CO_-_Term_Contract_-_WILHELM_BROTHERS,_INC._-_Contract_SR_2094-02_-_4-19-2021.pdf

TERM CONTRACT FOR

MOWING COUNTY PRESERVES- ZONE 2

THIS TERM CONTRACT is made and entered into as of the date of execution by both parties, by and between Sarasota County, a political subdivision of the State of Florida, hereinafter referred to as the “County” and Wilhelm Brothers, Inc., a Florida corporation, hereinafter referred to as “Contractor.”

WITN ESSETH

WHEREAS, the County requires the services of a contractor to perform bush hog trail mowing, finish mowing and weed eating for county preserves; and, WHEREAS, the County issued Invitation for Bids (IFB) Solication #212094CB on December 23, 2020; and, WHEREAS, the County evaluated the responses received and found the Contractor qualified to perform the necessary services; and, WHEREAS, the County approved a Notice of Recommended Award on February 24, 2021; and, WHEREAS, the Contractor has reviewed the services required pursuant to this Term Contract and is qualified, willing and able to provide and perform all such services in accordance with its terms.

NOW, THEREFORE, the County and the Contractor, in consideration of the mutual covenants contained herein, do agree as follows:

I. CONTRACTOR’S SERVICES

The Contractor agrees to diligently provide all materials, services and labor for Mowing County Preserves- Zone 2 in accordance with the scope of services made part of this Term Contract as Exhibit A, attached hereto and incorporated herein.

II. TERM

This Term Contract shall commence immediately upon execution by both the County and the Contractor and shall continue for a period of three years. This Term Contract may be renewed for up to two additional one year periods subject to written agreement of both parties.

III. COMPENSATION AND PAYMENT OF CONTRACTOR’S SERVICE

A. The County shalt pay the Contractor for the services rendered hereunder and completed in accordance with the terms and conditions of this Term Contract a total amount not to exceed One Hundred Thirty-Six Thousand Nine Hundred Fifty Dollars and Zero Cents ($136,950.00) for the initial three-year term.

Procurement Contract #SR 2094-02 Page 1 of 27 Revised 06/01/20

B. Notwithstanding the preceding, Contractor shall perform no work under this Term Contract until receipt of a purchase order from the County.

Contractor acknowledges and agrees that no minimum amount of work is guaranteed under this Term Contract and County may elect to issue no purchase orders. If a purchase order is issued, the County reserves the right to amend, reduce or cancel the purchase order in its sole discretion.

C. The County’s performance and obligation to pay under this Term Contract is contingent upon an appropriation of lawfully available funds by the Board of County Commissioners. The County shall promptly notify the Contractor if the necessary appropriation is not made.

IV. METHOD OF PAYMENT

A. The County shall pay the Contractor through payment issued by the Clerk of the Circuit Court in accordance with the Local Government Prompt Payment Act, §218.70, et seq. F.S., upon receipt of the Contractor’s invoice and written approval of same by the County’s Administrative Agent indicating that services have been rendered in conformity with this Term Contract.

B. The Contractor shall submit invoices for payment to the address indicated on the purchase order for those specific services provided pursuant to Exhibit B, Fee Schedule, attached hereto and incorporated herein.

C. The Contractor’s invoices shall be in a form satisfactory to the Clerk of the Circuit Court, who shall initiate disbursements. The Contractor is responsible for providing all necessary documentation that may be required by the County.

V. ADDITIONAL SERVICES

A. No changes to this Term Contract or the performance contemplated hereunder shall be made unless the same are in writing and signed by both the Contractor and the County.

B. If the County’s Administrative Agent requires the Contractor to perform additional services related to this Term Contract then the Contractor shall be entitled to additional compensation based on the Fee Schedule, as amended, to the extent necessary to accommodate such additional work.

The additional compensation shall be agreed upon before commencement of any additional services or changes and shall be incorporated into this Term Contract by written amendment. The County shall not pay for any additional service or work performed before a written amendment to this Term Contract.

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Notwithstanding the preceding, in the event additional services are requited as a result of error, omission or negligence of the Contractor, the Contractor shall not be entitled to additional compensation.

VI. LIABILITY OF CONTRACTOR

A. The Contractor shall save, defend, indemnify and hold harmless the County from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of any act, neglect, error, omission or default of the Contractor arising out of or in any way connected with the Contractor or subcontractor’s performance or failure to perform under the terms of this Term Contract.

B. This section shall survive the termination or expiration of this Term Contract.

VII. CONTRACTOR’S INSURANCE

Contractor shall procure and maintain insurance as specified in Exhibit C, Insurance Requirements, attached hereto and made a part of this Term Contract.

VIII. RESPONSIBILITIES OF THE CONTRACTOR

A. The personnel assigned by the Contractor to perform services shall comply with the terms set forth in this Term Contract. The Contractor shall ensure that all personnel and other agents are fully qualified and capable to perform their assigned tasks

B. The Contractor agrees to respond to communication from the County within three working days unless a shorter response time is specified by the County.

C. The 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 Term Contract 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 the Contractor; any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of this Term Contract.

D. The Contractor covenants and agrees that it and its employees shall be bound by the Ethical Standards as set forth in the Sarasota County Procurement Manual. The Contractor agrees to incorporate the provisions of this paragraph in any subcontract into which it might enter with reference to the work performed.

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E. Contractor agrees that it and its employees shall communicate with County employees and members of the public in a civil manner. All aspects of a Contractor’s performance, including complaints received from County employees or members of the public, may impact the County’s decision to renew or terminate this Term Contract in accordance with the provisions contained herein. The County further reserves the right to suspend or debar the Contractor from consideration for award of future contracts in accordance with the Sarasota County Procurement Code if the Contractor does not abide by the terms of this subsection.

F. Pursuant to §287.133(2)(a), F.S., a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in §287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

G. The Contractor shall comply with all federal, state, and local laws, regulations and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Term Contract.

H. The Contractor shall maintain books, records, documents, and other evidence directly pertaining to or connected with the services under this Term Contract which shall be available and accessible at the Contractor’s offices for the purpose of inspection, audit, and copying during normal business hours by the County, or any of its authorized representatives.

Such records shall be retained for a minimum of five (5) fiscal years (from October to September) after completion of the services.

I. §287.135, F.S., prohibits agencies from contracting with companies for goods or services that are on the Scrutinized Companies that Boycott Israel List, or with companies that are engaged in a boycott of Israel, and from contracting with companies for goods or services of $1,000,000 or more that are on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations in Cuba or Syria. The lists are created pursuant to §215.473 and §215.4725, F.S. Contractor certifies that it is not listed on the Scrutinized Companies that Boycott Israel List, the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and is not engaged in a boycott of Israel or engaged in business operations in

Procurement Contract #SR 2094-02 Page 4 of 27

Cuba or Syria, and understands that pursuant to §287.135, F.S., the submission of a false certification may subject Contractor to civil penalties, attorney’s fees, and/or costs. In accordance with §287.135, F.S., the County may terminate this Contract if a false certification has been made, or the Contractor is subsequently placed on any of these lists, or engages in a boycott of Israel or is engaged in business operations in Cuba or Syria.

J. The Contractor shall notify the County’s Administrative Agent at least one

(1) day in advance of any meeting between the Contractor and any County Commissioner, regulatory agency or private citizen related to this Term Contract.

K. The Contractor is, and shall be, in the performance of all work, services and activities under this Term Contract, an independent contractor. Contractor is not an employee, agent or servant of County and shall not represent itself as such. All persons engaged in any work or services performed pursuant to this Term Contract shall at all times, and in all places, be subject to the Contractor’s sole direction, supervision and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Contractor’s relationship and the relationship of its employees to the County shall be that of an independent contractor and not as employees of the County. The Contractor shall be solely responsible for providing benefits and insurance to its employees.

IX. FORCE MAJEURE

The Contractor specifically agrees that all work performed under the terms and conditions of this Term Contract shall be completed within the time limits as set forth herein, or as otherwise identified in the County’s purchase order or specified by the County’s Administrative Agent, subject only to delays caused by force majeure, or as otherwise defined herein. “Force majeure” shall be deemed to be any cause affecting the performance of this Term Contract arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the parties.

X. OBLIGATIONS OF COUNTY

A. The County’s Administrative Agent is designated to do all things necessary to properly administer the terms and conditions of this Term Contract, including, but not limited to:

1. Review of all Contractor payment requests for approval or rejection.

2. Periodic reviews of the work of the Contractor as necessary for the completion of the Contractor’s services during the period of this Term Contract.

Procurement Contract #SR 2094-02 Page 5 of 27

B. The County shall not provide any services to the Contractor in connection with any claim brought on behalf of or against the Contractor.

XI. TERMINATION

A. The County shall have the right at any time upon thirty (30) calendar days’ written notice to the Contractor to terminate the services of the Contractor for convenience. The County shall pay to the Contractor and the Contractor shall accept as full payment for its services, a sum of money equal to the work completed in any commenced but incomplete services.

B. Any failure of the Contractor to satisfy the requirements of this Term Contract, as documented by the Administrative Agent, shall be considered a default of the Term Contract and sufficient reason for termination.

1. For defaults that are curable (as determined by the County), the Contractor shall be notified in writing by the County and shall have an opportunity to cure such default(s) within ten (10) working days after notification.

2. For defaults that are not curable (as determined by the County), notice of the termination date shall be given as deemed appropriate by the County.

C. In the event the County’s termination of this Term Contract for default is in any way deficient, at the option of the County such termination shall be deemed to be a termination for convenience pursuant to Section XI.A.

above.

D. The parties may mutually agree to terminate this Term Contract. Such termination shall be evidenced by a notice issued by the County. The County shall pay to the Contractor and the Contractor shall accept as full payment for its services, a sum of money equal to the work completed in any commenced but incomplete services.

E. In the event that the Contractor has abandoned performance under this Term Contract, then the County may terminate this Term Contract upon three (3) calendar days’ written notice to the Contractor indicating its intention to do so. Payment for work performed prior to the Contractor’s abandonment shall be as stated above. Contractor shall have one hundred and eighty (180) days to submit invoices. Invoices submitted after one hundred and eighty (180) days may not be accepted for payment.

F. The Contractor shall have the right to terminate services only in the event of the County failing to pay the Contractor’s properly documented and submitted invoice within ninety (90) calendar days of the approval by the County’s Administrative Agent.

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G. The County reserves the tight to terminate and cancel this Term Conttact in the event the Contractot shall be placed in either voluntary or involuntary bankruptcy or an assignment be made for the benefit of creditors.

H. After consultation with and written notice to the Contractor providing a reasonable opportunity to cure, the County shall have the right to refuse to make payment, in whole or part due to:

1. The quality of a portion, or all, of the Contractor’s work not performed in accordance with the requirements of this Term Contract;

2. The quantity of the Contractor’s work not delivered or performed as represented in the Contractor’s Payment Request, or otherwise;

3. Claims made, or likely to be made, against the County or its property;

4. Damages to the County or a third party caused by the Contractor;

5. The Contractor’s failure or refusal to perform any other obligation under this Term Contract.

XII. DISPUTE RESOLUTION

A. To the extent Chapter 558, F.S. is applicable, the parties expressly opt out of the requirements of Chapter 558, F.S., within the meaning of §558.005(1), F.S.

B. In the event of a dispute or claim arising out of this Term Contract, the parties agree first to try in good faith to settle the dispute by direct discussion. If this is unsuccessful, the parties may enter into mediation in Sarasota County, Florida, with the parties sharing equally in the cost of such mediation.

C. In the event mediation, if attempted, is unsuccessful in resolving a dispute, the parties may proceed to litigation as set forth below.

D. Any dispute, action or proceeding arising out of or related to this Term Contract will be exclusively commenced in the state courts of Sarasota County, Florida, or where proper subject matter jurisdiction exists in the United States District Court for the Middle District of Florida. Each party irrevocably submits and waives any objections to the exclusive personal jurisdiction and venue of such courts, including any objection based on forum non conveniens.

E. The parties hereby waive all rights to trial by jury for any litigation concerning this Term Contract.

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F. This Term Contract and the rights and obligations of the parties shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.

G. Unless otherwise agreed in writing, the Contractor shall be required to continue its services and all other obligations under this Term Contract during the pendency of claim or dispute including, but not limited to, actual period of mediation or judicial proceedings.

XIII. STOP WORK ORDER

The County’s Administrative Agent may at any time, by written order to the Contractor, require the Contractor to stop all or any part of the work called for by this Term Contract. Any order shall be identified specifically as a stop work order issued pursuant to this clause. This order shall be effective as of the date the order is delivered to the Contractor. Upon receipt of such an order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. The Contractor shall not resume work unless specifically so directed in writing by the County. The Administrative Agent shall take one of the following actions:

1. Cancel the stop work order; or

2. Terminate the work covered by the order; or

3. Terminate the Term Contract in accordance with provisions contained in Section XI.A.

In the event the County determines to not direct the Contractor to resume work, the stop work order may be converted into a notice of termination for convenience pursuant to Section XI.A. The notice period for such termination shall be deemed to commence on the date of issuance of the stop work order.

In the event the County does not direct the Contractor to resume work within ninety (90) days, the Contractor may terminate this Term Contract.

XIV. PUBLIC RECORDS

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 CUSTODIAN OF PUBLIC RECORDS AT:

Sarasota County Public Records office 1660 Ringling Blvd.

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Sarasota, FL 34236

Phone: 941-861-5886 Email: publicrecords@scgov.net

XV. MISCELLANEOUS

A. This Term Contract constitutes the sole and complete understanding between the parties and supersedes all other contracts between them, whether oral or written with respect to the subject matter. No amendment, change or addendum to this Term Contract is enforceable unless agreed to in writing by both parties and incorporated into this Term Contract.

B. Time is of the essence with regard to each and every aspect of the Contractor’s performance under this Term Contract.

C. The language of this Term Contract shall be construed, in all cases, according to its fair meaning and not for or against any party hereto.

D. The parties hereto do not intend nor shall this Term Contract be construed to grant any rights, privileges or interest to any third party.

E. The Contractor shall not assign any interest in this Term Contract and shall not transfer any interest in same (whether by assignment or novation) without the prior written consent of the County, except that claims for the money due or to become due to the Contractor from the County under this Term Contract may be assigned to a financial institution or to a trustee in bankruptcy without such approval from the County. Notice of any such transfer or assignment due to bankruptcy shall be promptly given to the County.

F. The exercise by either party of any tights or remedies provided herein shall not constitute a waiver of any other tights or remedies available under this Term Contract or any applicable law.

G. If any term, condition, or covenant of this Term Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Term Contract shall be valid and binding on each party.

H. The parties covenant and agree that each is duly authorized to enter into and perform this Term Contract and those executing this Term Contract have all requisite power and authority to bind the parties.

I. Neither the County’s review, approval or acceptance of, nor payment for, the services required under this Term Contract shall be construed to operate as a waiver of any rights under this Term Contract or of any cause of action arising out of the performance of this Term Contract.

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J. The rights and remedies of the County provided for under this Term Contract are in addition to any other rights and remedies provided by law.

K. If the Contractor is comprised of more than one legal entity, each entity shall be jointly and severally liable hereunder.

L. This Term Contract may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

M. The County may unilaterally extend this Term Contract up to ninety (90) days beyond its expiration. The unit prices in effect on the last day of this Term Contract shall remain in effect for the extension period.

N. Any notices of default or termination shall be sufficient if sent by the parties via United States certified mail, postage paid, or via a nationally recognized delivery service, to the addresses listed below:

Contractor’s Representative: County’s Administrative Agent:

Name: Benjamin Wilhelm Name: Ten Stabler

Title: Vice President Title: Business Professional

Address: 5921 Porter Way Address: 1660 Ringling Blvd

Sarasota, FL 34232 Sarasota, FL 34236

Telephone: 941-724-1666 Telephone: (941) 861-9935

Facsimile: 941-371-1922 Facsimile: N/A .benjamin@wilhelmbroE-mail: sinc.com E-Mail: tstabler@scgov.net

0. Any change in the County’s Administrative Agent or the Contractor’s Representative will be promptly communicated by the party making the change.

P. Paragraph headings are for the convenience of the parties and for reference purposes only and shall be given no legal effect.

Q. The solicitation and all attachments and addenda thereto are hereby incorporated in the Term Contract by reference.

R. In the event of conflicts or inconsistencies, the documents shall be given precedence in the following order:

1. Term Contract

2. Solicitation

3. County’s Purchase Order

Procurement Contract #SR 2094-02 Page 10 of 27

IN WITNESS WHEREOF, the parties have executed this Term Contract as of the date last below written.

Approved as to form and corte tness:

BY: L

(JC TYAflORNEYç5b

SARASOTA COUNTY

BOARD OF COUNTY COMMISSIONERS

OF SARA OTA COUNTY, FLORIDA

BY:

Jennifer Slusarz, , CPPB

Procurement Official

DATE: Lk1\,(Q1ZJ2,I Executed by the Procurement Official Pursuant to Chapter 5 of the Sarasota

Procurement Contract #SR 2094-02 Revised 06/01/20

WITNESS:

Signed By:

Print Name: Ii d-

SignedBj t

Print Name:

Title:

ti4’Jhehi

VP

Date:

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County Procurement Manual

EXHIBIT A

SCOPE OF SERVICES

1. BACKGROUND

Parks, Recreation and Natural Resources (PRNR) requires a Contractor to provide mowing services at the County’s preserve sites. The services required include bush hog trail mowing, finish mowing, and weed eating. The preserve sites requiring services are as shown:

ZONE 2

2-1 T. Mabry Carlton, Jr. Memorial Reserve 1255 Mabry Carlton Parkway, Venice

2. CONTRACTOR RESPONSIBILITIES

A. Every Contractor crew must have at least one employee on site that can effectively communicate in English with the County staff and with the general public.

B. Contractor’s tractors shall be equipped with fire extinguishers.

C. Contractor will coordinate work so that there is minimal to no interruption to daily work at any location.

D. Contractor is responsible for any damage to County or third-party property caused by the Contractor or their employees. Restoration shall be made to the County’s satisfaction.

E. Contractor is required to participate in performance and project report meetings as deemed necessary by the County.

F. Contractor shall provide all personnel and equipment necessary to perform the services described herein.

G. All employees of the Contractor shall be considered to be, all times, the sole employees of the Contractor, under the Contractor’s sole direction, unless the use of sub-contractors has been approved by the County.

H. Contractor shall ensure conditions on the work site reflect good housekeeping and safety practices at all times. The Contractor shall be responsible for all trash and debris disposal from the work site.

I. Contractor’s equipment shall be removed from the site no more than three business days after completion of work.

J. The Contractor shall require all personnel to practice proper decontamination procedures for all equipment (including personal protective gear) to avoid unnecessary spreading of invasive and exotic pest plant species within and from each site. Decontamination protocols include blowing off or spraying down all equipment surfaces including the undercarriage and tires to ensure that mud, sand, dirt, muck and vegetative debris and other debris is not transported from the previous site.

3. MOWING/WEED EATING

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A. Trail/fire break mowing: Trails/fire breaks are of varying widths (6 feet —

30 feet) and have varying heights of vegetation. Road shoulders along roads may vary from a few feet up to 25 feet in width. Trails that are under water or saturated should be avoided. Some trails as indicated on aerial maps are only 6 feet wide and require decks no wider than 6 feet; other trails can accommodate wider decks.

B. Terrain is frequently uneven. Contractor shall not gouge or scrape uneven areas.

C. Trail hazards may include feral hog rooting damage, swales, stumps, wasp nests, low hanging tree limbs, and possibly downed trees. The contractor shall remove any branches or trees that have fallen across the trail or firebreak rather than mow around them. The Contractor shall be prepared to cut up fallen trees and/or move them off trail or firebreak.

D. Mowed height of grass should be 4 inches ±1 inch. Mowed grass should be cleanly and evenly cut leaving no uncut strips or shredded tops.

E. Some trails, firebreaks or picnic areas may requite a heavy-duty rotary mower/tractor designed for tall, tough grass and small diameter (<2 inches) brush. The Contractor shall maintain trails at the width described on the aerial maps. This may require equipment capable of mowing saw palmetto, sprouts of woody shrubs and/or tough grass. The mower/tractor should be of sufficient size and horsepower to operate the mower in back country conditions.

F. Finish mowing shall occur at the entrances, picnic areas, tights-of-way, some trails, and areas that are primarily grassy. Finish mowing is defined as clean cut from sharp blades, with no ragged edges, using a zero turn or similar style lawn tractor. The final cut shall be 4 inches high ± 1 inch.

G. All grass under and around gates shall be mowed or trimmed.

H. Weed-eating shall occur around amenities such as gates, parking lots, wooden fences, picnic areas, pedestrian walk-thru areas, trail markers, trash cans, signs, etc. and provide a clean, even appearance. Weed eating shall occur at least under fence and one foot on either side of the fence to meet mowed edges. There shall be no strips of uncut grass between mowed and weed eating areas. Sprouts of woody shrubs and vines may be present, requiring blades instead of string to weed-eat under fences and around infrastructure. Wooden posts, fences or signs shall not be damaged by equipment.

I. Any trash found in the trails or other areas requiring mowing, shall be picked up and disposed of properly prior to mowing/weed eating and not shredded by equipment.

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]. Some County sites may have areas with protected species (gopher tortoises, eagles, native orchids, etc.) that may require special attention or need to be avoided. County staff will make Contractor aware of these considerations and the Contractor shall keep all work crews in compliance with these environmental issues and any associated regulations.

K. The County requires finish mowers to be equipped with a shredding/mulching mower deck. No other type of mower will be allowed.

This specialized deck does not discharge grass clippings. Any mower that blows grass clippings out the sides or rear is unacceptable.

4. COUNTY PRESERVE SITES AND MOWING EVENTS

A. Site specific service requirements and preserve locations are provided below. The preserve site specific maps are located in Attachment 1-Site Maps, attached herein.

Item Event

No Preserve Name Event Description Quantity

‘ (Annual)

Mow Carlton Parkway (entire 1.90-mile paved 2-1- T. Mabry Canton, Jr. road length) with finish mower from edge of

12A Memorial Reserve pavement to brush/fence line: approximately 8 acres.

Weed-eat around all culverts, gates (6), light poles (7), power poles (70) and all fencing2-1- T. Mabry Carlton, Jr.

. along the Canton Parkway (5680 feet total- 12B Memorial Reserve 2840 feet on each side of Parkway) as well as fencing under power lines (200 feet total)

Mow maintenance bldg/Ted shed area with 2-1- T. Mabry Carlton, Jr. finish mower: approximately 4 acres. Weed-

12C Memorial Reserve eat around all structures, materials and equipment.

Mow Wellfield Road: 7 miles in length, approximately 42 acres. Weed-eat around all2-1- T. Mabry Canton, Jr.

. culverts, waterline pressure valves (30), road 12D Memorial Reserve signs (16), trail markers (14), and power poles (125) along the Weilfield Road.

Mow canoe launch access road/area:

approximately 1 acre and weed-eat 2200 feet2-1- T. Mabry Carlton, Jr.

. along Border Rd fence line (one foot on both 12E Memorial Reserve sides of fence) from canoe launch to reserve entrance.

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Carlton Public Park front entrance area and entrance/exit roads (1.5 acres) - Weed-eat2-1- 1. Mabry Carlton, Jr.

. around all signs, gates, and posts. Mow one 12F Memorial Reserve pass (approximately 5 feet) along each edge of entrance/exit toads.

Carlton Public Park parking lots — Pick up vegetative debris such as palm fronds and branches prior to mowing. Main Parking Lot -

Weed-eat around parking bumpers, signs, kiosks, and garbage cans (600 feet). Mow all grass in parking lot to edge of brush line (1

2-1- 1. Mabry Carlton, Jr. acre). Equestrian parking lot — Mow all grass 12G Memorial Reserve inside parking lot, 15 feet around picnic shelters and mow one pass on outside perimeter of wood mortise fence (1 acre).

Weed-eat under mortise fence and one foot on either side of fence (485 feet). Weed-eat around picnic shelters, picnic tables, garbage cans, and horse hitching posts (50 feet).

Pole Barn, Maintenance Sheds, Visitors Cabin

— Pick up vegetative debris such as palm fronds and branches. Mow open grassy areas around and between buildings and picnic area2-1- T. Mabty Canton, Jr.

. (3.5 acres). Weed-eat around all buildings 12H Memorial Reserve and structures (cabin, pole barn, sheds, restroom, water treatment plant, picnic areas, paver block trail, and pavilion) (1100 feet).

Telemetry Monitoring Sites — Mow grassy

2-1-I T. Mabry Carlton, Jr. areas within each site to edge of brush line.

12Memorial Reserve Weed-eat around all structures within each site. Each site is approximately 0.10 acre.

Bush hog and weed-eat around Well 59 and

2-1-J T. Mabry Carlton, Jr. Well 60 near water treatment plant on the 12Memorial Reserve Carlton Reserve (approximately 15 feet diameter, each).

Rough cut mow and weed-eat at Big Slough2-1- T. Mabry Canton, Jr. .

K Memorial Reserve Preserve inside fenced area (approximately 12

0.5 acres).

Rough cut mow and weed-eat at Carlton2-1- T. Mabry Carlton, Jr. .

. Reserve Cowboy Camp (around buildings — 12L Memorial Reserve approximately 0.7 acres).

Procurement Contract #SR 2094-02 Page 15 of 27

B. Mowing events shall be scheduled by the Contractor, providing the designated site manager with five business days advance notice. Business day is defined as Monday-Friday 7am -5pm, excluding County observed holidays. Site managers individually will establish an annual schedule.

C. Miscellaneous Bush Hog Mowing: In addition to the scheduled events identified in Section 4.A, miscellaneous bush hog mowing as an additional service may be required. This service, when requested by the County, shall be for no more than 50 acres, occurring as a one-time event, per zone, per year.

5. INVOICING

A. Contractor shall invoice after each event at the rate on the Fee Schedule.

(END EXHIBIT A)

Procurement Contract #SR 2094-02 Page 16 of 27

EXHIBIT B

FEE SCHEDULE

Item Preserve Name UOM

2-1-A T. Mabry Canton, Jr. Memorial Reserve Each $320.00

2-1-B I. Mabry Canton, Jr. Memorial Reserve Each $320.00

2-1-C T. Mabry Carlton, Jr. Memorial Reserve Each $200.00

2-1-D T. Mabry Carlton, Jr. Memorial Reserve Each $1,500.00

2-1-E T. Mabry Carlton, Jr. Memorial Reserve Each $120.00

2-1-F T. Mabry Canton, Jr. Memorial Reserve Each $100.00

2-1-G T. Mabry Carlton, Jr. Memorial Reserve Each $200.00

2-1-H T. Mabry Canton, Jr. Memorial Reserve Each $400.00

2-1-I T. Mabry Carlton, Jr. Memorial Reserve Each $100.00

2-1-J T. Mabry Carlton, Jr. Memorial Reserve Each $160.00

2-1-K T. Mabry Carlton, Jr. Memorial Reserve Each $160.00

2-1-L T. Mabry Carlton, Jr. Memorial Reserve Each $120.00

2-2 Miscellaneous Bush Hog Mowing Acre $25.00

Procurement contract #SR 2094-02 Page 17 of 27

EXHIBIT C

INSURANCE REQUIREMENTS

For purposes of this Exhibit C, the terms “Vendor,” “Contractor” and “Consultant” shall be interchangeable and the terms “Contract,” “Term Contract” and “Agreement” shall be interchangeable.

CONTRACTOR’S INSURANCE

Contractor shall, on a primary basis and at its sole expense, maintain in full force and effect, at all times during the life of this Contract, insurance coverage (including endorsements) and limits as described herein. These requirements, as well as the County’s review or acceptance of insurance maintained by Contractor, are not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this Contract.

Insurance requirements itemized in this Contract and required of the Contractor shall extend to all subcontractors to cover their operations performed under this Contract. The Contractor shall be responsible for any modifications, deviations, or omissions in these insurance requirements as they apply to subcontractors.

Insurance carriers providing coverage required herein must be licensed to conduct business in the State of Florida and must possess a current A.M. Best’s Financial Strength Rating of A- Class VII or better.

Each insurance policy required by this Contract shall apply separately to each insured against whom claim is made and suit is brought, except with respect to limits of the insurer’s liability.

The Contractor shall be solely responsible for payment of all premiums, deductibles, and retentions to which such policies are subject.

Contractor shall furnish Certificates of Insurance to the County Administrative Agent evidencing the types and amounts of coverage, including endorsements, required by this Contract prior to commencement of work and prior to expiration of the insurance contract, when applicable. Such Certificate(s) of Insurance shall be required to provide County with 5-day prior written notice of any policy cancellation or non-renewal.

The County reserves the right to review, reject, or accept any required policies of insurance, including limits, coverage, or endorsements, herein from time to time throughout the term of this Contract. County reserves the right, but not the obligation, to review and reject any insurer providing coverage due to its poor financial condition or failure to operate legally.

A. WORKERS’ COMPENSATION: Contractor agrees to maintain Workers’ Compensation insurance in accordance with Florida Statutes, Chapter 440.

Employers Liability to be included with a minimum limit of $100,000.00 per accident/per disease/per employee. If work is to be performed over

Procurement Contract #5R 2094-02 Page 18 of 27

EXHIBIT C

INSURANCE REQUIREMENTS

or adjacent to navigable water and involves maritime exposure, applicable LHWCA, Jones Act, or other maritime law coverage shall be included.

In the event the Contractor has “leased” employees, the Contractor or the employee leasing company must provide evidence of a Workers’ Compensation policy for all personnel on the worksite.

Contractors who are exempt from Florida’s Workers’ Compensation law must provide proof of such exemption issued by the Florida Department of Financial Services, Bureau of Workers’ Compensation.

B. COMMERCIAL GENERAL LIABILITY: Contractor agrees to maintain Commercial General Liability per ISO form CG0001 or its equivalent, including but not limited to coverage for premises and operations, personal injury, products & completed operations, liability assumed under an insured contract, and independent contractors with limits of not less than $1,000,000.00 each occurrence, $2,000,000.00 aggregate covering all work performed under this Contract. Contractor agrees to endorse Sarasota County Government as an additional insured on the Commercial General Liability coverage.

C. BUSINESS AUTOMOBILE LIABILITY: Contractor agrees to maintain Business Automobile Liability with limits not less than $500,000.00 combined single limit for each accident covering all Owned, Non-Owned & Hired automobiles used in the performance of this Contract. In the event Contractor does not own automobiles, Contractor agrees to maintain coverage for Hired & Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

If the Contractor is shipping a product via common carrier, the contractor shall be responsible for any loss or damage sustained in delivery/transit.

Procurement Contract #5R 2094-02 Page 19 of 27

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