HomeMy WebLinkAboutContract - City of Deerfield BeachCONTRACT
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THIS CONTRACT is entered into by and between the CITY OF DEERFIELD BEACH (CITY), a municipal
corporation and REHRIG PACIFIC COMPANY (CONTRACTOR), as follows
WITNESSETH:
WHEREAS, pursuant to RFP #2011-1,2/18 (the RFP) the CITY accepted competitive proposals for
Recycling Roll Carts (35, 65, and 95 Gallon) Including Assembly, Distribution, and Asset Management and
Inventory Software (the Services); and
WHEREAS, the Services are delineated in the RFP;. and
WHEREAS, this Contract, the RFP and the CONTRACTOR's Response constitute the entire Contract and
describe the Services to be provided; and
WHEREAS, after evaluation of price and other evaluation criteria specified in the RFP, the evaluation.
committee and the City Commission of the City of Deerfield Beach, Florida, the CITY has determined that the most
responsive and responsible proposal was submitted by CONTRACTOR and that CONTRACTOR has the
necessary resources, experience and ability to perform the contract at a competitive price; and
WHEREAS, th CITY has awarded the contract to CONTRACTOR for the Services on July 10, 2012,
Resolution No 2012/L
NOW THEREFORE, be it agreed by and between the parties as follows:
ARTICLE
INTRODUCTION AND SCOPE OF SERVICES
1.1 The above referenced Whereas clauses are true and correct and made a part hereof.
1.2 This Contract, the RFP, together with the response to the RFP of CONTRACTOR shall constitute the entire
Contract, except to the extent specifically modified on Attachment "A" - Contract Pricing. The parties agree
that the scope of services is a description of CONTRACTOR's obligations and responsibilities and is
deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and
tasks which are such an inseparable part of the work described. that exclusion would render performance
by CONTRACTOR impractical, illogical, or unconscionable.
1.3 Except as specifically modified herein, CONTRACTOR shall be bound by the terms and conditions and
prices as set forth in the RFP and the CONTRACTOR'S Response to the RFP. When the terms and
conditions of this Contract may be read as consistent with the RFP, then and in that respect, the terms of
both the RFP and this Contract shall be read as being consistent and shall be binding on both parties.
Where terms and conditions of this Contract contradict anything as set forth in the RFP or the response to
the RFP, then the terms and conditions of this Contract shall be binding and in full force and effect to the
extent of any inconsistency.
1.4 This is a non-exclusive contract. The CITY may, in its sole and absolute discretion, utilize other parties to
provide any of the services listed in the RFP, or any aspect of the Services if the CITY deems it to be in the
best interest of the CITY.
1.5 CONTRACTOR acknowledges and agrees that the Contract Administrator has no authority to make
changes that would increase, decrease, or otherwise modify the Scope of Services to be provided under
this Contract.
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ARTICLE 2
TERM AND TIME OF PERFORMANCE
2.1 The initial contract term shall be for three (3) years, beginning on August 1, 2012 and ending on July 31,
2015. The City reserves the right to extend the contract for three (3) additional one (1) year renewal terms
providing all terms conditions and specifications remain the same, both parties agree to the extension, and
such extension is approved by the City.
2.2 Time shall be deemed to be of the essence in performing the duties, obligations and responsibilities
required by this Contract.
ARTICLE 3
COMPENSATION
3.1 The CITY shall compensate the CONTRACTOR for. services provided by the CONTRACTOR, CITY agrees
to pay CONTRACTOR, in the manner specified in the RFP, the amounts set forth in Attachment "A" or as
for work actually performed and completed pursuant to this Contract, which amount shall be accepted by
CONTRACTOR as full compensation for all such work. It is acknowledged and agreed by CONTRACTOR
that this amount is the maximum payable and constitutes a limitation upon CITY's obligation to compensate
CONTRACTOR for its services related to this Contract. This amount, however, does not constitute a
limitation, of any sort, upon CONTRACTOR's obligation to perform all items of work required by or which
can be reasonably inferred from the Scope of Services. No amount shall be paid to CONTRACTOR to
reimburse its expenses.
3.2 The CONTRACTOR and the CITY shall abide by the Florida Prompt Payment Act, FL SS. 218.70-218.80.
ARTICLE 4
TERMINATION OR SUSPENSION
4.1 This Contract may be terminated for convenience by the CITY. Termination for convenience by the CITY
shall beeffective on the termination date stated in written notice provided by CITY, which termination date
shall be not less than thirty (30) days after the date of such written notice. This Contract may also be
terminated by the City Manager upon such. notice as the City Manager deems appropriate under the
circumstances in the event the City Manager determines that termination is necessary to protect the public
• health .or safety. The parties agree that if CITY erroneously, improperly or unjustifiably terminates for
cause, such.termination shall be deemed a termination for convenience, which shall be effective thirty (30)
days after such notice of termination for cause is provided.
4.2 This Contract may be terminated for cause for reasons including, but not limited to, CONTRACTOR'S
repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices,
failure to suitably perform the work; or failure to continuously perform the work in a manner calculated to
meet or accomplish the objectives as set forth in this Contract.
4.3 Notice of termination shall be provided in accordance with the "NOTICES" section of this Contract except
that notice of termination by the City Manager, which the City Manager deems necessary to protect the
public health, safety, or welfare may be verbal notice that shall be promptly confirmed in writing in
accordance with the "NOTICES" section of this Contract.
4.4 In the event this Contract is terminated for convenience, CONTRACTOR shall be paid for any services
properly performed under the Contract through the termination date specified in the written notice of
termination. CONTRACTOR acknowledges and agrees that it has received good, valuable and sufficient
consideration from CITY, the receipt and adequacy of which are, hereby acknowledged by CONTRACTOR,
for CITY's right to terminate this Contract for convenience.
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4.5 In the event this Contract is terminated for any reason, any amounts due CONTRACTOR shall be withheld
by CITY until all documents are provided to CITY pursuant to Section 8.1 of Article 8.
4.6 Should at any time during the term of this contract, including any option terms, the CONTRACTOR is in
violation of any of the terms and conditions of this contract, the City shall have the right to suspend the
CONTRACTOR until the violation is resolved to the satisfaction of the City. If the violation is not promptly
resolved or is of such serious nature that the City determines that suspension is not adequate, the City
reserves the right to terminate for cause.
4.6.1 In the event a CONTRACTOR is terminated, the City may assign the contract to another
CONTRACTOR, or seek a new CONTRACTOR, until the contract is re -let, or until the end of the
contract term then in effect, at its sole option and shall reserve all legal remedies for damages and
other relief.
ARTICLE 5
EEO AND ADA COMPLIANCE
5.1 CONTRACTOR shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion,
age, political affiliation or disability in the performance of this Contract, the solicitation for or purchase of
goods or services relating to this Contract, or in subcontracting work in the performance of this Contract.
CONTRACTOR shall include the foregoing or similar language in its contracts with any subcontractors or
subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall
comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26, as amended. Failure to
comply with. the foregoing requirements is a material breach of this Contract, which may result in the
termination of this Contract or such other remedy as CITY deems appropriate.
5.2 CONTRACTOR shall not unlawfully discriminate against any person in its operations and activities or in its
use or expenditure of funds in fulfilling its obligations under this Contract. CONTRACTOR shall affirmatively
comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing
any services funded by CITY, including Titles I and II of the ADA (regarding nondiscrimination on the basis -
of disability), and all applicable regulations, guidelines, and standards. In addition, CONTRACTOR shall
.take affirmative steps to ensure nondiscrimination in employment against disabled persons.
ARTICLE 6
MISCELLANEOUS
6.1 RIGHTS IN DOCUMENTS AND WORK
Any and all reports, photographs, surveys, and other data and documents provided or created in
connection with this Contract are and shall remain the property of CITY;. and, if a copyright is claimed,
CONTRACTOR grants to CITY a non-exclusive license to use the copyrighted item(s) indefinitely, to
prepare derivative works, and to make and distribute copies to the public. In the event of termination of this
Contract, any reports, photographs, surveys, and other data and documents prepared by CONTRACTOR,
whether finished or unfinished, shall become the property of CITY and shall be delivered by
CONTRACTOR to the Contract Administrator within. seven (7) days of termination of this Contract by either
party. Any compensation due to CONTRACTOR shall be withheld until all documents are received as
provided herein,
6.2 AUDIT RIGHT AND RETENTION OF RECORDS
CITY shall have the right to audit the books, records, and accounts of CONTRACTOR and its
subcontractors that are related to this Project. CONTRACTOR and its subcontractors shall keep such
books, records, and accounts as may be necessary in order to record complete and correct entries related
to the Project. All books, records, and accounts of CONTRACTOR and its subcontractors shall be kept in
written form, or in a form capable of conversion into written form within a reasonable time, and upon
request to do so, CONTRACTOR or its subcontractor, as applicable, shall make same available at no cost
to CITY in written form.
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CONTRACTOR and its subcontractors shall preserve and make available, at reasonable times. for .
examination and audit by CITY, all financial records, supporting documents, statistical records, and any
other documents pertinent to this Contract for the required retention period of the Florida Public Records
Act, Chapter 119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida
Public Records Act is not applicable, for a minimum period of three (3) years after termination of this
Contract. If any audit has been initiated and audit findings have not been resolved, at the end of the
retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained
until resolution of the audit findings. If the Florida Public Records Act is determined by . CITY to be
applicable to CONTRACTOR's and its subcontractors' records, CONTRACTOR and its subcontractors
shall comply with all requirements thereof; however, no confidentiality or non -disclosure requirement of
either federal or state law shall be violated by CONTRACTOR or its subcontractors. Any incomplete or
incorrect entry in such books, records, and accounts shall be a basis for CITY's disallowance and recovery
of any payment upon such entry.
CONTRACTOR shall, by .written contract, require its subcontractors to agree to the requirements and
obligations of this Section 6.2.
6.3 COMPLAINTS AND DISPUTES: All complaints concerning misconduct on the part of the Contractor or
disputes between City staff and the Contractor are referred to the City Manager or his designee, who shall
conduct investigations and inquiries, including discussions with the Contractor and involved staff. The
determinations of the City Manager or designee shall be binding upon the parties, and failure of the
CONTRACTOR to follow any such determination could be considered. a material breach and subject the
CONTRACTOR to termination for cause. The CONTRACTOR agrees that any complaints received by the •
City concerning misconduct on the part of the CONTRACTOR, such as excessive charges, poor business
practices etc., will be referred to the Office of .the City Manager for appropriate action. The CONTRACTOR
agrees to make any complaints concerning the City of Deerfield Beach available to the Office of the City
Manager for action as required.
6.4 THIRD PARTY BENEFICIARIES
Neither CONTRACTOR nor CITY intends to directly or substantially benefit a third party by this Contract.
Therefore, the, parties agree that there are no third party beneficiaries to this Contract and that no third
party shall be entitled to assert a right or claim against either of them based upon this Contract.
6.5 NOTICES
Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified
United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with
acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of
delivery, addressed to the party for whom it is intended at the place last specified. The place for giving
notice shall remain the same as set forth herein until changed in writing in the manner provided in this
section. For the present, the parties designate the following:
FOR CITY:
Burgess Hanson, City Manager
City of Deerfield Beach
150 NE 2nd St.
Deerfield Beach, FL 33441
FOR
CONTRACTOR:
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6.6 MATERIALITY AND WAIVER OF BREACH
CITY and CONTRACTOR agree that each requirement, duty, and obligation set forth herein was bargained
for at arms --length and is agreed to by the parties in exchange -for quid pro quo, that each is substantial and
important to the formation of this Contract and that each is, therefore, a material term hereof.
CITY's failure tp enforce any provision of this Contract shall not be deemed a waiver of such provision or
modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a
waiver of any subsequent breach and shall not be construed to be a modification of the terms of this
Contract.
6.7 SEVERANCE
In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid, the
remaining provisions shall continue to be effective unless CITY or CONTRACTOR elects to terminate this
Contract. An election to terminate this Contract based upon this provision shall be made within seven (7)
days after the finding by the court becomes final.
6.8 JOINT PREPARATION
. Each party and its. counsel have participated fully in the review and revision of this Contract and
acknowledge that the preparation of this Contract has been their joint effort. The language agreed to
expresses their mutual intent and the resulting document shall not, solely as a matter of judicial
construction, be construed more severely against one of the parties than the other. The. language in this
Contract shall be interpreted as to its fair meaning and not strictly for or against any party.
6.9 WAIVER OF JURY TRIAL
By entering into this contract, CONTRACTOR, and CITY hereby expressly waive any rights either party
may have to a trial by jury of any civil litigation related to this contract.
6.10 AMENDMENTS
No modification, amendment, or alteration in the terms or conditions contained herein shall be effective
unless contained in a written document prepared with the same or similar formality as this Contract and
executed by the Board and CONTRACTOR or others delegated authority to or otherwise authorized to
execute same on their behalf.
6.11 PRIOR CONTRACTS
This document represents the final and complete understanding of the parties and incorporates or
supersedes all prior negotiations, correspondence, conversations, Contracts, and understandings
applicable to the matters contained herein. The parties agree that there is no commitment, Contract, or.
understanding concerning the subject matter of this Contract that is not contained in this written document.
Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior
representation or. Contract, whether oral or written.
6.12 REPRESENTATION OF AUTHORITY
Each individual executing this Contract on behalf of a party hereto hereby represents and warrants that he
or she is, on the date he or she signs this Contract, duly authorized by all necessary and appropriate action
to execute this Contract on behalf of such party and does so with full legal authority.
6.13 MULTIPLE ORIGINALS
Multiple copies of this Contract may be executed by all parties, each of which, bearing original signatures,
shall have the force and effect of an original document.
WITN S WHEREOF the parties have caused these presents to be executed:
Wit
CITY OF DEERFIELD BEACH
By:
CITY A GER
Date: F/oc, Oa-
5
ATTE
i
A�7 GRAHAM-JOHNSO
APPROVED AS TO
, CITY CLERK
ANDREW S. MAU ''-, CITY ATTORNEY
CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR
N.ONCORPORATION FORMAT, AS APPLICABLE.
[If incorporated sign below.]
ATT
CONTRACTOR
REHRIG PACIFIC COMPANY
(Name of Corporation)
By �Y
(Secretary) (Signature)
REW
CFOJFASSL.00ORP. SECY.
(Corporate Seal)
[If not incorporated sign below.]
WITNESSES:
WILLIAM J. REHRIG, PRESIDENT
(Type Name/Title Signed Above)
5 day of JULY 20 12
CONTRACTOR
(Name)
By
(Signature)
(Type Name Signed Above).
day of , 20_
CITY REQUIRES THREE (3) FULLY -EXECUTED CONTRACTS, FOR DISTRIBUTION
ATTACHMENT "A" — CONTRACT PRICING
RFD ENABLED ROLL'cA".
35 Gallon Cart Pessi Blue
885
In -Mold Label O•tion
Black Cartw/Pe•si Blue Lid O•tion
Minimum Order Re.uirement
65 Gallon Cart Pe.si Blue
In -Mold Label O•tion
Black Cart w/Pe•si Blue Lid O•tion
Minimum Order Re•uirement
95 Gallon Cart Pe.si Blue
In -Mold Label O•tion
Black Cartw/Pe•si Blue Lid O•tion
Minimum Order Res uirement
ssem
ly an
Dist��bution,
0
0
N/A
15,930
0
0
N/A
885
0
0
iit�Price:
$36.48
$1.00
$35.98
500
$39.43
$1.10
$38.48
648
$45.40
$1.10
$44.15
N/A
468
erv�ces ay mcludemultple to ations w
Truckload An combination of sizes
Less than Truckload (Not less than minimum
order re. uirement)
sset Management;an
nventory
oftwar
Implementation and Initial Integration with
RFID Event Ca ',lure S stem
Annual Maintenance
Software:
YGRAND FTO
17,700
$4.00
$ 32,284.80
$ 628,119.90
$ 40,179.00
$ 70,800.00
N/A
$15.00 .er home
1
1
N/A
BASED ON§ESTIMATED QUANTITIE,
$0.00
$10, 800.00
$ 782,183.70