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HomeMy WebLinkAboutR-2003-251 amendment Garden of Love Renewal RESOLUTION NO. 2003-251 A RESOLUTION OF THE CITY OF DANIA BEACH FLORIDA APPROVING A RENEWAL OF AN AGREEMENT WITH GARDEN OF LOVE NURSERY OF SOUTH FLORIDA, INC. FOR THE PURPOSE OF PROVIDING LANDSCAPING AND GROUNDS MAINTENANCE SERVICES IN DESIGNATED AREAS WITHIN THE CITY OF DANIA BEACH; AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE THE AGREEMENT ON BEHALF OF THE CITY OF DANIA BEACH; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Dania Beach has determined it is more economical and beneficial to the City to have an outside contractor provide the landscaping and grounds maintenance services in public right-of-way areas, public parks and other public properties within the City; and WHEREAS, in August, 2001, the City of Dania Beach advertised to bidders the City's desire to hire a firm to provide landscaping and grounds maintenance services and received a qualified bid for such services; and WHEREAS, the City of Dania Beach desires to renew the contract for landscaping and grounds maintenance services with Garden of Love Nursery of South Florida, Inc. for an additional two year period retroactive to October 1, 2003 and ending September 30, 2005, in accordance with the original Agreement for the purpose of providing landscaping and grounds maintenance services within the City of Dania Beach; NOW, THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACHI FLORIDA: Section 1. That that certain Amendment to an Agreement between the City of Dania Beach and Garden of Love Nursery of South Florida, Inc. concerning landscaping and grounds maintenance services within the City of Dania Beach, a copy of which is attached and marked Exhibit "A"', is approved for renewal of a two (2) year term, retroactive to October 1, 2003 and the appropriate city officials are authorized to execute it or any other documents necessary to evidence such renewal. 1 RESOLUTION NO. 2003-251 Section 2. That the City Manager and City Attorney are authorized to make minor revisions to such Agreement or documents as are deemed necessary and proper for the best interests of the City. Section 3. That all resolutions or parts of resolutions in conflict with this resolution are repealed to the extent of such conflict. Section 4. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on November 12, 2003. EM ANTON MAYOR — CO" MMISSIONER T EST: ROLL CALL: COMMISSIONER CHUNN - YES • COMMISSIONER FLURY - NO CHARLENE JOH vSON COMMISSIONER MIKES - YES CITY CLERK VICE-MAYOR MCELYEA - YES MAYOR ANTON - YES APPROVED AS TO FORM AND CORRECTNESS: BY: �'. -\\, UN THOMA J. RO CITY ATTORNEY • 2 RESOLUTION NO. 2003-251 AMENDMENT TO AGREEMENT THIS IS AN AMENDMENT TO AN AGREEMENT (the "Agreement"), dated October 1,-2001, existing between THE CITY OF DANIA BEACH, FLORIDA, a municipal corporation of Florida (the "City") and GARDEN OF LOVE NURSERY OF SOUTH FLORIDA, INC. a Florida corporation, jointly referred to as "the Parties". This Amendment is dated 2003. In consideration of the mutual covenants, terms and conditions contained in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are acknowledged, the parties agree as follows: Section 1. The term of this Agreement is extended for two years, retroactive to October 1, 2003, and will expire on September 30, 2005. Section 2. That in all other respects, except as amended, the Agreement is ratified and confirmed. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. CITY OF DANIA BEACH, FLORIDA BY: Bob Ant , Mayor ATTEST: BY: Ivary, ato, City Manager Y Charlene Johnson,City Clerk Dated: B�-F1 % 72003 APPROVED AS TO LEGAL SUFFICIENCY: GARDEN OF LOVE NURSERY BY: / i I' OF SOUTH FLORIDA, INC. Thomas J. A sbro, City Attorney BY: QAV& As Its: Dated: Zt— "— , 2003 . .' • �" FLORIDA November 17, 2003 Al Taylor, President Garden of Love Nursery of South Florida 3509 Nassau Drive Miramar, FL 33023 RE: Renewal of Agreement between Garden of Love Nursery of South Florida and the City of Dania Beach for Landscaping and Grounds Maintenance Services. Dear Mr. Taylor: On November 12, 2003, the Dania Beach City Commission adopted Resolution No. 2003-251 approving the renewal of the Agreement between Garden of Love Nursery of South Florida and the City of Dania Beach, for landscaping and grounds maintenance services in designated areas within the City of Dania Beach. We enclose a copy of the resolution and two (2) original agreements that have been executed by the City of Dania Beach. These Agreements now require final execution by Garden of Love Nursery of South Florida. Please also fill in the date of execution on the first page of each agreement and return one (1) fully executed original to me for our records. If you have any questions regarding this agreement, please contact Leo Williams, Department of Public Services, at (954) 924-3743. Sincerely, Miriam Nasser Deputy City Clerk Enclosures "Broward's First City" 100 West Dania Beach Boulevard Dania Beach, Florida 33004 Phone: (954) 924-3600 www.ci.dania-beach.fl.us , s: -iA RAN D-F 1.:OV ,NItR,S�RY o f v�O(�tTHLORiI� • Pres%dewt r, F a October NO City.of Dania Beach r iloo W Dania Beach Blvd: i -t - Dania Beach, Florida 33004 ` , 5 F{. s i.. : r Garden of �,ove Nursery of ,Sos•. FL AGREE TO:;ACCEPT" THE "CONTRACT .; `LANDSCAPING .`,AND � GROUNDS- MAINTEANCE SERVIES" WITH :THE ;CITY'; OF `DANIA•'BEACH, ;FOR ,.THE, NEXT TWO YEARS UNDER THE SAME,TERMS ANDAGREEMENT' WE * AGREED UPON THE PREVIOUS,-TWO YEARS ti e Contingency , .$10,000.00 Total Active 1164;156.000 4. Respectfully Yours, , , � I L } , Al Taylor , , a , � 7 L ° u 350ASSAU DRIVE •MIR AMAR,'FI RIDA 33023 9 N PI=I0N ,(954).983,5458�} , ' �•` FAX(954) 981=3955 , , _ Agenda Request Form F City of Dania Beach Agenda Item: Date of Commission meeting: 11/12/2003 Description of Agenda Item: Contract extension approval Commission action being requested: Adopt Resolution or Ordinance ❑ Expenditure ❑ Award BID/ RFP ❑ Presentation ❑ General approval of item ® Continued from meeting ©tFter(I?lease explain) M, fi �Summa rex lanation�and back round � ': , �° � ,�,. �.,. Extension for 2 years of"Grounds Maintenance Contract'with Garden of Love with no change in terms. A#tacked exhibits and additianallbackup materials (Please lIst) _... Acceptance of extension letter from Garden of Love. For purchasing requests ONLY Department: Public Services Amount: $174,156.00 Fund: General: ® Water: ❑ Sewer: ❑ Stormwater: ❑ Grants: ❑ Capital: ❑ Account Name: Account Number: Submitted by: Leo Williams Date: 10/27/2003 Department Director.- ms Date: 10/27/2003 Admin. Services Director: Date: GoFinance Director: pvarney Date: 10/27/2003 City Manager: Ivan Pato Date: 10/28/2003 AGREEMENT THIS IS AN AGREEMENT, dated the 1st day of October, 2001, between: THE CITY OF DANIA BEACH, a municipal corporation, hereinafter referred to as "CITY", and GARDEN OF LOVE NURSERY OF SOUTH FLORIDA, INC. authorized to do business in the State of Florida, hereinafter referred to as "CONTRACTOR". WITNESSETH: In consideration of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, CITY and CONTRACTOR agree as follows: ARTICLE 1 PREAMBLE _ In order to establish the background, context and form of reference for this Agreement, and to generally express the objectives and intentions of the respective statements, representations, p parties herein, the following p and explanations shall be accepted as predicates for the undertakings and commitments included within the provisions which follow, and may be relied upon u the parties as essential elements of the mutual considerations upon which this Agreement is based. I On August 6 and 13, 2001, the CITY advertised its Notice to Bidders of the CITY'S desire to hire a firm to provide maintenance of thirty-three separately designated areas, as more particularly described in the bid package entitled: GROUNDS MAINTENANCE DANIA BEACH PW 01-01 1.2 The CITY held a meeting on August 23, 2001, where the bids were opened at the City of Dania Beach Administrative Center. 1.3 On September 25, 2001, the CITY awarded the bid to CONTRACTOR for the designated areas described in Exhibit "A" and authorized the proper CITY officials to negotiate and enter into an agreement with CONTRACTOR to render the services more particularly described herein below. 1.4 Negotiations pertaining to the services to be performed by the CONTRACTOR were undertaken and this Agreement incorporates the results of such negotiation. ARTICLE 2 SERVICES AND RESPONSIBILITIES 2.1 CONTRACTOR hereby agrees to perform the services for the maintenance for thirty-two (32) designated areas on CITY'S property (City's property shall refer to city owned parcels and parcels *ned by other governmental entities or others, for which the city has a commitment for the oponsibility of maintaining such parcels), as more particularly described in the bid package and by 3 RESOLUTION NO. 2001-183 this reference made a part hereof, ("Property") in accordance with the Scope of Services outlined in the specifications, "Sealed Bid Grounds Maintenance PW 01-01", attached as Composite Exhibit "A" and CONTRACTOR's Bid response attached as Composite Exhibit "B". CONTRACTOR agrees to do everything required by this Agreement, the Sealed Bid Package Grounds Maintenance, Dania Beach PW 01-01", and Commission award complete with proposal form. 2.2 CONTRACTOR shall schedule regular meetings with the CITY representatives at least once a month to discuss the progress of the work and maintenance of the CITY's Property, as more specifically described in Composite Exhibit "A". 2.3 CONTRACTOR shall furnish all services, labor, equipment, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all work performed under this Agreement shall be done in a professional manner. 2.4 CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying upon these representations when entering into this Agreement with CONTRACTOR, that CONTRACTOR has the expertise, experience and manpower to perform the services to be provided by CONTRACTOR pursuant to the terms of this Agreement. 2.5 CONTRACTOR hereby represents to CITY that CONTRACTOR is properly licensed by the applicable federal, state, and local agencies to provide the services under this Agreement. If CONTRACTOR's license is revoked, suspended, or terminated for any reason by any governmental agency, CONTRACTOR shall notify the CITY immediately. 4WCONTRACTOR hereby agrees to conduct all work and services under this Agreement in accordance with all the applicable federal, state, and local laws or regulations. A violation of any federal, state, or local law or regulation may be cause for breach, allowing the CITY to terminate this Agreement. ARTICLE 3 PROTECTION OF CITY'S PROPERTY At all times during the performance of this Contract, the CONTRACTOR shall protect the CITY's property from all damage whatsoever on account of CONTRACTOR's performance of services carried on under this Contract. ARTICLE 4 TERM AND CONDITION 4.1 CONTRACTOR shall perform the maintenance services associated with the CITY Property as identified in Exhibits 'A," attached hereto and made a part hereof, for two (2) years, commencing on October 1, 2001 and ending on September 30, 2003. 4.2 This Agreement may be renewed for two additional two (2) year terms upon mutual consent, evidenced by a written Amendment to this Agreement extending the term hereof. This Agreement may be terminated by either party for cause, upon thirty (30) days written notice y the CITY to CONTRACTOR, in which event the CONTRACTOR shall be paid its compensation for services performed to termination date. In the event that the CONTRACTOR abandons this 4 RESOLUTION NO. 2001-183 Agreement or causes it to be terminated, he shall indemnify the CITY against any loss pertaining to this termination up to a maximum of the full contracted fee amount. All finished or unfinished documents, data, studies, surveys and reports prepared by CONTRACTOR shall become the roperty of CITY and shall be delivered by CONTRACTOR to CITY. 4 ARTICLE 5 COMPENSATION AND METHOD OF PAYMENT 5.1 CITY agrees to compensate CONTRACTOR for all services performed by CONTRACTOR pursuant to the provisions of this Agreement: Based on a LUMP SUM FEE, of AN AMOUNT NOT TO EXCEED $174,156.00, per year, which includes a contingency fee of $10,000, to be made in monthly payments. The total compensation amount may not be exceeded without a written amendment to this Agreement. 5.2 Method of Billing and Payment. 5.2.1 The CITY shall within thirty (30) days from the date of receiving the Request for Payment, pay the CONTRACTOR the amount approved by the City's Public Works Director or his designee. 5.2.2 Payment will be made to CONTRACTOR Garden of Love Nursery of South Florida, Inc. 3509 Nassau Drive Miramar, Florida 33023 ® (954) 983-5458 ARTICLE 6 CHANGES IN SCOPE OF WORK 6.1 CITY or CONTRACTOR may request changes that would increase, decrease, or otherwise modify the Scope of Services, as described in Composite Exhibit "A", to be provided under this Agreement as described in Article 2 of this Agreement. These changes will affect the monthly compensation accordingly. Such changes or additional services must be in accordance with the provisions of the Code of Ordinances of the CITY, and must be contained in a written amendment, executed by the parties hereto, with the same formality as this Agreement, prior to any deviation from the terms of this Agreement, including the initiation of any additional or extra work. 6.2 In no event will the CONTRACTOR be compensated for any work which has not been described in a separate written agreement executed by the parties hereto. ARTICLE 7 INDEMNIFICATION 7.1 The CONTRACTOR agrees to release the CITY from and against any and all liability and responsibility in connection with the above-mentioned matters. The CONTRACTOR further agrees �of to sue or seek any money or damages from CITY in connection with the above-mentioned tters. 7.2 The CONTRACTOR agrees to indemnify and hold harmless the CITY, its trustees, elected and 5 RESOLUTION NO. 2001-183 appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action whatsoever, and the resulting losses, costs, expenses reasonable attorneys' fees, liabilities, damages, orders, judgments, or decrees, sustained by the CITY or any third party arising t of, or by reason of, or resulting from the CONTRACTOR's negligent acts, errors, or omissions. ARTICLE 8 INSURANCE 8.1 The CONTRACTOR shall not commence work under this contract until the CONTRACTOR has obtained all insurance required under this paragraph, and such insurance has been approved by the Risk Manager of the CITY, nor shall the CONTRACTOR allow any Subcontractor to commence work on any sub-contract until all similar such insurance required of the subcontractor has been obtained and approved. 8.2 Certificates of insurance, reflecting evidence of the required insurance, shall be filed with the Risk Manager prior to the commencement of the work. These Certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least thirty days (30) prior written notice has been given to the CITY. Policies shall be issued by companies authorized to do business under the laws of the State of Florida. 8.3 Financial Ratings must be no less than "A" in the latest edition of the "BEST'S KEY RATING GUIDE", published by A.M. Best Guide. 8.4 Insurance shall be in force until all work required to be performed under the terms of the Contract is satisfactorily completed as evidenced by the formal acceptance by the CITY. In the event the 40 surance certificate provided indicates that the insurance shall terminate and lapse during the period this contract, then in that event, the CONTRACTOR shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the contract and any extension hereunder is in effect. The CONTRACTOR shall not continue to work pursuant to this contract unless all required insurance remains in full force and effect. 8.5 REQUIRED INSURANCE. 8.5.1 Comprehensive General Liability insurance shall cover liability, bodily injury, and property damage. Exposures to be covered are: premises, operations, products/completed operations, and certain contracts. Coverage must be written on an occurrence basis, with the following limits of liability: 8.5.1.1 Bodily Injury 8.5.1.1.1 Each Occurrence $1,000,000 8.5.1.1.2 Annual Aggregate $1,000,000 8.5.1.2 Property Damage 8.5.1.2.1 Each Occurrence $1,000,000 8.5.1.2.2 Annual Aggregate $1,000,000 8.5.1.3 Personal injury Annual Aggregate $1,000,000 6 RESOLUTION NO. 2001-183 8.5.1.4 Completed Operations and Products Liability shall be maintained for two (2) years after the final payments. 8.5.1.5 Property Damage Liability Insurance shall include Coverage for the following hazards: X-explosion, C-collapse, Underground. 8.5.2 Workers, Compensation insurance shall be maintained during the life of this contract to comply with statutory limits for all employees, and in the case any work is sublet, the CONTRACTOR shall require any Subcontractors similarly to provide Workers' Compensation insurance for all the latter's employees unless such employees are covered by the protection afforded by the CONTRACTOR. The CONTRACTOR and his subcontractors shall maintain during the life of this policy Employers Liability Insurance. The following limits must be maintained: 8.5.2.1 Workers' Compensation Statutory 8.5.2.2 Employer's Liability $500,000 per occurrence 8.5.3 Comprehensive Auto Liability. 8.5.3.1 Bodily Injury 8.5.3.1.1 Each Occurrence $1,000,000 8.5.3.1.2 Annual Aggregate $1,000,000 8.5.3.2 Property Damage 8.5.3.2.1 Each Occurrence $1,000,000 8.5.3.2.2 Annual Aggregate $1,000,000 4!overage shall include owned, hired and non-owned vehicles. The CONTRACTOR shall hold the CITY, its agents, and employees, harmless on account of claims for damages to persons, property or premises arising out of the operations to complete this contract and name the CITY as an additional insured under their policy. The CITY reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. ARTICLE 9 INDEPENDENT CONTRACTOR This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the contractor under this Agreement is not the CITY's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers' Compensation Act, and the State unemployment insurance law. The CONTRACTOR shall retain sole and absolute discretion in the judgment of the manner and means of carrying out CONTRACTOR's activities and responsibilities hereunder. Provided, further that administrative procedures applicable to ervices rendered under this Agreement shall be those of CONTRACTOR, which policies of NTRACTOR shall not conflict with CITY, H.U.D., or United States policies, rules or regulations relating to the use of CONTRACTOR's funds provided for herein. The CONTRACTOR agrees that it is a separate and independent enterprise from the CITY, that it has full opportunity to find other 7 RESOLUTION NO. 2001-183 business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the CONTRACTOR and the CITY and the CITY will not be liable for any obligation incurred by CONTRACTOR, including but not limited to unpaid minimum wages 4wd/or overtime premiums. ARTICLE 10 PERFORMANCE BOND 10.1 At the time of the execution of this Agreement, CONTRACTOR shall furnish a Performance Bond in the amount of 110% of the bid, which will be considered Bond Coverage for the City. The Performance Bond shall guarantee to the CITY the Completion and performance of the Scope of Services and work covered in the Agreement. The performance Bond shall at all times be valid and in force to cover the work being performed. The Performance Bond shall be executed by a Surety Company approved by the U. S. Treasury Department, licensed to do business in the State of Florida, and having a registered agent in Broward County. 10.2 The CONTRACTOR agrees to keep such Bonds, or a replacement thereof, in force at all times during the course of performance of this Agreement. In addition to the foregoing requirements, such Bond shall contain provisions, whether by attaching endorsements or supplemental agreements, guaranteeing to the CITY the completion of services of the performance of this Agreement. CONTRACTOR may comply with the requirements of this provision by causing said Bond to specifically name the CITY OF DANIA BEACH as one of the parties to whom the protection afforded by said Bond is extended or as an alternative, may furnish the CITY with a separate Performance Bond meeting the same criteria provided above. 0 ARTICLE 11 DEFAULT OF CONTRACT & REMEDIES 11.1 Liquidated Damages. As a breach of the service provided by this Agreement would cause serious and substantial damage to the CITY Property, and the nature of this Agreement would render it impracticable or extremely difficult to fix the actual damage sustained by the CITY by such breach, it is agreed that, in case of breach of service wherein CONTRACTOR fails to maintain the Property, leaving the said property in disrepair, the CITY may elect to collect liquidated damages for each such breach, and the CONTRACTOR will pay the CITY as liquidated damages, and not as penalty, two hundred fifty ($250.00) dollars for every day of such malfunction. This sum is the agreed upon amount by which the CITY will be damaged by the breach of such service. An election to seek such remedies shall not be construed as a waiver of any legal remedies the CITY may have as to any subsequent breach of service under its Agreement. 11.2 Default of Contract. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by CONTRACTOR: 11. 2. 1 The abandonment of the Property by CONTRACTOR for a period of more than seven 7) business days. 11.2.2 The abandonment, unnecessary delay, refusal of, or failure to comply with any of the terms of this Agreement or neglect, or refusal to comply with the instructions of the Public Works 8 RESOLUTION NO. 2001-183 Director relative thereto. 11.2.3 The failure by CONTRACTOR to observe or perform any of the terms, covenants, or conditions of this Agreement to be observed or performed by CONTRACTOR, where such failure Mail continue for a period of seven (7) days after written notice thereof by CITY to CONTRACTOR; rovided, however that if the nature of CONTRACTOR's default is such that more than seven (7) days are reasonably required for its cure, then CONTRACTOR shall not be deemed to be in default if CONTRACTOR commences such cure within said seven (7) day period and thereafter diligently prosecutes such cure to completion. 11.2.4 The assignment and/or transfer of this Agreement or execution or attachment thereon by CONTRACTOR or any other party in a manner not expressly permitted hereunder. 11.2.5 The making by CONTRACTOR of any general assignment or general arrangement for the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have CONTRACTOR adjudged a bankruptcy, or a petition for reorganization or arrangement under any law relating to a bankruptcy (unless, in the case of a petition filed against CONTRACTOR, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of CONTRACTOR' s assets, or for CONTRACTOR's interest in this Agreement, where possession is not restored to CONTRACTOR within thirty (30) days; for attached, execution or other judicial seizure of substantially all of CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not discharged within thirty (30) days. 11.3 Remedies in Default. In case of default by CONTRACTOR, the Public Works Utility Director shall notify the CONTRACTOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct him to comply with all provisions of the Agreement. A copy of such Rtten notice shall be mailed to the Surety on the Performance bond ("Surety") If the abandonment, ellay, refusal, failure, or neglect is not cured within seven (7) days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify the CONTRACTOR and the Surety of such declaration of default and terminate the Agreement. The Surety on the Performance Bond shall within ten (10) days of such declaration of default rectify or cause to be rectified any mismanagement or breach of service in the Agreement and assume the work of CONTRACTOR and proceed to perform services under the Agreement at its own cost and expense. 11.3.1 Upon such declaration of default, all payments remaining due the CONTRACTOR at the time of default, less all sums due the CITY for damages suffered, or expenses incurred by reason of default, shall be due and payable to the Surety. Thereafter the Surety shall receive monthly payments equal to those that would have been paid the CONTRACTOR had the CONTRACTOR continued to perform the services under the Agreement. 11.3.2 If such Surety fails to perform, the CITY may complete the Contract, or any part thereof, either by day labor or reletting a Contract for the same, and procure the equipment and the facilities necessary for the completion of the Contract, and charge the cost of same to the CONTRACTOR and/or the Surety together with the costs incident thereto to such default. ,,P, 11.3.3 In the event the CITY completes the Contract at a lesser cost than would have been able to the CONTRACTOR under this agreement, if the same had been fulfilled by said ONTRACTOR, CITY shall retain such differences. Should such cost to the CITY be greater, the CONTRACTOR and/or the Surety shall pay the amount of such excess to the CITY. 9 RESOLUTION NO. 2001-183 ARTICLE 12 BANKRUPTCY It is agreed that if the CONTRACTOR is adjudged bankrupt, either voluntarily or involuntarily, then this Agreement shall terminate effective on the date and at the time the bankruptcy petition is filed. ARTICLE 13 DISPUTE RESOLUTION 13.1 Arbitration. In addition to any other remedy provided hereunder, the CITY, at its option, may use arbitration to resolve any controversy or claim arising out of or relating to this Contract if arbitration is elected by the CITY. Any controversy or claim arising out of or relating to this Contract, or breach thereof, may be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrators may be entered into by any court giving jurisdiction thereof. In the event arbitration is elected by the CITY, such controversy or claim shall be submitted to one arbitrator selected from the National Panel of The American Arbitration Association. 13.2 Operations During Dispute. 13.2.1 In the event that a dispute, if any, arises between the CITY and the CONTRACTOR relating to this agreement, performance or compensation hereunder, the CONTRACTOR shall continue to render service in full compliance with all terms and conditions of this agreement as interpreted by the ITY regardless of such dispute. 13.2.2 The CONTRACTOR expressly recognizes the paramount right and duty of the CITY to provide adequate maintenance of the CITY's Property, and further agrees, in consideration for the execution of this Agreement, that in the event of such a dispute, if any, it will not seek injunctive relief in any court, but will negotiate with the CITY for an adjustment on the matter or matters in dispute and, upon failure of said negotiations to resolve the dispute, may present the matter to a court of competent jurisdiction in an appropriate suit therefore instituted by it or by the CITY. 13.2.3 Notwithstanding the other provisions in this Section, the CITY reserves the right to terminate the Agreement at any time, whenever the service provided by the CONTRACTOR fails to meet reasonable standards of the trade after the CITY gives written notice to the CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14) days of the receipt by the CONTRACTOR of such notice from the CITY. ARTICLE 14 MISCELLANEOUS 14.1 Ownership of Documents. Reports, surveys, studies, and other data provided in connection with this Agreement are and shall remain the property of CITY, whether or not the project for which they are made is completed. 6.2 Legal representation. It is acknowledged that each party to this agreement had the opportunity to represented by counsel in the preparation of this Agreement, and accordingly, the rule that a contract shall be interpreted strictly against the party preparing same shall not apply herein due to the joint contributions of both parties. 10 RESOLUTION NO. 2001-183 14.3 Records. CONTRACTOR shall keep such records and accounts and require any and all subcontractors to keep records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged to this engagement, and any expenses for which "iONTRACTOR expects to be reimbursed._Such books and records will be available at all reasonable mes for examination and audit by CITY and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be grounds for disallowance by CITY of any fees or expenses based upon such entries. 14.4 Assignments and Amendments. This Agreement, and any interests herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances, by CONTRACTOR without the prior written consent of CITY. For purposes of this Agreement, any change of ownership of CONTRACTOR shall constitute an assignment which requires CITY approval. However, this Agreement shall run to the CITY and its successors and assigns. It is further agreed that no modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 14.5 No Contingent Fees. 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, company, corporation, individual or firm, other than a bona fide employee working solely for CONTRACTOR any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award r making of this Agreement. For the breach or violation of this provision, the CITY shall have the ht to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 14.6 Notice. Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by certified United States mail, with return receipt requested, addressed to the party for whom it is intended and the remaining party, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section. For the present, the CONTRACTOR and the CITY designate the following as the respective places for giving of notice: City Jason Nunemaker Acting City Manager City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, Florida 33004 Copy to: Thomas Ansbro City Attorney 3107 Stirling Road, Suite 300 Fort Lauderdale, Florida 33312 ntractor: Garden of Love Nursery of South Florida, Inc. 3509 Nassau Drive Miramar, Florida 33023 11 RESOLUTION NO. 2001-183 14. 7 Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 4k.8 Headings. Headings herein are for the convenience of reference only and shall not be � Y considered in any interpretation of this Agreement. 14.9 Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits if not physically attached should be treated as part of this Agreement and are incorporated herein by reference. 14.10 Severability. If any provision of this Agreement or application thereof to any person or situation shall to any extent, be held invalid, or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue in full force and affect, and be enforced to the fullest extent permitted by law. 14.11 Governing Law. This Agreement shall be governed by the laws of the State of Florida with venue lying in Broward County, Florida. 14.12 Extent of Agreement. This Agreement represents the entire and integrated agreement between the CITY and the CONTRACTOR and supersedes all prior negotiations, representations or agreements, either written or oral. 4 13 Waiver. Failure of the CITY to insist upon strict performance of any provision or condition of this ?9-reement, or to execute any right therein contained, shall not be constructed as a waiver or relinquishment for the future of any such provision, condition, or right, but the same shall remain in full force and effect. 14.14 Disputes. Any claim, objection, or dispute arising out of the terms of this Agreement shall be litigated in the Seventeenth Judicial Circuit Court in and for Broward County. 14.15 Attorneys' Fees. In the event that either party brings suit for enforcement of this Agreement, the prevailing party shall be entitled to attorney's fees and court costs in addition to any other remedy afforded by law. 14.16 Protection of City Property. At all times during the performance of this Contract, the CONTRACTOR shall protect the CITY's property from all damage whatsoever on account of the work being carried on under this contract. 12 RESOLUTION NO. 2001-183 I,N WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. OTTEST: CITY OF DANIA BEACH, FLORIDA / A municipal corporation By: Charlene Johnson Pat Flury Acting City Clerk ✓ yo Co ssioner Approved as to form and correctness: By: on Nunemaker cting City Manager Thomas A hsbro, City Attorney GARDEN OF LOVE NURSERY OF SOUTH FLORIDA, INC. A Florida cor oration By: i 9-7-7 Al aylor President STATE OF FLORIDA) COUNTY OF BROWARD) EFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, ,rsonally appeared Al Taylor, as President of Garden of Love Nursery of South Florida, Inc., a lorida corporation, and acknowledged execution of the foregoing Agreement as the proper official of said corporation, for the use and purposes mentioned in it and affixed the official seal of the corporation, and that the instrument is the act and deed of that corporation. IN WITNESS OF THE FOREGOINGJ have set my hand and official seal at in the State and County aforesaid on this �_ day of U-j , 2001. k otary Public My Commission Expires: Fry$� � P Comtatsstm CC 79M e Expires ALL K 2002 �OF RU ATLANTIC BONDIED NG M.INC. • 13 RESOLUTION NO. 2001-183 r , RESOLUTION NO. 2001-183 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA, APPROVING AN AGREEMENT WITH GARDEN OF LOVE NURSERY OF SOUTH FLORIDA, INC. FOR ® THE PURPOSE OF PROVIDING LANDSCAPING AND GROUNDS MAINTENANCE SERVICES IN DESIGNATED AREAS WITHIN THE CITY OF DANIA BEACH; AUTHORIZING AND DIRECTING THE PROPER CITY OFFICIALS TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF DANIA BEACH; REPEALING CONFLICTING RESOLUTIONS AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Dania Beach has determined it is more economical and beneficial to the City to have an outside contractor provide the landscaping and grounds maintenance services in public right-of-way areas, public parks and other public properties within the City; and WHEREAS, the City of Dania Beach advertised to bidders the City's desire to hire a firm to provide landscaping and grounds maintenance services and has received a qualified bid for such services; and WHEREAS, on September 12, 2001, pursuant to Resolution No. 2001-158, the City Commission awarded a bid for certain landscaping services to Hines Landscaping, Inc. and subsequent to the award, Hines Landscaping, Inc. withdrew its bid; and WHEREAS, the City Commission desires to repeal Resolution No. 2001-158, and award the bid to Warden of Love Nursery of South Florida, Inc., the second lowest bidder; and WHEREAS, the City of Dania Beach desires to contract the landscaping and grounds maintenance services with Garden of Love Nursery of South Florida, Inc. for a two year period beginning October 1, 2001 and ending September 30, 2003, in accordance with said proposal for the purpose of providing landscaping and grounds maintenance services within the City of Dania Beach. NOW, THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACHI FLORIDA: Section 1. That this Resolution shall repeal and supercede Resolution No. 2001-158. Section 2. That certain Agreement between the City of Dania Beach and Garden of Love Nursery of South Florida, Inc. concerning landscaping and grounds maintenance services within the City of Dania Beach, a copy of which is attached hereto and marked Exhibit "A"', is hereby approved and the appropriate city officials are authorized to execute same. 0 Section 3. That the City Manager and City Attorney are authorized to make minor revisions to such Agreement as are deemed necessary and proper for the best interests of the City. 1 RESOLUTION NO. 2001-183 Section 4. That all resolutions or parts of resolutions in conflict with this resolution are repealed to the extent of such conflict. Section 5. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED THIS 25th day of September 2001. PATRICIA-FLUKY- MAYOR—COMMISSIONER ATT ST: ROLL CALL: r COMMISSIONER BERTINO - YES r COMMISSIONER MCELYEA - YES A LENE JOH ON COMMISSIONER MIKES - YES ACTING CITY CLLkK_ VICE-MAYOR CHUNN - YES MAYOR FLURY -YES APPROVED AST FORM AND CORRECTNESS: BY: 1 �. �. THOMAS J.,ANSB O CITrATTORNEY • 2 RESOLUTION NO. 2001-183