HomeMy WebLinkAbout2021-016AAgreement
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 Creative
Solutions Companion Care Service, LLC (hereinafter called PROVIDER). OWNER and PROVIDER, in
consideration of the mutual covenants hereinafter set forth, agree as follows:
ARTICLE 1- WORK
PROVIDER shall provide Registered Nurses capable of administering vaccinations during emergency
situations, and Administrative Clerks to provide clerical support at locations as identified by OWNER
("Distribution Location") for the length and period of time as dictated by OWNER.
ARTICLE 2 - CONTRACT TERM
The term of this agreement is one year.
ARTICLE 3 - CONTRACT PRICE
OWNER shall pay PROVIDER a rate of $47.50 per hour, per Nurse. OWNER shall pay PROVIDER a per diem
rate of $150 per nurse for nurses that travel more than 45 miles to the Distribution Location. Owner shall
pay PROVIDER a rate of $18.00 per hour per Administrative Clerk.
ARTICLE 4 - PAYMENT PROCEDURES
OWNER shall make periodic payments no more than once weekly, after receipt of invoice providing sufficient
detail and documentation of hours worked per nurse and eligibility for per diem. All payments for services
shall be made to the PROVIDER 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.).
ARTICLE 5 - INDEMNIFICATION
PROVIDER 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 PROVIDER and persons employed
or utilized by the PROVIDER in the performance of the Work.
ARTICLE 6 - PROVIDER'S REPRESENTATIONS
7.01 In order to induce OWNER to enter into this Agreement PROVIDER makes the following
representations:
A. PROVIDER 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.
B. PROVIDER 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, during the
Contract Term, and in accordance with the other terms and conditions of the agreement.
C. The agreement is generally sufficient to indicate and convey understanding of all terms and
conditions for performance and furnishing of the Work.
D. PROVIDER is registered with and will use the Department of Homeland Security's E -Verify system
(www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the
duration of this agreement, as required by Section 448.095, F.S. PROVIDER is also responsible for
obtaining proof of E -Verify registration and utilization for all subcontractors.
ARTICLE 7 - MISCELLANEOUS
7.01 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 agreement.
7.02 Successors and Assigns
OWNER and PROVIDER 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 agreement.
7.03 Severability
Any provision or part of the agreement 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 PROVIDER, who agree that the agreement 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.
7.04 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.
7.05 Public Records Compliance
A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The Provider shall
comply with Florida's Public Records Law. Specifically, the Provider 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 Provider 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 Provider or keep and maintain public records required bythe Countyto perform
the service. If the Provider transfers all public records to the County upon completion of the
contract, the Provider shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Provider keeps and maintains
public records upon completion of the contract, the Provider 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 PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACTTHE 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 Provider to comply with these requirements shall be a material breach of this
Agreement.
ARTICLE 8 — FEDERAL CLAUSES
8.01 OWNER and PROVIDER will adhere to the following, as applicable to this work:
A. Suspension and Debarment
(1) This agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.
As such the Provider is required to verify that none of the Provider, 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 Provider 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 Provider 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 Florida Department of Emergency
Management (FDEM) and Indian River County, the Federal Government may pursue available
remedies, including but not limited to suspension and/or debarment.
(4) The Provider 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 Provider further agrees to include a provision requiring such compliance
in its lower tier covered transactions.
B. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended)—Providers who apply or bid for
an award of $100,000 or more shall file the required certification. Each tier certifies to the tier
above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, officer or employee of Congress, or an employee of a member of Congress
in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C.
§ 1352. Each tier shall also disclose any lobbying with non -Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up
to the recipient.
C. Access to Records
(1) The Provider agrees to provide FDEM, Indian River County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representatives access to any
books, documents, papers, and records of the Provider which are directly pertinent to this
contract for the purposes of making audits, examinations, excerpts, and transcriptions.
(2) The Provider 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 Provider 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.
D. DHS Seal, Logo, and Flags: The Provider shall not use the DHS seal(s), logos, crests, or
reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval.
E. 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 Provider will comply
will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and
directives.
F. 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, Provider, or any other
party pertaining to any matter resulting from the contract.
G. Program Fraud and False or Fraudulent Statements or Related Acts: The Provider acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
Provider's actions pertaining to this contract.
H. AFFIRMATIVE STEPS: PROVIDER 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 9: TERMINATION OF CONTRACT
A. The occurrence of any of the following shall constitute a default by PROVIDER 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 PROVIDER is improperly performing work or violating any
provision(s) of the Agreement;
(2) if in the OWNER's opinion PROVIDER's work is being unnecessarily delayed and will not
be finished within the prescribed time;
(4) if PROVIDER assigns this Contract or any money accruing thereon or approved thereon;
or,
(5) if PROVIDER 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 PROVIDER
or for any of his property.
B. OWNER shall, before terminating the Contract for any of the foregoing reasons, notify PROVIDER
in writing of the grounds for termination and provide PROVIDER with ten (10) calendar days to
cure the default to the reasonable satisfaction of the OWNER.
C. If the PROVIDER fails to correct or cure within the time provided in the preceding Sub -Article B,
OWNER may terminate this Contract by notifying PROVIDER in writing. Upon receiving such
notification, PROVIDER shall immediately cease all work hereunder and shall forfeit any further
right to possess or occupy the site.
D. The PROVIDER shall be liable for:
(1) any new cost incurred by the OWNER in soliciting a new contract; and
(2) the difference between the cost of completing the new contract and the cost of completing
this Contract;
(3) any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to
enforce its rights herein.
E. TERMINATION FOR CONVENIENCE: OWNER may at any time and for any reason terminate
PROVIDER's services and work for OWNER's convenience. Upon receipt of notice of such
termination PROVIDER 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 Provider 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 PROVIDER as are permitted by the prime contract
and approved by the OWNER.
Provider shall not be entitled to any other claim for compensation or damages against the County
in the event of such termination.
F. TERMINATION IN REGARDS TO F.S. 287.135: TERMINATION IN REGARDS TO F.S. 287.135:
PROVIDER certifies that it and those related entities of PROVIDER 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, PROVIDER certifies that it and those related
entities of PROVIDER 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 PROVIDER 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 PROVIDER, 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 PROVIDER have signed this Agreement in duplicate. One counterpart
each has been delivered to OWNER and PROVIDER. All portions of the Agreement have been signed or
identified by OWNER and PROVIDER or on their behalf.
This Agreement will be effective on January 6.20? ;013NT Y"CO "
OWNER: Pji�1JIDER:
INDIAN RIVER COUNTY = i �°r Cre�twe lutions Compa on are Service, LLC
' s . 651
Jason E/Brov/n, County Administrator
APPROVEDASTO FORM AND LEG FICIENCY:
By:
Dyl n Reingold, County Attorney
Jeffrey R. mith, Clerk of Co comptroller
Attest: ,
k&
Deputy Clerk
(SEAL)
Designated Representative:
Name: Tad Stone
Title: Emergency Services Director
Address: 4225 43`d Ave, Vero Beach, FL 32967
Phone: 772-226-3947
Email; tstone@ircgov.com
/ (Pr6vicyr)
(CORPORATE SEA
Attes
Designated Representative: nn 1
Name: An-ah,4 L. �Jay Jzirci
Title: C& O
Address: 2$3j AAM—S
R 'v; ► c, 3 3
Phone: 4-(4-0
Email: ih��Crc+ASulul.�gs�CS•(yti,
(If PROVIDER is a corporation or a partnership,
attach evidence of authority to sign.)