HomeMy WebLinkAbout2020-124AAgreement for Sandridge Golf Club Maintenance
Agreement
THIS MAINTENANCE AGREEMENT ("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 International Golf Maintenance, 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 Document, generally
described as agronomic, horticultural and recurring services ("Services") for Sandridge Golf Club ("Club"),
located at 5300 73rd Street, Vero Beach, Florida. Services will be provided as detailed in Request for Proposals
(RFP) 2020034 and Contractor's response to the RFP.
ARTICLE 2 - TERM
This Agreement shall be effective for a period of five years from the Effective Date (October 1, 2020), unless
earlier terminated as provided herein. OWNER shall have the option to renew this agreement for two
additional five year terms, based on Contractor concurrence and determination that renewal is in the best
interest of the OWNER.
ARTICLE 3 - PAYMENT
Owner shall make monthly payments, equal to one twelfth of the annual total price, on the last Friday of
each month.
Year 1 total contract price
$ 1,188,722.50
Year 2 total contract price
$ 1,221,307.23
Year 3 total contract price
$ 1,262,452.30
Year 4 total contract price
$ 1,297,108.82
Year 5 total contract price
$ 1,336,477.91
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.). Any payment, however, final or otherwise, shall not release the CONTRACTOR or its sureties from
any obligations under this Agreement, the RFP, or the Public Construction Bond.
ARTICLE 4 - CONTRACT PRICE ADJUSTMENT
The Contractor may request an annual rate adjustment in writing to the County no later than June 1 of
the year in which Contractor would like the rate adjustment to go into effect. Such rate adjustments are
subject to approval by the Board of County Commissioners. If approved, the rate adjustment would
become effective October 1 of that year. No adjustment will be considered prior to 2025.
The rate of adjustment shall be based on 75 -percent of the change in the Consumer Price Index (CPI)
between the month of April in the prior year (CP11) and the month of April in the current year (CP12).
The CPI shall be the South Urban Region, All Items — All Urban Wage Earners and Clerical Workers,
published by the United States Department of Labor, Department of Labor Statistics (Series ID =
CWUR0300SA0). The total rate adjustment is rounded to the nearest hundredth of a percent and in any
given year shall not exceed three percent (3.0%) of the previous rate.
Agreement for Sandridge Golf Club Maintenance
FORMULA FOR CALCULATING ANNUAL RATE ADJUSTMENT
Annual Adjustment (as a Percentage) AA = (((CP12 - CP11) / CP11) * 0.75));
New Rate = Round ((Current Rate + AA*Current Rate), 2)
When there is a CPI decrease, the County may request a commensurate decrease in the same manner.
ARTICLE 5 - INDEMNIFICATION
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 6 — INSURANCE
CONTRACTOR shall not commence work until they have obtained all the insurance required under this
section, and until such insurance has been approved by the OWNER. CONTRACTOR's insurance shall be
primary. OWNER shall be named as an additional insured for both General Liability and Automobile
Liability. CONTRACTOR shall maintain the following limits of insurance during the term duration of this
agreement.
General Liability
Each Occurrence $500,000
Fire Damage -any one fire $50,000
Medical Expenses -any one person $5,000
Personal and Advertising Injury $500,000
General Aggregate $500,000
Combined Single Limit $500,000
Automobile Liability — Combined Single Limit $500,000
Worker's Compensation as required by the State of Florida
Each accident $100,000
Each Disease — Each employee $100,000
Each disease — policy limit $500,000
The policy shall cover the CONTRACTOR, all employees, and/or volunteers, and all
independent contractors, subcontractors and professional contractual persons hired
or retained by CONTRACTOR.
All above insurance policies shall be placed with insurers with a Best's rating of no less than A -VII. The
insurer chosen shall also be licensed to do business in Florida. The insurance policies procured shall be
"Claims Made" policies or as generally available on the open insurance market. The Insurance Carriers
shall supply Certificates of Insurance evidencing such coverage to the OWNER's Management Department
prior to the execution of this Agreement.
The insurance companies selected shall send written verification to the OWNER's Risk Management
Department that they will provide 30 days written notice to OWNER's Department of Risk Management
of its intent to cancel or terminate.
Agreement for Sandridge Golf Club Maintenance
ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS
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.
CONTRACTOR has visited the Site 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 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.
E. 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
The Contract Documents consist of the following:
(1) This Agreement (pages 1 to 7, inclusive);
(2) Public Construction Bond (pages 40 to 42, inclusive);
(3) Certificate(s) of Liability Insurance
(4) Request for Proposals 2020034
(5) Addenda (numbers 1 to 2, inclusive);
(6) CONTRACTOR'S Submitted Proposal (pages 1 to 61, inclusive);
(7) Drug Free Workplace Form (pages 31 to 31, inclusive)
(8) Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships
(pages 27 to 28, inclusive);
(9) Certification Regarding Prohibition Against Contracting with Scrutinized Companies
(10) Certification Regarding Lobbying
(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;
Agreement for Sandridge Golf Club Maintenance
b) Work Change Directives;
c) Change Order(s).
ARTICLE 9 - MISCELLANEOUS
9.01 Terms
Terms used in this Agreement will have the meanings indicated in the Request for Proposals.
9.02 Assignment of Contract
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
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
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
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
4
Agreement for Sandridge Golf Club Maintenance
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
180127th 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 - 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 County's Representative 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)
ime;(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.
5
Agreement for Sandridge Golf Club Maintenance
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. The OWNER shall pay CONTRACTOR for all work satisfactorily completed prior to the effective
date of termination.
F. 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.
G. 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.
2
Agreement for Sandridge Golf Club Maintenance
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 was approved on July 7, 2020 , with an effective date of October 1, 2020.
OWNER: ...... CONTRACTOR:
INDIAN RIVER COUNTY :'o.' ;s ;Ld1
Sus Adams, Chairman •..qti., ..j (Contractor)
.'•q��Efl COON�y'"A" '
By. "".•. (CORPORATE SEAL) -
U 196'y. Brown, County Administrator
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
By:
an Reingold, County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest: 'VV
Deputy Clerk
(SEAL)
Designated Representative:
Name: Bela Nagy
Title: Director of Golf
Address: 5300 73rd Street, Vero Beach, FL
Phone: 772-770-5003
Email: bnagy@ircgov.com
7
Attest
I Z/ /X'
Address forgiving notices:
5 �c� �I Vii. • �u 2
License No.
(Where applicable)
Agent for service of process:
Designated
Designated Representative:
Name: k..• EbC- 9- W
LS le -1 -
Title: C,FO
Address:
Phone: -1
Email: U6LKQ OM41 - QZVn
(If CONTRACTOR is a corporation or a partnership,
attach evidence of authority to sign.)
7/9/2020 Detail by Entity Name
DIVISION OF CORPORATIONS
DIJtut offlrial 5itur offiurirlrt websitr-
Department of State / Division of Corporations / Search Records / Search y Entity Name /
Detail by Entity Name
Foreign Profit Corporation
INTERNATIONAL GOLF MAINTENANCE, INC
Filing Information
Document Number
F98000000631
FEI/EIN Number
59-3489578
Date Filed
02/03/1998
State
DE
Status
ACTIVE
Last Event
CORPORATE MERGER
Event Date Filed
02/13/1998
Event Effective Date
NONE
Principal Address
5385 GATEWAY BLVD
SUITE 12
LAKELAND, FL 33811
Changed: 04/18/2016
Mailing Address
5385 GATEWAY BLVD
SUITE 12
LAKELAND, FL 33811
Changed: 04/18/2016
Registered Agent Name & Address
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSEE, FL 32301-2525
Officer/Director Detail
Name & Address
Title CFO
BURK, K ERIC
5385 GATEWAY BLVD
SUITE 12
LAKELAND, FL 33811
search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=l NTERNATIONA... 1/3
7/9/2020
111111110491*61
JACKSON, RON E
5385 GATEWAY BLVD
SUITE 12
LAKELAND, FL 33811
Title Secretary
BURK, K ERIC
5385 GATEWAY BLVD
SUITE 12
LAKELAND, FL 33811
Annual Reports
Report Year
Filed Date
2018
04/30/2018
2019
05/01/2019
2020
04/30/2020
Document ImaM
04/30/2020 -- ANNUAL REPORT
05/01/2019 -- ANNUAL REPORT
04/30/2018 - ANNUAL REPORT
04/28/2017 -- ANNUAL REPORT
04/18/2016 -- ANNUAL REPORT
01/17/2015 -- ANNUAL REPORT
02/25/2014 -- ANNUAL REPORT
04/25/2013 -- ANNUAL REPORT
04/20/2012 -- ANNUAL REPORT
04/11/2011 -- ANNUAL REPORT —
02/08/2010 -- ANNUAL REPORT
03/23/2009 -- ANNUAL REPORT
04/18/2008 -- ANNUAL REPORT
03/27/2007 -- ANNUAL REPORT
05/01/2006 -- ANNUAL REPORT
01/20/2005 -- ANNUAL REPORT
02/19/2004 -- ANNUAL REPORT
03/19/2003 -- ANNUAL REPORT
03/04/2002 -- ANNUAL REPORT
02/28/2001 -- ANNUAL REPORT
07/26/2000 -- ANNUAL REPORT
04/08/1999 -- ANNUAL REPORT
02/13/1998 -- Merger
02/03/1998 -- Foreign Profit
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDF format
View image in PDFformat
- - --
View image in PDF format
Detail by Entity Name
search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=INTERNATIONA... 2/3