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Contract 2022-055ADocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704 AGREEMENT NO. 2022-055 FOR REMOVAL AND INSTALLTION OF BERMUDA GRASS THIS AGREEMENT, is made and entered into this 12 day of July 2022, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "OWNER"), and AGH Management, LLC., whose address is: 15400 CR. 565A, Suite C, Groveland, FL 34736, (hereinafter referred to as "CONTRACTOR"). WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE 1— SCOPE OF WORK The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools, apparatus and transportation and perform all of the work described in the specifications entitled: RFB NO. 22-027 titled Removal and Installation of Bermuda Grass as prepared by Owner and its agents and shall do everything required by this Contract and the other Contract Documents contained in the specifications, which are a part of these Documents. ARTICLE 2 — THE CONTRACT SUM The OWNER shall pay to the CONTRACTOR, for the faithful performance of the Contract, in lawful tender of the United States, and subject to addition and deductions as provided in the Contract Documents, the Price Schcdule,_attached hereto and incorporated herein as Exhibit "A" and the Statement of Work, attached hereto and incorporated herein as Exhibit "B". The total contract sum shall not exceed NINETY-SEVEN THOUSAND TWO HUNDRED DOLLARS ($97, 200.00). ARTICLE 3 — COMMENCEMENT AND COMPLETION OF WORK 3.1. The CONTRACTOR shall commence work within Ten (10) calendar days after receipt of Purchase Order and receipt of all permits required to perform the work, and the CONTRACTOR will substantially complete the same within FOURTEEN (14) days, unless the period for completion is extended otherwise by the CONTRACT DOCUMENTS. 3.2. The CONTRACTOR shall prosecute the work with faithfulness and diligence. DocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704 3.3. The CONTRACTOR further declares he has examined the site of the work and that from personal knowledge and experience or that he has made sufficient investigations to fully satisfy himself that such site is correct and suitable for the work and he assumes full responsibility therefore. The provisions of this Contract shall control any inconsistent provisions contained in the specifications. All Drawings and Specifications have been read and carefully considered by the CONTRACTOR, who understands the same and agrees to their sufficiency for the work to be done. It is expressly agreed that under no circumstances, conditions or situations shall this Contract be more strongly construed against the OWNER than against the CONTRACTOR and his Surety. ARTICLE 4 — LIQUIDATED DAMAGES 4.1. It is mutually agreed that time is of the essence in regard to this Contract. Therefore, notwithstanding any other provision contained in the Contract Documents, should the CONTRACTOR fail to complete the work within the specified time as set by the Notice to Proceed, or any authorized extension thereof, CONTRACTOR shall pay to OWNER the sum of Three Hundred DOLLARS ($300) per calendar day as fixed, agreed and liquidated damages for each calendar day elapsing beyond the specified time date; which sum shall represent the damages sustained by the OWNER, and shall be considered not as a penalty, but in liquidation of damages sustained. CONTRACTOR shall pay the liquidated damages amount contained herein to Owner within fifteen (15) days of receipt of Owner's written demand for such payment. 4.2. For the purposes of this Article, the day of final acceptance of the work shall be considered a day of delay, and the scheduled day of completion of the work shall be considered a day schedule for protection. ARTICLE 5 — PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted and undisputed services provided, within thirty (30) calendar days of receipt of the invoice. ARTICLE 6 — ADDITIONAL BONDS It is further mutually agreed between the parties hereto that if, at any time after the execution of this Agreement and the Surety Bonds hereto attached for its faithful performance and payment of labor and materials, the OWNER shall deem the Surety or Sureties upon such bonds to be unsatisfactory, or if, for any reason, such bonds cease to be adequate to cover the performance and payments of the work, the CONTRACTOR shall, 2 DocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704 at his expense, and within seven (7) days after receipt of Notice from the OWNER to do so, furnish additional bonds, in such form and amounts, and with such Sureties as shall be satisfactory to the OWNER. In such event, no further payment to the CONTRACTOR shall be deemed due under this Agreement until such new or additional security for the faithful performance and for payment of labor and materials of the work shall be furnished in manner and form satisfactory to the OWNER. ARTICLE 7 — DISPUTE RESOLUTION - MEDIATION 7.1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 7.2. The Owner and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 7.3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. ARTICLE 8 — INSURANCE AND INDEMNIFICATION RIDER 8.1. Worker's Compensation Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 8.2. CONTRACTOR's Commercial General Liabilitv Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: 3 DocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704 (a) CONTRACTOR's Commercial General Liability, $500,000 Each, ($1,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $500,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 8.3. SubCONTRACTOR's Public Liability and Property Damage Insurance — The CONTRACTOR shall require each of his subCONTRACTORs to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subCONTRACTORs in his policy, as specified above. 8.4. Indemnification Rider (a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 11 DocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704 ARTICLE 9 — NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: AGH Management, LLC 15400 CR. 565A, Suite C Groveland, FL 34736 Attn: Kevin Hudson OWNER: City of Clermont Attn: Brian Bulthuis, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE 10 —MISCELLANEOUS 10.1. Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 10.2. Waiver — The waiver by city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 10.3. Severability — If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 10.4. Amendment— Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 10.5. Entire Agreement — This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all 5 DocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704 prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 10.6. Assignment — Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 10.7. Venue — The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 10.8. Applicable Law — This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 10.9. Public Records — Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. rol DocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704 ARTICLE II — CONTRACT DOCUMENTS The Contract Documents, as stated in the Instructions to Bidders and herein made a part, are as fully a part of this Contract as if herein repeated. Document Precedence: 11.1. Contract Agreement 11.2. All documents contained in RFB No.: 22-027 titled Removal and Installation of Bermuda Grass and CONTRACTOR's response thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 12 day of July , 2022. CITY OF CLERMONT DocuSigned by: DS 26A7692F758C492... Tim Murry, ATTEST: E DocuSigned by: pd�-4 3AD7F34905B344A... Tracy Ackroyd Howe 7 DocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704 AGH MANAGEMENT LLC , D,oclI u,, Signedd.,b'y: Y A0ACF0R6 2F124RS (Signature) Print Name: Kevin Hudson Title: Operations Manager Date: 7/14/2022 " -"- - DocuSlgn Envelope ID: 5907E730-7FIA-465D-B452-07984960C704 A SECTION — C PRICE SCHEDULE NOTE: The quantities shown in the Price Schedule are estimates only. They may vary significantly from the actual quantities ordered by the City. Payment shall be for the units ordered, placed, and accepted by the City. By signing this form, the respondent fully acknowledges that there will be no additional compensation (no overhead, no anticipated profits, etc.) other than the unit price of the items times the number of items authorized, ordered, placed, and accepted by the City. Contractor's Days to Final Completion: 14 Calendar Days. Not to Exceed: Thirty (30) Calendar Days from Issuance of Purchase Order. By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this solicitation, and is acting in an authorized capacity to execute this response. The respondent also certifies that it can and will provide and make available, at a minimum, the items set forth in this solicitation. Company Name (print): AGH Management, LLC Street Address: 15400 CR 565A Suite C Groveland, Fl 34736 Mailing Address (if different): Telephone: (352) 227-8197 Fax: Email: KLHUDSON@CFL.RR.COM Payment Terms: 0 % 30 days, net 30 FEIN: 26 - 2325442 Professional. License No.: CM20914, LF282668 Signature: Date: 6/29/2022 Print Name. Kevin Hudson Title: Operations Manager Does the respondent accept payment using the City's MASTERCARD? nYes n No END OF SECTION — C RFB No: 22-027 Page 14 of 25 DocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704-xhlblt B SECTION — B STATEMENT OF WORK The City of Clermont is accepting bids from qualified respondents to remove sod, grade field, test soil, and install new Celebration Bermuda sod at Hancock Park, Soccer Field 1. The approximately square foot is 90,000. Hancock Park is located at 3301 Hancock Road, Clermont, FL 34711. All deliveries must be coordinated with the Parks and Recreation Department. Delivery must take place between the hours of 9:00 AM to 4:00 PM Monday to Friday, except for City observed holidays. Deliveries made without prior authorization of the Parks and Recreation Department will not be accepted. Delivery of sod must be F.O.B. Destination, Hancock Park, 3301 Hancock Road, Clermont, FL. Sod removal, shipping, handling and delivery charges must be included in the Unit Price (see Section C). 1 — SOLID CUT SOD SPECIFICATIONS The solid cut sod must be in commercial size rectangles of twelve (12) inches by twenty- four (24) inches or larger. The sod must have a minimum of one and a quarter (1-1/4) inch thickness including a three-quarter (3/4) inch thick layer of soil base adhering firmly to the roots to withstand all necessary handling. Roots must be healthy and well matted. The sod must be live and not dormant, fresh, and uninjured at the time of delivery, installation, or pick up. The sod must be free of noxious and invasive weeds, diseases, and insects. Sod that is falling apart, in pieces, or less than specified will be rejected at the discretion of the City's Project Manager. 2 — ROLLED SOD SPECIFICATIONS Rolled sod must be in commercial size rectangles of forty-eight (48) inches in width and two hundred and fifty (250) square feet in length. The sod must be rolled with biodegradable netting. The sod must be live and not dormant, fresh, and uninjured at the time of delivery and installation. The sod must be free of noxious and invasive weeds, diseases, and insects. Rolls that are less than specified will be rejected at the discretion of the City's Project Manager. 3 — INSTALLATION The successful respondent must furnish all labor, equipment, fuel, materials, and any other items needed to perform all operations necessary to complete the work in strict accordance with the specifications outlined in this solicitation. The successful respondent must roll or stamp the sod to provide a true even surface without any displacement or deformation of the sod and must be included in the RFB No: 22-027 Page 12 of 25 DocuSign Envelope ID: 5907E730-7F1A-465D-B452-07984960C704 SECTION — B STATEMENT OF WORK installation price. It is the responsibility of the successful respondent to ensure that the sod is sufficiently established. If the sod dies or does not become established, the successful respondent will be responsible for the replacement at no cost to the City. The installation of sodded areas will be watered by the City. The successful respondent will inspect and report any issues related to the watering for a period of sixty (60) days after completion. 4 — WARRANTY The sod will be warranted to be free of noxious and invasive weeds, disease, and insects. If pests, plants, and noxious weeds manifest themselves within sixty (60) days of placement of the sod, the successful respondent will treat the area of sod that have been impacted. The process of treating these areas will be approved by the City's Project Manager. If the sod does not meet any of the above specifications, the successful respondent will be responsible to replace the sod at no expense to the City. END OF SECTION — B RFB No: 22-027 Page 13 of 25