HomeMy WebLinkAbout2025-217Final Agreement
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 Chefs Depot, DBA Culinary Depot, hereinafter called CONTRACTOR). OWNER and
CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows:
ARTICLE 1 - WORK AND PROJECT
CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The
Work is generally described as follows:
Furnish, Deliver and start up equipment as described in specifications and depicted in plans.
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: Sandridge Golf Club Kitchen Equipment
Bid Number: 2025051
Project Address: 530073 rd Street, Vero Beach, FL 32967
ARTICLE 2 - CONTRACT TIMES
2.o1 Time of the Essence
All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final
payment as stated in the specifications are of the essence of the Agreement. Receipt of a fully
executed copy of this agreement by electronic means shall serve as notice to proceed.
2.02 Milestones
All equipment will be delivered to the project address for installation by May 29, 2026. Owner will
coordinate closely with building contractor, and relay any changes to milestones in writing. S
ARTICLE 3 - CONTRACT PRICE
3.01 OWNER shall pay CONTRACTOR for completion of the Work an amount in current funds
equal to the sum of the amounts determined pursuant to paragraph 3.o1.A and summarized in
paragraph 4.01.13, below:
A. For all equipment, at the prices stated in CONTRACTOR's Bid, attached hereto as Exhibit 1.
B. THE CONTRACT SUM subject to additions and deductions provided in the Contract
Documents:
Numerical Amount: $6o7,66o.5o
Written Amount: Six -hundred and seven thousand six hundred sixty dollars and fifty
cents
Final Agreement
ARTICLE 4 - PAYMENT PROCEDURES
4.01 Method of Payment
COUNTY shall make only one payment for the entire amount of the contract when the work has
been completed. 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.).
4.02 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 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
Invitation to Bid or the Public Construction Bond.
4.03 Liquidated Damages.
In the event CONTRACTOR fails to deliver the specified equipment/materials in accordance with
the schedule and/or quantities set forth by the COUNTY's Construction Manager, as necessary,
or within such extra time as may have been granted by the COUNTY, the shall be entitled to
withhold from any amounts otherwise due Supplier, or to be paid as a debt due,$1500.00 per
calendar day of unexcused delay, not as a penalty, but as liquidated damages. The total amount of
liquidated damages for delay associated with CONTRACTOR's failure to deliver the specified
equipment shall not exceed a cumulative total of $1,000,000.00 or l00% of whichever is less of
the total Contract Sum.
ARTICLE.r; - 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 - CONTRACTOR'S REPRESENTATIONS
6.oi 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.
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Final Agreement
D. The goods and services supplied by CONTRACTOR to the COUNTY pursuant to this
Agreement will fully conform to the specifications set forth in the Contract Documents, will be of
the highest quality, and will be free from latent and patent defects in materials, workmanship, and
title, and will be free from defects in design. In addition, the goods and services supplied by
CONTRACTOR to the COUNTY pursuant to this Agreement are suitable for, and will perform in
accordance with, the purpose for which they are purchased, fabricated, manufactured, and designed
or for such other purposes as are expressly specified in this Agreement. In the event the COUNTY,
in its sole discretion, determines than any product or services supplied pursuant to this Agreement
is defective or does not conform to the specifications set forth in the Contract Documents, the
COUNTY may: i) Require correction or replacement of the item at the time the defect is discovered,
all at the CONTRACTOR's sole risk and expense; and/or 2) unilaterally cancel an order or terminate
this CONTRACT upon written notice [and an opportunity to cure if applicable] to the
CONTRACTOR, and reduce commensurately any amount of money due the CONTRACTOR. The
COUNTY's acceptance of any product or services shall not relieve the CONTRACTOR of its
responsibility as provided herein.
E. The CONTRACTOR shall take every necessary precaution against damage to the goods,
services, or work, from any cause whatsoever, required by CONTRACTOR pursuant to this
Agreement until final acceptance by the COUNTY. CONTRACTOR will rebuild, repair, restore, or
make good at CONTRACTOR's sole expense damages to any portion of the goods, services, or work
before its completion and final acceptance by the COUNTY. Failure to do so will be at
CONTRACTOR's own risk. CONTRACTOR is not relieved of any requirement of the specifications
on the plea of error.
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.
J. Contractor 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. Contractor is also responsible
for obtaining an affidavit from all subcontractors, as required in Section 448•095(5)(b), F.S.,
stating the subcontractor does not employ, contract with, or subcontract with an unauthorized
alien.
K. Contractor will comply with all the requirements as imposed by the Americans with
Disabilities Act of 1990 ("ADA"), the regulations of the Federal government issued thereunder,
and the assurance by the Contractor pursuant thereto.
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Final Agreement
L. Contractor does not meet any of the criteria in Section 287.138, Florida Statutes, relating
to Foreign Entity Ownership, that would exclude it from eligibility to enter an agreement which
may give access to an individual's personal identifying information.
ARTICLE 7 - CONTRACT DOCUMENTS
7.01 Contents
A. The Contract Documents consist of the following:
(1) This Agreement;
(2) Certificate(s) of Liability Insurance;
(3) Invitation to Bid 2025051;
(4) Addenda (numbers 1 to 2, inclusive);
(5) CONTRACTOR'S Submitted Bid Compliance Form and Bid Table;
(6) Qualifications Questionnaire;
(7) Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of
Relationships;
(8) Certification Regarding Prohibition Against Contracting with Scrutinized Companies;
(9) Anti -Human Trafficking Affidavit
(1o) Drawings numbered FS1oo-FSio9 (inclusive), bearing the general title "Sandridge Golf Club";
(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;
b) Change Order(s).
ARTICLE 8 - MISCELLANEOUS
8.o1 Terms
A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid.
8.02 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 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.
8.03 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.
8.04 Severability
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Final Agreement
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.
8.05 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.
8.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 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 (&indianriver.gov
Indian River County Office of the County Attorney
180-1 271h Street
Vero Beach, FL 3296o
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Final Agreement
C. Failure of the Contractor to comply with these requirements shall be a material breach of this
Agreement.
Article q: 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
(io) 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 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. 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
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Final Agreement
Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their
behalf.
This Agreement will be effective on October 7. 2025 (the date the Agreement is approved by the
Indian River County Board of County Commissioners, which is the Effective Date of the Agreement).
OWNER:. • CON'T'RACTOR:
INDIAN RIVER COUNTY; oJ` '' Fps :, COMP N E _
By. Name:
Jo eph E. Flesch r, Chaii'n , ; �� Title-
........
itle:
���'' C`u�'�`(Corporate Seal)
� (If CONTRACTOR is a corporation or
John A. Titkamch, Jr., County Administrator partnership, attach evidence of authority to
sign)
APPROVED AS TO FORM AND LEGAL
SUFFIC EN
Attest:
By: Name: , ti *ie/ &, Ef
�v Jennifer W. Shuler, County Attorney Title: 6,ry
Ryan L. Butler, Clerk of Court and Comptroller
Attest:
Deputy Ork
(SEAL)
Designated Representative: Rob Skok
Capital Projects Manager
Building & Facility Services
(772) 226-1132
rskok.6u'indi anrivengov
7
Designated Representative:
Name: ,4'rn' 4OAS
Title:
Address: yys- y/y
Phone:
Item Nu Equipment General Descrip Spec Item(s) Quantity I Unit Price Cost to
#1-1
Captive -Aire 6024NE Exhaust 1, 1.1, 1.2
1
117759.74
250
#1-2
Blodgett ZEPH-100-E Oven 2
1
7536.16
50
#1-3
Vulcan EV36S-6FP20 Range 3
1
16840.37
50
#1-4
Vulcan HEG24E Griddle 4
1
3511.59
50
#1-5
Vulcan HEG36E Griddle 5
1
6163.94
50
#1-6
Continental Refriger Stand 6
1
6665.88
50
#1-7
Frymaster FPR214 Electric Fryer 7
1
22927.02
50
#1-8
Titan Stainless FS -PT Prep Table and 2 wa 8, 8.1
1
7851.04
50
#1-9
Continental Refriger; Sandwich prep 9
1
5656.51
50
#1-10
Continental Refriger Sandwich prep 10
1
5013
50
#1-11
Continental Refriger; Undercounter freeze 11
1
3384.21
50
#1-12
Titan Stainless FS -CT Chef Table w/2 Hata 12, 12.1
1
16525.29
185
#1-13
Continental Refriger; Refrigerator 13
1
3837.95
50
#1-14
Titan Stainless FS -PT Prep table with FS -S\ 14, 14.1
1
8398.92
150
#1-15
Metro MQ -G Series Shelving 15
1
2332.36
50
#1-16
American Panel 203` Walk -In 16
1
35472.69
150
#1-17
Refrigeration Design Walk-in refrigeration 17
1
9877.36
50
#1-18
Refrigeration Design Walk-in refrigeratior 18
1
9877.36
50
#1-19
Metro MQ -G Series Shelving 19
1
2982.16
50
#1-20
Tital Stainless FS-SD1 Soiled Dishtable 20
1
10416.84
50
#1-21
Hobart AMTL-2 Dishwasher 21
1
15660.07
50
#1-22
Titan Stainless FS -CD Clean Dishtable 22
1
2115.34
50
#1-23
Titan Stainless FS -SD Dish Rack Shelf 23
1
919.28
50
#1-24
Titan Stainless FS -TC Sink 24
1
8404.32
50
#1-25
Metro MQ -G SERIES Dish Storage Shelvin; 25
2
927.695
50
#1-26
IMC Teddy CSW -1S Hand Sink 26
2
1919
50
#1-27
Metro HS-NFS Series To -Go Heated ShelvE 27
1
1544.82
50
#1-28
Metro MQ -G Series Liquor Shelving 28
2
574.78
50
#1-29
Captive -Aire VHB-G-, Hood 29
1
3873.55
50
#1-30
Scotsman MC1030M Ice Maker 30, 30.1
1
11305.95
50
#1-31
Titan Stainless FS -BC Bev Counter with Sir 32, 32.1
1
9794.88
150
#1-32
T&S Brass B-1230 Water station 35
1
245.32
50
#1-33
Bunn 38700.0013 Coffee Brewer 36
1
1953.58
50
#1-34
Curtis TCOC421GOOC Tea Dispenser 37
1
131.62
50
#1-35
Continental Refriger; Refrigerator 38
1
3062.29
50
#2-1
Titan Stainless FS -CB Plating Table 101
1
19634.95
150
#2-2
Low Temp Industries Food Wells 102, 102.1, 102.2
1
18514.31
50
#2-3
Continental Refriger; Roll -in Heated Cabin 105
1
7200.68
50
#2-4
Food Warming Equir Holding Cabinet 106
1
11766.75
50
#2-5
Continental Refriger; Roll -in Refrigerator 107
1
9846.98
50
#2-6
Continental Refriger Sandwich/Salad Prer 108
1
5656.51
50
#2-7
Titan Stainless FS -PT Prep Table 109
1
3602.54
50
#2-8
Titan Stainless FS -M1 Mobile Work Table 110
1
1522.81
50
#2-9
Titan Stainless FS -M1 Solid Wall Shelf
111
1
407.07
50
#2-10
Titan Stainless FS -BC Beverage Counter
112
1
10000.65
50
#2-11
T&S Brass B-1230 Water station
114
1
245.32
50
#2-12
Bunn 38700.0013 Coffee Brewer
115
1
1736.69
50
#2-13
Continental Refriger; Refrigerator
116
1
2340.66
50
#2-14
Scotsman CU0920M, Ice Maker with Bin
117
1
2960.8
50
#2-15
Titan Stainless FS -M\ Mobile Work Table
118
1
2768.62
50
#2-16
Titan Stainless FS -TC Sink
120
1
9037.05
50
#2-17
Titan Stainless FS -LVA Louvered Wall Shelf 123
2
301.02
50
#2-18
Metro PCD11A Dish Cart
124
3
976.08
50
#2-19
Cambro CDR2020H1 Glass Rack Dolly
125
4
187.64
50
#2-20
Channel Manufactur Roll -in Refridgerator,126
5
974.27
50
#2-21
IMC Teddy CSW -1S Hand Slnk
127
2
1919
50
#2-22
Metro MQ -G Series Shelving
128
2
660.14
50
#3-1
Glastender MD Modular Bar System 200
1
8589.2
50
#3-2
Glastender MFT -20 Underbar sink
201
2
1973.12
50
#3-3
Glastender LDA -12S Bottle Storage
202
2
820.17
50
#3-4
Glastender IBA -30-0 Ice Bin
203
2
2963.01
50
#3-5
Glastender DBGR-24 Glass Rack
204
2
1608.7
50
#3-6
Glastender DWB-12 Underbar add-on
205
1
427.68
50
#3-7
Glastender SWB-24R Waste Cabinet
206
1
1841.7
50
#3-8
Glastender DBGR-24 Glass Rack
207
1
1608.7
50
#3-9
Glastender DBB-12 Drainboard
208
2
553.31
50
#3-10
Glastender GW24 Glasswasher
209
1
7013.95
50
#3-11
Glastender C1FB84 Refrigerated Cabinet 210
1
4992.28
50
#3-12
Glastender CUSTOM Dispensing System
211
1
27779.77
50
#3-13
American Panel 203`_ Keg Cooler
213
1
25179.66
150
#3-14
Refrigeration Design Keg Cooler Refrigera 214
1
9877.36
50
#3-15
John Boos ALKR-2061 Keg Cooler Rack
215
3
1399.66667
50
#3-16
Refrigeration Design Refrigeration Rack
216
1
9877.36
50
Store per Month (wrapped/in packaging)