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CONTRACT FLORIDA CITY LGSMS 091517CONTINUING SERVICES AGREEMENT Between THE CITY OF FLORIDA CITY, FLORIDA And LOOKS GREAT SERVICES OF MS, INC. THIS CONTINUING SERVICES AGREEMENT is made between THE CITY OF FLORIDA CITY, FLORIDA, a Florida municipal corporation (hereinafter referred to as the "CITY ") and LOOKS GREAT SERVICES OF MS, INC., a Mississippi corporation authorized to do business in the State of Florida (hereinafter referred to as the "CONSULTANT "), whose principal place of business is 1502 Highway 13 North, Columbia, MS 39429. WHEREAS, pursuant to Section 287.055, Florida Statutes, the CITY issued a Request for Proposals (RFP) No. City 2017 -004 requesting qualifications from firms desiring to provide debris removal and reduction services under a continuing contract and that RFP andth4e CONSULTANT'S response are incorporated into this Agreement by reference: and WHEREAS, the CONSULTANT responded to the RFP on September 7, 2017 and that responses in incorporated into this Agreement by reference; and WHEREAS, the CONSULTANT is willing and able to perform such professional services for the CITY in accordance with the terms and conditions set forth in this Agreement (hereinafter referred to as this "Continuing Services Agreement" or this "Agreement "); and WHEREAS, the purpose of this Continuing Services Agreement is not to authorize the Consultant to perform a Specific Project, but to set forth certain terms and conditions that shall govern and be incorporated into subsequent supplemental agreements or work orders or task orders for Specific Projects or services when required. NOW THEREFORE, in consideration of the mutual terms, conditions, promises and covenants set forth below, the CITY and CONSULTANT agree as follows: SECTION 1. DEFINITIONS The following definitions and references are given for the purpose of interpreting the terms used in this Agreement and apply unless the context indicates a different meaning: 1.1 Compensation: The total amount paid by the CITY for the CONSULTANT'S professional services for a specific project or Task Order, exclusive of reimbursable expenses. 1.2 Reimbursable Expenses: The indirect expenses directly attributable to the Project or Task Order. Reimbursable expenses include long- distance communications, application and permit fees paid for securing approval of authorities having jurisdiction over the Specific Project; actual cost of reproduction, printing, binding and photocopying of plans and other documents; unless other fees not negotiated in a task order. 1.3 Specific Project Agreement or Task Order: A work order or specific agreement to provide services for a particular Project that includes the costs traditionally include in a work order for debris clearance, removal, and reduction. SECTION 2. SPECIFIC PROJECTS /SCOPE OF SERVICES 2.1 When the need for services for a Specific Project occurs, the Mayor or his designee may enter into negotiations with the CONSULTANT for that Specific Project under the terms and conditions of this Agreement. The CITY shall initiate said negotiations by providing the CONSULTANT with a "Scope of Services Request," requesting from the CONSULTANT a proposal to provide services for the Specific Project. The CONSULTANT shall prepare a proposal which includes those subjects specified in subsection 2.2 (a) through (h). The Mayor or his designee and CONSULTANT shall negotiate the terms of the Specific Project. 2.2 The CITY and CONSULTANT shall utilize a Task Order or Task Orders as the Agreement for each Specific Project. Each Task Order or agreement for a Specific Project will, by mutual agreement, set forth, among other things, the following: a. The Scope of Services; b. The Deliverables; C. The Time and Schedule of Performance and Term; d. The amount of Compensation for the service, equipment, or hourly task based on approved rates in the CONSULTANT'S response to the RFP that is dated September 7, 2017; e. The Personnel assigned to the Specific Project by the CONSULTANT; f. Any modifications to the Task Order required by this project, if mutually agreed upon by the parties; g. The CONSULTANT's representative assigned as the point of contact for the Specific Project; and h. The CITY's representative assigned as the point of contact for the Specific Project. 2.3 The professional services to be rendered by the CONSULTANT shall commence subsequent to the execution of each Task Order. Performance of work by CONSULTANT prior to execution of a Task Order shall be at CONSULANT's sole risk. 2.4 The Mayor is authorized to negotiate and execute a Task Order for Specific Projects in which the CONSULTANTS' services do not exceed $10,000.00. Task Orders exceeding this amount must be approved by the City Commission. Emergency Proclamations by the federal, state, county, or local governments may authorize the Mayor to execute contracts in amounts that exceed this limit. 2.5 The Agreement Documents for each Specific Project shall incorporate this Continuing Services Agreement. In the event that any of the terms or conditions of this Agreement conflict with the Task Order, the provisions of the Task Order shall govern and apply. 2.6 In connection with professional services to be rendered pursuant to this Agreement, the CONSULTANT further agrees to: a. Maintain an adequate staff of qualified personnel on the work at all times to ensure its completion within the term specified in the applicable Notice to Proceed. b. Comply with any Federal, State and local government laws or ordinances applicable to the work. C. Cooperate fully with the CITY in the scheduling and coordination of all tasks and phases of the work. d. Prepare necessary documents, if required, for all regulatory or permitting agencies. e. Report the status of the work to the CITY as specified in the Task Order and hold pertinent data, calculations, field notes, records, sketches, and other work products open to inspection of the CITY. f. Submit for CITY review computations, sketches, and other data representative of the work's progress at the percentage stages of completion as may be stipulated in the applicable Task Order. g. Submit for CITY approval the final work products upon incorporation of any modifications requested by the CITY during any previous review. h. Be available at all reasonable times for general consultation and advice through the effective term of this Agreement. i. Confer with the CITY at any time during the further development and implementation of improvements for which the CONSULTANT has provided professional services as to interpretation of plans and other documents, correction of errors and omissions and preparation of any necessary plans thereof. The CONSULTANT shall not be compensated for the correction of errors and omissions to the extent that those errors and omissions are the responsibility of the CONSULTANT. 2.7 During the performance of Emergency Services, the CONSULTANT will assist with Damage Assessments, and the CONSULTANT will be requested to assist with infrastructure damage assessments and estimates for temporary and or permanent repairs. The CONSULTANT may be requested to work with other Florida CITY disaster professional services consultants or grant consultants to define disaster recovery projects for damaged assets /infrastructure, scopes of work, and to provide any other services for which the CONSULTANT is qualified as required to assist the CITY obtain disaster reimbursement for state and /or federal declared disasters. Other Disaster specific tasks may include but not be limited to GIS mapping, Project Management for all response or recovery projects, and design and construction of reduction facilities. SECTION 3. TERM /TERMINATION 3.1 Term of Agreement/Agreement Time. This Agreement shall be effective on September 13, 2017 ( "Commencement Date ") and shall continue in full force and effect for two (2) years, or until terminated pursuant to Section 3.2 or other applicable sections of this Agreement. The Agreement may be extended for a period not to exceed an additional two (2) years with the approval of both the CITY and CONSULTANT. 3.2 Termination For Convenience. This Continuing Services Agreement may be terminated by the CITY for convenience with thirty (30) calendar days written notice to the CONSULTANT. 3.3 Non - Exclusive Agreement. Notwithstanding the provisions of Subsection 3.1, the Mayor or his designee may issue request for qualifications, requests for proposals, or other similar procurement documents for this professional discipline at any time and may utilize the services of any other consultants retained by the CITY under similar Agreements. Nothing in this Agreement shall be construed to give the CONSULTANT a right to perform services for a Specific Project. 3.4 Term of Task Order /Agreement Time. Each Task Order shall commence on the date the instrument is fully executed by all parties ( "Commencement Date of Task Order ") and shall specify the period of service or Agreement Time agreed to by the CITY and CONSULTANT for services to be rendered under said Task Order, unless otherwise terminated pursuant to this Section. The Mayor, in his sole discretion, may extend the Term of a Task Order through written notification to CONSULTANT. Such extension shall not exceed ninety (90) days. No further extensions of the Task Order shall be effective unless authorized by the CITY Council. Upon the Commencement Date of the Task Order, the CONSULTANT shall commence services to the CITY, and shall continuously perform services to the CITY, without interruption, in accordance with the Term and time frames set forth in the "Project Schedule" included therein. The number of calendar days from the Commencement Date of the Task Order, through the date set forth in the Project Schedule for completion of the Project or the date of actual completion of the Project, whichever shall last occur, shall constitute the Agreement Time. 3.5 Termination For Cause; Task Order. A Task Order may be terminated by either party upon five (5) calendar days written notice to the other party should the other party fail substantially to perform in accordance with its material terms through no fault of the party initiating the termination. In the event that CONSULTANT abandons a Task Order or causes it to be terminated by the CITY, the CONSULTANT shall indemnify the CITY against any loss pertaining to this termination. In the event that the CONSULTANT is terminated by the CITY for cause and it is subsequently determined by a court by a court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a termination for convenience under Section 3.6 of this Agreement and the provision of Section 3.6 shall apply. 3.6 Termination For Convenience; Task Order. A Task Order may be terminated by the CITY for convenience upon fourteen (14) calendar days' written notice to the CONSULTANT. In the event of termination, the CONSULTANT shall incur no further obligations in connection with the Project and shall, to the extent possible, terminate any outstanding subconsultant obligations. The CONSULTANT shall be compensated for all services performed to the satisfaction of the CITY and for reimbursable expenses incurred prior to the date of termination. The CONSULTANT shall promptly submit its invoice for final payment and reimbursement and the invoice shall comply with the provisions of this Agreement and the Task Order for payment. Under no circumstances shall the CITY make any payment to the CONSULTANT for services which have not been performed or performed subsequent to the termination date. 3.7 Assignment upon Termination. Upon termination of a Task Order, a copy of all of the CONSULTANT's work product shall become the property of the CITY and the CONSULTANT shall, within ten (10) working days of receipt of written direction from the CITY, transfer to either the CITY or its authorized designee, a copy of all work product in its possession, including but not limited to designs, plans, specifications, drawings, studies, reports and all other documents and data in the possession of the CONSULTANT pertaining to this Task Order. Further, upon the CITY'S request, the CONSULTANT shall assign its rights, title and interest under any subcontractor's agreements to the CITY. 3.8 Suspension for Convenience. The CITY shall have the right at any time to direct the CONSULTANT to suspend its performance of a Specific Project, or any designated part thereof, for any reason whatsoever or without reason, for a cumulative period of up to thirty (30) calendar days. If any such suspension is directed by the CITY, the CONSULTANT shall immediately comply with same. In the event the CITY directs a suspension of performance as provided for herein through no fault of the CONSULTANT, the CITY shall pay to the CONSULTANT its reasonable costs, actually incurred and paid, of demobilization and remobilization, as full SECTION 4. ADDITIONAL SERVICES AND CHANCES IN SCOPE OF SERVICES 4.1 Changes Permitted. Changes in the Scope of Services of a Task Order consisting of additions, deletions, revisions, or any combination thereof, may be ordered by the CITY by Change Order without invalidating the Task Order. 4.2 Change Order Defined. Change Order shall mean a written order to the CONSULTANT executed by the CITY, issued after execution of a Task Order, authorizing and directing a change in the Scope of Services or an adjustment in the Agreement Price or the Agreement Time, or any combination thereof. The Agreement Price and /or the Agreement Time may be changed only by Change Order. 4.3 Effect of Executed Change Order. The execution of a Change Order by the CITY and the CONSULTANT shall constitute conclusive evidence of the CONSULTANT's agreement to the ordered changes in the Scope of Services or an adjustment in the Agreement Price or the Agreement Time, or any combination thereof. The CONSULTANT, by executing the Change Order, waives and forever releases any claim against the CITY for additional time or compensation for matters relating to or arising out of or resulting from the Services included within or affected by the executed Change Order. SECTION 5. BILLING AND PAYMENTS TO THE CONSULTANT. 5.1 Compensation and Reimbursable Expenses. Pursuant to a Task Order, CONSULTANT shall submit invoices which are identified by the specific project number in a timely manner. These invoices shall identify the Project, the nature of the work performed, the phase of work, the payment due, and the estimated percent of work accomplished in accordance with the approved Task Order. If compensation is based on hourly rates, invoices shall also identify the name and title of personnel who performed the work with applicable hourly rates. The statement shall show a summary of fees with accrual of the total and credits for portions previously paid by the CITY. The CITY shall pay CONSULTANT within thirty (30) calendar days of approval by the Mayor or his designee of any invoices submitted by CONSULTANT to the CITY. 5.2 Disputed Invoices. In the event that all or a portion of an invoice submitted to the CITY for payment to the CONSULTANT pursuant to a Task Order is disputed, or additional backup documentation is required, the CITY shall notify the CONSULTANT within five (5) working days of receipt of the invoice of such objection, modification or additional documentation request. The CONSULTANT shall provide the CITY with additional backup documentation within five (5) working days of the date of the CITY'S notice. The CITY may request additional information, including but not limited to, all invoices, time records, expense records, accounting records, and payment records of the CONSULTANT that relate to the Task Order. The CITY, at its sole discretion, may pay to the CONSULTANT the undisputed portion of the invoice. The parties shall endeavor to resolve the dispute in a mutually agreeable fashion. 5.3 Suspension of Payment. In the event that the CITY becomes credibly informed that any representations or invoices of the CONSULTANT, provided pursuant to this Agreement and /or any Task Order, are wholly or partially inaccurate, or in the event that the CONSULTANT is not in compliance with any term or condition of this Agreement and /or a Task Order, the CITY may withhold payment of sums then or in the future otherwise due to the CONSULTANT until the inaccuracy, or other breach of this Agreement and /or the Task Order, and the cause thereof, is corrected to the CITY's reasonable satisfaction. 5.4 Final Payment. Submission of the CONSULTANT'S invoice for final payment and reimbursement shall constitute the CONSULTANT'S representation to the CITY that, upon receipt from the CITY of the amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the Project, shall be paid in full. The CONSULTANT shall deliver to the CITY all documents requested by the CITY evidencing payments to any and all subcontractors, and all final specifications, plans, or other documents as dictated in the Scope of Services. Acceptance of final payment shall constitute a waiver of any and all claims against the CITY by the CONSULTANT. SECTION 6. SURVIVAL OF PROVISIONS 6.1 Any terms or conditions of either this Agreement or any subsequent Task Order that require acts beyond the date of the term of either agreement, shall survive termination of the agreements, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. SECTION 7. CITY'S RESPONSIBILITIES 7.1 Assist CONSULTANT by placing at the CONSULTANT's disposal all available information as may be requested in writing by the CONSULTANT and allow reasonable access to all pertinent information relating to the services to be performed by CONSULTANT. 7.2 Furnish to CONSULTANT, at the CONSULTANT'S written request, all available maps, plans, existing studies, reports and other data pertinent to the services to be provided by CONSULTANT, in possession of the CITY. 7.3 Arrange for access to and make all provisions for CONSULTANT to enter upon public property as required for CONSULTANT to perform services. SECTION 8. CODE OF ETHICS 8.1 CONSULTANT warrants and represents that its employees shall abide by the Code of Ethics for Public Officers and Employees, Chapter 112, Florida Statutes. SECTION 9. COMPLIANCE WITH LAWS; POLICY OF NON - DISCRIMINATION/ WAGES; LICENSES AND PERMITS 9.1 The CONSULTANT shall comply with all federal, state and local laws and ordinances applicable to the services or work or payment for such work and shall not discriminate on the grounds of race, color, religion, sex, age, marital status, national origin, or physical or mental disability in the performance of work under this Agreement. 9.2 If the Project is subject to federal and grant funding that requires specific wage and non - discrimination provisions, CONSULTANT shall be required to comply with the same. 9.3 The CONSULTANT shall at all times during the term of this Agreement and any Specific Task Order maintain in good standing all licenses, certifications and permits required under applicable federal, state and local laws and regulations for performance of the work or services. SECTION 10. OWNERSHIP OF DOCUMENTS /DELIVERABLES 10.1 All finished or unfinished documents, including but not limited to, detailed reports, studies, plans, drawings, surveys, maps, models, photographs, specifications, digital files, and all other data prepared for the CITY or furnished by the CONSULTANT pursuant to any Task Order, shall become the property of the CITY, whether the Project for which they are made is completed or not, and shall be delivered by CONSULTANT to the CITY within five (5) calendar days after receipt of written notice requesting delivery of said documents or digital files. The CONSULTANT shall have the right to keep one record set of the documents upon completion of the Project. SECTION 11. RECORDS /AUDITS 11.1 CONSULTANT shall maintain and require all Subconsultants to maintain, complete and correct records, books, documents, papers and accounts pertaining to the Specific Project or Task Order and all work or services performed thereunder. Such records, books, documents, papers and accounts shall be available at all reasonable times for examination and audit by the Mayor or any authorized CITY representative with reasonable notice and shall be kept for a period of three (3) years after the completion of each Task Order, unless a longer period is required by a project funding source. Incomplete or incorrect entries in such records, books, documents, papers or accounts will be grounds for disallowance by or reimbursement to the CITY of any fees or expenses based upon such entries. Disallowed fees will be paid when incomplete or incorrect entries are remedied to the satisfaction of the CITY. 11.2 The CONSULTANT shall comply with Chapter 119, Florida Statutes (Public Records Law), as applicable. 11.3 Refusal of the CONSULTANT to comply with the provisions of Sections 11.1 or 11.2 shall be grounds for immediate termination for cause by the CITY of this Agreement or any Task Order. SECTION 12. INCORPORATION OF TERMS AND CONDITIONS OF CONTINUING SERVICES AGREEMENT INTO TASK ORDER Each Task Order shall incorporate by reference the terms and conditions set forth in this Agreement between the parties as though fully set forth therein. In the event that any terms or conditions of a Task Order conflict with this Agreement, the provisions of the Specific Task Order shall prevail and apply. A Specific Task Order may contain additional terms and requirements as directed by a funding source or by a party joined by an Interlocal Agreement. SECTION 13. INDEPENDENT CONTRACTOR 13.1 The CONSULTANT is an independent contractor under this Agreement and any Task Orders. Personal services provided by the CONSULTANT shall be by employees or subconsultants of the CONSULTANT and subject to supervision by the CONSULTANT, and not as officers, employees, or agents of the CITY. Personnel policies, tax responsibilities, social security, health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services or work rendered under this Agreement or any Task Orders shall be those of the CONSULTANT. SECTION 14. ASSIGNMENT; AMENDMENTS 14.1 This Agreement shall not be assigned, transferred or otherwise encumbered, under any circumstances, by CONSULTANT, without the prior written consent of the CITY. 14.2 No modification, amendment or alteration in the terms or conditions of this Agreement shall be effective unless contained in a written document executed with the same formality as this Agreement. SECTION 15. INDEMNIFICATION /HOLD HARMLESS 15.1 Pursuant to Section 725.08, Florida Statutes, the CONSULTANT shall indemnify and hold harmless the CITY and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees at all trial and appellate levels, to the extent such liabilities, damages, losses, and costs are caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT or any persons employed or utilized by the CONSULTANT in the performance of this Agreement or any Task Order. SECTION 16. INSURANCE 16.1 The CONSULTANT shall secure and maintain throughout the duration of this Agreement and any Task Order, insurance of such type and in such amounts necessary to protect its interest and the interest of the CITY against hazards or risks of loss as specified below. The underwriter of such insurance shall be qualified to do business in Florida and have agents upon whom service of process may be made in the State of Florida. The insurance coverage shall be primary insurance with respect to the CITY, its officials, employees, agents and volunteers. Any insurance maintained by the CITY shall be in excess of the CONSULTANT'S insurance and shall not contribute to the CONSULTANT'S insurance. The CITY may from time to time review existing insurance coverages and limits and require CONSULANT to add coverages, increase limits or amend insurance policies. The insurance coverages shall include at a minimum: 16.2 Worker's Compensation and Employer's Liability Insurance: Coverage to apply for all employees for Statutory Limits as required by applicable State and Federal laws. The policy(ies) must include Employer's Liability with minimum limits of $500,000.00 each accident. 16.3 Comprehensive Automobile and Vehicle Liability Insurance: This insurance shall be written in comprehensive form and shall protect the CONSULTANT and the CITY against claims for injuries to members of the public and /or damages to property of others arising from the CONSULTANT'S use of motor vehicles or any other equipment and shall cover operation with respect to onsite and offsite operations and insurance coverage shall extend to any motor vehicles or other equipment irrespective of whether the same is owned, non - owned, or hired. The limit of liability shall not be less than $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 that the latest edition of the Business Automobile Liability Policy, without restrictive endorsement, as filed by the Insurance Services Office. 16.4 Commercial General Liability. This insurance shall be written in comprehensive form and shall protect the CONSUTLANT and the CITY against claims arising from injuries to members of the public or damage to property of others arising out of any act or omission to act of the CONSULTANT or any of its agents, employees, or sub - contractors. The limit of liability shall not be less than $1,000,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. a. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: (1) Premises and /or Operations; (2) Independent contractors and Products and /or completed Operations; (3) Broad Form Property Damage, Personal Injury and a Contractual Liability Endorsement, including any hold harmless and /or indemnification agreement. b. The CITY is to be specifically included as an Additional Insured for the liability of the CITY resulting from services or work performed by or on behalf of CONSULTANT in performance of this or any Task Order. CONSULTANT'S insurance, including that applicable to the CITY as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the CITY shall be in excess of and shall not contribute to CONSULTANT'S insurance. CONSULTANT'S insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured in the same manner as if separate policies had been issued to each. 16.5 Professional Liability: The CONSULTANT shall furnish professional liability errors and omissions insurance coverage in an amount not less than $1,000,000.00 with a maximum deductible of $25,000.00 per claim. The CONSULTANT shall be responsible for maintaining this professional liability insurance for a minimum of five (5) years from the date of execution of each Task Order. Upon request of the CITY, the CONSULTANT shall make available for inspection copies of any claims filed or made against the policy during the policy term. The CONSULTANT shall additionally notify the CITY, in writing, within thirty (30) calendar days of any claims filed or made against this policy in excess of $25,000.00 during the policy term. 16.6 Certificate of Insurance: Prior to the execution of this Agreement, CONSULTANT shall provide the Mayor with evidence of insurability from the Consultant's Insurance Carrier or a Certificate of Insurance. Prior to execution of any Task Order, the CONSULTANT shall provide to the Mayor, Certificates of Insurance evidencing the required insurance coverages. The Certificates of Insurance shall not only name the types of policy(ies) provided, but also shall refer specifically to this Agreement and any Task Order and shall state that such insurance is as required by this and any Task Order. The CITY reserves the right to require the CONSULTANT to provide a certified copy of such policies, upon written request by the CITY. If a policy is due to expire prior to the completion of the services, renewal Certificates of Insurance or policies shall be furnished thirty (30) calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the CITY before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Mayor. SECTION 17. REPRESENTATIVE OF CITY AND CONSULTANT 17.1 It is recognized that questions in the day -to -day conduct of this Agreement will arise. The CITY designates the Mayor or his designee, as the person to whom all communications pertaining to the day -to -day conduct of this Agreement shall be addressed. 17.2 CONSULTANT shall inform the CITY Representative, in writing, of the representative of the CONSULTANT to whom all communications pertaining to the day -to -day conduct of this Agreement or any Task Orders shall be addressed. SECTION 18. COST AND ATTORNEY'S FEESIWAIVER OF JURY TRIAL 18.1 If either the CITY or CONSULTANT is required to enforce the terms of this Agreement or any Task Order by court proceedings or otherwise, whether or not formal legal action is required, the prevailing party shall be entitled to recover from the other party all costs, expenses, and attorney's fees, in any state or federal administrative, circuit court and appellate court proceedings. 18.2 In the event of any litigation arising out of this Agreement or any Task Order, each party hereby knowingly, irrevocably, voluntarily and intentionally waives its right to trial by jury. SECTION 19. COUNTERPARTS This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. SECTION 20. CONSULTANT'S RESPONSIBILITIES 20.1 The CONSULTANT and any and all drawings, plans, specifications, or other construction or agreement documents prepared by the CONSULTANT shall be accurate, coordinated and adequate for its intended purposes and shall comply with all applicable CITY Codes, state and federal laws, rules and regulations. 20.2 The CONSULTANT shall exercise the same degree of care, skill and diligence in the performance of the services for each Task Order as is ordinarily provided by a professional disaster recovery assistance consultant under similar circumstances. If at any time during the term of any Task Order or Project for which the CONSULTANT has provided services under a prior Task Order, it is determined that the CONSULTANT'S documents are incorrect, defective or fail to conform to the Scope of Services of the particular Project, upon written notification from the CITY, the CONSULTANT shall immediately proceed to correct the work, re- perform services which failed to satisfy the foregoing standard of care, and shall pay all costs and expenses associated with correcting said incorrect or defective work, including any additional testing, inspections, and construction and reimbursements to the CITY for any other services and expenses made necessary thereby, save and expect any costs and expenses which the CITY would have otherwise paid absent the CONSULTANT'S error or omission. The CITY'S rights and remedies under this section are in addition to, and are cumulative of, any and all other rights and remedies provided by this Agreement, the Task Order, by law, equity or otherwise. 20.3 The CONSULTANT'S obligations under Paragraph 20.2 of this Agreement shall survive termination of this Agreement or any Task Order. SECTION 22. FORCE MAJEURE 21.1 Force Majeure shall mean an act of God, epidemic, lighting, earthquake, fire, explosion, hurricane, flood or similar occurrence, strike, an act of public enemy, or blockade, insurrection, riot, general arrest or restraint of government and people, civil disturbance or similar occurrence, which has had or may reasonably be expected to have a material adverse effect on the rights and obligations under this Agreement, and which, by the exercise of due diligence, such parties shall not have been able to avoid. Such acts or events DO NOT INCLUDE inclement weather (except as noted above) or the acts or omissions of sub - consultants /subcontractors, third -party consultants /contractors, materialmen, suppliers, or their subcontractors, unless such acts or omissions are otherwise encompassed by the definition set forth above. 21.2. No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations, but the obligation of the party or parties relying on such Force Majeure shall be suspended only during the continuance of any inability so caused and for no longer period of said unexpected or uncontrollable event, and such cause shall, so far as possible, be remedied with all reasonable dispatch. 21.3 It is further agreed and stipulated that the right of any party hereto to excuse its failure to perform by reason of Force Majeure shall be conditioned upon such party giving, to the other party or parties, written notice of its assertion that a Force Majeure delay has commenced within ten (10) Working days after such commencement, unless there exists good cause for failure to give such non - performance as caused by Force Majeure unless the failure to give timely notice causes material prejudice to the other party or parties. SECTION 22. NOTICES Whenever either party desires to give notice to the other, it must be given by hand delivery or written notice, sent by certified United States mail, with return receipt requested or a nationally recognized private mail delivery service, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice, to -wit: FOR CONSULTANT: Looks Great Services of MS, Inc. Attn: Kristian Agoglia 1501 Highway 13 North Columbia, MS 39429 FOR CITY: City of Florida City, Florida Attention: Mayor 404 West Palm Drive Florida City, Florida 33034 Telephone: (305) 247 -8221 Facsimile: (305) 242 -8133 WITH A COPY TO: Regine Monestime, Esq. City Attorney 20840 San Simeon Way # 606 Miami, FL. 33179 Telephone: (305) 790 -7710 Facsimile: (305) 653 -4709 SECTION 23. TRUTH -IN- NEGOTIATION CERTIFICATE Signature of this Agreement by CONSULTANT shall act as the execution of a truth -in- negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this Agreement or any Task Order are accurate, complete, and current at the time of contracting. Each Task Order's prices and any additions shall be adjusted to exclude any significant sums by which the CITY determines the Project's Agreement price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments shall be made within one year following the end of each Task Order. SECTION 24. CONSENT TO JURISDICTION The parties submit to the jurisdiction of any Florida state or federal court in any action or proceeding arising out of relating to this Agreement or any Task Order. Venue of any action to enforce this Agreement or any Task Order shall be in Miami -Dade County, Florida. SECTION 25. GOVERNING LAW This Agreement and any Task Order shall be construed in accordance with and governed by the laws of the State of Florida. SECTION 26. HEADINGS Headings are for convenience of reference only and shall not be considered in any interpretation of this Agreement. SECTION 27. SEVERABILITY If any provision of this Agreement or any Task Order or the 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 effect, and be enforced to the fullest extent permitted by law. SECTION 28. 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 by reference. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties execute this Agreement on the respective dates under each signature. The CITY, signing by and through its Mayor and attested to by its City Clerk, is duly authorized to execute same, and by CONSULTANT, by and through its , whose representative has been duly authorized to execute same through a resolution of the corporation or partnership. ATTEST: CITY CLERK CITYOF FLORIDA CITY, FLORIDA a Florida municipal corporation h _ By: `• W Otis T. Wallace, Mayor // Date: R I1S'JiR LOOKS GREA SERVIC OF MS, INC. By: Name: Title: Date: 9Zs /° Fil"t 191,49 i �: 9 ,j. DISASTER DEBRIS REMOVAL AND DISPOSAL PART A Emergency Services — EMERGENCY ROAD CLEARING- from roads to right -of -way, and Utility ROW during the FEMA State, and city declared 72 -hours immediate disaster. Includes Emergency cutting and removing of dangerous limbs that are an immediate threat to public safety, health and welfare See the EMERGENCY Road clearing Rate Sheet: LIMITED 72 HOURS ONLY. ONLY LABOR AND EQUIPMENT EQUIPMENT W/ OPERATORS PER HOUR TRACKHOE J.D. 690 OR EQUAL $190.00 644 LOADER OR EQUAL $185.00 644 LOADER W/ GRAPPLE/ 2 -2.5CY $205.00 D6 DOZER $195.00 BOBCAT /SKIDSTEER W /GRAPPLE -LS180 $90.00 D 6 DOZER (LGP) $250.00 RUBBER TIRE BACKHOE $95.00 TRANSPORT W/ LOBOY $125.00 MAINTENANCE TRUCK $85.00 15 -24 CY DUMP TRUCK $70.00 25 -34CY DUMP TRUCK $85.00 35 -44 CY DUMP TRUCK $100.00 45 -54 CY DUMP TRUCK $115.00 65 -74 CY DUMP TRUCK $130.00 75 + CY DUMP TRAILER $145.00 DIAMOND Z TUB GRINDER $525.00 WATER TRUCK 2000 GAL $75.00 CHAINSAW OPERATOR ( WITH SAFETY GEAR) $85.00 TRAFFIC CONTROL TECHNICIAN (WITH SAFETY GEAR) $65.00 PROJECT MANAGER WITH TRUCK $95.00 FIELD SUPERVISOR WITH TRUCK $85.00 CREW LEADER WITH TRUCK $75.00 HA /MAT REMOVAL- COST , 10% - -- BUCKET TRUCKS LIST SIZES See Below OTHER - 75' BUCKET TRUCK $235.00 OTHER - 60' BUCKET TRUCK $200.00 OTHER - BOBCAT /SKIDSTEER W /GRAPPLE - TS300 $95.00 OTHER - DIAMOND Z TUB GRINDER 1,000+ HP $775.00 OTHER - MORBARK 7600 HORIZONTAL GRINDER $850.00 PART B Debris Removal, Reduction and Disposal Operations and Debris Removal and Reduction Non- Emergency Services Respondents are to make no changes to the following table and are required to till it out completely. Values must be provided for all categories below or the response may be deemed non - responsive. 1. Rights -of -Way Vegetative Collection Rate Vegetative debris collected from public or private right -of -way (ROW) and improved public lands, hauled to, and dumped at the debris management site(s) (Within Roundtrip 30 mile haul) Per Cubic Yard 12.00 2. Condemned Private Property Vegetative Collection Rate Vegetative debris collected from private property deemed to be a safety hazard by the City will be, demolished per note, below, hauled to, and dumped at the debris management site(s). This includes the removal of demolished materials (Within Roundtrip 30 mile haul). Per Cubic Yard 13.00 3. Public Right of Way Construction and Demolition Collection Rate Construction and demolition debris collected from designated work zone, hauled to, and dumped at the debris management site(s) or other designated location (Within Roundtrip 30 mile haul). Per Cubic Yard 13.00 CONDEMED PROPERTIES: In the event condemned properties or unsafe structures are deemed a safety and health hazard to our community, the contractor will provide a per structure price for demolition and proper disposal of condemned property. Per Structure $ 2.05 PER SQUARE FOOT 4. Debris Reduction Debris Reduction of vegetative debris via grinding at temporary debris storage reduction site (TDSR) or other designated location. Price includes set -up, management, maintenance of onsite entry and exit roads, and closure of temporary debris storage and reduction site (TDSR). Per Cubic Yard 6.25 Final Haul out to a permitted disposal facility (Assume 30 mile round trip haul). Per Cubic Yard 6.50 5. Debris Disposal Debris Disposal at permitted Landfill- price to be determined and negotiated. Based upon landfill availability at time of disaster. Leave this price blank. Disposal Tipping fees will be a negotiated or pass through amount. Per Cubic Yard TBD 6. Cutting Partially Uprooted or Split Trees (Leaners). Remove falling partially uprooted or split trees from the ROW, or the overhanging portion of the limb over the ROW, and placing the debris in the ROW for haul -off to designated debris management site. This includes all Utility ROW. For a split leaner (No exposed root ball, price is inclusive of flush cutting the tree trunk. Partially Uprooted Leaner (Price is inclusive of excavating the root ball and placing it in the ROW). Diameter of tree is calculated at 2 -feet from base Less than 24 inches 24 - 36 inches 36 — 48 inches Greater than 48 inches Per Tree $1 ,050.00 Per Tree $1,225.00 Per Tree $1 ,525.00 Per Tree $2,325.00 7. Removal of Dangerous Hanging Limbs (Hangers) - During Debris Removal- Non- Emergency Services. Remove hanging or partially broken limbs from trees in the ROW, or limbs hanging over the ROW, and placing the debris in the ROW for haul -off. Trees with hazardous limbs > 24 inches Per Tree 175.00 8. Stump Removal and Collection Rate Removal and collection of stumps partially uprooted in the ROW. Stumps will be identified and certified in the ROW by the City or its representative. Stumps will be hauled to and dumped at a debris management site(s) or other designated location. Diameter of Stump at 2 -feet from base Less than 24 inches Per Tree $450.00 24 - 36 inches Per Tree $650.00 37 — 48 inches Greater than 48 inches 9. B a c k f i I I Per Tree $850.00 Per Tree $1,500.00 Supply and placement of clean fill dirt into holes created by stump, tree, or bush removal in the ROW. Per Cubic Yard 25.00 10. Reduction of Construction &Demolition debris at debris management site(s) or other designated location. Per Cubic Yard 6.25 11. Final Haul -out of reduced vegetative debris, (include disposal costs) Reduced vegetative debris hauled from debris management site(s) or other designated location to final disposal site. Not including Disposal costs. Within 20 mile roundtrip haul- Per Cubic Yard $6.50 Within 30 mile roundtrip haul- Per Cubic Yard 7.00 Disposal and Tipping fees will be negotiated or established as a pass through amount. 12. Haul reduced C &D debris to final disposal site (include disposal costs) Reduced C &D debris hauled from debris management site(s) or other designated location, to final disposal site. Within 20 mile roundtrip haul- Per Cubic Yard $ 6.50 Within 30 mile roundtrip haul- Per Cubic Yard-$ 7.00 Disposal and Tipping fees will be negotiated or pass through amount. ADDITIONAL SERVICES PER AUTHORIZED TASK WORK ORDERS FEMA PROGRAM ASSISTANCE AND GRANTS MANAGEMENT FEMA PROGRAM ASSISTANCE RATES SPECIALTY RATE PROJECT DIRECTOR $ 150.00 ASST. PROJECT DIRECTOR $135.00 HAZARD MITIGATION SPECIALIST $ 150.00 FEMA PROGRAM ASST. PROJECT SPECIALIST $ 150.00 FIELD SUPERVISOR $ 95.00 SAFETY SUPERVISOR $ 80.00 ADMINISTRATIVE ASSISTANT /BILLING & INVOICING $ 35.00 TICKET /DATA ENTRY $ 30.00 GRANTS MANAGEMENT 95.00 OTHER- TRAFFIC CONTROL $ 65.00 OTHER- PROJECT ENGINEER $ 150.00 OTHER - OTHER- OTHER- OTHER- OTHER- $ -Rates include all costs including payroll, per diem, mobile phones, etc. Travel and hotel will be billed at cost.