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2010-60 AGREEMENT FOR LANDSCAPE MAINTENANCE SERVCIES CITY OF CLERMONT RFB 10 -014 THIS AGREEMENT, is made between the City of Clermont a Municipal Corporation of the State of Florida (hereinafter referred to as the "CITY "), and Carol King Landscape Maintenance, Inc. whose address is 7032 Old Cheney Hwy., Orlando, FL (hereinafter referred to as "CONTRACTOR "), who, in consideration of the covenants, representations and agreements herein contained, agree as follows: 1. SCOPE OF SERVICES: CONTRACTOR agrees to furnish all labor, materials, equipment, machinery, tools, apparatus, and transportation in accordance with this Agreement, the CITY's RFB 2010 -14 — Landscape Maintenance Services and CONTRACTOR's response thereto, the terms and conditions contained therein are specifically incorporated herein and made a part hereof. In the event of conflict, the terms and conditions of this Agreement shall prevail. CONTRACTOR further agrees to perform the assigned responsibilities and duties as set forth in the Scope of Services attached hereto and incorporated herein as Exhibit "A ". CONTRACTOR agrees that all services shall be performed faithfully, intelligently, and to the best of its ability, and in the best interest of CITY in accordance with this agreement and with any and all applicable law, professional standards and guidelines. Including but not limited to, any such requirements established or provided for by the Florida Department of Transportation. 2. AUTHORIZATION TO PROVIDE SERVICES: CONTRACTOR shall not be authorized to provide any services hereunder until such time as CONTRACTOR has received written authorization from the City Manager, or his designee, to perform the specific tasks set forth in Exhibit "A ". CONTRACTOR expressly acknowledges and agrees that nothing herein shall require CITY to authorize any services or work to be provided by hereunder. CONTRACTOR further acknowledges and agrees that this is a nonexclusive Agreement and CITY reserves the right to contract with additional service providers to perform the services contemplated herein. CONTRACTOR shall commence work upon receipt of and as provided in a written purchase order to be issued by CITY. In the event that CONTRACTOR commences any such services without such authorization, CONTRACTOR expressly acknowledges that it shall not be entitled to compensation of any kind related to said services. CONTRACTOR shall complete the authorized services in the time period set forth in the applicable purchase order. 3. COMPENSATION: a. CONTRACTOR shall be compensated in an amount and in accordance with the compensation schedule set forth in Exhibit `A' attached hereto and incorporated herein. b. As a condition precedent to receiving payment, CONTRACTOR shall have been authorized to proceed by CITY, shall not be in default of any of the terms and conditions of this agreement, and shall provide to CITY an invoice. The invoice shall be forwarded to CITY, upon completion of work contemplated herein, and signed by an authorized representative of CONTRACTOR. The invoice shall include a 1 statement identifying the period for which it applies and the sub -tasks or portions thereof, completed by CONTRACTOR in accordance with Exhibit `A'. c. CITY shall pay all valid, approved and undisputed invoices within thirty (30) days of receipt from CONTRACTOR. In the event that CITY disputes any invoice submitted, it shall advise CONTRACTOR in writing and said invoice shall not be deemed due and payable under this agreement. Neither the CITY'S review approval or acceptance of, nor payment for, any services provided hereunder shall be construed to operate as a waiver of any rights under this agreement and CONTRACTOR shall be liable to CITY for any and all damages to CITY caused by the CONTRACTOR'S negligent or wrongful performance of any of the services furnished under this agreement. The acceptance of final payment by CONTRACTOR shall constitute a waiver of all claims by CONTRACTOR except those previously made in writing and identified by CONTRACTOR as unsettled at the time of a request for final payment. 4. TERM. This agreement shall take effect when executed by both parties and shall continue until for period of one (1) year unless terminated as provided below. CONTRACTOR guarantees the prices set forth in Exhibit A hereto for the initial term of this Agreement. Thereafter, the parties may renew the Agreement for two (2) - one (1) year option periods after the expiration of the initial term. 5. WARRANTY OF CONTRACTOR. CONTRACTOR does hereby expressly warrant and guarantee the services provided hereunder shall be in accordance with the terms of the Agreement. In the event that CONTRACTOR. fails to perform as contemplated, CONTRACTOR shall immediately act to repair, replace, and redo the damaged work. All warranty services provided hereunder shall be performed at CONTRACTOR'S sole expense, including materials and labor. The enforcement of the warranty provision shall not be deemed a waiver of any rights that CITY may have to declare CONTRACTOR in breach of the terms of this agreement and to pursue any and all available legal remedies. 6. INSURANCE PROVIDED BY CONTRACTOR. CONTRACTOR shall provide such insurance is specified and in accordance with terms contained in the RFB 10 -014 documents and Scope of Services referred to above and incorporated herein. In addition thereto, CONTRACTOR shall, at CITY "s request, provide a performance bond in an amount and form acceptable to CITY. 7. INDEMNIFICATION. CONTRACTOR agrees to hold harmless and indemnify, including attorney fees at all levels including appeal, CITY, its officers, employees and agents against any and all claims, losses, damages or lawsuits for damages, arising from or related to the performance of services contemplated hereunder by CONTRACTOR. 8. INDEPENDENT CONTRACTOR. It is agreed by the parties that at all times and for all purposes within the scope of this agreement, the relationship of CONTRACTOR and CITY is that of an independent CONTRACTOR. 2 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: Carol King Landscape Maintenance, Inc. 7032 Old Cheney Hwy. Orlando, FL 32807 Attention: Bruce Bachand, Vice President CITY: Wayne Saunders, City Manager City of Clermont 685 West Montrose Street Clermont, Florida 10. TERMINATION. a. The non - breaching party upon breach of the terms and conditions contained herein may terminate this Agreement. b. Additionally, CITY shall have the right to terminate the agreement, for any reason, upon fifteen (15) days written notice to the CONTRACTOR. In the event of termination by the CITY pursuant to this section 10b, CONTRACTOR shall be compensated in accordance with the services completed and accepted, as of the date of the termination and as set forth in the Scope of Services 11. GENERAL PROVISIONS. A. 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. B. 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. C. 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. 3 D. 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. E. 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. F. Assignment. 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. G. 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. H. 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. I. Records. CONTRACTOR expressly understands and acknowledges that any and all documents related to the services provided herein, might be considered records that are subject to examination and production in accordance with Florida's Public Records Law. CONTRACTOR expressly agrees that it will comply with all requirements related to said law and that it will hold CITY harmless for any such disclosure related to Florida's Public Records Law. IN WITNESS WHEREOF, the parties hereto have made and executed this agreement for the purposes herein expressed on the date first above written. CITY OF CLERMONT, FLORIDA Attest:: arold S. Turvil Jr., ay r Tracy Ackroyd, City Cler Date: l / /9 / /D CAROL KING LANDSCAPE MAINTENANCE, ■ C. Attest: 21 Printe.'arne: ; �C c Bach ea Printed Name: �� , ` D Title: 11 /C� p j deii Secretary /Corporate Officer Date: /c 4 1 7 77o 4 EXHIBIT A SCOPE OF SERVICES /COMPENSATION SCHEDULE 1. Contractor shall provide mowing and clean up services for the following areas in the quantities and for the prices set forth below: Location Quantities/Visits Unit Price Annual Cost Road Right -of -Way and Stormwater Treatment Pond Mowing 29 $390 $11,310 2. Contractor shall also provide at the request of City mowing, lawn debris and weed removal services upon request by City at various locations for a price to be negotiated for each location.