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Contract 2023-044ADocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 2023-044 AGREEMENT No. 2023-044 SOD REMOVAL AND INSTALLATION SERVICES THIS AGREEMENT, is made and entered into this Saturday, April 1, 2023, 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 "CITY"), and AGH MANAGEMENT, LLC., whose address is: 15400 CR 565A, Suite C, Groveland, FL 34736, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Clermont issued RFB 23-026 titled Sod Removal and Installation Services; WHEREAS, CONTRACTOR submitted its response dated March 2, 2023, to RFB 23-026; WHEREAS, CITY desired to award a contract to CONTRACTOR in accordance with the terms and conditions of RFB 23-026 and CONTRACTOR's response thereto; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall provide sod removal and installation services as described in CITY's RFB 23-026 and CONTRACTOR's March 2, 2023 response thereto, which are expressly incorporated herein and made a part of the Agreement Documents hereto and shall do everything required by this Agreement and the Agreement Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement Documents and the Unit Price Schedule an amount in accordance with the compensation schedule set forth in Exhibit "A", attached hereto and incorporated herein. 3. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to CITY with sod removal and installation services upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in NO VALUE or in the specific purchase order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of a purchase order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 Fixed Price Term Agreement RFB 23-026 Sod Removal and Installation Services will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any services herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted services so as to comply with the warranties and specifications hereof. D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 4. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties and shall remain in effect for a period of one (1) year thereafter, unless terminated or renewed as provided for herein. B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR; b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for five (5) additional one-year terms. Sixty (60) days prior to completion of each extended term of this Agreement, CONTRACTOR may request and the City may consider an adjustment to price based on changes in the Producer Price Index (PPI). 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 of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for 1 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 Fixed Price Term Agreement RFB 23-026 Sod Removal and Installation Services all accepted deliveries and undisputed products delivered and services provided, within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION - MEDIATION A. 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. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. 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. 7.2. CONTRACTOR's Commercial General Liability 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: 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 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 Fixed Price Term Agreement RFB 23-026 Sod Removal and Installation Services Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. CITY's and CONTRACTOR's Protective Liability Insurance The CITY shall procure and furnish a CITY's and CONTRACTOR's Protective Liability Insurance Policy with the following minimum limits: A. Bodily Injury Liability & $1,000,000 Each ($2,000,000 aggregate) Property Damage Liability Occurrence Combined Single Limit. 7.4. 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. 8. 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. DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 Fixed Price Term Agreement RFB 23-026 Sod Removal and Installation Services A. CONTRACTOR: • AGH MANAGEMENT, LLC • Attn: Ashley Hudson, Owner / President • 15400 CR 565A, Suite C, Groveland, FL 34736 A. OWNER: • City of Clermont • Attn: Brian Bulthuis, City Manager • 685 W. Montrose Street, Clermont, FL 34711 9. MISCELLANEOUS 9.1. 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. 9.2. 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. 9.3. 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. 9.4. 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. 9.5. Entire Agreement This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 4 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 Fixed Price Term Agreement RFB 23-026 Sod Removal and Installation Services 9.6. Assi _ ng ment Except in the event of a 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. 9.7. 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. 9.8. 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. 9.9. Public Records The 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 the 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 to the CITY in a format that is compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331. DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 Fixed Price Term Agreement RFB 23-026 Sod Removal and Installation Services 10. CONTRACT DOCUMENTS The Contract Documents, as listed below are herein made fully a part of this Contract as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order / Notice To Proceed C. An applicable Contractor Quote or Statement of Work D. All documents contained in NO VALUE titled Sod Removal and Installation Services and CONTRACTOR'S response thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 31 st day of March , 2023. CITY OF CLERMONT DocuSigned by: 2BA7692F758C492... Tim Murry, Mayor ATTEST: E DocuSigned by: AdA-o d li.awc 3AD7F34905B344A... Tracy Ackroyd Howe, City Clerk DS 0 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 AGH MANAGEMENT, LLC. DocuSigned by: By: AOACF0862F124B5... (Signature) Print Name: Kevin Hudson Title: Operations Manager Date: 3/30/2023 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 CLER ONT Chace of Champions' BERMUDA TIFTUF SOD PRICING CENTIPEDE SOD PRICING City of Clermont Procurement Services Freddy Suarez, Procurement Services Director 685 W. Montrose Street, Clermont, FL 34711 EXHIBIT "A" RFB No. RFB 23-026 Sod Removal and Installation Services DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 CLER ONT Chace of Champions' ST. AUGUSTINE SOD PRICING ZOYSIA SOD PRICING City of Clermont Procurement Services Freddy Suarez, Procurement Services Director 685 W. Montrose Street, Clermont, FL 34711 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 CLER ONT Chace of Champions' BERM UDA TIFWAY 419 SOD PRICING City of Clermont Procurement Services Freddy Suarez, Procurement Services Director 685 W. Montrose Street, Clermont, FL 34711 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 Request For Bid #RFB 23-026 Title: Sod Removal and Installation Services 3. SCOPE OF WORK 3.1. Scope of Services The purpose of this solicitation is to establish a fixed price term contract for the purchase and installation of sod for use by various departments within the City of Clermont as -needed needed basis. It is preferred, for prompt delivery purposes, that the company be located within a fifty (50) mile radius of City limits. The successful respondent is responsible for providing all labor, equipment, fuel, materials, and any other equipment needed to complete the work. The City is interested in obtaining prices for the following sod types: Bermuda TifTuf, Centipede, St. Augustine, Zoysia, and Bermuda Tifway 419. A. SOLID -CUT SOD SPECIFICATIONS 1. The solid cut sod must be in commercial -size rectangles, preferably sixteen (16) inches by twenty-four (24) inches and shipped in a standard pallet configuration (450/square feet). 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. B. ROLLED SOD SPECIFICATIONS 1. 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. C. INSTALLATION 1. 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. 2. The successful respondent must take precautions and use care to avoid damaging, disturbing, or disrupting existing private facilities on private or public property. The successful respondent must restore, to the City's satisfaction, any damaged property at their expense. 3. The successful respondent must clean the areas receiving sod of all stones larger than one -quarter (1/4) inch in diameter, sticks, stumps, paper, glass, and other debris. After removal of debris, perform fine grading as required to bring all areas to receive grass to a smooth and finished grade. 13 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 Request For Bid #RFB 23-026 Title: Sod Removal and Installation Services 4. All sod areas bordered by sidewalks, curbs, or pavements must have a finished grade (top of sod laying soil) one-half (1/2) inch below the grade of the adjacent sidewalks, curbs or pavement. Sodded areas bordered by planting areas must have a finished grade (top of sod) that is level with the adjacent planting bed. 5. 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 installation price. 6. Place the sod to the edge of all the paving and shrub areas and 1 inch below adjoining pavement with an even surface and edge. The sod must be laid so that the joints caused by abutting ends of sod strips are not continuous. Each sod strip shall be so laid as to abut snugly against the strip previously laid. Soil must be mounded against exposed edges to protect them from drying if the entire area is not sodded. 7. 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. 8. The successful respondent is responsible to confirm with City staff that irrigation is sufficiently scheduled to ensure successful sod installation. 9. When the work is complete the successful respondent must ensure that the job site is free of debris and trash. 1. 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. E. ORDERING AND DELIVERY 1. The successful respondent must provide the specific type and quantity of sod as ordered. All sod ordered must be delivered on pallets containing no less than 450/square feet of sod. The minimum order size must be one pallet. The City will provide a minimum of twenty-four (24) hours of advance notice on all orders. 2. All deliveries must be coordinated with the City Department placing the order. 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 requesting Department will not be accepted. 14 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 Request For Bid #RFB 23-026 Title: Sod Removal and Installation Services 3. All sod provided must be measured in square feet. The contracted unit price and purchase order number must be listed on the invoice. 4. Delivery of sod must be F.O.B. Destination, Clermont, FL. Sod removal, shipping, handling, and delivery charges must be included in the unit price. 5. The successful respondent must provide all labor and equipment necessary to perform the as needed services for loading, transporting, and unloading the product. F. MAINTENANCE OF TRAFFIC 1. The successful respondent must conduct its operations so that it does not interfere with any traffic on highways or roadways without the written consent of the proper authorities. The successful respondent, at a minimum, must assign one person with a current Intermediate or Advanced Traffic Control Work -Zone certified to be responsible for setting up the maintenance of traffic. PARKS AND RECREATION SERVICES This solicitation includes the following services for the Parks and Recreation Department. • Hancock Park, Soccer Field 2 - Remove sod, grade field, test soil, and install new TifTuf Bermuda sod, approximately 90,000 square feet. Hancock Park address is 3301 Hancock Road, Clermont, FL 34711. • Palatlakaha Park Multi -Purpose Field - Remove sod, grade field, test soil, and install new TifTuf Bermuda sod, approximately 80,000 square feet. Palatlakaha Park address is 1250 12th Street, 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, Clermont, FL. Sod removal, shipping, handling, and delivery charges must be included in the lump sum price. 15 DocuSign Envelope ID: B33E7BA3-F106-4CEE-AEB9-0696CD4F5BD7 City of Clermont Procurement Services Department R 685 W. Montrose Street Clermont, FL 34711 Choice of Champions VENDOR INFORMATION The following information along with a current W-9 form must be provided to the Procurement Services Department for all new vendors and when current vendors remit information changes. Name of Individual or Business: Y"( �;`� G,�' G�l/1 �- LL C Contact Person and Title:_(, ��� v �_r<.�,->�L • r ���/� �, r . Vendor Street Address: I Sly 0 G C �5 i ;� ` �G' L 6 .t Vendor City, State, ZIP: t(v VJ�' CC61-1 N r ( �Lt -7 �lP Vendor Mailing Address (if different from above): Vendor Email Address: dci CcGY1 Vendor Email Address for Purchase Order (if different from above): Phone Number: � a � �� I Yi � Fax Number: Taxpayer Identification Number (include a copy of your W9 form): c �� 5'iy Remit to Information (if different from above): Payment Remit to Name: Payment Remit to Address: Payment Remit to City, State, ZIP: Please return the completed Vendor Information along with the required W-9 form by email to: procurementservices,aDclermontfi.orq For any questions, please call the Procurement Services Department at (352) 241-7350.