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HomeMy WebLinkAbout2023-020AGREEMENT 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 SoFI Corporation (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE i - WORK CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: Indian River County Housing Program Rehabilitation Work Inspection Services, including inspection of single family homes prior to purchase or prior to approval of an owner -occupied home rehabilitation loan application, to determine if the house is structurally sound and can be rehabilitated. The CONTRACTOR must then determine the type and amount of rehabilitation work needed, prepare a detailed work write-up and cost estimate of the rehabilitation work that needs to be done, review contractor bids, approve change orders, inspect completed work prepare punch lists, and verify that the job is complete and that payment to the contractor can be processed. 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: Housing Inspection Services RFP Number: 2023004 ARTICLE 3 - CONTRACT TIMES This agreement shall be effective until June 10, 2024. ARTICLE a - CONTRACT PRICE 4.01 OWNER shall pay CONTRACTOR for completion of the Work an amount in current funds equal to the sum of the amounts in the table below. Work Task Not to exceed fee Rehabilitation loan approval inspection $500 Detailed inspection, rehabilitation work write-up and project $2,250 closeout ARTICLE 5 - PAYMENT PROCEDURES 5.01 CONTRACTOR shall bill the COUNTY after completion of each work task. 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.). No advance or prepayment will occur. ARTICLE 6 - INDEMNIFICATION 6.o1 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 is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. C. 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. D. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. E. Contractor is registered with and will use the Department of Homeland Security's E -Verify system (www.e-verifLgov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section 448.095, F.S. Contractor is also responsible for obtaining proof of E -Verify registration and utilization for all subcontractors. ARTICLE 8 - CONTRACT DOCUMENTS 8.oi Contents A. The Contract Documents consist of the following: (1) This Agreement; (2) Notice(s) to Proceed for each property; (3) Certificate(s) of Liability Insurance; (4) Request for Proposals 2023004; (5) CONTRACTOR'S Submitted Proposal; (6) Respondent Information Form; (7) Sworn Statement Under Section 105.o8, Indian River County Code, on Disclosure of Relationships; (8) Certification Regarding Prohibition Against Contracting with Scrutinized Companies; (9) Indian River County Local Housing Assistance Program SHIP Program Minimum Standards for Rehabilitation of Residential Properties (Revised October 27, 2015, or most current) (1o) Sample Work Write-up (11) Rehabilitation Inspection Services Forms (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.oi 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 parry hereto of any rights under or interests in the Agreement will be binding on another party hereto without the written consent of the parry 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 andAssigns 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.o6 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 fig 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 uublicrecords(&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 io —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: (i) 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 4 (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 (1o) 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 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. 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. This Agreement will be effective on January 31, 2023. Oki Mlss .• OWNER: ; J�>• ��yF, INDIAN -RIVER COUNTY By: ( /tel, . �- i �C��.. ,.*.• �''I"a By: '••�'fR COU�� Michae C. ito, Interim County Administrator APPROVED AS TO F D LEGAL SUFFICIEN By: eingold, County Attorney Jeffrey R. Smith, Clerk of Court and Comptroller Attest: , ajaj'&&� Deputy Clerk (SEAL) Designated Representative: Bill Collins, SHIP Housing Coordinator 1801 27th Street, Vero Beach, FL 3296o Phone: 772-226-4355 bcollins@ircgov.com Ca Sol By: Att (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) Designated Representative: Jeffrey Igoe, President 505 Beachland Boulevard #221 Vero Beach, FL 32963 (772) 231-7025 jeff@jiarchtects.com