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HomeMy WebLinkAbout2016-046A AGREEMENT THIS AGREEMENT made and entered into this 5 day of April , 20 16 by and between AshBritt Inc. hereinafter called the CONTRACTOR and INDIAN RIVER COUNTY herein called the OWNER. WITNESSED: That whereas, the OWNER and the CONTRACTOR for the consideration hereinafter named agree as set forth below: Article 1. SCOPE OF WORK As per specifications of advertised and requested in Indian River County RFP # 2016015 for Indian River County Disaster Debris removal and Disposal Contract; OWNER desires to purchase certain goods and services as more specifically set forth in the Scope of Services attached hereto and made a part hereof from Contractor on the terms and conditions set forth herein, and at the unit prices set forth in the Bid Form attached hereto and made a part hereof. This Agreement constitutes a binding Contract when signed by the OWNER and accepted by the CONTRACTOR,either by execution of this AGREEMENT, or by commencement or rendering of services without reservations. Article 2. NOTICE TO PROCEED The CONTRACTOR shall not commence work until it receives a written Notice to Proceed from the OWNER. The CONTRACTOR shall commence work within the time frames established in the Scope of Services for the type of service or project requested after receiving the Notice to Proceed unless the Notice to Proceed indicates otherwise. Article 3. GENERAL The CONTRACTOR hereby certifies that he has read every clause of the Contract Documents and that he has made such examination of the location of the proposed work as is necessary to understand fully the nature of the obligation herein made; and shall complete the same the time limit specified herein in accordance with the plans and specifications. The OWNER and CONTRACTOR agree to maintain records, invoices,and payments for the work.The CONTRACTOR shall provide Payment and Performance Bonds for all work in this Agreement. All work under this Contract shall be done to the satisfaction of the OWNER,who shall in all cases determine the amount, quality, fitness, and acceptability of the several kinds of work and materials which are to be paid for hereunder, and shall decide all questions which may arise as to fulfillment of the Contract on the part of the CONTRACTOR,and his decision thereon shall be final and conclusive; and such determination and decision, in case any question shall arise, shall be a condition precedent to the right of the CONTRACTOR to receive any money hereunder. Any clause or section of this contract or specification which may for any reason be declared invalid by a court of competent jurisdiction, including appeal, if any, may be eliminated therefrom;and the intent of this Contract and the remaining portion thereof will remain in full force and effect as though such invalid clause or section has not been incorporated therein. Article 4. QUANTITIES AND PRICES The Owner shall pay the CONTRACTOR for all work included and completed in accordance with this Contract, based on the items of work set forth in the CONTRACTOR'S Proposal Pricing Form. The CONTRACTOR's price at the time of delivery of goods and services will be:a)the price set forth on the Proposal Pricing Form; and b) when not delineated on the Proposal Pricing Form, the prices established in the version of the FEMA rate structures applicable when the CONTRACTOR is given Notice to Proceed. The CONTRACTOR, by June 1 of each year, shall notify the COUNTY in writing of any proposed price schedule changes with justification for each change. The COUNTY will either accept the proposed changes or decline to accept the price changes within thirty(30)days and ask for negotiation. Article 5. PAYMENT PROCEDURES Progress Payments: OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR's Applications for Payment at intervals not less than once each month during performance of the Work as provided below. 1. Ninety percent(90%)of Work completed (with the balance being retainage); and 2. Eighty percent (80%) of cost of materials and equipment not incorporated in the Work but stored on the Project site (with the balance being retainage). Final Acceptance and Payment: When the work provided for under this contract has been completed, in accordance with the terms thereof, a payment request in the amount of such work shall be prepared by the CONTRACTOR, and filed with the OWNER within fifteen days after the date of completion. In accordance with the Florida Prompt Payment Act,after final acceptance by the OWNER,the OWNER shall make payment to the CONTRACTOR in the full amount. PAYMENT and acceptance of such payment by the CONTRACTOR shall release the OWNER from all claims or liabilities to the CONTRACTOR in connection with this Contract. Article 6. THE CONTRACT DOCUMENTS The Request for Proposals 2016015, the Contractors Response, Payment and Performance Bonds,together with this Agreement,form the Contract, and are fully a part of this Contract as if included herein. Article 7. VENUE This agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida,or in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. Article 8. CONTRACT PERIOD This agreement shall be binding on the parties for a period of twelve (12) consecutive months from the date of this Contract by both parties unless terminated earlier in accordance with its terms. The County may extend the term of this Contract for up to three (3) additional terms of twelve (12) months each on the same terms and conditions. Article 9: SUBCONTRACTORS A. CONTRACTOR shall take the following affirmative steps to ensure minority business, women's business enterprises and labor surplus area firms are used when possible: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists. 2. Ensuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources. 3. Dividing total requirements,when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises. 4. Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses,and women's business enterprises. 5. Using the services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. Article 10: TERMINATION OF CONTRACT A.The occurrence of any of the following shall constitute a default by CONTRACTOR and shall provide the OWNER with a right to terminate this Contract in accordance with this Article, in addition to pursuing any other remedies which the OWNER may have under this Contract or under law: 1. if in the OWNER's opinion CONTRACTOR is improperly performing work or violating any provision(s) of the Contract Documents; 2. if CONTRACTOR neglects or refuses to correct defective work or replace defective parts or equipment, as directed by the Engineer pursuant to an inspection; 3. if in the OWNER's opinion CONTRACTOR's work is being unnecessarily delayed and will not be finished within the prescribed time; 4. if CONTRACTOR assigns this Contract or any money accruing thereon or approved thereon; or 5. if CONTRACTOR abandons the work, is adjudged bankrupt, or if he makes a general assignment for the benefit of his creditors,or if a trustee or receiver is appointed for CONTRACTOR or for any of his property. B.OWNER shall, before terminating the Contract for any of the foregoing reasons, notify CONTRACTOR in writing of the grounds for termination and provide CONTRACTOR with ten (10) calendar days to cure the default to the reasonable satisfaction of the OWNER. C. If the CONTRACTOR fails to correct or cure within the time provided in the preceding Sub-Article B, OWNER may terminate this Contract by notifying CONTRACTOR in writing. Upon receiving such notification,CONTRACTOR shall immediately cease all work hereunder and shall forfeit any further right to possess or occupy the site or any materials thereon; provided, however,that the OWNER may authorize CONTRACTOR to-restore any work sites. D.The CONTRACTOR shall be liable for: 1. any new cost incurred by the OWNER in soliciting bids or proposals for and letting a new contract; and 2. the difference between the cost of completing the new contract and the cost of completing this Contract; 3. any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to enforce its rights herein. E. TERMINATION FOR CONVENIENCE: OWNER may at any time and for any reason terminate CONTRACTOR's services and work for OWNER's convenience. Upon receipt of notice of such termination CONTRACTOR shall, unless the notice directs otherwise, immediately discontinue the work and immediately cease ordering of any materials,labor,equipment,facilities,or supplies in connection with the performance of this Contract. Upon such termination Contractor shall be entitled to payment only as follows: 1. the actual cost of the work completed in conformity with this Contract and the specifications; plus, 2. such other costs actually incurred by CONTRACTOR as are permitted by the prime contract and approved by the OWNER. Contractor shall not be entitled to any other claim for compensation or damages against the County in the event of such termination. Article 11. PUBLIC RECORDS COMPLIANCE A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically,the Contractor shall: (1) Keep and maintain public records required by the County to perform the service. (2) Upon request from the County's Custodian of Public Records, provide the County 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 in Chapter 119 or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform-the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract,the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the Custodian of Public Records, in a format that is compatible with the information technology systems of the County. B. 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: (772) 226-1424 publicrecords@ircgov.com Indian River County Office of the County Attorney 180127 1h Street Vero Beach, FL 32960 C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement. IN WITNESS WHEREOF,OWNER and CONTRACTOR have signed this Agreement in duplicate.One counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their behalf. This Agreement will be effective on April 5 2016 (the date the Contract is approved by the Indian River County Board of County Commissioners, which is the Effective Date of the Agreement). •� � COAtiy;sS''•, OWNER: CONTRACTOR: t*;' �•�90+6 INDIAN RIVER COUNTY :*_ 'AshBritt, 14. i J By: "Cz� 'jv-44� By: 'y: l Bob Solari,Chairman `t92ygCQUti ��' (Contractor) «..13 By: (CORPORATE SEAL) By: A Baird,County Administrator Attest: APPROVED AS TO FORM AND LEGAL S NCY: (SEAL) By: Dylan Reingold,County Attorney Address forgiving notices: 565 E Hillsboro Blvd Deerfield Beach, FL 33441 Jeffrey R. Smith, Clerk of Court and Comptroller License No. CGC060313 Attest: Cy'v (Where applicable) Deputy Clerk (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.)