HomeMy WebLinkAbout2016-046B AGREEMENT
THIS AGREEMENT made and entered into this 5 day of April 120 16
by and between Ceres Environmental Services Inc.
hereinafter called the CONTRACTOR and INDIAN RIVER COUNTY herein called the OWNER.
WITNESSED: That whereas, the OWNER and the CONTRACTOR for the consideration hereinafter named agree
as set forth below:
Article 1. SCOPE OF WORK
As per specifications of advertised and requested in Indian River County RFP # 2016015 for Indian River County
Disaster Debris removal and Disposal Contract;
OWNER desires to purchase certain goods and services as more specifically set forth in the Scope of Services
attached hereto and made a part hereof from Contractor on the terms and conditions set forth herein, and at the
unit prices set forth in the Bid Form attached hereto and made a part hereof. This Agreement constitutes a binding
Contract when signed by the OWNER and accepted by the CONTRACTOR,either by execution of this AGREEMENT,
or by commencement or rendering of services without reservations.
Article 2. NOTICE TO PROCEED
The CONTRACTOR shall not commence work until it receives a written Notice to Proceed from the OWNER. The
CONTRACTOR shall commence work within the time frames established in the Scope of Services for the type of
service or project requested after receiving the Notice to Proceed unless the Notice to Proceed indicates
otherwise.
Article 3. GENERAL
The CONTRACTOR hereby certifies that he has read every clause of the Contract Documents and that he has made
such examination of the location of the proposed work as is necessary to understand fully the nature of the
obligation herein made; and shall complete the same the time limit specified herein in accordance with the plans
and specifications.
The OWNER and CONTRACTOR agree to maintain records, invoices,and payments for the work.The CONTRACTOR
shall provide Payment and Performance Bonds for all work in this Agreement.
All work under this Contract shall be done to the satisfaction of the OWNER, who shall in all cases determine the
amount, quality, fitness, and acceptability of the several kinds of work and materials which are to be paid for
hereunder, and shall decide all questions which may arise as to fulfillment of the Contract on the part of the
CONTRACTOR,and his decision thereon shall be final and conclusive; and such determination and decision,in case
any question shall arise, shall be a condition precedent to the right of the CONTRACTOR to receive any money
hereunder.
Any clause or section of this contract or specification which may for any reason be declared invalid by a court of
competent jurisdiction, including appeal, if any, may be eliminated therefrom; and the intent of this Contract and
the remaining portion thereof will remain in full force and effect as though such invalid clause or section has not
been incorporated therein.
Article 4. QUANTITIES AND PRICES
The Owner shall pay the CONTRACTOR for all work included and completed in accordance with this Contract,
based on the items of work set forth in the CONTRACTOR'S Proposal Pricing Form.
The CONTRACTOR's price at the time of delivery of goods and services will be:a)the price set forth on the Proposal
Pricing Form; and b) when not delineated on the Proposal Pricing Form, the prices established in the version of
the FEMA rate structures applicable when the CONTRACTOR is given Notice to Proceed. The CONTRACTOR, by
June 1 of each year, shall notify the COUNTY in writing of any proposed price schedule changes with justification
for each.change. The COUNTY will either accept the proposed changes or decline to accept the price changes
within thirty(30)days and ask for negotiation.
Article 5. PAYMENT PROCEDURES
Progress Payments: OWNER shall make progress payments on account of the Contract Price on the basis of
CONTRACTOR's Applications for Payment at intervals not less than once each month during performance of the
Work as provided below.
1. Ninety percent(90%)of Work completed (with the balance being retainage); and
2. Eighty percent (80%) of cost of materials and equipment not incorporated in the Work but stored on the
Project site(with the balance being retainage).
Final Acceptance and Payment: When the work provided for under this contract has been completed, in
accordance with the terms thereof, a payment request in the amount of such work shall be prepared by the
CONTRACTOR, and filed with the OWNER within fifteen days after the date of completion.
In accordance with the Florida Prompt Payment Act,after final acceptance by the OWNER,the OWNER shall make
payment to the CONTRACTOR in the full amount. PAYMENT and acceptance of such payment bythe CONTRACTOR
shall release the OWNER from all claims or liabilities to the CONTRACTOR in connection with this Contract.
Article 6. THE CONTRACT DOCUMENTS
The Request for Proposals 2016015,the Contractors Response, Payment and Performance Bonds,together with
this Agreement,form the Contract, and are fully a part of this Contract as if included herein.
Article 7. 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 federal jurisdiction, in the United States District Court for the Southern District of Florida.
Article 8. CONTRACT PERIOD
This agreement shall be binding on the parties for a period of twelve (12) consecutive months from the date of
this Contract by both parties unless terminated earlier in accordance with its terms. The County may extend the
term of this Contract for up to three (3) additional terms of twelve (12) months each on the same terms and
conditions.
Article 9: SUBCONTRACTORS
A. 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 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 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 (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 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.
Article 11. 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
180127 th Street
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement.
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 April 5 2016 (the date the Contract is
approved by the Indian River County Board of County Commissioners, which is the Effective Date of the
Agreement).
OWNER: CONTRACTOR:
INDIAN RIVER COUNTY (2.04es &✓1rOnwLa,1�1,S-,a�eV i 60f
Bob Solari,Chairman -'�aERs *''•.., (Contr or)
By. ;�; /O(CORPORATE SEAL)
oseph Baird,County Administraf!e: :�r
:moo•., ;1,`•; ;�o�;
APPROVED AS TO FORM AND LEGAL S �
%'�.., fND1Py�\y. 0
By:
)aeK'an Reingold,County Attorney Address for givi g notices:
SGz r4S UfR �L �4��4�0
Jeffrey R. Smit C urt and Com o
License No. CEs�iSU 8'7/0
Attest: (Where applicable)
eputy Cle
(If CONTRACTOR is a corporation or a partnership,
attach evidence of authority to sign.)
JOINT wAMEN ACTION OF THE BOARD OF DIRECTORS AND
S»EHOLD.ERS OF ORES E NVIORONMENTAL SERVICES,INC.
The undersigned, being the sale member of the Board of Directors and the sole
shareholder of Ceres Environmental Services, Inc,, a Minnesota corporation (the
"Corporation"), does hereby adopt the following resolution in writing pursuant to
Minnesota Statutes Section 302A.239 and 302A.341 effective as of the 21st day of July,
2008:
WHEREAS, the Corporation desires to prepare and submit proposals and bids in
response to various government solicitations, requests for bids, and requests for.proposals
and the Corporation desires to grant the authority to the Secretary of the Corporation,
Steven M Johnson,to sign and submit such bids on behalf of the Corporation,
NOW,THEREFO)ltE,IN CONSIDERATION OF THE FOREGOING,BE rr:
RESOLVED, that Ceres Environmental Services, Inc. grants Steven M. Johnson,
Secretary of the Corporation, the authority to sign and bind the Corporation in matters
related to the preparation and submittal of bids and responses to requests for proposals to
government entities and agencies.
IN WMESS WHEREOF, the undersigned Board of Directors and Shareholders have
set their hands effective as of the day first written above.
J
r
D cIn idem Steven M John
Sole Director an6 Sole Shareholder Secretary of Corporation
i