
25. Required Licenses, Permits and Certifications; Warranties of Contractor.
25.1 The Contractor represents and warrants to the Village that at all times
during the term of this Agreement it shall procure and maintain in good
standing all required licenses, permits, certifications and insurance
required under federal, state and local laws necessary to perform the
Services pursuant to this Agreement. Any fines levied by the above -
mentioned authorities, because of failure or inadequacies to comply with
these requirements, shall be borne solely by the Contractor who shall be
responsible for same.
26. Public Entity Crime Affidavit.
26.1 The Contractor shall comply with Section 287.133, Florida Statutes
(Public Entities Crime Statute), notification of which is hereby incorporated
herein by reference, including the execution of any required affidavit.
27. Safety.
Contractor shall be fully and solely responsible for safety and conducting all Services
under this Agreement at all times in such a manner as to avoid the risk of bodily harm to persons
and damage to property. Contractor shall continually and diligently inspect all Services,
materials and equipment to discover any conditions which might involve such risks and shall be
solely responsible for discovery and correction of any such conditions. Contractor shall have sole
responsibility for implementing its safety program. Village shall not be responsible for
supervising the implementation of Contractor's safety program, and shall not have responsibility
for the safety of Contractor's or its employees. Contractor shall maintain all portions of the
Project sites and Services in a neat, clean and sanitary condition at all times. Contractor shall
assure that all employees performing Services comply with the foregoing safety requirements.
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28. Cleaning Up.
Contractor shall, at all times, at its expense, keep the Project sites in a neat, clean and safe
condition. Upon completion of any portion of the Services, Contractor shall promptly remove all
of its equipment, materials and temporary structures. Upon completion of the Services,
Contractor shall, at its expense, satisfactorily dispose of all debris, rubbish, unused materials and
other equipment and materials belonging to it or used in the performance of the Services and
Contractor shall leave the Project sites in a neat, clean and safe condition. In the event of
Contractor's failure to comply with the foregoing, the same may be accomplished by the Village
at Contractor's expense.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the first date as
written above.
VILLAGE:
Attest:
Conchita H. Alvarez, MMC, Village Clerk
APPROVED AS TO FORM AND LEGALITY
FOR THE USE AND BENEFIT OF VILLAGE
KEY BISCAYNE ONLY:
Village Attorney
VILLAGE OF KEY BISCAYNE, a Florida
municipal corporation
B
Dat
GORGEOUS LANDSCAPES & LAWNS,
INC., a Florida corporation
CONTRACTOR:
By:
Name: 7.r S'v1 r,
Title: el r, e/e"z
Date:
Manager
1
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