HomeMy WebLinkAboutReso 2020-3131RESOLUTION NO.2020 - Z 131
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, AWARDING INVITATION TO BID
("BID") NO. 20-08-01 TO, AND APPROVING AN AGREEMENT WITH,
VISUALSCAPE INC. AS THE SECONDARY AWARDEE TO PROVIDE
CITYWIDE LANDSCAPING SERVICES - OPTION "B", IN AN AMOUNT
NOT TO EXCEED THREE MILLION ONE HUNDRED SIXTY
THOUSAND SIX HUNDRED FORTY-FIVE DOLLARS AND FIFTY
CENTS ($3,160,645.50), ATTACHED HERETO AS EXHIBIT "A";
AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City is in need of a vendor to provide citywide landscape maintenance
services for the City; and
WHEREAS, the City issued and advertised Bid No. 20-08-01 ("Bid") for City
Landscape Services, and received four (4) responses with Brightview Landscaping Services, Inc.
and VisualScape Inc. both representing to the City that it possesses the requisite qualifications,
expertise and licenses to perform all necessary work in connection with the services specified in
the Bid Specifications; and
WHEREAS, the City reviewed the responses and determined that VisualScape, Inc. was
the second lowest responsible and responsive bidder; and
WHEREAS, the City Commission wishes to award the Bid (Option B) to, and approve
an Agreement with, VisualScape Inc. as the secondary awardee to provide citywide landscape
services, in an amount not to exceed Three Million One Hundred Sixty Thousand Six Hundred
Forty -Five Dollars and Fifty Cents ($3,160,645.50), attached hereto as Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Award of Bid No. 20-08-01 and Approval of Agreement. The City Commission
hereby awards Bid No. 20-08-01 (Option B) to, and approves an Agreement with, VisualScape
Inc. as the secondary awardee to provide citywide landscape services, in an amount not to exceed
Three Million One Hundred Sixty Thousand Six Hundred Forty -Five Dollars and Fifty Cents
($3,160,645.50), attached hereto as Exhibit "A".
Section 2. Authorization of Maw The Mayor is hereby authorized to execute said.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 4. Effective Date. This Resolution will become effective upon adoption.
R2020- Awd Bid 20-08-01 City Landscape (VisualScape Option B) Pagel of2
PASSED AND ADOPTED this 15th da of O tober 2020.
eGeorge H. Scholl, Mayor
ATTIAT
Mauricio BetaAcur, CMC, City Clerk
APPROVED AS TO FORM
A D A ICIENCY:
Edward A. Dion, City Attorney
V�
Moved by: �MW't"vor *2 V (sC Seconded by: " Itc-
Vote:
Mayor Scholl v (Yes) (No)
Vice Mayor Svechin (Yes) (No)
Commissioner Goldman (Yes) (No)
Commissioner Lama (Yes) (No)
Commissioner Viscarra (Yes) (No)
R2020- Awd Bid 20-08-01 City Landscape (VisualScape Option B) Page 2 of 2
vE SVNNY IS,
Q City of Sunny Isles Beach
18070 Collins Avenue
`z Sunny Isles Beach, Florida 33160
4
ELon�° `* (305) 947-0606 City Hall
or W4 "�(305) 949.3113 Fax
MEMORANDUM
TO: The Honorable Mayor and City Commission
VIA: Christopher J. Russo, City Manager
FROM: Susan Simpson, Assistant City Manager
DATE: 10/15/2020
Award Bid No. 20-08-01 to Brightview Landscaping, Inc.
RE: as Primary, and VisualScape Inca as Secondary, for
Citywide Landscape Services (Option B)
RECOMMENDATION:
This Resolution is presented for your consideration.
REASONS:
The City issued Invitation to Bid No. 20-08-01 for landscape
maintenance services which provided two options. Option A for Parks
and Recreational Facilities, which was recommended to be awarded
under a separate Resolution, and Option B for Citywide landscape
services to include, Parks, Facilities and Rights -of -Way. It is
recommended to award Option B to Brightview Inca as primary and
VisualScape as secondary, in the event that Citywide landscape
services are needed in the future. These agreements will be entered
into for an initial 2 year term with 3 (1) year options to renew for a total
of 5 years; however, neither agreement will be active until such time
that a Notice To Proceed is issued for the Primary first or the
Secondary second. At that time, the contract amount will be prorated
to an amount sufficient to cover the remaining contract term based on
the pricing terms as set forth in the bid and the initial agreement.
ADDITIONAL INFORMATION:
As mentioned, the City awarded the maintenance agreement for Parks
and Recreational Facilities (Option A) to VisualScape Inc. under a
separate Resolution.
ATTACHMENTS:
Description
Resolution
Agreement
Item Number: 10.M.
O4 ,pNY 12_f`
S. -
"(�= AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH
AND VISUALSCAPE, INC,
CONTRACT NO.2020-7556-S
(SECONDARY CITYWIDE AGREEMENT- OPTION B)
THIS AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate,
this _*2a0day of 90V, , 2020, by and between the CITY OF SUNNY ISLES BEACH,
Florida, (hereinafter referred to as "City"), and VISUALSCAPE, INC., a corporation
authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose
Federal T.D. 4 is 45-2599402.
RECITALS
WHEREAS, the City is in need of a secondary Contractor to provide Landscape
Maintenance Services Citywide, inclusive of the City's Parks and Right of Ways ("Services"),
as more particularly described in Invitation to Bid No. 20-08-01, attached hereto as Attachment
"A", which is incorporated herein by reference; and
WHEREAS, Contractor is qualified, willing and able to provide the desired Services
subject to the terms and conditions contained herein; and
WHEREAS, the City desires to enter into this Agreement with Contractor to provide the
Services in a total amount not to exceed Three Million One Hundred Sixty Thousand Six
Hundred Forty -Five and 50/100 Dollars ($3,160,645.50) in accordance with Attachment "B",
a copy which is attached hereto.
NOW THEREFORE, in consideration of the promises and the mutual covenants herein
named, the parties agree as follows:
1. RECITALS. The recitals set forth above are hereby incorporated into this Agreement
and made a part hereof for reference.
2. SERVICES. Contractor shall provide landscape maintenance citywide Services, which
shall include both the City's parks and recreational facilities, as well as the City's Right of Ways
("ROWs") as the secondary Contractor for the Services, as more particularly described in
Invitation to Sid No. 20-08-01, attached hereto as Attachment "A" and Contractor's response
thereto as reflected in Attachment "B". The Services shall be performed by Contractor to the
full satisfaction of the City. Contractor agrees to furnish all labor and material in a good and
workmanlike and professional manner to perform Services. Contractor agrees to have a qualified
representative to audit and inspect the Services provided on a regular basis to ensure all Services
are being performed in accordance with the City's needs and pursuant to the terms of this
Agreement, and shall report to the City accordingly. Contractor agrees to immediately inform
the City via telephone and in writing of any problems that could cause damage to the City's
property, improvements and persons. Contractor will require its employees to perform their work
in a manner consistent with the type and scope of work to be performed. In the event that the
Contractor fails to complete the Services pursuant to the ternis of this contract and City must
undertake the completion of performance of Services, Contractor agrees to indemnify the City
of all costs incurred with respect to the completion of those Services and any damages the City
may suffer as a result of Contractor's failure to perform the Services.
2020-7556-S - VISUALSCAPE, INC.
3. TERM. Subject to the provisions relating to the termination of this Agreement as
set forth in Section 10 hereunder, the term of this Agreement shall have an effective
commencement date of November 1, 2020 and shall terminate no later than twenty-four (24)
months thereafter, with the option to renew for three (3) additional one (1) year terms.
Notwithstanding; any provision in this Agreement, Contractor shall not perform any
Services under this Agreement unless and until the City Manager issues a Notice to Proceed
in writing to the Contractor.
Payment will be made only for work completed to the satisfaction of the City following the
issuance of a Notice to Proceed. The terms of Sections 23 and 24 titled "Indemnification and
Waiver of Liability," and "Compliance with Law," respectively, shall survive termination of this
Agreement.
4. COMPENSATION. During the term of this Agreement; Contractor agrees to provide
the desired Services to the City in a total amount not to exceed Three Million One Hundred
Sixty Thousand Six Hundred Forty -Five and 50/100 Dollars ($3,160,645.50). Payment to
Contractor for all charges and tasks under this Agreement shall be in accordance with ITB No.
20-08-01 specifications as reflected in Attachment "A" and the Fee Schedule as reflected in
Attachment "B", which is hereto attached, under the following conditions:
a. Disbursements. There are no reimbursable expenses associated with this
Agreement.
b. Payment Schedule. Invoices received from the Contractor pursuant to Services
performed under this Agreement will be reviewed by the initiating City
Department. Contractor shall invoice the City for monthly recurring payments of
Eighty -Three Thousand Two Hundred Twenty -Six Dollars ($83,226.00) for
items listed in al through e9 of the price form for the recurring monthly "Basic
Services" Fee Schedule, as more particularly described in Attachment `B", which
is attached hereto. All other items, not previously described will be invoiced at
the unit rate, as described in Attachment `B". If services have been rendered in
conformity with the Agreement, the invoice will be sent to the Finance
Department for payment. invoices must reference the Agreement number
assigned hereto. Invoices will be paid in accordance with the State of Florida
Prompt Payment Act. The City will pay properly submitted Contractor invoices
following each monthly period within thirty (30) days of receipt, for completed
and accepted deliveries or specified services and/or goods, unless the City notifies
the Contractor in writing of the dispute, before payment is due.
CPI Adjustment for Renewal Terms. Prior to completion of each exercised
contract term, the City may consider an adjustment to price based on changes in
the Consumer Price index for Urban Wage Earners and Clerical Workers (CPl-
W): Miami -Dort Lauderdale, FL. It is the Contractor's responsibility to request
any pricing adjustment under this provision, which shall not exceed 5%.
d. Availability of Funds. The City's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation Car its purpose by the City
Commission. In the event the City Commission fails to appropriate funds for the
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particular purpose of this Agreement during any year of the term hereof, then this
Agreement shall be terminated upon twenty (20) days written notice and the
Contractor shall be compensated for the Services satisfactorily performed prior
to the effective date of termination.
e. Final Invoice. In order for both parties herein to close their books and records,
the Contractor will clearly state "final invoice" on the Contractor's final/last
billing to the City. This certifies that all services have been properly performed
and all charges and costs have been invoiced to the City. Since this account will
thereupon be closed, any other additional charges, if not properly included on this
final invoice, are waived by the Contractor.
Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits,
overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor
with the prior written approval of the City. If the City disputes any charges on the invoices, it
may make payment of the uncontested amounts and withhold payment on the contested amounts
until they are resolved by agreement with Contractor. Contractor shall not pledge the City's
credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment,
lien, or any form of indebtedness. The Contractor further warrants and represents that it has no
obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement.
5. MULTIPLE CONTRACTORS. Contractor acknowledges that the City has
awarded Services to multiple Contractors (primary and secondary) as available, by line item, by
group, or in its entirety. The City will utilize Contractors in order of award, The City may utilize
other. Contractors in the event that: 1) a Contractor is not or is unable to be in compliance with
any contract or delivery requirement; 2) it is in the Kest interest of the City to do so regardless of
reason. In the event that one Contractor (primary or secondary) is deemed to be performing
unsatisfactorily as determined by the City, the City may opt to award Services to a Contractor
performing to City's approval.
b. PENALTIES FOR UNSATISFACTORY WORK. The Contractor shall
promptly correct all apparent and latent deficiencies and/or defects ill work, and/or any
unsatisfactory work that fails to conform to the contract documents regardless of project
completion status ('`Unsatisfactory Work"). If Unsatisfactory Work is identified, through
planned, random or unannounced inspections, or any other circumstance through which the City
becomes aware of Unsatisfactory Work, the Contractor will be notified in writing within two (2)
business days. All corrections shall be made within two (2) business days after such rejected
defects, deficiencies, and/or Unsatisfactory Work are verbally reported to the Contractor by the
City's Project Manager(s), who may confirm all such verbal reports in writing. The Contractor
shall bear all costs of correcting such work, If the Contractor fails to correct the Unsatisfactory
Work within the period specified, the City may, at its discretion, notify the Contractor, in writing,
that the Contractor is subject to contractual default provisions if the corrections are not
completed to the satisfaction of the City within one (1) business day of receipt of the notice. If
the Contractor fails to correct the work within the period specified in the notice, the City may
place the Contractor in default.
In addition to random or unannounced inspections, the City will conduct planned inspections
each month, which will be conducted prior to the Contractor submitting its monthly invoice.
When either planned or unplanned inspection efforts identify Unsatisfactory Work, the
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Contractor will be notified per the procedure set forth above and the City will conduct a
subsequent inspection to ensure compliance. The City will incur additional administrative
expenses for the additional time required to re -inspect Contractor work. Upon failure of
Contractor to complete the work within the time specified for final completion, the City shall
impose deductions to Contractor's invoice. A report shall be provided to the Contractor in the
form provided for in Section 7.4 of Attachment "A" along; with the unsatisfactory inspection
notice. The deductions which may be made under this Agreement include, but are not limited
to, those items set forth below with the corresponding penalty:
A. Failure to comply with conditions, specifications, reports, schedules and/or directives
from the City and Purchase Order, including but not limited to, failure to adequately
remove trash/debris/weeds in a timely manner, apply chemicals, prune, etc.
i.Deduction may be based upon costs provided by the Contractor on the Fee Schedule
attached to Attachment "B", or as deemed appropriate by the City, up to $200 per
instance.
B. Failure to comply with minimum City defined manpower requirements.
i. Deduction of $100 per employee per workday.
C. Failure to provide adequate equipment in compliance with City specifications and/or as
requested by the City.
i. Deduction of up to $200 per instance per workday.
D. Failure to protect public health and/or correct safety concerns. These include, but are not
limited to, policing City property for hazards, responding to emergencies, providing
adequate traffic control measures (per M.U.T.C.D. Guidelines).
i. Deduction of up to $250 per occurrence.
E. Failure to comply with water restrictions imposed by any agency having authority to do
SO.
i. Deduction of up to $250 per occurrence. Additionally, Contractor shall be
responsible for any imposed penalties.
F. Major irrigation deficiencies shall be repaired within 12 hours.
i. Deduction up to $250 per occurrence.
7. PERFORMANCE AND PAYMENT BOND. The City requires Contractor
furnish a Performance and Payment Bond in the amount of 100% of the total "Basic Services"
recurring monthly of the extended total as security for the faithful performance of the Contract.
and for the payment of all persons performing labor or furnishing materials in connection
herewith within ten (10) calendar days after the issuance of a Notice to Proceed by the City, The
bonds shall be with a surety company authorized to do business in the State of Florida. Tile
Bond(s) shall not contain a provision allowing the Surety(ies) to cancel the Bonds prior to the
completion of the Contract, including any optional renewal periods.
8. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an
independent Contractor and shall be treated as such for all purposes. Nothing contained in this
Agreement or any action of the parties shall be construed to constitute or to render the Contractor
an. employee, partner, agent, shareholder, officer or in any other capacity other than as an
independent Contractor other than those obligations which have been or shall have been
undertaken by the City. Contractor shall be responsible for any and all of its own expenses in
performing its duties as contemplated under this .Agreement. The City shall not be responsible
for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal
income taxes or pay Social Security taxes and that such obligations shall be that of the
Contractor, other than those set forth in this Agreement. Contractor shall furnish its own
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transportation, office and other supplies as it determines necessary in carrying out its duties under
this Agreement.
9. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any
work being performed under this Agreement, procure and maintain the following minimum
insurance coverage to protect the City and Contractor against all loss, claims, damage and
liabilities caused by Contractor, its agents, contractors or employees, as more particularly set
Zn
forth below:
❑ Comprehensive General Liability with minimum limits of Five Million Dollars
($5,000,000.00) per occurrence combined single limit for Bodily Injury Liability
and Property Damage Liability. Coverage must be afforded on a form no more
restrictive than the latest edition of the Comprehensive General Liability policy,
Without restrictive endorsements, as filed by the Insurance Services Office, and
must include:
— Premises and Operation
— Workers Compensation (Statutory Limits)
— Independent Contractors
— Products and/or Completed Operations Hazard
— Broad Form Property Damages
— Broad Form Contractual Coverage applicable to this specific Contract,
including any hold Harmless and/or indemnification agreement.
— Personal Injury Coverage with Employee and Contractual Exclusions
removed, with minimum limits of coverage equal to those required for Bodily
injury Liability and Property Damage Liability.
❑ Business Automobile Liability with minimum limits of One Million Dollars
($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability
and Property Damage Liability. Coverage must be afforded on a form no more
restrictive than the latest edition of the Business Automobile Liability policy,
without restrictive endorsements, as filed by the Insurance Services Office, and
must include:
— Owned Vehicles;
— Hired and Non -Owned Vehicles;
— Employers' Non -Ownership.
Insurance required of the Contractor shall be primary to, and not contributory with, any insurance
or self-insurance maintained by the City. Such insurance shall not diminish Contractor's
indemnification and obligations hereunder. The insurance policy(ies) shall be issued by
companies authorized to do business under the laws of the State of Florida and acceptable to the
City with a minimum A.M. Best rating of A -Excellent. Before any work under this
Agreement is performed, and at any time upon request, Contractor shall furnish to the
City certificates of insurance evidencing the minimum required coverage and shall be
appropriately endorsed for contractual liability, with the City named as additional insured.
All policies shall contain a waiver of subrogation endorsement. All policies shall contain a
waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by
insurance companies acceptable to the City Manager or his designee. All insurance policies and
certificates of insurance shall provide that the policies may not be canceled or altered without
2020-7556-5 - V]SUALSCAPE, TNC
thirty (30) days prior written notice to the City. The City reserves the right from time to time to
change the insurance coverage and limits of liability required to be maintained by Contractor
hereunder. Contractor shall also require and ensure that each of its sub -Contractor providing
services hereunder (if any) procures and maintains; until the completion of the services,
insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE
INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN
WRITING BY THE CITY.
10. TERMINATION AND REMEDIES FOR BREACH.
A. If, through any cause within reasonable control, the Contractor shall fail to fulfill
in a timely manner or otherwise violate any of the covenants, agreements or
stipulations material to this Agreement, the City shall have the right to terminate
the Services then remaining to be performed. Prior to the exercise of its option
to terminate for cause, the City shall notify the Contractor of its violation of the
particular- terms of the Agreement and grant Contractor ten (10) days to cure such
default. If the default remains uncured after ten (l 0) days the City may terminate
this Agreement, and the City shall receive a refund from the Contractor in an
amount equal to the actual cost of a third party to cure such failure. If Contractor
fails, refuses or is unable to perform any term of this Agreement, City shall pay
for services rendered as of the date of termination.
(i.) In the event of termination, all finished and unfinished documents, data
and other work. product prepared by Contractor shall be delivered to the City and
the City shall compensate the Contractor for all. Services satisfactorily performed
prior to the date of termination.
(ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of
liability to the City for damages sustained by it by virtue of a breach of the
Agreement by Contractor and the City may reasonably withhold payment to
Contractor for the purposes of set-off until such time as the exact amount of
damages due the City from the Contractor is determined.
B, Termination for Convenience of City. The City may, for its convenience and
without cause terminate the Services then remaining to be performed at any tirne
by giving Contractor ten (10) days written notice. The terms of Paragraph A(i)
and A(ii) above shall be applicable hereunder.
C. Termination for Insolvency. The City also reserves the right to terminate the
remaining Services to be performed in the event the Contractor is placed either in
voluntary or involuntary bankruptcy or makes any assignment for the benefit of
creditors.
1 i. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term
of this Agreement or any time for a period of ten (10) years subsequent to that date upon which
the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any
person or entity, other than in the discharge of the duties of the Contractor under this Agreement,
any information which the City designates in writing as "confidential." As a violation by (lie
Contractor of the provisions of this Section could cause irreparable injury to the City and there
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is no adequate remedy at law for such violation, the City shall have the right, in addition to any
other remedies available to it at law or in equity, to enjoin the Contractor from violating such
provisions.
12. CONTRACTOR'S EMPLOYEES AND REQUIRED IDENTIFICATION.
Employees of the Contractor must be 18 years or older. Contractor's employees shall be
considered to be at all times the sole employees of the Contractor under the Contractor's sole
discretion and not an employee or agent of the City. The Contractor shall supply competent and
physically capable employees, and the City may require the Contractor to immediately remove
an employee it deems careless, incompetent, insubordinate, or otherwise objectionable and
whose continued employment is not in the best interest of the City. Prior to performing work in
the City pursuant to this Agreement, all managers and employees of Contractor, any independent
contractors, and any subcontractors (collectively "Personnel") shall be required to undergo
background checks as follows:
i. "The Contractor shall submit to the City's Project Manager within fourteen (14) days of
the execution of the Notice to Proceed, a list of all Personnel proposed to perform work
under the Agreement;
ii. The list of Personnel identified in subsection (i) shall be updated within twenty-four (24)
hours of when changes occur;
iii. A thorough State and national background check that identifies an individual's entire
criminal history shall be conducted by the City for each of Contractor's Personnel in
accordance with Section 435.03, Florida Statutes (level 2 screening) and all other
applicable law;
iv. The Contractor shall be responsible for the cost of the background check described herein
which is $67,75 per person payable to the City. Contractor acknowledges that a third
party entity performs the background checks and that the City has no control over the
cost. Therefore, in the event the cost of the background checks required under this
Section exceeds $67.75 per person, Contractor agrees to pay the increased cost provided
that the City provides documentation reflecting the revised amount being charged by the
third -party performing the background checks;
V. A background check shall be conducted on new Personnel prior to performing any work
under the Agreement, and on each Personnel automatically at least once every five years.
If any Personnel leaves Contractor's employ and returns, the Personnel will need to have
their background check cleared again through the City; and
vi. Failure of Contractor to comply with the provisions of Section 11, herein, shall be cause
for termination of the Agreement.
13, E-VERIFY, Beginning January 1, 2021, Contractor shall be responsible for complying
with the E-Verify requirements set forth in Florida Statute 448,095.
14. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall
be interpreted and construed in accordance with and governed by the laws of the State of Florida.
All parties agree and accept that jurisdiction of any dispute or controversy arising out of this
Agreement, and any action involving the enforcement or interpretation of any rights hereunder
shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County,
Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state
courts, forsaking any other jurisdiction which either party may claim by virtue of its residency
or other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to
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enforce any term or provision under this Agreement and the City is the prevailing party then the
City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. BY
ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY HEREBY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY
OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. Nothing in this
Agreement is intended to serve as a waiver of sovereign immunity, or of any other immunity,
defense, or privilege enjoyed by the City pursuant to Section 768.28, Florida Statutes.
15. GOVERNING LAW, VENUE AND ATTORNEYS FEES. It is agreed that this
Agreement shall be governed by, construed and enforced in accordance with the laws of the State
of Florida. Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event.
it becomes necessary for the City to file a lawsuit to enforce any term or provision under this
Agreement and the City is the prevailing party then the City shall be entitled to its costs and
attorney's fees at the pretrial, trial and appellate levels.
16. NOTICES. All notices and other communications required or permitted to be given
under this Agreement by either party to the other shall be in writing and shall be sent (except as
otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return
receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier
service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by
certified or registered mail, first class postage prepaid, return receipt requested or by overnight
delivery by traditionally recognized courier service), addressed to such party as follows:
If to the City:
Christopher J. Russo
With a copy to:
City Manager
City Attorney
City of Sunny Isles Beach
City of Sunny Isles Beach
1.8070 Collins Ave.
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
Sunny Isles Beach, Florida 33160
Tel: (305)-792-1701
Tel: (305)-792-1702
If to the Contractor:
Ivan C. Vila
President
17801 NW 137th Ave
Miami, FL 33018
Tel: 305-362-2404
ivila(c,visualscapeinc.com
17. PUBLIC RECORDS. The Contractor shall be required to comply with the following
requirements under Florida's Public Records Law:
(i.) Contractor shall keep and maintain public records required by the City to perforin
the service.
(ii.) Upon request from the City, Contractor shall provide the City with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided by Chapter 1 ] 9, Florida Statutes, or as otherwise
provided by law.
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(iii) Contractor shall ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by
law for the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the City.
(iv.) Contractor shall, upon completion of the contract, transfer, at no cost, to the City
all public records in possession of the Contractor or keep and maintain public records required
by the City to perform the service. If the Contractor transfers all public records to the City upon
completion of the contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the contract, the Contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided by Contractor to the City, upon request from the City, in a format
that is compatible with the information technology systems of the City.
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, CONTACT THE
CITY'S CUSTODIAN OF PUBLIC RECORDS AT (30.5) 792-1703, CityClerk@sibfl.net,
18070 Collins Avenue, 4th Floor, Sunny Isles Beach, Florida 33160.
18. AUDIT. The Contractor shall make available to the City or its representative all required
financial records associated with the Agreement for a period of Three (3) years,
19. NUN -DISCRIMINATION. The Contractor agrees to comply with all local and state
civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII
of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development
Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with
Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with
Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will
not discriminate against any employee or applicant for employment because of race, color, creed,
religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status,
or status with regard to public assistance. The Contractor will take affirmative action to ensure
that all employment practices are free from such discrimination. Such employment practices
include but are not limited to the following; hiring, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. The Contractor agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided by the City
setting forth the provisions of this non-discrimination clause. The Contractor agrees to comply
with any Federal regulations issued pursuant to compliance with Section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the
handicapped in any Federally assisted program.
20. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED
COMPANIES. Pursuant to Florida Statutes Section 217.4725, contracting with any entity that
is listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott
of Israel is prohibited. Contractor must certify that the company is not participating in a boycott
of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall
be terminated at the City's option if it is discovered that the entity submitted false documents of
certification, is listed on the Scrutinized Companies with Activities in ,Sudan List, the Scrutinized
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Companies with Activities in the Iran Petroleum Energy Sector Isist, or has been engaged in
business operations in Cuba or Syria after July 1, 2018.
Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option
if the company is listed on the Scrutinized Companies that Boycott Israel list or engaged in the
boycott of Israel. Contractors must submit the certification that is attached to this agreement as
Attachment "C". Submitting a false certification shall be deemed a material breach of contract,
The City shall provide notice, in writing, to the Contractor of the City's determination
concerning the false certification. The Contractor shall have ninety (90) days following receipt
of the notice to respond in writing and demonstrate that the determination was in error. If the
Contractor does not demonstrate that the City's determination of false certification was made in
error, then the City shall have the right to terminate the contract and seek civil remedies pursuant
to Florida Statute Section 215.4725,
21. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by
the Miami -Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by
Chapter 33 of the City of Sunny Isles Beach Code of Ordinances, which are incorporated by
reference herein as if fully set forth herein, in connection with the Agreement conditions
hereunder. The Contractor covenants that it presently has no interest and shall not acquire any
interest, directly or indirectly which should conflict in any manner or degree with the
performance of the Services. The Contractor further covenants that in the performance of this
Agreement, no person having any such interest shall knowingly be employed by the Contractor.
The Contractor guarantees that he/she has not offered or given to any member of, delegate to the
Congress of the United States, any or part of this Agreement or to any benefit arising therefrom.
22. DAMAGE TO CITY PROPERTY. Contractor shall inform the City by telephone and
confirm in written notice by facsimile or other electronic means, of any event, occurrence, act,
omission, circumstance or condition which causes damage to City property within two (2) hours
of when Contractor knew or reasonably should have known about the occurrence in the exercise
of all due diligence, and submit such information as may be required by the City. Such
information shall include, at minimum, the name and telephone number of a contact person for
Contractor, a description of the event or occurrence, photographs, videos, and any other
depictions of the occurrence and/or the damage. The City shall submit an itemized invoice to the
Contractor for services to accomplish the repair or corrective action as may be necessary to
restore the City property caused by Contractor. Contractor shall reimburse the City for costs
incurred by the City to repair City property as described herein,
23. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent
permitted by law, the Contractor agrees to indemnify and hold -harmless the City, its agents,
representatives, officers, directors, officials and employees from any claims, liabilities, damages,
losses and costs, including, but not limited to, reasonable attorney fees to the extent caused, in
whole or in part, by the negligence, error or omission of the Contractor or persons employed or
utilized by the Contractor in performance of Services under this Agreement.
Contractor shall at all times hereafter indemnify, hold harmless and, at the City's option, defend
or pay for an attorney selected by the City to defend City, its agents, representatives, officers,
directors, officials and employees from and against any and all causes of action, demands,
claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and
expenses, caused or alleged to be caused by the intentional or negligent act of; or omission of
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Contractor, including those of their employees, agents, servants, or officers, or accruing,
resulting from, or directly related to the subject matter of this Agreement including, without
limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of
any nature whatsoever resulting from injuries or damages sustained by ally person or property.
In the event any lawsuit or other proceeding is brought against City by reason of any such claim,
cause of action or demand, Contractor shall, upon written notice from City, resist and defend
such lawsuit or proceeding by counsel satisfactory to City.
The provisions and obligations of this Section shall survive the expiration or earlier termination
of this Agreement. To the extent considered necessary by City, any sum due Contractor under
this Agreement may be retained by City until all of City's claims for indemnification pursuant
to this Agreement have been settled or otherwise resolved; and any amount withheld shalt not
be subject to payment of interest by City. The parties agree that One Hundred Dollars ($ 100.00)
represents specific consideration to the Contractor for the indemnification set forth in this
Agreement.
24. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and
ordinances of any federal, state, or local governmental authority having jurisdiction with respect
to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material
permits, licenses, approvals and consents necessary for the lawful conduct of the activities
contemplated under this Agreement.
25. MISCELLANEOUS.
A. In the event any provision of this Agreement is found to be void and
unenforceable by a court of competent jur►sdict►on, the remaining provisions of this Agreement
shall nevertheless be binding upon the parties with the same effect as though the void or
unenforceable provisions had been severed and deleted.
B, This Agreement may be executed in multiple identical counterparts, each of
which shall be deemed an original for all purposes.
C. No waiver of any provision of this Agreement shall be valid or enforceable unless
such waiver is in writing and signed by the party granting such waiver.
D. Each individual executing this Agreement on behalf of a party hereto hereby
represents and warrants that lie or she is, on the date lie or she signs this Agreement, duly
authorized by all necessary and appropriate action to execute this Agreement on behalf
of such party and does so with full legal authority to bind their respective party to this
Agreement.
E. This Agreement contains the entire agreement of the parties, and may be
amended, waived, changed, modified, extended or rescinded only by in writing signed
by the party against whom any such amendment, waiver, change, modification, extension
and/or rescission is sought.
IA. If there is a conflict or inconsistency between any term, statement, requirement,
or provision of any exhibit attached hereto, any document or events referred to herein, or
any document incorporated into this Agreement, the term, statement, requirement, or
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provision contained in this Agreement shall prevail and be given superior effect and
priority over any conflicting or inconsistent term, statement, requirement or provision
contained in any other document or attachment, including but not limited to Attachments
«A» `B" and «C»
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate on the day and year first written above.
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WITNESS
Signature
Juan C. Vila
Print Name
ATTEST
I: rW��
o Bqtancur, CMC, City Clerk
BY:„®J
epartment Iead
VISUALSCAPE, INC.
BY:
Iv . Vila, Presrd nt
CITY j0F SUNNY ISLES BEACH
BY:
George
11, Mayor
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY: n9&
E and A. Dion, City Attorney
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