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HomeMy WebLinkAbout2021-013DAgreement Precision Staffing 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 Precision Staffing, Inc. DBA AP Recruiters and Associates (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: Temporary Staffing Services 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: Bid Number: Project Address: ARTICLE 3 - CONTRACT TIMES Temporary Staffing Services 2021008 Various facilities throughout the County The initial term of this award is from January 19, 2021 through September 30, 2021, with two one-year renewals available. ARTICLE 4 - CONTRACT PRICE 4.01 Work shall be completed at the prices provided in the Contractor's bid, and as modified by amendment to this agreement. 4.02 All services provided by the CONTRACTOR for the OWNER shall be identified in Work Authorization and performed in a timely, efficient, cost effective manner. Work Authorization shall include a description of services to be performed; a statement of fees; a schedule of deliverables; proposed schedule for compensation and whether compensation is lump sum maximum amount not to exceed task based, or any combination of the foregoing; a budget establishing the amount of compensation to be paid with sufficient detail so as to identify all of the various elements of costs; and any other additional instructions or provisions relating to the specific Services authorized pursuant to each Purchase Order that does not conflict with the terms of this Agreement. 4.03 Whenever the term "Work Authorization" is used herein, it is intended to mean that formal document that is dated; serially numbered; and executed by both the OWNER and the CONTRACTOR by which the OWNER accepts Contractor's proposal for specific services and CONTRACTOR indicates a willingness to perform such specific services for the terms and under the conditions specified in this Agreement. Each Purchase Order must be fully executed by the OWNER. Agreement Precision Staffing 4.04 Services related to any individual Work Authorization which would increase, decrease or which are otherwise outside the scope of Services or level of effort contemplated by a Work Authorization shall be Services for which the Contractor must obtain the prior written approval of the OWNER as provided by this Agreement. All terms for the performance of such Services must be agreed upon in a written document prior to any deviation from the terms of a Work Authorization, and when properly authorized and executed by both the CONTRACTOR and the OWNER shall become an amendment to the Work Authorization or a new Work Authorization, at the sole option of the OWNER. 4.05 A Work Authorization shall not give rise to any contractual rights until it meets the foregoing requirements. Each specific Work Authorization, as approved by the OWNER, shall be an addendum to this Agreement. Nothing contained in any Work Authorization shall conflict with the terms of this Agreement, and the terms of this Agreement shall be deemed to be incorporated in each individual Work Authorization as if fully set forth therein. ARTICLE 5 - PAYMENT PROCEDURES 5.01 CONTRACTOR shall invoice OWNER weekly for services under each Work Authorization. All payments for services shall be made to the CONTRACTOR by the OWNER in accordance with the Local Government Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida Statutes, et seq.). Upon a determination of satisfactory completion, the OWNER Project Manager will authorize payment to be made. 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 Invitation to Bid documents. B. 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 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 2 Agreement Precision Staffing 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. 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) Work Authorization(s); (3) Certificate(s) of Liability Insurance; (4) Invitation to Bid 2021008; (5) Addenda (numbers 1 to 2, inclusive); (6) CONTRACTOR'S Bid Form (pages 14 to 16, inclusive); (7) Drug Free Workplace Form (page 17); (8) Affidavit of Compliance (Addendum 2); (9) Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships (pages 18 to 19, inclusive); (10) Certification Regarding Prohibition Against Contracting with Scrutinized Companies.(page 20); 3 Agreement Precision Staffing (11) Certification Regarding Lobbying (page 21); (12) The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: a) Written Amendments; b) Work Change Directives; c) Change Order(s). ARTICLE 9 - MISCELLANEOUS 9.01 Terms A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid. 9.02 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 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. 4 Agreement Precision Staffing 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. 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 — FEDERAL CLAUSES 10.01 OWNER and CONTRACTOR will adhere to the following, as applicable to this work: 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 F1 Agreement Precision Staffing 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 $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. The 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 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. M Agreement Precision Staffing 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. 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 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 no`n-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:/Iwww.epa.goy/cpg/products.htm. H. Access to Records: The following access to records requirements apply to this contract: (1) The contractor agrees to provide OWNER, State of Florida„ 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. 7 Agreement Precision Staffing (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 Department of Homeland Security (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. 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 H. Agreement Precision Staffing (5) if CONTRACTOR abandons the work, is adjudged bankrupt, or if he makes a general assignment for the benefit of his creditors, or if a trustee or receiver is appointed for CONTRACTOR or for any of his property. B. OWNER shall, before terminating the Contract for any of the foregoing reasons, notify CONTRACTOR in writing of the grounds for termination and provide CONTRACTOR with ten (10) calendar days to cure the default to the reasonable satisfaction of the OWNER. C. If the CONTRACTOR fails to correct or cure within the time provided in the preceding Sub -Article B, OWNER may terminate this Contract by notifying CONTRACTOR in writing. Upon receiving such notification, CONTRACTOR shall immediately cease all work hereunder and shall forfeit any further right to possess or occupy the site or any materials thereon; provided, however, that the OWNER may authorize CONTRACTOR to restore any work sites. D. The CONTRACTOR shall be liable for: (1) any new cost incurred by the OWNER in soliciting bids or proposals for and letting a new contract; and (2) the difference between the cost of completing the new contract and the cost of completing this Contract; (3) any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to enforce its rights herein. E. -TERMINATION FOR CONVENIENCE: OWNER may at anytime 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. 9 Agreement Precision Staffing 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. OWNER: CONTRACTOR: APPROVED AS TO FORM AND LEGA UFFICIENCY: By: D Reingold, County Attorney Jeffrey R. Smith, Clerk of Court and Comptroller aal/xv Attest: Deputy Clerk (SEAL) Designated Representative: Name: Title: Address: Phone Email WE (CORPORATE SEAL) Address forgiving notices: 91.)% C Wes Y1r1 �. -�::L 334U 1 License No. (Where applicable) Agent for service of process: Designated Representative: Name: W► Title: Address: 301 c>� G\ -&x 339131 Phone: ma - 3bL4 - uzgt3 Email: 41"i% 0-4 !!EgMc^A .conn (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) Agreement Precision Staffing Exhibit 1— Pricing ll Bid Form Temporary Staffing Services Bid #: Bid Opening Date and Time: Bid Opening Location: The following addenda are hereby acknowledged: Addendum Number 2 U-%% nU\\ 2021008 Temporary Staffing Services.doc 2021008 November 4, 2020 Purchasing Division 1800 27th Street Vero Beach, FL 32960 Date 10/15/2020 10/2912020 2:00 P.M. Bidders are not required to provide pricing on every category. Please mark N/A for personnel categories you do not wish to provide. In accordance with all terms, conditions, specifications, and requirements, the Bidder offers the fnilowing- cif6 kforce Caikegt►r �` k ' ' Mourty Rate t 1. Administrative Support — General $11.00 2. Administrative Support — Advanced $12.00 3. Labor Support 1$11.25 Will your company extend these prices to other governmental agencies within the State of Florida? ZW-9 is attached Fv�Occupational License is attached MV Specimen Insurance Certificate is attached Page 14 of 33 Yes ® No ❑