HomeMy WebLinkAboutCDBG Administration Services Agreementma
SEBASMN
HOME OF PELICAN ISLAND
RFP 919.12
CDBG Administration Services (Re -Bid)
January 30, 2020
J. Corbett Alday Email: oorbettelday@guardiancun.com
Guardian Community Resource Management, Inc.
15000 Citrus Country Drive k331
Dade City, FL 33523
SUBJECT: Notice to Proceed
J. Corbett Alday.
You are hereby notified to commence work as of Friday, January 31, 2020 oer Ing (grigs qnd wndiligns
of the executed pr000sal. dated December 3. 2019. in the amount not to wxceed 20s% of the am Zd
grant of 5120.Od0 oer year. and the stoned CDBG Administm0on Services Aoreement dated
January 9. 2020.
NOTE: The Coy reserves the right to cancellation of the awarded contract should future grants not be
awarded for any reason at all.
The Project Manager Is Use Leger Frazier, Community Development Director. All substantial
communicatlDn pertaining to this project should be directed to him via e-mail
Ifrazler@ckyofsebastian.org or by telephone at 772-388.8228.
Should you have any questions regarding the contents of this letter, please contact me directly
Sincerely,
Ann -Marie Fraser, CPPB, MBA
ProcurementlContracts Manager
P.S6 E. Carlisle, City Manager Date
dy of Seb an
a l�/�bdo
ce rest 9 Date
Guardian Community Resource anagement, Inc.
Attachment: Invoice Requirements
Administrative Services Department -Procurement Division
1225 Main Street Sebastian, FL 329581 (772) 38"231 1 afraser®tltyofsebasgen.org
r.
CDBG ADMINISTRATION SERVICES AGREEMEN111'
RFP#19-12: CDBG Administmdon Services (Re-BId)
This Agreement is entered into by the parties this 9th day of JANUARY 2020.
1. Parties
City of Sebastian, a municipal corporation of the State of Florida, (City).
and
Guardian Community Resource Management, Inc. (Contractor).
2. Designated Contact Person as to CLt : 3. Designated Contect'Berson as to Contractor
Use Leger Frazier, AICP (PROJECT MANAGER) J. Comeh Alday (PROJECT MANAGER)
Community Development Director
Vice President '
1225 Main Street
15D00 Citrus Country Drive a331
Sebastian. Flonda 32958
Dade City, FL 33523
Phone: 772-388-8228
2hone: 352-437-3902
Email: IBazier@cityofsebastan.org
Cell: 813-943-2627
Email: corbettelday®guardianam.com
4. Agreement Document In resolving conflicts, enors, discrepandes, and disputes concerning the
scope of services or other rights or obligations of the parties, precedence shall be given in the
following order (1) a fully executed Amendment to this Agreement, (2) provisions of this Agreement,
(3) provisions of the Request for Proposals, (4) provisions of Contractor's Proposal, (5) provisions of
the Purchase Order, and (6) provisions contained in any governmental regulation Incorporated herein
by reference. There are no understandings or agreements except as herein expressly stated.
1. Exhibit 'A' — Price Form submitted by Contractor
2. Exhibit'B'— Contractors Propose] Submission
3. Exhibit PC* — RFP 019-12 Solicitation Comments, Including 2 CFR Part 200 / 24 CFR Part 85 8 570
4. Exhlbt'D'— Consolidated Plan
5. Exhibit'E'— Annual Action Plan
S. Services. Contractor will provide grant administration services for the City's Community Development
Block Grant (CDBG) funded by the U.S. Department of Housing and Urban Development (HUD). The
Porn shall be required to work closely with the City of Sebastian management and staff and provide
updates and reports to the Community Development Department.
S. Term and Wonslons. The duration of the Agreement shall be for a period of three (3) years from
the date that the Parties have executed the Agreement, with the option to extend for two (2)
additional, one (1) year terms. The In -dial term and renewal option will be contingent upon recelpt of
grant. The renewal option can only be exercised through mutual agreement between City and
Contractor. NOTE: The City magmas the right, but Is not obligated; to exercise this extension
option and the right to cancellation of the awarded contract should future grants net be
awarded for any reason at all.
Compensation. City shall pay Contractor for the performance of the work for CDBG Administration
Services, in accordance with the Pace Form set forth on the attached Exhibit "A" In the amount of a
yearly expenditure not to exceed 20% of the awarded grant of $120,000. Completed work must be
impeded and accepted by the City of Sebastian's designated Project Manager. NOTE: The City
reserves the right to request additional Information or documentation to detail Items on
payment request.
y
Clry of Sahasden, Fbdda/Ouardwn Community Resoure Managemem,`nc Iniealc�.l�I
RFP k19-12 CDBG Anli aaWn Smices (Re -Bid) Page,) bi 14
dmi
8. Notices. All notices between City and Contractor, as required under.the Agreement, shall be by
telephone, facsimile, a-mah. mall, or by personal delivery to the respective designated contact person
identified above. Either designated recipient may notify the other, in wfiting. If someone else is
designated to receive notice.
9. Modification of Agreement, The Agreement may only be modified or amended upon mutual written
agreement of City and Contractor. No oral agreements or representations shall be valid or binding
upon City or Contractor. No afteration or modlgcation of the Agreement terms, Including substitution
of product, shall be valid or binding against City. Contractor may not unilaterally modify the terms of
the Agreement by affixing additional terms by incorporating such terms onto Contractor's documents
forwarded by Contractor to City for payment. Citys acceptance of product or processing of
documentation on forms furnished by Contractor to City for approval or payment shall not constitute
acceptance of the proposed modification to terms and conditions.
10. Services Provided by Contractor. The Services to be provided by Contractor are summarized in
Exhibit "C", attached to this Agreement. If City Identifies any additional Services to be provided by
Contractor that are not covered under the original Agreement, such additional services shall be made
a part of this Agreement by a written Amendment.
The Consultant shall administer the City's CDBG in accordance with HUD's CDBG agreement, the
City's Consolidated Plan (Exhibit D) & Annual Adlon Plan (Exhibit E) along with other applicable
documents and requirements related to the administration of the gram. All professional services must
be to current professional standards and adequate qualified staff shall be maintained for the duration
of the CDBG award. Specific tasks involved with this project Include, but are not limited to:
• Assist the City in the actions approved by HUD for the CDBG within the specified budget.
• Perform a compliance review and request release of project funds.
• Assist City staff with the financial procedures for receiving funds and disbursement of payments;
Assist In financial reporting.
• Prepare spreadsheets of budget and expenditures and monitor budget and expenses.
• Monitor and administer all program activities to ensure that all required expenditure and
timeliness standards are met.
• Assess and ensure the local government's compliance with federal regulations concerning
procurement, employment, personnel and property management, records retention, fair housing,
ethics, etc.
• Provide assistance in solicitations for needed services.
• Retain CDBG related filesirecords for the length of time required by HUD and the US Department
of Housing and Urban Development and provide access to Mile files as needed.
• Produce and submit required program reports, including any quarterly, final, Section 3 and
Women and Minority Business -Owns d Enterprises (W/MBE) reports, and other reports as may be
requested.
• Represent the local government during agency monitoring visits and Inquiries.
• Provide responses to audits and monitoring reports for review and approval by City.
• Develop corrective action plans to address noted deficiencies (from audit or monitoring reports).
• Recommend policy and/or grant amendments. Take necessary actions in response to the local
government's decision, such as advertising and conducting public hearings, updating the project
environmental review file, and attended meetings.
• Perform program close-out activities, including submission of reports and provision of follow-up
Information.
• Other administrative tasks related to the CDBG for the successful administration and closeout of
the grant.
• Attend meetings as needed and requested by the City.
• Ensure compliance with all applicable CDBG requirements.
City of Sebastian,Florida/ Guardian Community Resource Management,Inc iawali
RFP e79-72 CDBG Administration Services (RB-Bid) Page 1
11. City's Project Manager. City shall designate a Project Manager. All work done by the Contractor
shall be subject to the review, inspection and acceptance of the Project Manager and the City. Any
and all technical questions which may arise as to the quality, completeness and acceptabglty of work
performed, or work to be performed, interpretation of planstspecificetions and all technical questions
as to the acceptable fulfillment of the Contract on the pan of the Contractor shall be referred to the
City Manager who will resolve such questions. All work shall be subject at all times to inspection and
review by the Project Manager and the City.
12. Materials, Services, and Facilities: It is understood that, except as otherwise specifically stated in the
Contract Documents, Contractor shall provide and pay for all materials, labor, tools, equipment, water,
light, power, transportation. supervision, temporary construction of any nature, and all other services and
facilities of any nature whatsoever necessary to execute, complete, and deliver the Services within the
specified time. The City will provide Contractor with access to the Facilities so as to permit Contractor to
meet its obligations herein.
13. Insurance. During the term of the Agreement. Contractor, at its sole expense, shall provide insurance
of such a type and with such terms and limits as noted below. Providing and maintaining adequate
Insurance coverage is a material obligation of Contractor. Contractor shall provide City a cerlificate(s)
of Insurance, evidencing such coverage. It is the Contractors responsibility to ensure that the City
has current Cenilicate(s) of Insurance at all times during the duration of the agreement, Including
renewal terms.
13.1 Minimum Insurance Requirement& Contractor shall obtain and maintain for the duration of the
contract Insurance against claims for injuries to persons or damages to property which may arise from
or in connection with the performance of the work hereunder by the contractor, his agents,
representatives, employees or subcontractors. The coverage's, limits or endorsements required
herein protect the primary interests of City, and these coverage's, limits or endorsements shall in no
way be required to be railed upon when assessing the extent or determining appropriate types and
limits or coverege to protect Contractor against any loss exposures, whether as a resuh of the Project
a otherwise. The requirements contained herein, as well as Cityys review or adma ledgement. is not
Intended to and shall not in any manner limb or qualify the liabilities and obligations assumed by
Contractor under a Contract.
Professional Liability for errors, omission or theft by employees:
. $500,000 per each occurrence
an amount not less than:
• $500,000 Combined Single Limit per each occurrence
General Liability Insurance $600,000 aggregate, Including personal Injury and property
damage
Shall not exclude or limit Product/Completed Operations, Contractual
or Cross Liability
Automobile Liability an amount not less than:
• $200,000 per occurrence, combined single limit
The Proposer shall submit and maintain worker's compensation
Worker's Compensation insurance to the extent required by law for all their employees to be
engaged in work under this contract, in accordance with Florida
Statutes 440,
City of Sebastian, Florida I Guardian Community Resource Management. Inc.
RFP a19.12 CDBG Adminisaation Services (Re eld)
P1411��
VInitialsPage
13.2 OtherinsuranceProviskns:
13,21 City of Sebastian, its council members, officers, employees and agents are to be covered
as an Additional Named Insured on all policies except Worker's Compensation. The
coverage shall contain no special limitation on the scope of protection afforded to the City,
Its council members, officers, employees and agents. Contractor shall provide a Certificate
of Insurance to City with a thirty (30) day notice of cancellation andlor changes in policy
language, and ten (10) day notice if cancellation is for nonpayment of premium. The
cerlifiwle shall indicate ff coverage is provided under a "claims made" or "occurrence'
form.
13.22 All required Insurance policies must be written with an Insurance carrier having a
minimum A.M. Best rating of A+.
13.2.3 Contractor has sole responsibility for all Insurance premiums and shall be fully and solely
responsible for any costs or expenses as a result of a coverage deductible, co -Insurance
penalty, or self -Insured retention; including any loss not covered because of the operation of
such deductible, co-insurance penalty, self -Insured retention, or coverage exclusion or
limitation. For deductible or self -insured amounts that exceed $10,000, Contractor shall
maintain a Commercial Surety Bond or Letter of Credit In an amount equal to said
deductible or self -Insured retention.
13.2.4 Contractor's Insurance coverage shall be primary Insurance as respects the City, Its
officials, employees and volunteers. Any insurance or self -Insurance maintained by the
City. Its officials, employees or volunteers shall be excess of Contractor's insurance and
shall be non-contributory.
112 § For all policies of Insurance: Contractor and Its insurance carrier waive all subrogatlon
rights against City for all losses or damages that occur during the contract and for any
events occurring during the contract period. whether the suit Is brought during the contract
period or not. The City requires General Liability policies to be endorsed with CG 24 04
Waiver of Transfer of Rights of Recovery Against Others to Us or similar endorsement, and
a WC 00 0313 Waiver of Our Right to Recover from Others for Workers Compensation
coverage.
13.28 It is Contractor's responsibility to insure that all subcontractors comply with these
Insurance requirements. Contractor shall include all subcontractors as insured under its
policies or shall furnish separate certificates and endorsements for each subcontractor. All
coverages for subcontractors shall be subject to all of the requirements stated herein
14. Change orders. City may at any time, as the need arises, order changes within the scope of the
services without invalidating the Agreement If such changes result in an Increase or decrease in the
Contract Prim, or in the time required for performance U the Services, an equitable adjustment shall be
authorized byway of a Change Order.
16, Indemnification. The Contractor shall indemnify and hold the City harmless from any and all
personal injury or property damage claims, liabilities , losses or causes of action which may arise out
of the use and occupancy of the property by the Contractor. Its family, associates, contractors,
agents, employees, customers and attendees. Nothing in this agreement shall be construed as the
City waiving its immunity pursuant to §768.28, at seq., Florida Statutes. or any other sovereign or
governmental immunity. The selected Proposer shall pay all claims and losses in connection
therewith. and shall Investigate and defend all Uaims, suits, or actions of any kind or nature in the
name of the City, where applicable. Including appellate proceedings, and shall pay all costs,
judgments, and attorneys fees which may be incurred thereon. The selected Proposer expressly
understands and agrees that any Insurance protection required by this contract agreement or
otherwise provided by the selected Proposer shall in no way limit the responsiblity to indemnify, keep
and save harmless, and defend the City or Its ol8cam, employees, agents, and instrumentalities as
herein provided.
City of Sebastian, Fbdda I Guardian Community Resource Menagemant. jrK Initial.
RFP419-12 CDBG Administration Services (Re -Bid) Page 1 / —
16. Termination of Agreement. Either party may terminate this Agreement by giving the other party
thirty (30) days written nolloe. If either party defaults in the performance of this Agreement or
materially breaches any of Its provisions, the non -defaulting party may, at Its option, terminate this
Agreement by giving written notification thereof to the defaulting party. In the event of termination,
City will be responsible for compensating Contractor only for those Services satisfactorily completed
or partially completed up to the date of termination. Contractor shall not be entitled to compensation
for loss of anticipated profit.
17. Licenses and Certifications. Contractor, or its subconbactor(s), shall possess and maintain during
the term of this Agreement any and all licenses required to perform the Services covered under this
Agreement, as stipulated by the State of Florida and The City of Sebastian.
18. Public Records: Contractor will keep and maintain public records required by the City to perform the
service. Upon request from the City's custodian of public records, Contractor will provide the City with
a copy of the requested records or allow the records to be Inspected or copied within a reasonable
time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues, or as
otherwise provided by law. Contractor will ensure that the public records that are exempt or
confidential and exempt from public records disclosure requirements are not disposed except as
authorized by law for the duration of the term of the Agreement and following completion of the
Agreement if Contractor does not transfer the records to the City. Upon completion of the
Agreement, Contractor will transfer, at no cost, to the City all public records In possession of the
Contractor or keep and maintain public records required by City to perform the service. If Contractor
transfers all public records to City upon completion of the Agreement, Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If Contractor keeps and maintains public records upon completion of the Agreement,
Contractor shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the Cils custodian of public records,
in a format that is compatble with the information technology system of the City. If Contractor does
not comply with the City's request for public records, the City shall enforce the provisions of the
Agreement in accordance with the terms of the Agreement and may cancel the Agreement.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CUSTODIAN OF
PUBLIC RECORDS, AT 1225 MAIN STREET, SEBASTIAN, FL 32958; EMAIL:
jwilliams@cltyofsebastian.org; PHONE: 772.388&8215.
THIS SPACE INTENTIONALLY LEFT BLANK
City dde len CmmunityResourcMangemen. Inc Irifflais
RFP #19-12 CDBG Admnishation Service(ReAld) Page
11
19. Payment of Payment Requests:
19.1 Payment Requestsfinvoices. Requests for payment for the provision of the Services provided
under the Agreement shall be submitted no more frequently than once per month, unless
stipulated differently in the Agreement or RFP documents. All requests for paymenNnvoices
shall be submitted in sufficient detail to demonstrate compliance with the terms of the Agreement
and to allow for the proper pre -audit and post -audit thereof. Upon receipt of Contractor's
payment requesUlnvolce, the City will review such to ensure completion with required bask
Information and that the Services covered under the payment request have been completed in
accordance with this Agreement. If it is found that the payment requestlinvoice is not complete,
or the Services covered under the payment request do not satisfy this Agreement, the payment
request may be rejected.
19.2 Prompt Payment. City shall make payment of a payment request in accordance with Chapter
218. Pan VII of the Florida Statutes 'Local Government Prompt Payment Act' from the date
which a property received payment requestfinvoiee is recorded as received by City, for Services
completed to the satisfaction of City.
19.3 Form of Request If the payment request is not received in proper order. City may reject the
payment request within ten (10) business days after the date on which the payment request Is
recorded as received by City. City shall provide Contractor with a written notification of the
rejection specifying the deficiency and corrective measures necessary to make the payment
request proper. Upon receipt of a payment request that corrects the deficiency, City shall make
payment in accordance with Chapter 218, Part VII of the Florida Statutes 'Local Government
Prompt Payment Act", or reject the payment request, within ten (10) business days after the date
on which the corrected and proper payment request is recorded as received by Clty.
19.4 Resolution of Payment Request Disputes. In the event of a dispute between Contractor and
City concerning the full or partial payment of a payment request, such disagreement shall be
finally determined by City. If the dispute between Contractor and City Involves a portion of a
payment request, the undisputed portion shall be paltl by City in a timely manner, as long as the
payment request for the undisputed portion is in proper order. Proceedings to resolve the
dispute will be commented within forty-five (45) business days after the date the payment
request In dispute cues recorded as being received by City. The proceedings may Include
meetings between the parties. telephone conferences or such other measures to clarity the
dispute and attempt to resolve the problem: they will be concluded by a final written decision by
City within sixty (60) business days after the dale on which the payment request was recorded
as being received by City. Such procedures do not constitute an administrative proceeding that
prohibits a court from deciding de novo any action arising out of the dispute.
19.5 Payments to Subcontractors. When Contractor receives from City any payment for Services
covered under the Agreement, Contractor must pay such moneys received to each
subcontractor or supplier In proportion to the percentage of the Services completed by each
subcontractor or supplier within ten (10) business days after Contractors receipt of the payment.
If Contractor receives less than full payment, than Contractor shall be required to disburse only
the funds received on a pro rate basis to its subcontractors and suppliers, each receiving a
prorated portion based on the amount due on the payment. If a subcontractor receives payment
from Contractor for labor, services or materials furnished by subcontractors or suppliers hired by
the subcontractor, the subcontractor must remit payment due to those subcontractors or
suppliers within seven (7) business days after the subcontractors receipt of payment from
Contractor.
/n�/
City of Sebastian, Florida Guardian Community Flo source M enepemen4Ina initials
RFP e19.12C-12 CD9G Adminisuallon Services (Re-BId) Pape 1
20. Warranties:
20.1 Warranty of Ability to Perform. Contractor warrants that, to the best of Its knowledge, there are
no pending or threatened actions, proceedings, investigations, or any other legal or financial
conditions, that would In any way prohibit, restrain, or diminish Contractors ability to satisfy its
obligations under the Agreement.
20.2 Warranty Against Defects in Workmanship. Contractor shall warrant Its Services against
defects in materials and workmanship for a minimum period of one (1) year from acceptance of the
Services by City. Should any defects in materials or workmanship appear during the warranty
period, Contractor shall replace the materials or equipment, or repair or redo the service,
immediately upon receipt of written MOM from City, at no additional expense to City. Contractor
shall warrant such replaced materials a equipment or repaired or re -done Services, for a period of
one (1) year after acceptance of such by City.
20.3 Warranty of Standard Care. In the performance of professional services, Contractor will use
that degree of care and skill ordinarily exercised by other similar protessionals in the field under
similar conditions in similar localities. Contractor will use due care In performing Its Services and
will have due regard for acceptable professional standards and principles. Contractors standard
of care shall not be altered by the application, interpretation, or construction of any other
provision of this Agreement. If any of the Services performed by Contractor do not comply with
the foregoing warranties and City notifies Contractor of such, then Contractor shall (at Its sale
expense) promptly re -execute the nonconforming Services. All such re -performed Services shall
be performed on a mutually agreed schedule. Contractor shall and does hereby assign to City
the benefits of any of Contractor's subconsultant's or subcontractors warranties. Such
assignment shall rot relieve Contractor of Its warranty obligations for performance or standard of
care to City under this Agreement.
20.4 Warranty ofTitle. Title to any work product furnished by Contractor under the Agreement shall
pass to City to the extent of the payments made for such by City, or on the date that City accepts
the completed Services of Contractor. When title passes to City In accordance with the
Agreement. Contractor warrants that the work product furnished will be free and dear of all
security interests, liens and encumbrances or claims of any party.
21. Additional Terms and Conditions (alphabetically listed):
21.1 AsslgnmmL Neither City nor Contractor shall sell, assign or transfer any of its rights, duties or
obligations under the Agreement without the prior written consent of the other Party. In the
event of any assignment, Contractor remains secondarily liable for performance of the
Agreement, unless City expressly W81vee such secondary liability.
21.2 Bankruptcy or Insolvency. Contractor shall promptly notify City in writing of the filing of any
voluntary or involuntary petition for bankruptcy andfor of any insolvency of Contractor or any of
its subcontractors who are involved In the provision of the Servkes under this Agreement.
21.3 Compliance with Laws. Contractor shall comply with all laws, rules, codes. ordinances, and
licensing requirements that are applicable to the conduct of Its business, Including those of
Local, State and Federal agencies having Jurisdiction and authority. These laws, shall include,
but not be limited to. Chapter 287 of the Florida Statutes, the Uniform Commercial Code. the
Immigration and Nationalization Act, the Americans with Disabilities Act, the United States
Occupational Safety and Health Act, the United States Environmental Protection Agency, the
State of Florida Department of Environmental Protection, and all prohibitions against
discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status,
sexual orientation, gender Identity or expression or veteran's status. Violation of such laws shall
be grounds for termination of the Agreement
k44
CiyaSebastian,FloridaIGuardianCommunityResourceMenegenlenl,ine InlUalRFP et&12 CDBG Adminiseaaon Serwees(ABBid) Page
21.4 Conflict of Interest. Contractor covenants that it presently has no interest and shall not acquire
any interest which would conflict In any manner of degree with the performance of the Services
covered under this Agreement. Furthermore. Contractor warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for Contractor
to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation. Individual, or firm, other than a bona fide employee working solely for
Contractor any fee, commission, percentage, gift or other consideration contingent upon or
resulting from the award or making of this Agreement. Contractor, and Its subcontractors at any
Her, certify that they have not entered Into any contract, subcontract, or arrangement In
connection with the Project covered under this Agreement, or of any property included or
planned to be Included In the Project, in which any member, officer. of employee of Contractor or
its subcontractors, during its tenure, or for two years thereafter, has any Interest, direct or
indirect.
21.5 Correction of Services. Contractor shall prornpily remove from the premises all Services rejected
by City for failure to comply with the Contract Documents, whether incorporated into the Project or
not, and Contractor shall promptly replace and reexecute the Services In accordance with the
Contract Documents. without additional expense to City, and shall bear the expense of making good
all Services of other contractors work destroyed or damaged by such removal or replacement. All
removal and replacement of Services shall be done at Contractors expense. If Contractor does not
take action to remove such rejected Services within ten (10) calendar days after receipt of written
notice from City. City may remove such Services on their own and store the materials at the
expense of Contractor.
21.6 City Funds. If sufficient funding is not available for Contractor to complete the Services, City
reserves the right to modify the terms and conditions of the Agreement to change the Scope of
Services to reduce the cost to match any available funding. If such modifications to the Scope of
Servlces are not feasible, or If funding has been totally exhausted prior to Contractors
completion of Its Services, the Agreement shall be terminated on terms reasonably acceptable to
both parties. Additionally, in accordance with Section 216.347, Florida Statutes, and as provided
herein, Contractor may not expend any City funds for the purpose of lobbying the legislature, or
local, state or federal agencies.
21.7 Debarment. Contractor certifies to the best of their knowledge and belief, that they and their
principals 1) are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Municipal, City, State or
Federal department or agency, 2) have not, within a three-year period preceding execution of
this Agreement, been convicted of or had a civil judgment rendered against them for commission
of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a
public (Federal, Stale or local) transaction or contract under a public transaction; violation of
Federal or State antitrust statutes or commission of embezzlement, that, forgery, bribery,
falsification or destruction of records; making false statements; or receiving stolen property, 3)
are not presently Indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal. Stale or local) with commission of any of the offenses enumerated above, 4) have not
within a three-year period preceding execution of this Agreement had one or more public
transactions (Federal, State or local) terminated for cause or default and 5) will advise City
immediately if their status changes and will provide an explanation for the change In status.
21.8 Discriminatory Vendor. Contractor certifies that they are not subject to Section 287.134 (2)(a)
which specifies that an entity or afffiate who has been placed on the discriminatory vendor list
may not submit a bid/proposal on a contract to provide any goods or services to a public entity,
may not submit a BIdlProposal on a contract with a public entity for the construction or repair of a
public building m public work, may not be awarded or perform work as a contractor, supplier,
sub -contractor, or consultant under a contract with any public entity, and may not transact
business with public entity.
City of Sebastian, Florida / Guardian Communfty Resource Management, Inc InilieC
RFP s19-12 CDBG Administration Services (Re -Bid) palls 1
21.0 Dispute Resolution. For any dispute concerning performance of the Agreement, which includes
without limitation controversies based upon breach of contract, mistake, misrepresentation, or
other cause for contract modification or rescission, City shall attempt to reach a mutual
agreement as to the settlement and resolution of the dispute with Contractor. Should a mutual
agreement not be reached, City shall render a declsion and reduce such to writing and serve a
copy on Contractor. The decision shall be final and conclusive.
21.10 Disposal of Wastes. Contractor shall handle any waste materials generated In the performance
of the Services in full compliance with all laws, regulations, and requirements of all governmental
authorities and those of City. Contractor shall use only disposal facilities which have proper
permits and are in full compliance with all Laws. Contractor agrees that City has the right to
reject, for any reason, Contractor's use of any particular disposal facility. Refer to Section 4.15
Clean Up in the RFP Documents.
21.11 Documentation. All tracings, plans, specifications, maps, computer files and/or reports prepared
or obtained under this Agreement, as well as all data collected, together with summaries and
charts derived there from, will be considered works made for hire and will become the property
of City upon expiration or termination of the Agreement without restriction or limitation on their
use. Upon delivery to City of said document(s), City will become the custodian thereof in
accordance with Chapter 119. Florida Statutes. Contractor will not copyright any material and
products or patent any Invention developed under this Agreement. Copies of these documents
are not to be sold or distributed to third parties without the written consent of City.
21.12 Drug Free Workplace: Contractor certifies that it has in place a Drug -Free Workplace Program
in accordance with the Drug -Free Workplace Act of 1988 (41 U.S.C. 702-706). Refer to Form F
submitted with Proposal.
21.13 Electronic Signature(e). Contractor, If and by offering an electronic signature in any torte
whatsoever, will accept and agree to be bound by said electronic signature to all terms and
conditions of this Agreement. Further, a duplicate or copy of the Agreement that contains a
duplicated or nwn flginal signature will be treated the same as an original, signed copy of this
original Agreement for all purposes.
21.14 Employees, Subcontractors and Agents. All Contractor employees. subcontractors, and
agents performing any of the Services under the Agreement shall be properly trained to meet or
exceed any specified training qualifications. Upon request, Contractor shall fumish a copy of
certthcation or other proof of qualification, All employees, subcontractors, and agents of
Contractor must comply with all security and administrable requirements of City. City may
conduct, and Contractor shall cooperate in, a security background check or otherwise assess
any employee, sub -contractor, and agent of Contractor. City may refuse access to, or require
replacement of, any of Contractor's employee, subcontractor and agent for cause. Including, but
not limited to, technical or training qualifications, quality of services, change in security status, or
non-compliance with Clty's security or other requirements. Such refusal shall not relleve
Contractor of Its obligation to perform all Services In compliance with the Agreement. City may
reject and bar from any facility for cause any of Contractor's employees, subcontractors, or
agents. City shall have the right to review, and approve any subcontractor used by Contractor.
Contractor shall be fully responsible to City for the acts and omissions of Its subcontractors, and
persons directly or indirectly employed by them. It Is Contractors responsibility to ensure that
their subcontractors are properly licensed to do business In the State of Florida and City of
Sebastian, as required by low.
All workmen must have sufficient knowledge, skill and experience to properly perform the work
assigned to them. All workmen must have proper FDOT safety vest or safely shirts during any
mowing, staging of MOT or clean-up operation.
21.15 Environmental Issues. Ali notifications regarding environmental issues or requirements shall be
sent Immediately to City's Contact Person. Unless directed otherwise by City, Contractor is not
to contact any local, state or federal governmental agencies concerning environmental Issues
Involving the Project Site. �1,
A
City of Sebastian, Florida / Guardian Community Resource Management, Inc. page 1
RFP s19.12 CDBG Administration Services (Re-lud)
21.16 Equal Employment Opportunity. Contractor shall not discriminate on the basis of race, color,
sex, age, national origin, religion, and disability or handicap in accordance with the Provisions of:
Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 20DO at sea), Title VII of the Civil Rights Act
of 1968 (42 U.S.C. § 3601 el sea.), Florida Civil Rights Act of 1992 (§ 760.10 pl gay.), Tide 41
CFR Part 60 for compliance with Executive Orders 11246 and 11375, Tide 49 CFR 23 and Title
49 CFR 26 for Disadvantaged Business Enterprises, Age Discrimination Act of 1975 (42 U.S.C.
§ 6101, at set. , Title 49 CFR 21 and Tide 49 CFR 23, Nondiscrimination on the basis of
handicap, Title 49 CFR 27, Americans with Disabilities Act of 1990 (42 U.S.C. 12102, at. seq.),
Federal Fair Labor Standards Act (29 U.S.C. § 201, at sea.), and any other Federal and State
discrimination statutes. Contractor shall furnish pertinent Information regarding Its employment
policies and practices as well as those of their proposed subcontractors as the State of Florida
Department of Transportation, the Secretary of Labor, or City may require. The above shall be
required of any sub- ntractor hired by Contractor. All Equal Employment Opportunity
requirements shall be included in all non-exempt sub -contracts entered into by Contractor. Sub-
contracts entered into by Contractor shall also include all other applicable labor provisions. No
sub -contract shall be awarded to any noncomplying subcontractor. Additionally. Contractor
shall Insert in Its subcontracts a clause requiring subcontractors to include these provisions in
any lower tier subcontracts that may in turn be made. Contractor shall comply with all state
laws and local ordinances.
21.17 E-Verification System. Contractor shall comply with the Executive order No. 12989 as
amended, and Executive Order No. 11-116. and agrees to utilize the U.S. Department of
Homeland Security's E-Verify system, htt Ye-verifv.usds.ogv/emo. to verify the employment
eligibility of: (1) all persons employed by Contractor during the contract term to perform any
dudes within Florida, and; (2) all persons, including subcontractors, assigned by Contractor to
perform work pursuant to this Contract. Contractors meeting the terms and conditions of the E-
Verify System are deemed to be in compliance with this provision.
21.18 Force Majeure Event. Neither party shall be considered to be in default in the performance of its
obligations under this Agreement, except obligations to make payments with respect to amounts
already accrued, to the extent that performance of any such obligations Is prevented or delayed
by any cause, existing or future, which is beyond the reasonable control, and not a result of the
fault or negligence of, the affected party (a "Force Majeure Event"). If a party is prevented or
delayed In the performance of any such obligations by a Force Majeure Event, such party shall
immediately provide notice to the other party of the circumstances preventing or delaying
performance and the expected duration thereof. Such notice shall be confirmed in writing as
soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to
the extent reasonable, to remove the obstacles which prevent performance and shall resume
performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall
include, but not be limited to acts of civil or military authority (including courts or regulatory
agencies), act of God (excluding normal or seasonal weather conditions), war. riot. or
insurrection, inability to obtain required permits or licenses, hurricanes and severe floods.
21.19 Governing Law, and Venue. The Agreement shall be governed in accordance with the laws of
the Stale of Florida. In the event of litigation with resped to the obljgation of the parties to the
Agreement, the jurisdiction and venue of such action shall be an appropriate State Court in
Indian River County, Florida.
21.20 Governmental Restrictions. If Contractor believes that any governmental restrictions have
been Imposed that require alteration of the materials used, the quality, workmanship or
performance of the Services offered under the Agreement, Contractor shall Immediately notify
City in writing, Indicating the specific restriction. City reserves the right and the complete
discretion to accept any such alteration or to cancel the Agreement at no further expense to City.
City of Sebastian, Florida / Guardian Community Resource Management, Inc. RFP #19-12 CDBG Administration Services (R.Bld) page 1 InNels I /
21.21 Immigration and Nationality Act: Contractor shall comply with all Immigration laws as outlined
In 8 USC 6 1 4a - Unlew(u\smolpvrpant of aliens. City will not Intentionally award City
contracts to any onlractor o now ng y employs unauthorized Alien workers. Any violation of
the employment provisions outlined in the Immigration and Nationality Act throughout the term of
any Agreement with City may result in Immediate termination of the Agreement. City will
consider the employment of unauthorized aliens a violation of Section 274A (a) of the
Immigration and Nationality Ad. Such violation will be cause for unilateral cancellation of the
Agreement by City, If Contractor knowingly employs unauthorized aliens.
21.22 Inspection, Performance, Supervision. City reserves the right to Inspect the Services provided
by Contractor, whether partially or fully completed, at any time, as deemed appropriate by City
for the purpose of ensuring Contractor's performance under the Agreement. Such inspections
performed by City, shall not be construed as a final approval of Contractors Service, and shall
not relieve Contractor from Its obligations under the Agreement city reserves the right to
Inspect, at any reasonable time with prior notice, Contractors fwlllhes to assess conformity of
the provision of the Services with the Agreement requirements. City reserves the right to
investigate or Inspect, at any time, whether the provision of the Services complies with the
Agreement requirements. Contractor shall at all times during the Agreement term remain
responsive and responsible. Contractor must be prepared. If requested by City, to present
evidence or experience, ability, and financial standing, as well as a statement as to capacity of
Contractor for the performance of the provision of the Services covered under the Agreement.
This paragraph shall not mean or imply that it Is obligatory upon City to make an Investigation
either before or after award of the Agreement, but should City elect to do so, Contractor is not
relieved from fulfilling all Agreement requirements. Contractor shall supervise and direct the
performance of its Services and shall be solely responsible for the means, methods, techniques,
sequences, and safety of construction and operations. Contractor will employ and maintain at the
Project Site a qualified supervisor or superintendent who shall have been daslgrated In writing by
Contractor as the Contractors representative at the Project Site. The supervisor or superintendent
shall have full authority to act on behalf of Contractor and all communications given to the
supervisor or superintendent shall be as binding as if given directly to Contractor. The supervisor or
superintendent shall be present on 01e Project She at all fines as required to perform adequate
supervision and coordination of the Contractors Services.
21.23 Lawful Claims and Demands. Should any outstanding claims by subcontractors or suppliers
incurred in the performance of the Services materialize after City has made Payment to
Contractor. Contractor will indemnify and save City harmless from such claims. Acceptance by
Contractor of payment shall be and shall operate as a release to City of all claims and all
liabilities to Contractor, other than claims In stated amounts as may be specifically excepted by
Contractor for things done or furnished In connection with the pmvlsion of the Services, and for
every act and neglect of City and others relating to or arising out of the provision of the Services
covered under this Agreement Any payment, whether final or otherwise, shall not release
Contractor or his sureties from any obligations under the Agreement.
21.24 Liquidated Damages. The City shall be entitled to liquidated damages In the amount of One
Hundred Dollars ($100.00) per day for every day that the Contractor Is late in completing
the work requirements for each Work Order as stipulated in the agreement, and solicitation
documents. Said damages shall be deducted by the City from monies due to Contractor.
21.25 Lobbying. Contractor shall not, in connection with the Agreement. directly or indirectly (1) offer,
confer, or agree to writer any pecuniary benefit on anyone as consideration for any City officer
or employee's decision, opinion, rewmmandation, vote, other exercise of discretion, or violation
of a known legal duty. or (2) offer, give, or agree to give to anyone any gratuity for the benefit of.
or at the direction or request of, any City officer or employee. For purposes of cause (2).
'gratuity- means any payment of more than nominal monetary value in the form of cash, travel,
entertainment, gifts, meals, lodging. loans, subscriptions, advances, deposits of money,
Services, employment, or contracts at any kind.
City al9-12 CD13G Adda/Gratim SCommonly Reswrce MenagenieM.IM. Intupagls
e
RFP k1&12 CDBG Adminisirelbn SerWres (Re -Bid) Page 1 1
21.26 Non -Collusion. Contractor agrees that neither it, nor any of Its officers, partners, agents or
employees have entered into any agreement, participated in any collusion, or otherwise taken
any action which is in restraint of a free competitive solicitation in connection with this
Agreement, and that Contractor intends to do the work with Its own bona Ode employees or
subcontractors and has not provided a response for the benefit of another contractor.
Furthermore, Contractor certifies that its affiliates, subsidiaries, directors, officers, and
employees are not currently under investigation by any govemmental authority and have not In
the last ten (10) years been convicted or found liable for any act prohibited by law in any
jurisdiction, involving conspiracy or collusion with respect to submitting a response on any public
contract.
21.27 Non -Funding Clause. In the event sufficient budgeted funds are not available or depleted. City
shall notify Contractor of such occurrence and contract shall terminate without penalty or
expense to the City.
21.28 Non -Performance Clause. The Contractor recognizes that due to the nature of the services to
be performed under this Agreement, it Is essential that the Work be completed in a timely
manner in accordance with the schedules approved by the City. Non-performance/deficiencies
as Identified by the City to the Contractor shall be addressed 1. Verbally 2. Written Notice. If the
deficiency has not been corrected to the satisfaction or the City within the time frame provided,
the City may have the work performed by either Its internal personnel or a third party and charge
the cost against payments due the Contractor. Repeated deficiencies may result in the
termination of this Agreement.
21.29 Project Site Conditions. Contractor shall be deemed to have examined Project Site(s), it
applicable and to have secured full knowledge of all conditions under which the Services are to
be executed and completed.
21.30 Protection of Persons. Contractor will be responsible for the safety of Its employees and the
employees of Its subcontractors, during the provision of the Services. Contractor will be
responsible for Initiating, maintaining and supervising all safely programs In connection with the
provision of the Services in accordance with applicable safety standards and regulations, as
promulgated by the United States Occupational Safely and Health Act. Contractor shall report
promptly to City any accident or unusual occurrence during performance of the Services,
Including personal injury or death to any Contractor employee, sub -contractor employee or any
member of the public, or any damage to any of Citys property, the Project Site. or adjacent
property.
21.31 Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid, proposal, or reply on a
contract to provide any goods or services to a public entity; may not submit a bid, proposal, or
reply on a contract with a public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real properly to a public entity; may
not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017, Florida Statutes for CATEGORY TWO for a period
of 36 months following the date of being placed on the convicted vendor list.
21.32 Relationship. Contractor is an Independent contractor to City in the provision of the Services
under this Agreement and Is not an employee, agent, joint -venture, or partner of City.
21.33 Remedies. If any event of default occurs, City shall have the right, at the option of City, to
pursue all remedies available at law or equity, Including the termination of this Agreement and all
rights of Contractor hereunder. Notwithstanding Citys termination of the Agreement, Contractor
shall remain liable to City for all claims for damages, costs or attorneys fees arising prior to such
termination. nn
City of Sebastian. Fbdds r Guardian Community Resource Management. Inc Inxial.
RFP a14mi12 CDBG Adusaation Services (Re -Bid) Paga 12
21.34 Risk of Loss. Until the Services have been accepted by City, risk of loss or damage to any
materials. equipment, supplies or work product, whether partially or fully completed, that are
associated with the Services shall remain with Contractor.
21.35 Schedules, Reports and Records. Contractor shall submit to City cost schedules, progress
schedules, estimates, records, reports, and any other data, as related to the provision of the
Services covered under the Agreement. Furthermore, City reserves the right to Inspect and audit
Contractor's books and records relating to the Agreement, when deemed appropriate by City. All
schedules, reports and records of Contractor, as they relate to the Agreement, shall be retained by
Contractor for a period of three (3) years from the date of final payment under the Agreement.
21.36 Security and Confidentiality. Contractor shall comply fully with all security procedures of City In
the performance of the Agreement. Contractor shall not divulge to third parties any information
obtained by Contractor or its agents, distributors, resellers, subcontractors, officers or
employees in the course of the provision of the Services without the written consent of City.
However, Contractor shall be permitted to release Information to third parties it such information
Is publicly available through no fault of Contractor, information that Contractor developed
independently without relying on City's information, or information that is otherwise obtainable
under State and Federal law as a public record. To insure confidentiality. Contractor shall take
appropriate measures as to Its personnel, agents. and subcontractors. The warranties of this
paragraph shall survive the Agreement.
21.37 Severability. If a court deems any provision of the Agreement void or unenforceable, that
provision shall be enforced only to the extent that it is not in violation of law or is not otherwise
unenforceable and all other provisions shall remain in full force and effect.
21.38 Survival. All express representations, waivers, Indemnifications, and limitations of liability
Included in this Agreement will survive completion or termination of the Agreement for any
reason.
21.39 Texas. Contractor shall pay all sales, consumer, use and other similar taxes required to be paid
by Contractor in accordance with the laws and regulations of the State of Florida which are
applicable to the provision of the Services under the Agreement. City will not pay far any
personal property taxes levied on Contractor or for any taxes levied on Contractor's employees'
wages. City is a political subdivision of the State of Florida and holds a Slate of Florida Sales
Tax Exemption Certificate (No. 85-8012821778C-1). All purchases made by City directly from a
deafer, distributor or manufacturer for materials, equipment or supplies (Wrect purchase)
instead of through the Contractor are exempt from sales, consumer, use and other similar taxes.
21.40 Walver. The delay or failure by City to exercise or enforce any of its rights under this Agreement
shall not constitute or be deemed a waiver of City s right thereafter to enforce those rights, nor
shall any single or partial exercise of any such right prelude the City of any other or further
exercise thereof or the exercise of any other right.
City of Sebastian,Florida/Guardian Community Resource Management,Inc. Initials
RFP at9-12 CDBG Atlminislreaon Services (Re-8Id) Page 1 4
22. Authority. Each person signing the Agreement warrants that he or she is duly authorized to do so
and to bind the respective party to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and
year noted above.
ATTEST (SEAL): THE CITY OF SEBASTIAN:
OVA LLIAMS, MMC PAUL E. CARLISCE. CITY MANAGER
TY CLERK
Approved as to form and legality for
reliance by the City of Sebastian only:
A�T� CITY ATTORNEY
GUARDIAN COMMUNITY RESOURCE
MANACrMrT, INC.
BY:
. C EPRE$IDENT
City of Sebastian, Florida / Guardian Community Resource Management, Inc. Initlals
RFP #19-12 CDBG Administration Services (Re -Bid) Page 14 of 14