Quote_Addendum.pdf

City of St. Petersburg Quote Addendum

THIS QUOTE ADDENDUM (“Addendum”) applies to the purchase of goods and/or services identified in the Quote to which this Addendum is attached, and this Addendum supplements the terms and conditions of the Quote (as defined herein), if any, with respect to the purchase of goods and/or services by the City of St. Petersburg, Florida (“City”) from the individual or entity identified as the vendor, contractor, or equivalent in the Quote (hereinafter, “Vendor”) (the City and the Vendor collectively referred to hereinafter as the “Parties”).

1. Agreement Components. The agreement between the City and the Vendor consists of the following component documents (collectively, the “Agreement”):

A. This Addendum.

B. The proposal, offer, quote, contract, agreement, terms and conditions, or other similar document provided by the Vendor to the City, as applicable, (hereinafter, “Quote”) to which this Addendum is attached.

2. Vendor Duties. Vendor shall perform the services or provide the goods identified in the Quote in full and complete accordance with the Agreement.

3. Payment. Provided Vendor faithfully performs its obligations contained in the

Agreement, the City shall pay Contractor for services rendered and/or goods accepted by the City in accordance with this Agreement; provided, however, that the City is not required to pay Vendor for services or goods unless they conform to the requirements of the Agreement. Vendor shall invoice the City in accordance with the procedures established by the City, and the City shall pay each invoice in accordance with the Local Government Prompt Payment Act.

4. Order of Precedence. In the event of an inconsistency or conflict between or among the documents comprising the Agreement as identified in paragraph 1 of this Addendum, the following order of precedence governs: (i) this Addendum, then (ii) the Quote.

5. Conflicts. Any provisions contained in the Quote, including any provisions contained at a URL referenced in the Quote, that (i) conflict with any of the terms and conditions in this Addendum, (ii) require the City to indemnify, defend, or hold the Vendor harmless; (iii) require a dispute resolution process or method (including but not limited to binding arbitration);

(iv) provide for the award of attorneys’ fees to the prevailing party; (v) waive any remedy available to the City in law or equity (including but limited to the right to a jury trial); (vi) require the City to purchase insurance; or (vii) limit the Vendor’s liability to a maximum dollar amount, are hereby rejected by the City and deemed to be void and of no effect.

6. Effective Date; Term. The Agreement is effective only when this Addendum is signed by both Parties. If the date established for Vendor’s performance in the Quote predates the date on which this Addendum is signed by both Parties, this Addendum and the Agreement are effective retroactive to the date of the Vendor’s initial performance, and that date of initial performance is deemed the effective date of the Agreement. Otherwise, the date on which the last party signs this Addendum is deemed the effective date of the Agreement. The Agreement will continue in effect until the end of the term established by the Quote, unless (i) terminated on an earlier date in accordance with the Agreement or (ii) renewed in accordance with paragraph 7 of this Addendum.

7. Renewal. At the conclusion of the term of the Agreement, the Agreement will be renewed or extended only if the City provides explicit written consent to such renewal or extension.

Vendor acknowledges that the City does not consent to any “automatic” renewal or extension of the Agreement that would occur without explicit written consent of the City.

8. Governing Law and Venue. The laws of the State of Florida govern the

Agreement. Venue for any action brought in state court must be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court must be in the Middle District of Florida, Tampa Division, unless a division is created in St. Petersburg or Pinellas County, in which case the action must be brought in that division. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue.

Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

9. Compliance with Laws. Vendor shall comply at all times with all federal, state, and local statutes, rules, regulations and ordinances, the federal and state constitutions, and the orders and decrees of lawful authorities having jurisdiction over the matter at issue (collectively, “Laws”), including but not limited to Florida laws regarding public records. Vendor hereby makes all certifications required under Florida Statute section 287.135. Vendor shall also comply with all applicable City policies and procedures.

10. Indemnification.

A. Vendor shall defend at its expense, pay on behalf of, hold harmless and indemnify the City, its officers, employees, agents, elected and appointed officials and volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (collectively, “Claims”), whether or not a lawsuit is filed, including, but not limited to Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any persons or entities; and costs, expenses and attorneys’ and experts’ fees at trial and on appeal, which Claims are alleged or claimed to have arisen out of or in connection with, in whole or in part, directly or indirectly:

(i) The performance of the Agreement (including any amendments thereto) by Vendor, its employees, agents, representatives or subcontractors; or

(ii) The failure of Vendor, its employees, agents, representatives or subcontractors to comply and conform with applicable Laws; or

(iii) Any negligent act or omission of Vendor, its employees, agents, representatives, or subcontractors, whether or not such negligence is claimed to be either solely that of Vendor, its employees, agents, representatives or subcontractors, or to be in conjunction with the claimed negligence of others, including that of any of the Indemnified Parties; or

(iv) Any reckless or intentional wrongful act or omission of Vendor, its employees, agents, representatives, or subcontractors; or

(v) Vendor’s failure to maintain, preserve, retain, produce, or protect records in accordance with the Agreement and applicable Laws (including but not limited to Florida laws regarding public records); or

(vi) Any infringement or alleged infringement of the Goods (as hereinafter defined) or the City’s use of the Goods (provided that Vendor was notified of the City’s intended use or provided that such use is customary for goods of that type) or any materials or parts contained in the Goods upon any copyright, trademark, patent, or trade secret right of any party.

B. The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by Vendor pursuant to the Agreement or otherwise obtained by Vendor, and the provisions of this paragraph survive the expiration or earlier termination of the Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

11. Insurance.

A. Vendor shall maintain the following minimum types and amounts of insurance throughout the term of the Agreement at its own expense:

(i) Commercial general liability insurance in an amount of at least One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate in occurrences form. This policy must include coverage for bodily injury, property damage, personal and advertising injury, products and completed operations, and contractual liability under the Agreement.

(ii) Commercial automobile liability insurance of $1,000,000 combined single limit covering all owned, hired and non-owned vehicles.

(iii) Workers’ Compensation insurance as required by Florida law and Employers’ Liability Insurance in an amount of at least $100,000 each accident, $100,000 per employee, and $500,000 for all diseases.

B. All of Vendor’s insurance policies, except Workers’ Compensation, must name the Indemnified Parties as additional insureds.

C. All policies must provide that the City will be provided notice at least thirty

(30) days prior to any cancellation, reduction or material change in coverage.

D. Vendor must provide the City with Certificates of Insurance on a standard

ACORD form, or similar form acceptable to the City, reflecting all required coverage. At the City’s request, Vendor shall provide copies of current policies with all applicable endorsements.

E. All insurance required must be on a primary and noncontributory basis and must be provided by responsible insurers licensed in the State of Florida and rated at least A- in the then-current edition of AM Best’s Rating Services, or similar rating agency acceptable to the City.

F. If the insurance carried by Vendor has broader coverage than required in the Agreement, then that broader coverage, including but not limited to additional insured requirements, is deemed to be the requirement in the Agreement. If Vendor’s insurance limits are greater than the minimum limits set forth herein, then Vendor’s insurance limits are deemed to be the required limits in the Agreement.

G. Vendor hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

H. The City reserves the right to change or alter the above insurance requirements as it deems necessary.

12. Termination.

A. The Agreement may be terminated at any time by the City for convenience upon thirty (30) days written notice to Vendor.

B. The City may terminate the Agreement upon written notice to Vendor in the event Vendor defaults on any of the terms and conditions of the Agreement and such failure continues for a period of thirty (30) days following notice from the City specifying the default; provided, however, that the City may immediately terminate the Agreement, without providing Vendor with notice of default or an opportunity to cure, if the City determines that Vendor has failed to comply with any of the terms and conditions of the Agreement related to safety, indemnification, or insurance coverage, or if the City has determined that the default cannot be cured.

C. The City may terminate the Agreement as provided in Florida Statute section 287.135 and 448.095.

13. Non-appropriation. The obligations of the City as to any funding required pursuant to the Agreement are limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential city services have been budgeted and appropriated, sufficient monies for the funding that is required during that year.

Notwithstanding the foregoing, the City is not prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligation of the City pursuant to the Agreement.

14. Provisions Applicable Only to Purchase of Goods. Paragraphs 15 (Clear Title), 16 (Title and Risk of Loss), 17 (Inspection and Acceptance of Goods), and 18 (Warranties) are only applicable if the City is purchasing Goods (as hereinafter defined) from the Vendor.

15. Clear Title. Vendor shall deliver any goods set forth in the Quote in the quantities set forth in the Quote (“Goods”) to the City with clear title and free of all liens, claims, or encumbrances of any kind.

16. Title and Risk of Loss. Title to and risk of loss in all Goods remains with Vendor until the City takes possession and accepts the Goods in accordance with this Agreement.

17. Inspection and Acceptance of Goods.

A. Inspection. The City has a right to inspect any Goods within a reasonable time not to exceed ten (10) business days after delivery to determine whether the Goods conform to the Specifications (as defined herein).

B. Acceptance. The City shall accept Goods if all of the Goods fully conform to the Specifications and the requirements of this Agreement.

C. Nonconforming Goods. The City will notify Vendor within fifteen (15) business days of the City’s receipt of all Goods of any discovery by the City of non-conformance of any of the Goods with the Specifications (“Non-conformance”). Vendor shall correct the Non-conformance or exchange the defective Goods with replacement Goods within a reasonable time mutually agreed to by the Parties, at no additional cost to the City. Vendor’s failure to timely correct any Non-conformance is grounds for the City to reject and return to Vendor any or all Goods delivered pursuant to the Purchase Order at no additional cost to the City. In the event the City rejects any or all of the Goods due to Non-conformance, the City may order substitute goods from another vendor and recover from Vendor as damages the difference between the cost of cover and the price of such Goods under this Agreement. The City may also recover from Vendor any incidental or consequential damages. Failure of the City to effect cover does not bar it from any other remedy.

18. Warranties.

A. Scope. In addition to any other warranties that may exist, including but not limited to any warranties set forth in the Quote or its attachments, Vendor warrants that as of the City’s acceptance of any Goods, such Goods shall (i) conform to the specifications set forth or described in the Quote, if any (“Specifications”); (ii) be free from defects in materials and workmanship;

and (iii) be fit for the purpose for which such Goods are ordinarily employed and, if applicable, for the purpose(s) set forth in the Quote. Vendor further warrants that all Goods shall function and perform properly, as determined by the City, for a period of twelve (12) months after the City’s acceptance of the Goods. To the extent longer warranty periods are set forth in the Quote (including any attachments thereto), such longer warranty periods shall apply.

B. Remedy. In the event the City discovers during the applicable warranty period that any Goods or any portion or parts thereof were not as warranted, the City shall notify Vendor within ten (10) business days after discovery, and Vendor shall repair or replace the defective Goods or parts at no cost to the City within a reasonable time mutually agreed to by the Parties.

Repaired or replaced Goods or parts shall be warranted as new Goods are warranted pursuant to this Agreement. This paragraph may not be construed to limit the remedies available to the City, including but not limited to the City’s right to recover incidental or consequential damages from Vendor in the event Vendor fails to meet the warranty obligations set forth herein.

19. Nondisclosure of Confidential Information.

A. Each party ("Receiving Party") shall not disclose, publish, or disseminate the Confidential Information (as defined below) of the other party ("Disclosing Party") to anyone other than those of such Receiving Party's employees and subcontractors with a need to know, or as may be required by legal process or applicable Laws (including but not limited to Chapter 119, Florida Statutes, and the court decisions construing the same). Each party agrees to accept the other party’s Confidential Information for the sole purpose of carrying out such Receiving Party's authorized activities under the Agreement. Each party agrees not to make copies of the other party's Confidential Information except to the extent permitted pursuant to the Agreement. Each party agrees not to use the Confidential Information of the other party for its own or any third party's benefit without the prior written approval of an authorized representative of the Disclosing Party in each instance.

In the event a Receiving Party is required to disclose the Disclosing Party's Confidential Information in accordance with applicable Laws or by an order of a court or governmental agency, the Receiving Party shall give written notice to the Disclosing Party to enable the Disclosing Party to make a reasonable effort to obtain a protective order or other confidential treatment for the Confidential Information. Such notice shall be provided prior to disclosure unless otherwise required by court order or applicable Laws. Vendor acknowledges that, in the event of a public records request, the City may be limited in the amount of notice that it may be able to provide Vendor prior to disclosure of records and agrees that the City Attorney shall have the sole and absolute discretion to determine when public records must be released in order to comply with Chapter 119, Florida Statutes, and the court decisions construing same. By designating information as Confidential Information, Vendor agrees to indemnify and hold harmless the Indemnified Parties for any award to a plaintiff for damages, costs and reasonable attorney's fees incurred by the City by reason of any legal action challenging Vendor's claim. Vendor shall require as a condition of any subcontract that the subcontractor expressly acknowledges and agrees to be bound by the same confidentiality requirements by which Vendor is bound under the Agreement. For purposes of this paragraph, notice may be given by facsimile provided that notice is also sent by overnight courier the same day (or the next day on which overnight courier service is available.)

B. “Confidential Information” means confidential and proprietary information of either party that is disclosed to the other party which, in the case of written information, is marked "confidential" or "proprietary" and which, in the case of information disclosed orally or stored electronically, is identified at the time of disclosure as confidential and proprietary and summarized and confirmed in writing as such by the Disclosing Party within thirty (30) days of the disclosure. Confidential Information shall not include information that (i) as of the effective date of the Agreement or after the effective date of the Agreement becomes generally available to the public through no fault or breach of the Receiving Party; (ii) the Receiving Party can demonstrate to have had rightfully in its possession prior to disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without the use of any Confidential Information; or (iv) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it.

20. Public Records.

A. Vendor shall (i) keep and maintain public records (as defined in Florida’s Public Records law) required by the City to perform the services pursuant to the Agreement; (ii) upon request from the City Clerk’s Office, provide the City (at no cost to 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 under Florida’s Public Records law or other applicable laws; (iii) ensure that public records in Vendor’s possession that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by applicable laws for the term of the Agreement and after the expiration or earlier termination of the Agreement; and (iv) after the expiration or earlier termination of the Agreement, at the City’s request, either transfer, at no cost, to the City all public records in Vendor’s possession within ten (10) days following the City’s request and/or keep and maintain any public records required by the City to perform the services pursuant to the Agreement. If Vendor transfers all public records to the City upon the expiration or earlier termination of the Agreement, Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Vendor keeps and maintains public records upon the expiration or earlier termination of the Agreement, Vendor shall meet all applicable requirements for retaining public records in accordance with the Agreement and all applicable laws. At the City’s request, Vendor shall provide all electronically stored public records to the City in a format approved by the City.

B. IF VENDOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO

VENDOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THE AGREEMENT, CONTACT THE CITY CLERK’S OFFICE

(THE CUSTODIAN OF PUBLIC RECORDS) AT (727) 893-7448,

CITY.CLERK@STPETE.ORG, OR 175 FIFTH ST. N., ST.

PETERSBURG FL 33701.

C. Nothing contained herein may be construed to affect or limit Vendor’s obligations including but not limited to Vendor’s obligations to comply with all other applicable laws and to maintain books and records pursuant to the Agreement.

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mailto:City.Clerk@stpete.org

IN WITNESS WHEREOF the Parties have caused this Addendum to be executed by their duly authorized representatives on the day and date first above written.

VENDOR:

By:

Print:

Title: _________________________

CITY OF ST. PETERSBURG, FLORIDA:

By: ___________________________

Print:

Title:

ATTEST

(SEAL)

City Clerk (Designee)

Approved as to Form and Content:

City Attorney (Designee)

00688289 AQ- 01 Quote Addendum

B-1

Scope of Services

1. Intent

The City of St. Petersburg is soliciting quotations from qualified vendors to furnish and deliver fertilizer in bulk and bags to Mangrove Bay and Twin Brooks golf courses.

2. Scope of Work and Schedule

a. Mangrove Bay Golf Course

Deliver in bulk __17 tons of fertilizer per requirements by fertilizer trailer to Mangrove Bay located at 875 62nd Avenue Northeast, St. Petersburg on or before 5 p.m. Tuesday, October 15, 2024. Fertilizer scheduled to be applied and start at 6:00 p.m., Tuesday, October 15, 2024.

b. Twin Brooks Golf Course

Deliver 100_ bags of fertilizer to be on pallets and shrink wrapped, vendor to supply forklift for unloading. Deliver to Twin Brooks Golf Course at 3800 22nd Avenue South, St. Petersburg, FL. Pallets shall be delivered in the early morning and no later than 9:00 a.m. by Tuesday, October 15, 2024.

3. Fertilizer Requirements

Fertilizer must be 19-0-19 with .22% Dithiopyr (Dimension) pre-emergent herbicide.

Fertilizer to have equal amounts of Nitrogen to Potassium with 1lb N per 1000sqft, Nitrogen to be 50% SRN per unit. Pre-emergent herbicide, .5 lb A.I./ Acre. Application rate 227 lbs/ Acre. The quantities are based on 150 Acres for Mangrove Bay Golf Course and 22 Acres for Twin Brooks Golf Course.

4. Remedy for Non-Performance

Contractor agrees to immediately remedy, or cure to the City’s satisfaction, any non-performance to schedule of services or unsatisfactory work. Contractor agrees that in the event that the contractor fails to remedy or cure default within ten (10) days of notice, the City may deduct the cost(s) to correct the default from contractor’s invoice for services.

5. Fertilizer Label

Contractor shall provide fertilizer labels with the quote.

6. Product Labels and MSDS

Contractor shall provide MSDS sheets for the fertilizers being purposed.

7. Use of Premises

a. Offeror shall confine its equipment, apparatus, the storage of materials, and the operation of its employees to the limits indicated by Law, regulations including

Quotation Scope of Services

B-2

OSHA, ordinances, permits, or direction of the Project Manager, and shall not unreasonably encumber the premises with its materials. Offeror shall take all measures necessary to protect its own materials. Offeror shall be responsible for all location safety infractions.

b. Persons not employed by Contractor shall not be permitted on the work site at any time.

8. Safety Standard

a. Contractor shall be responsible for ensuring that its personnel follow all state, federal and local safety laws, ordinances and regulations applicable to the work to be performed under this Agreement, including Occupational Health and Safety Administration (“OSHA”) and City requirements.

b. Contractor shall operate all equipment with all safety mechanisms intact and operational per the manufacturers’ instructions.

9. Identification of Employees

a. Contractor shall furnish each of its employees with proper identification exhibiting the Contractor’s company name and the employee’s name.

b. Contractor and its employees will be dressed in a manner to reflect credit upon both Contractor and the City.

10. Damage

a. Contractor shall carry out the work with such care and methods as not to result in damage to public or private property adjacent to the work site.

b. Should any public or private property be damaged or destroyed, Contractor, at its expense, shall subcontract for or make repairs and restoration as is acceptable to the City and owners of destroyed or damaged property within 30 days of the date damage occurs.

c. Contractor shall utilize City approved, licensed and skilled tradesmen to complete any repairs that it is responsible for providing.