HomeMy WebLinkAbout2019-121Agreement
THIS AGREEMENT is by and between INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida
organized and existing under the Laws of the State of Florida, (hereinafter called OWNER) and Kaman
Industrial Technologies Corp. (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in
consideration of the mutual covenants hereinafter set forth, agree as follows:
ARTICLE 1 - WORK
CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is
generally described as follows:
As needed Motor and Pump Repair
ARTICLE 2 - THE PROJECT
The Project for which the Work under the Contract Documents may be the whole or only a part is generally
described as follows:
Project Name: Annual Motor and Pump Repair
RFP Number: 2019056
Project Address: Various sites in Indian River County
ARTICLE 3 - TERM
The term this agreement is three years at the rates provided as Exhibit 1.
ARTICLE 4 — WORK AUTHORIZATION
A blanket Purchase Order will be issued each fiscal year to allocate funds, with individual requests for work
submitted by email.
ARTICLE 5 - PAYMENT PROCEDURES
5.01 Method of Payment
Owner shall make only one payment for each repair. Upon a determination of satisfactory
completion, the COUNTY Project Manager will authorize payment to be made. All payments for
services shall be made to the CONTRACTOR 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, et seq.).
5.02 Acceptance of Final Payment as Release
The acceptance by the CONTRACTOR of final payment shall be and shall operate as a release to the
OWNER from all claims and all liability to the CONTRACTOR other than claims in stated amounts as
may be specifically excepted by the CONTRACTOR for all things done or furnished in connection with
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the work under this Agreement and for every act and neglect of the OWNER and others relating to
or arising out of the work. Any payment, however, final or otherwise, shall not release the
CONTRACTOR or its sureties from any obligations under this Agreement, the Request for Proposals
or the Public Construction Bond.
ARTICLE 6 - INDEMNIFICATION
6.01 CONTRACTOR 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
CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of the
Work.
ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS
7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following
representations:
A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related
data identified in the Request for Proposal documents.
B. CONTRACTOR has visited the Site(s) and become familiar with and is satisfied as to the general, local,
and Site conditions that may affect cost, progress, and performance of the Work.
C. CONTRACTOR 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.
D. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all
additional or supplementary examinations, investigations, explorations, tests, studies, and data
concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site
which may affect cost, progress, or performance of the Work or which relate to any aspect of the
means, methods, techniques, sequences, and procedures of construction to be employed by
CONTRACTOR, including applying the specific means, methods, techniques, sequences, and
procedures of construction, if any, expressly required by the Contract Documents to be employed
by CONTRACTOR, and safety precautions and programs incident thereto.
E. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests,
studies, or data are necessary for the performance of the Work at the Contract Price, within the
Contract Times, and in accordance with the other terms and conditions of the Contract Documents.
F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the
Site that relates to the Work as indicated in the Contract Documents.
G. CONTRACTOR has correlated the information known to CONTRACTOR, information and
observations obtained from visits to the Site, reports and drawings identified in the Contract
Documents, and all additional examinations, investigations, explorations, tests, studies, and data
with the Contract Documents.
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H. CONTRACTOR has given OWNER written notice of all conflicts, errors, ambiguities, or discrepancies
that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof
by OWNER is acceptable to CONTRACTOR.
I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms
and conditions for performance and furnishing of the Work.
ARTICLE 8 - CONTRACT DOCUMENTS
8.01 Contents
A. The Contract Documents consist of the following:
(1) This Agreement (pages 1 to 10, inclusive);
(2) Certificate(s) of Liability Insurance;
(3) Request for Proposals 2019056 and its Addendum 1;
(4) CONTRACTOR'S Submitted Proposal, including all mandatory forms;
(5) 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 Request for Proposals.
9.02 Assignment of Contract
A. No assignment by a party hereto of any rights under or interests in the Agreement will be binding
on another party hereto without the written consent of the party sought to be bound; and,
specifically but without limitation, moneys that may become due and moneys that are due may not
be assigned without such consent (except to the extent that the effect of this restriction may be
limited by law), and unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility
under the Contract Documents.
9.03 Successors and Assigns
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A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto, its partners, successors, assigns, and legal representatives
in respect to all covenants, agreements, and obligations contained in the Contract Documents.
9.04 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 CONTRACTOR, who agree that the Contract Documents shall be reformed
to replace such stricken provision or part thereof with a valid and enforceable provision that comes
as close as possible to expressing the intention of the stricken provision.
9.05 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.
9.06 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.
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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
1801 27th Street
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material breach of this
Agreement.
ARTICLE 10 — FEDERAL CLAUSES
10.01 OWNER and CONTRACTOR will adhere to the following, as applicable to this work, which may be
eligible for Public Assistance funding after emergencies:
A. Compliance with the Contract Work Hours and Safety Standards Act:
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the
contract work which may require or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic in any workweek in which he or she is employed
on such work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for all
hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the
clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible
therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall
be liable to the United States (in the case of work done under contract for the District of Columbia
or a territory, to such District or to such territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or mechanic, including
watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this
section, in the sum of S10 for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. OWNER shall upon its own action or
upon written request of an authorized representative of the Department of Labor withhold or
cause to be withheld, from any moneys payable on account of work performed by the contractor
or subcontractor under any such contract or any other Federal contract with the same prime
contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime contractor, such sums as may be determined to
be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in paragraph (2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to
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include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for
compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (1) through (4) of this section.
B. Clean Air Act:
(1) The contractor 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 contractor agrees to report each violation to the OWNER and understands and agrees that
the OWNER will, in turn, report each violation as required to assure notification to the State of
Florida, Federal Emergency Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FEMA.
C. Federal Water Pollution Control Act:
(1) The contractor 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 contractor agrees to report each violation to the OWNER and understands and agrees that
the OWNER will, in turn, report each violation as required to assure notification to the State of
Florida, Federal Emergency Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FEMA.
D. Energy Policy and Conservation Act – The Contractor 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.
E. 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 contractor is required to verify that none of the contractor, its principals (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 contractor 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 contractor 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 the State of Florida, and 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.
F. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended)—Contractors who apply or bid
for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier
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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.
G. Procurement of Recycled/Recovered Materials:
(1) In the performance of this contract, the Contractor 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 we b site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-
program. The list of EPA -designate items is available at http://www.epa.gov/cpg/products.htm.
H. Access to Records: The following access to records requirements apply to this contract:
(1) The contractor agrees to provide OWNER, 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 Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions.
(2) The Contractor 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 contractor agrees to provide the FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
I. DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or
reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval.
J. 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 contractor will comply
will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and
directives.
K. 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.
L. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor
acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)
applies to the contractor's actions pertaining to this contract.
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M. AFFIRMATIVE STEPS: 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 11: 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.
Page 8 of 10
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.
F. TERMINIATION IN REGARDS TO F.S. 287.135: TERMINATION IN REGARDS TO F.S. 287.135:
CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law
are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of
the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is
for goods or services of one million dollars or more, CONTRACTOR certifies that it and those
related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies
with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not
engaged in business operations in Cuba or Syria.
OWNER may terminate this Contract if CONTRACTOR is found to have submitted a false
certification as provided under section 287.135(5), Florida Statutes, been placed on the
Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in
the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as
defined by section 287.135, Florida Statutes.
OWNER may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries,
majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is
found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in
a boycott of Israel as set forth in section 215.4725, Florida Statutes.
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.
Page 9 of 10
This Agreement will be effective on August 13 , 2019 (the date the Agreement is approved by the
Indian River County Board of County Commissioners, which is the Effective Date of the Agreement).
OWNER:
INDIAN RIVER COUNTY
B
,fit_
olari, Chairia
CONTRACTOR:
••'•WM!SS%p�J. Kaman Industr
• By:
Adams, - -Chairman
n, County Administrator ••--
By:
Jason
hnoloies Cor oration
APPROVED AS TO FORM AND LEGAL CY:
By:
Dylan Reingold, County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
a/114 Mid/Ai
Deputy Clerk
Attest:
(SEAL)
Designated Representative:
Name: Sean McFarland
Title: Assistant Utility Operations Manager
Address: 4350 41st Street, Vero Beach, FL 32967
Phone: (772) 226-3402
Email smcfarland@ircgov.com
Page 10 of 10
nt actor) gn+31 1 L,• C rk, Vi C¢ ia5;14),
Sour
(C• RPORATE SEAL)
Attest
'RDD. S}a,rr EVF 4 CFO
Address for giving notices:
6747 Belvedere Rd
Suite 101
West Palm Beach, FL 33413
License No.
(Where applicable)
Agent for service of process:
Designated Representative:
Name: Alan Rooks
Title: Product Specialist
Address: 10050 NW 116th Way Suite 1 Medley, FL
33178
Phone: (954) 453-3775000- 42.0-2 499
Email: alan.rooks@kaman.com
(If CONTRACTOR is a corporation or a partnership,
attach evidence of authority to sign.)
Exhibit 1- Pricing
2019056 Annual RFP for Motor and Pump Repair
PROPOSAL PRICING — RFP #2019056 for Annual Motor and Pump Repair
Proposer submits the following prices for the work described in this solicitation:
Item ofWork
Per (Unit)
Unit Price
1.
Trailer Truck Service to transport pump to and from repair
facility (time must be reasonable compared to Google Maps
estimate. No pay for breakdowns).
HR
$ 60.00/hr
2.
Crane Truck Service (including operator) for removing and install
pump or motor
HR
$
60.00/hr
3.
Standard Labor Rate (Mechanic) Monday — Friday, 8:00 am —
5:00 pm
HR
$
30.00/hr
4.
Non -Standard Labor Rate (Mechanic) After hours, weekend, and
holidays
HR
$ 60.00/hr
5.
Standard Labor Rate (Machinist) Monday — Friday, 8:00 am —
5:00 pm
HR
$ 30.00/hr
6.
Non -Standard Labor Rate (Machinist) After hours, weekend, and
holidays
HR
$ 60.00/hr
7.
Tear Down and Inspection
HR
$ (See note)
Note: NIC on tear down if we repair unit. 30.00/hr if we do not get the repair.
Parts Allowance: Cost
...4. ...J L.., _... L. _ y -c•
plus markup %
15.
The
����� �e��Cu i�eiruy ceruses gnat tney nave read and understand the contents of this solicitation
and agree to furnish at the prices shown above all of the services specified in the RFP document,
subject to all instructions, conditions, specifications and attachments hereto. Failure to have read all
the provisions of this solicitation shall not be cause to alter any resulting contract or request additional
compensation.
Kaman Industrial Technologies Corp 6747 Belvedere Road, Suite 101
Name of Firm
Aut o ed r'gnature
Address
West Palm Beach, FL 33413
City, State, Zip Code
Southeast Regional Director ( 561 ) 863 - 3260
Title
Phone
Tony.Rugghia(a)Kaman.com
Date Signed E-mail
Page 16 of 20
DocuSign Envelope ID: 62213AB4-8332-41 DD-87A7-83D691 D458EB
CONSENT TO ADOPTION OF ANNUAL RESOLUTIONS BY
THE BOARD OF DIRECTORS OF
KAMAN INDUSTRIAL TECHNOLOGIES CORPORATION
We, the undersigned, being all of the Directors of Kaman Industrial Technologies
Corporation, a Connecticut corporation (the "Company"), do hereby consent to and adopt
the following preambles and resolutions:
WHEREAS, the Directors desire to take such actions together with the other actions that are
customarily taken at the annual reorganizational meeting of the Board of Directors;
NOW, THEREFORE, BE IT
Election of Officers
RESOLVED: That the following named persons be, and hereby are, elected to the offices set
opposite their respective names, to serve in such positions until the later of the next annual
meeting of the Board of Directors and the date on which their respective successors shall be
elected and qualified, subject in each case to their earlier resignation or removal:
Alphonse J. Lariviere, Jr President
Robert D. Starr Executive Vice President & Chief Financial Officer
Bryan K. Larson Senior Vice President - Finance & Administration
Thomas A. Weihsmann Senior Vice President & General Manager
Philip A. Goodrich Vice President
Gregory T. Troy Vice President
Jairaj Chetnani Vice President & Treasurer
Anthony L. Clark Vice President - South
Samuel G. Cooper Vice President - North Central
Ryan Dismukes Vice President - Strategy & Continuous Improvement
Joe Dujka Vice President - Finance & Business Operations
Philip T. Golino, Jr. Vice President - Human Resources
Tom R. Holtry Vice President - Corporate Accounts
Michael J. Lyon Vice President - Tax
David H. Mayer Vice President - Marketing
Thomas McNerney Vice President & Controller
Michael J. Pastore Vice President - Operations & ERP
Abraham D. Samaro Vice President - California
Peter N. Stollberger Vice President - Northeast
Gary L. Tong Vice President - Corporate Risk, Safety and Environmental
Management
Richard S. Smith, Jr Secretary
Shawn G. Lisle Assistant Secretary
DocuSign Envelope ID 62213AB4-B332-41 DD-67A7-83D691D458EB
RESOLVED: That any other persons heretofore serving as officers of the Company are
hereby removed from office.
General Delegation of Authority
RESOLVED: That any person now or hereafter serving as an officer of the Company, together
with any individual(s) specifically designated by any person now or hereafter serving as an
officer of the Company (each, an "Authorized Person" and, collectively, the "Authorized
Person"), shall be, and each such person acting singly hereby is, authorized and empowered,
in the name and on behalf of the Company, to authorize, approve, undertake, implement and
effectuate any and all matters relating to, or arising out of, the ordinary course of business of
the Company and to negotiate, make, execute, sign and deliver any and all contracts,
agreements, instruments, orders, offers, bids, bonds, proposals and other legally binding
documents relating thereto, including without limitation any and all such contracts,
agreements, instruments, orders, offers, bids, bonds, proposals and other legally binding
documents between the Company and the government of the United States or any other
foreign, state or local government, instrumentality, department, bureau, commission,
subdivision, authority or agency.
RESOLVED: That, without limiting the generality of the foregoing, the following matters are
hereby determined to relate to, or arise out of, the ordinary course of business of the
Company, so as to be within the general delegation of authority set forth in the preceding
resolution:
(i)
the sale of goods and the provision of services to customers, including
without limitation the government of the United States or any other foreign,
state or local government, instrumentality, department, bureau, commission,
subdivision, authority or agency;
(ii) the lease, whether as lessor or lessee, of interests in real estate and personal
property, including machinery and equipment;
(iii) the sale, conveyance, assignment or transfer of interests in real estate or
personal property, including machinery and equipment;
(iv) the acquisition of another company or business through merger, share
purchase or acquisition of substantially all of the assets of such company,
where the aggregate purchase price (excluding the assumption of liabilities)
is less than or equal to $20 million;
(v) the establishment of financing arrangements, loans, borrowings, Letters of
credit and guarantees, and the pledging of Company assets;
(vi) the creation, organization or establishment of subsidiaries, joint ventures,
corporations, partnerships, limited liability companies or other business
-2-
DocuSign Envelope ID: 62213AB4-B332-41 DD -87A7 -83D691 D458EB
entities and the reorganization, merger, liquidation or dissolution of any such
business entity;
the resolution and settlement of disputes, claims, disagreements,
controversies, litigation and legal proceedings brought by or against the
Company and the payment of any amounts in settlement thereof;
the preparation and filing of federal, state, county, municipal and local
income, excise, sales, use, property, business, license, occupation and other
tax returns, and the resolution and settlement of disputes, claims,
disagreements, controversies, litigation and legal proceedings relating to, or
arising out of, the same;
the voting of shares of stock and other equity interests of any company,
limited liability company, partnership, joint venture or other business entity
owned directly or indirectly by the Company; and
the execution and delivery of deeds, powers of attorney and other similar
instruments by or in the name of the Company.
Credit Agreement Authority
RESOLVED: That any person now or hereafter serving as the President, the Chief Financial
Officer, the Treasurer and any Assistant Treasurer, and any Vice President of the Company,
as well as any individual(s) specifically designated by any person now or hereafter serving
in any such position (each, an "Authorized Lending Official" and, collectively, the
"Authorized Lending Officials") shall be, and each such person acting singly hereby is,
authorized and empowered, in the name and on behalf of the Company, to execute and
deliver any and all agreements, instruments, documents, certificates, pledges, powers of
attorney, consents, assignments, contracts, notices, letter of credit agreements and all other
written matter of any kind or nature whatsoever arising under or relating to that certain
Credit Agreement, originally dated as of November 20, 2012 and amended and restated as of
May 6, 2015 (as so amended and restated and as further amended from time to time
thereafter, the "Credit Agreement"), by and among (i) the Company, RWG Germany GMBH,
Kaman Composites -UK Holdings Limited and Kaman Lux Holding S.a r.1.; (ii) each lender
from time to time a party thereto (collectively, the "Lenders" and, each a "Lender");
(iii) JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders (the
"Administrative Agent"); (iv) Bank of America, N.A. and Citizens Bank, N.A., as Co -
Syndication Agents; (v) SunTrust Bank, KeyBank National Association, TD Bank, N.A.,
Branch Banking & Trust Company and Fifth Third Bank, as Co -Documentation Agents; and
(vi) J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
RBSC, as Joint Lead Arrangers.
RESOLVED: That any Authorized Lending Official shall be, and each such person acting
singly hereby is, authorized and empowered, in the name and on behalf of the Company, to
make, execute and deliver any amendment, modification, extension or renewal of the Credit
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Agreement and/or any other document, agreement, or instrument to which the Company is
a party and to enter into any and all such other documents, agreements or instruments as the
Authorized Lending Official executing the same may deem necessary, appropriate or
desirable and shall approve, the execution thereof by any such Authorized Lending Official
to be conclusive evidence of his or her approval thereof.
Treasury Management Authority
RESOLVED: That any person now or hereafter serving as the Chief Financial Officer, the
Vice President - Tax, the Treasurer and any Assistant Treasurer of the Company, as well as
any individual(s) specifically designated by any person now or hereafter serving in any
such position (each, an "Authorized Treasury Management Official" and, collectively, the
"Authorized Treasury Management Officials"), shall be, and each such person acting singly
hereby is, authorized and empowered, in the name and on behalf of the Company, to obtain
treasury management services for or on behalf of the Company and, in connection
therewith, to take and effectuate any of the following actions, among others:
(i)
open, maintain and close accounts with any bank, brokerage, depositary,
securities trading or other financial services firm, institution or service
provider (each, a "Financial Service Provider") and make, execute and deliver
any and all documents necessary or appropriate in connection therewith;
sign checks, drafts, acceptances and other instruments, initiate Automated
Clearing House ("ACH") debits and Depository Transfer Check ("DTC")
payments and give instructions with respect to any account transaction,
including, but not limited to, the payment, transfer or withdrawal of funds by
wire, computer or other electronic means, or otherwise, or of money, credits,
items or property at any time held by a Financial Service Provider for the
account of the Company;
obtain loans, advances and credit for, or on behalf of, the Company (and
guarantee the obligations of others), on a secured or unsecured basis and
make, execute and deliver promissory notes and other written evidences of
indebtedness, applications for letters of credit, instruments of guarantee and
indemnity and agreements or undertakings, general or specific, with respect
to any of the foregoing; pledge, hypothecate, mortgage, assign, transfer, grant
liens and security interests in, give rights with respect to, endorse and deliver
property of any nature or description whatsoever, real or personal, and any
interest therein, as security for the payment of loans, advances, indebtedness,
guarantees and liabilities of, or credit given to, the Company or others; and
execute mortgages, deeds of trust, security agreements, instruments of
transfer, assignment or pledge, powers of attorney and other agreements or
instruments which may be necessary or desirable in connection therewith;
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(iv) sell or discount commercial paper, bills receivable, accounts receivable,
stocks, bonds or any other securities or property at any time held by the
Company and, to that end, endorse, assign, transfer and deliver the same;
(v) manage the financial risks associated with commodity prices, foreign
exchange rate and interest rate movements so as to reduce the risk of
economic loss and to mitigate reported earnings volatility through the use of
commodity, foreign exchange and interest rate hedging transactions and
other derivative products and services in accordance with the terms and
provisions of the Company's and Kaman Corporation's Financial Risk
Management Policy;
(vi) purchase and sell any and all forms of securities, including without
limitation, shares, stocks, bonds, debentures, notes, scrip, participation
certificates, rights to subscribe, options, warrants, certificates of deposit,
mortgages, evidences of indebtedness, commercial paper, certificates of
indebtedness and certificates of interest of any and every kind and nature
whatsoever; and
(vii) execute and deliver any and all such agreements, certificates, instruments,
notes, drafts, orders, trades and other documents required or requested by
any Financial Service Provider in connection with any of the foregoing
transactions, and execute and deliver any amendment, modification, renewal
or supplement of or to any of the foregoing agreements, certificates,
instruments, notes, drafts, orders, trades and other documents.
RESOLVED: That, in addition to the foregoing, the Authorized Treasury Management
Officials shall be, and each of them acting singly hereby is, authorized and empowered, in
the name and on behalf of the Company, to borrow money from, and lend money to, any
direct or indirect parent or subsidiary corporation for any lawful purpose.
Reservation of Authority
RESOLVED: That, notwithstanding anything to the contrary set forth in the preceding
resolutions, the Board of Directors expressly reserves for itself or a duly authorized
committee of the Board the power and authority to make, execute and deliver, in the name
and on behalf of the Company, any and all definitive transaction documents and
agreements relating to (i) the acquisition of another company or business through merger,
share purchase or acquisition of substantially all of the assets of such company or business,
where the aggregate purchase price (excluding the assumption of liabilities) exceeds US
$20 million, (ii) the sale or disposition of Company property including real property (but
excluding the Company's products and services) with a market value or a net book value in
excess of US $20 million, and (iii) any other matter expressly reserved to the Board or a
committee of the Board under the applicable provisions of state or federal law and the
applicable rules and regulations of the United States Securities and Exchange Commission
and the New York Stock Exchange.
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Department of Defense Statements of Full Disclosure
RESOLVED: That the Board does hereby take official notice of the statements of full
disclosure of all foreign connections as required by the U.S. Department of Defense
regulations for all Board members and officers as a result of certain foreign affiliations, as
properly presented from time to time, and does hereby authorize the President or his
designee to act on behalf of the Board in acknowledging all future statements of such full
disclosure which may be presented to the Board from time to time.
Action by Officers
RESOLVED: That in connection with the matters contemplated by the preceding
resolutions, the Secretary or any Assistant Secretary of the Company shall be, and each such
officer acting with or without the other(s) hereby is, authorized and empowered, in the
name and on behalf of the Company, to certify any more formal or detailed resolutions as
any such officer may deem necessary, desirable, advisable or appropriate to carry out the
full intent and purposes of the foregoing resolutions, and upon so doing, such resolutions
shall be deemed to have been adopted by the Board of Directors of the Company as if set
forth at length herein.
RESOLVED: That any Secretary or Assistant Secretary who certifies any more formal or
detailed resolutions pursuant to the authority set forth in the preceding resolution is hereby
directed to insert copies of such resolutions in the minute book of the Company.
RESOLVED: That the officers of the Company shall be, and each of them acting with or
without the others hereby is, authorized and directed to do, or cause to be done, all such
acts or things, to pay all costs, fees and expenses and to make, execute, seal and deliver, or
cause to be made, executed, sealed or delivered, all such agreements, documents,
instruments, payments, applications and certificates in the name and on behalf of the
Company and under the corporate seal or otherwise as they, in their sole discretion, may
deem necessary, advisable or appropriate to effectuate or carry out the purposes and intent
of the foregoing resolutions.
RESOLVED: That any acts of any officer or any member of this Board of Directors and of
any person or persons designated and authorized to act by any officer or by resolution of
this Board of Directors which would have been authorized by the foregoing resolutions
except that such acts were taken prior to the adoption of these resolutions, shall be, and
they hereby are, individually and collectively ratified, confirmed, approved and adopted as
acts on behalf of the Company.
This Consent may be executed in two or more counterparts, all of which taken together
shall be deemed to constitute a single instrument.
[Remainder of page intentionally left blank.]
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DocuSign Envelope ID. 62213AB4-B332-41 DD -87A7 -83D691 D458EB
IN WITNESS WHEREOF, the undersigned Directors of the Company have executed
this Consent, effective to the extent practicable as of the 3rd day of July, 2018.
7/2/2018
7/2/2018
7/2/2018
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Neal J. Keating
Robert D. Starr
a(ftum,st. 3. Lavivtimi Yr.
Alphonse J. Lariviere, Jr.
Agreement
THIS AGREEMENT is by and between INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida
organized and existing under the Laws of the State of Florida, (hereinafter called OWNER) and Florida
Armature Works, Inc. (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the
mutual covenants hereinafter set forth, agree as follows:
ARTICLE 1 - WORK
CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is
generally described as follows:
As needed Motor and Pump Repair
ARTICLE 2 - THE PROJECT
The Project for which the Work under the Contract Documents may be the whole or only a part is generally
described as follows:
Project Name: Annual Motor and Pump Repair
RFP Number: 2019056
Project Address: Various sites in Indian River County
ARTICLE 3 - TERM
The term this agreement is three years at the rates provided as Exhibit 1.
ARTICLE 4 — WORK AUTHORIZATION
A blanket Purchase Order will be issued each fiscal year to allocate funds, with individual requests for work
submitted by email.
ARTICLE 5 - PAYMENT PROCEDURES
5.01 Method of Payment
Owner shall make only one payment for each repair. Upon a determination of satisfactory
completion, the COUNTY Project Manager will authorize payment to be made. All payments for
services shall be made to the CONTRACTOR 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, et seq.).
5.02 Acceptance of Final Payment as Release
The acceptance by the CONTRACTOR of final payment shall be and shall operate as a release to the
OWNER from all claims and all liability to the CONTRACTOR other than claims in stated amounts as
may be specifically excepted by the CONTRACTOR for all things done or furnished in connection with
Page 1 of 10
the work under this Agreement and for every act and neglect of the OWNER and others relating to
or arising out of the work. Any payment, however, final or otherwise, shall not release the
CONTRACTOR or its sureties from any obligations under this Agreement, the Request for Proposals
or the Public Construction Bond.
ARTICLE 6 - INDEMNIFICATION
6.01 CONTRACTOR 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
CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of the
Work.
ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS
7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following
representations:
A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related
data identified in the Request for Proposal documents.
B. CONTRACTOR has visited the Site(s) and become familiar with and is satisfied as to the general, local,
and Site conditions that may affect cost, progress, and performance of the Work.
C. CONTRACTOR 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.
D. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all
additional or supplementary examinations, investigations, explorations, tests, studies, and data
concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site
which may affect cost, progress, or performance of the Work or which relate to any aspect of the
means, methods, techniques, sequences, and procedures of construction to be employed by
CONTRACTOR, including applying the specific means, methods, techniques, sequences, and
procedures of construction, if any, expressly required by the Contract Documents to be employed
by CONTRACTOR, and safety precautions and programs incident thereto.
E. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests,
studies, or data are necessary for the performance of the Work at the Contract Price, within the
Contract Times, and in accordance with the other terms and conditions of the Contract Documents.
F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the
Site that relates to the Work as indicated in the Contract Documents.
G. CONTRACTOR has correlated the information known to CONTRACTOR, information and
observations obtained from visits to the Site, reports and drawings identified in the Contract
Documents, and all additional examinations, investigations, explorations, tests, studies, and data
with the Contract Documents.
Page 2 of 10
H. CONTRACTOR has given OWNER written notice of all conflicts, errors, ambiguities, or discrepancies
that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof
by OWNER is acceptable to CONTRACTOR.
I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms
and conditions for performance and furnishing of the Work.
ARTICLE 8 - CONTRACT DOCUMENTS
8.01 Contents
A. The Contract Documents consist of the following:
(1) This Agreement (pages 1 to 10, inclusive);
(2) Certificate(s) of Liability Insurance;
(3) Request for Proposals 2019056 and its Addendum 1;
(4) CONTRACTOR'S Submitted Proposal, including all mandatory forms;
(5) 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 Request for Proposals.
9.02 Assignment of Contract
A. No assignment by a party hereto of any rights under or interests in the Agreement will be binding
on another party hereto without the written consent of the party sought to be bound; and,
specifically but without limitation, moneys that may become due and moneys that are due may not
be assigned without such consent (except to the extent that the effect of this restriction may be
limited by law), and unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility
under the Contract Documents.
9.03 Successors and Assigns
Page 3 of 10
A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto, its partners, successors, assigns, and legal representatives
in respect to all covenants, agreements, and obligations contained in the Contract Documents.
9.04 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 CONTRACTOR, who agree that the Contract Documents shall be reformed
to replace such stricken provision or part thereof with a valid and enforceable provision that comes
as close as possible to expressing the intention of the stricken provision.
9.05 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.
9.06 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.
Page 4 of 10
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
1801 27th Street
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material breach of this
Agreement.
ARTICLE 10 — FEDERAL CLAUSES
10.01 OWNER and CONTRACTOR will adhere to the following, as applicable to this work, which may be
eligible for Public Assistance funding after emergencies:
A. Compliance with the Contract Work Hours and Safety Standards Act:
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the
contract work which may require or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic in any workweek in which he or she is employed
on such work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not Tess than one and one-half times the basic rate of pay for all
hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the
clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible
therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall
be liable to the United States (in the case of work done under contract for the District of Columbia
or a territory, to such District or to such territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or mechanic, including
watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this
section, in the sum of $10 for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. OWNER shall upon its own action or
upon written request of an authorized representative of the Department of Labor withhold or
cause to be withheld, from any moneys payable on account of work performed by the contractor
or subcontractor under any such contract or any other Federal contract with the same prime
contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime contractor, such sums as may be determined to
be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in paragraph (2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to
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include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for
compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (1) through (4) of this section.
B. Clean Air Act:
(1) The contractor 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 contractor agrees to report each violation to the OWNER and understands and agrees that
the OWNER will, in turn, report each violation as required to assure notification to the State of
Florida, Federal Emergency Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FEMA.
C. Federal Water Pollution Control Act:
(1) The contractor 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 contractor agrees to report each violation to the OWNER and understands and agrees that
the OWNER will, in turn, report each violation as required to assure notification to the State of
Florida, Federal Emergency Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FEMA.
D. Energy Policy and Conservation Act – The Contractor 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.
E. 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 contractor is required to verify that none of the contractor, its principals (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 contractor 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 contractor 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 the State of Florida, and 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.
F. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended)—Contractors who apply or bid
for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier
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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.
G. Procurement of Recycled/Recovered Materials:
(1) In the performance of this contract, the Contractor 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 we b site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-
program. The list of EPA -designate items is available at http://www.epa.gov/cpe/products.htm.
H. Access to Records: The following access to records requirements apply to this contract:
(1) The contractor agrees to provide OWNER, 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 Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions.
(2) The Contractor 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 contractor agrees to provide the FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
I. DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or
reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval.
J. 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 contractor will comply
will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and
directives.
K. 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.
L. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor
acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)
applies to the contractor's actions pertaining to this contract.
Page 7 of 10
M. AFFIRMATIVE STEPS: 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 11: 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.
Page 8 of 10
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.
F. TERMINIATION IN REGARDS TO F.5. 287.135: TERMINATION IN REGARDS TO F.S. 287.135:
CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined by Florida law
are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of
the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is
for goods or services of one million dollars or more, CONTRACTOR certifies that it and those
related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies
with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not
engaged in business operations in Cuba or Syria.
OWNER may terminate this Contract if CONTRACTOR is found to have submitted a false
certification as provided under section 287.135(5), Florida Statutes, been placed on the
Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in
the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as
defined by section 287.135, Florida Statutes.
OWNER may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries,
majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is
found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in
a boycott of Israel as set forth in section 215.4725, Florida Statutes.
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.
Page 9 of 10
This Agreement will be effective on August 13 , 2019 (the date the Agreement is approved by the
Indian River County Board of County Commissioners, which is the Effective Date of the Agreement).
OWNER:
INDIAN RIVER COUNTY
CONTRACTOR:
Florida Armature Works I
By:
san Adams, Vice—Chairman
n County Administrator,:,-,....
"' ••Attest:
9i✓E'R 00��y�"
IENCY:
APPROVED AS TO FORM AND LEGAL
By:
Dylan Reingo d, County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest:
(SEAL)
Deputy Clerk
Designated Representative:
Name: Sean McFarland
Title: Assistant Utility Operations Manager
Address: 4350 41" Street, Vero Beach, FL 32967
Phone: (772) 226-3402
Email smcfarland@ircgov.com
Page 10 of 10
Herm n Gar $ , Vice President
e lie BarnItt, Vice President
Address for giving notices:
2460 Smith St.
Kissimmee, FL 34744
License No.
(Where applicable)
Agent for service of process:
Designated Representative:
Name: Herman Garcia
Title: Vice President
Address: 2460 Smith St. Kissimmee, FL 34744
Phone: (407) 846-1745
Email: Herman@flarmworks.com
(If CONTRACTOR is a corporation or a partnership,
attach evidence of authority to sign.)
Exhibit 1- Pricing
2019056 Annual RFP for Motor and Pump Repair
PROPOSAL. PRICING — RFP #2019056 for Annual Motor and Pump Repair
Proposer submits the following prices for the work described in this solicitation:
Item of Work
Per (Unit)
Unit Price
1.
Trailer Truck Service to transport pump to and from repair
facility (time must be reasonable compared to Google Maps
estimate. No pay for breakdowns).
HR
$ 0
2.
Crane Truck Service (including operator) for removing and install
pump or motor
HR
$ 100.00
3.
Standard Labor Rate (Mechanic) Monday — Friday, 8:00 am —
5:00 pm
HR
S 35.00
4.
Non -Standard Labor Rate (Mechanic) After hours, weekend, and
holidays
HR
$ a5.00
5.
Standard Labor Rate (Machinist) Monday — Friday, 8:00 am —
5:00 pm
HR
$ 40.00
6.
Non -Standard Labor Rate (Machinist) After hours, weekend, and
holidays
HR
$ 50.00
7.
Tear Down and Inspection
HR
$ o
Parts Allowance: Cost plus markup %
15 .
The undersigned hereby certifies that they have read and understand the contents of this solicitation
and agree to furnish at the prices shown above all of the services specified in the RFP document,
subject to all instructions, conditions, specifications and attachments hereto. Failure to have read all
the provisions of this solicitation shall not be cause to alter any resulting contract or request additional
compensation.
Florida ArmaturgWorks, Inc
Name of irm
Authorizes ignure
Vice President
2460 Smith St.
Address
Kissimmee. FL 34744
City, State, Zip Code
407 ) 846 _ 1745
Title Phone
5-1 k-ao�9
herman@flarmworks.com
Date Signed E-mail
Page 16 of 20