HomeMy WebLinkAbout2017-005A Agreement
THIS AGREEMENT isbyand between INDIAN RIVER COUNTY, aPolitical Subdivision ofthe State of
Florida organized and existing under the Laws of the State of Florida, (hereinafter called OWNER)
and (hereinafter called VENDOR). OWNER and VENDOR, in
consideration of the mutual covenants hereinafter set forth,agree as follows:
ARTICLE I-WORK
VENDOR shall complete all Work as specified or indicated in the Contract Documents. The Work is
generally described asfollows:
Provision of and warranty assurance for 145 self-contained breathing apparatuses.
ARTICLE 2-THE PROJECT
The Project forvvhichtheVVorkunderLheCDntraCtDncunnent3rnaybethevvho/eorOn|yaUartis
generally described asfollows:
Project Name: Self-Contained Breathing Apparatus
Bid Number: 2017014
Project Address: Indian River County Emergency Services
422S43rdAvenue
Vero Beach, Florida 32967
ARTICLE 3-CONTRACT TIMES
3.01 Days to Achieve Substantial Completion, Final Completion and Final Payment
A. Products to be provided under this contract will be delivered in full working order with all
accessories within 6Odays ofexecution.
ARTICLE 4-CONTRACT PRICE
4.0I OWNER shall pay VENDOR for completion of the Work an amount in current funds equal to
the sum of the amounts determined pursuant to paragraph 4.01.A and summarized in
paragraph 4.01.13, below:
A. For all Work, at the prices stated inVEND(]R's Bid, attached hereto asanexhibit.
B. THE CONTRACT SUM subject to additions and deductions provided in the Contract
Documents:
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Amount: $ 834,501.00
VVrittenAn1ount: Eight-hundred thirty-four thousand,five hundred and one dollars
ARTICLE 5- PAYMENT PROCEDURES
5.01 Method ofPayment
Owner shall make only one payment for the entire amount of the contract when the work
has been satisfactorily completed. Upon a determination ofsatisfactory completion, the
Emergency Services Director will authorize payment tobemade. All payments for services
shall be made to the VENDOR by the COUNTY in accordance with the Local Government
Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida
Statutes, etS9q.).
ARTICLE 6- INDEMNIFICATION
6.01 VENDOR shall indemnify and hold harmless the OWNER, and its officers and employees,
from liabilities, damages, losses and costs, including, but not limited to, reasonable
attorney's fees, to the extent caused by the negligence, recklessness, or intentional
wrongful misconduct of the VENDOR and persons employed or utilized by the VENDOR.
VENDOR'S
7.01 In order to induce OWNER to enter into this Agreement VENDOR makes the following
representations:
A. VENDOR has examined and carefully studied the Contract Documents and the other related
data identified inthe Invitation toBid documents.
B. VENDOR is familiar with and is satisfied as to all federal, state, and local Laws and
Regulations that may affect cost, progress, and performance of the Work.
C. VENDOR has given OWNER written notice of all conflicts, errors, ambiguities, or
discrepancies that VENDOR has discovered in the Contract Documents, and the written
resolution thereof byOWNER isacceptable toVENDOR.
D. The Contract Documents are generally sufficient boindicate and convey understanding of
all terms and conditions for performance and furnishing ofthe Work.
ARTICLE 8-CONTRACT DOCUMENTS
8.01 Contents
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A. The Contract Documents consist of the following:
(1) This Agreement (pages 1 to 9, inclusive);
(2) Certificate(s) of Liability Insurance
(3) Invitation to Bid 2017014
(4) VENDOR'S Bid Form (pages 11 to 19 of 33, inclusive);
(5) Certified Cashier's Check 64478189 in the amount of$50,000;
(6) Drug Free Workplace Form (page 20 of 33)
(7) Affidavit of Compliance (page 21 of 33);
(8) Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of
Relationships (pages 22 to 23 of 33, inclusive);
(9) Certification Regarding Lobbying(page 24 of 33)
(10)Warranty Information Form (page 25 of 33)
(11) The following which may be delivered or issued on or after the Effective Date of the
Agreement and are not attached hereto:
a) Written Amendments;
b) Work Change Directives;
c) Change Order(s).
ARTICLE 9 - MISCELLANEOUS
9.01 Terms
A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid.
9.02 Severability
A. Any provision or part of the Contract Documents held to be void or unenforceable under
any Law or Regulation shall be deemed stricken,and all remaining provisions shall continue
to be valid and binding upon OWNER and VENDOR,who agree that the Contract Documents
shall be reformed to replace such stricken provision or part thereof with a valid and
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enforceable provision that comes as close as possible to expressing the intention of the
stricken provision.
9.03 Venue
A. 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 a federal jurisdiction,in the United
States District Court for the Southern District of Florida.
9.04 Public Records Compliance
A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The
Vendor shall comply with Florida's Public Records Law. Specifically, the Vendor 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 Vendor or keep and maintain public records required by the
County to perform the service. If the Vendor transfers all public records to the County
upon completion of the contract, the Vendor shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements.
If the vendor keeps and maintains public records upon completion of the contract, the
Vendor 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACTTHE CUSTODIAN
OF PUBLIC RECORDS AT:
(772) 226-1424
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publicrecords@ircgov.com
Indian River County Office of the County Attorney
180127th Street
Vero Beach, FL 32960
C. Failure of the vendor to comply with these requirements shall be a material breach of this
Agreement.
ARTICLE 10— FEDERAL CLAUSES
10.01 OWNER and VENDOR will adhere to the following, as applicable to this work
A. Clean Air Act:
(1)The vendor agrees to comply with all applicable standards,orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
(2)The vendor agrees to report each violation to the County and understands and agrees
that the County will, in turn, report each violation as required to assure notification to the
State of Florida Department of Emergency Management, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional
Office.
(3) The vendor agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FEMA.
B. Federal Water Pollution Control Act:
(1)The vendor agrees to comply with all applicable standards,orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2)The vendor agrees to report each violation to the County and understands and agrees
that the County will, in turn, report each violation as required to assure notification to the
State of Florida Department of Emergency Management, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional
Office.
(3) The vendor agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FEMA.
C. Energy Policy and Conservation Act
(1)The Vendor agrees to comply with mandatory standards and policies relating to
energy efficiency which are contained in the state energy conservation plan issued in
compliance with the Energy Policy and Conservation Act, as applicable.
D. Suspension and Debarment
(1)This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt.
3000. As such the vendor is required to verify that none of the vendor, its principals
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(defined at 2 C.F.R. § 180.995), or its affiliates(defined at 2 C.F.R. § 180.905) are excluded
(defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The vendor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart
C and must include a requirement to comply with these regulations in any lower tier
covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by Indian River
County. If it is later determined that the vendor did not comply with 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000,subpart C, in addition to remedies available to Indian River
County, the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the
period of any contract that may arise from this offer. The bidder or proposer further
agrees to include a provision requiring such compliance in its lower tier covered
transactions.
E. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352 (as amended)—Vendors who apply or
bid for an award of$100,000 or more shall file the required certification. Each tier certifies
to the tier above that it will not and has not used Federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee
of any agency, a member of Congress, officer or employee of Congress, or an employee
of a member of Congress in connection with obtaining any Federal contract, grant, or any
other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with
non-Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient.
F. Procurement of Recycled/Recovered Materials:
(1) In the performance of this contract, the Vendor shall make maximum use of products
containing recovered materials that are EPA-designated items unless the product cannot
be acquired—
(i) Competitively within a timeframe providing for compliance with the contract
performance schedule;
(ii) Meeting contract performance requirements; or
(iii) At a reasonable price.
(2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, http://www.epa.gov/cpg/.The list of EPA-designate
items is available at http://www.epa.gov/cpg/products.htm.
G. Access to Records The following access to records requirements apply to this contract:
(1) The Vendor agrees to provide Indian River County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representatives
access to any books, documents, papers, and records of the Vendor which are directly
pertinent to this contract for the purposes of making audits, examinations, excerpts, and
transcriptions.
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(2) The Vendor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Vendor agrees to provide the FEMA Administrator or his authorized
representative's access to construction or other work sites pertaining to the work being
completed under the contract.
H. DHS Seal, Logo, and Flags: The vendor shall not use the DHS seal(s), logos, crests, or
reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-
approval.
I. Compliance with Federal Law, Regulations, and Executive Orders: This is an
acknowledgement that FEMA financial assistance will be used to fund the contract only.
The vendor will comply will all applicable federal law, regulations, executive orders, FEMA
policies, procedures, and directives.
J. No Obligation by Federal Government: The Federal Government is not a party to this
contract and is not subject to any obligations or liabilities to the non-Federal entity,
contractor, or any other party pertaining to any matter resulting from the contract.
K. Program Fraud and False or Fraudulent Statements or Related Acts: The vendor
acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to the vendor's actions pertaining to this contract.
L. Affirmative Steps: VENDOR 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 11: TERMINATION OF CONTRACT
A. The occurrence of any of the following shall constitute a default by VENDOR 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:
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(1) if in the OWNER's opinion VENDOR is improperly performing work or violating any
provision(s) of the Contract Documents;
(2) if VENDOR neglects or refuses to correct defective work or replace defective parts
or equipment, as directed by the Owner pursuant to an inspection;
(3) if in the OWNER's opinion VENDOR's work is being unnecessarily delayed and will
not be finished within the prescribed time;
(4) if VENDOR assigns this Contract or any money accruing thereon or approved
thereon; or
(5) if VENDOR 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
VENDOR 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 VENDOR with ten
(10) calendar days to cure the default to the reasonable satisfaction of the OWNER.
C. If the VENDOR fails to correct or cure within the time provided in the preceding Sub-Article
B, OWNER may terminate this Contract by notifying VENDOR in writing. Upon receiving
such notification, VENDOR shall immediately cease all work hereunder.
D. The VENDOR 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
VENDOR's services and work for OWNER's convenience. Upon receipt of notice of such
termination VENDOR 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 VENDOR as are permitted by the prime
contract and approved by the OWNER.
Vendor shall not be entitled to any other claim for compensation or damages against the
County in the event of such termination.
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IN WITNESS WHEREOF, OWNER and VENDOR have signed this Agreement in duplicate. One counterpart
each has been delivered to OWNER and VENDOR. All portions of the Contract Documents have been signed
or identified by OWNER and VENDOR or on their behalf.
This Agreement will be effective on J-1,20 t-1(the date the Agreement is approved by the
Indian River County Board of County Commissioners,which is the Effective Date of the Agreement).
OWNER: VENDOR: I
INDIAN RIVER COUNTY, -R
By.
e E. Flescher an
►�'.: ;�; (VENDOR)
By:
Jason . Bro n,County Administrator *••� :voJ: ( O'RPO/RATE SEAL)
•� Q•:
•y~•a
INDIANRAttest
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
By:
ylan Reingold, County Attorney Address forgiving notices:
L,)oH .S`2- A— .rte. .
G,,_,J. , FL 34 z 3
Jeffrey R.Smith,Clerk of Court and Comp Her
License No.
Attest: (Where applicable)
eputy Cle
(SEAL) Agent for service of process:
Designated Representative:
Name: Ron Angelone Designated Representative:
Title: Chief, Fire Rescue Training&Safety Name: ()Urnanf ly
Address:4225 43`d Avenue,Vero Beach, FL 32967 Title: RP OrN«�I�,�'�
772-226-3909 Address:
RAngelone@ircgov.com S,yO, A,
M 34203
Phone: (sem lIZb • tilbo3
Email: d nymrnrIo, Q-Ae,g E� ccs
(If VENDOR is a corporation or a partnership, attach
evidence of authority to sign.)
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