HomeMy WebLinkAboutAgreement_General_5/8/2025_Crowdergulf VILLAGE OF TEQUESTA
AGREEMENT FOR HURRICANE/DISASTER DEBRIS REMOVAL,
REDUCTION AND DISPOSAL
THIS AGREEMENT FOR hurricane/disaster debris removal is entered into and
effective this _ day of Ll 2025 (the "Effective Date"), by and between the
VILLAGE OF TEQUESTA, a Florida municipal corporation with offices located at 345
Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of
the State of Florida,hereinafter the"Village"; and CROWDERGULF JOINT VENTURE,INC, a
Florida corporation whose Federal Employer ID Number is 01-0626019 with offices located at
5629 Commerce Blvd E, Mobile,AL 36619 , hereinafter the "Contractor" and collectively with
the Village, the "Parties".
WITNESSETH
The Village and the Contractor,in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties,hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement
whereby the Contractor shall provide hurricane/disaster debris removal reduction and disposal
pursuant to all applicable statutory, licensing, and Village code requirements. The Parties agree to
enter into this Agreement pursuant to the Solid Waste Authority agreement 22-201B, which is
hereby fully incorporated into this Agreement and attached hereto as Exhibit"A".
2. COMPENSATION: In consideration for the above Scope of Services, pricing
shall be pursuant to the prices provided in the SWA agreement 22-201B found in Exhibit "A".
The goods or services requested shall be delivered/performed on a "per order" basis and in a
manner and location acceptable to the Village on the requested"Performance Date".
3. TERM: TERMINATION: NOTICE: The initial CrowderGulf — SWA
agreement was for a three year term beginning May 811, 2022 and concluding May, 71, 2025 with
an option of one(1)additional three year extension. On February 121,2025 the SWA did approve
the three year renewal until May 7', 2028. This Agreement shall commence upon execution and
expire on May 71, 2028. This Agreement may be terminated by either party upon 30 days written
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notice to the other party. Notice shall be considered sufficient when sent by certified mail or hand-
delivered to the Parties during regular business hours at the following addresses:
Village Contractor
Village of Tequesta CrowderGulf Joint Venture, Inc.
345 Tequesta Drive 5629 Commerce Blvd
Tequesta, FL 33469 East Mobile, AL 36619
Attn: Public Works Director Attn: Ashley Ramsay-Naile, President
jramsay@crowdergulf.com
4. CHANGE ORDERS: Seller is aware that price and time are of the essence in this
contract and that prompt and timely performance of all such obligations is strictly required. If
conditions change that would require an increase in price, scope, or time for performance Seller
must notify the Village in writing detailing the conditions that have changed and requesting a
change order to the contract within 30 days prior to the performance date "Change Order
Deadline". Change orders submitted after the change order deadline will not be considered. Seller
shall not proceed with any change to its obligations under a change order request unless
documented in a Change Order executed by both Parties. If Seller requests a change order prior to
the change order deadline Village at its discretion may accept the change order as is or with
modifications,deny the change order, re-advertise and re-solicit providers for the required goods
or services or terminate this contract. If the Village elects to re-advertise and re-solicit the need
for goods or services the Village will have 30 days "Solicitation Period" in which to accept the
contemplated change order or terminate this contract. At any time after execution of this
Agreement but prior to Seller's delivery of the Goods, the Village reserves the right at its
discretion to change, modify, revise add, or remove any part of its order for the Goods as
described by this Agreement and any Exhibits, if applicable. If any such change to the Village's
order causes an increase or decrease in the cost of the Goods or causes a change in the time
required for delivery of the Goods, the Village shall make an equitable adjustment in the contract
price, the delivery schedule, or both. Any change to the Village's order for the Goods and any
subsequent equitable adjustment to the terms of this Agreement shall be effectuated through a
written Amendment to this Agreement as executed by both Parties pursuant to Section 15. of this
Agreement.
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5. INSURANCE: The Contractor shall provide proof of workman's compensation insurance
and liability insurance in required under the SWA agreement 22-201B and shall name the Village
as an"additional insured" on the liability portion of the insurance policy.
6. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and
hold harmless the Village, its agents, servants, and employees, from and against any claim,
demand, or cause of action of whatsoever kind or nature, arising out of error, omission,negligent
act,conduct,or misconduct of the Contractor,its agents,servants,or employees in the performance
of services under this Agreement. Nothing contained in this provision shall be construed or
interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond
the waiver provided in Section 768.28,Florida Statutes.
7. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof,
the Contractor certifies that it, its affiliates, suppliers, subcontractors, and consultants who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of
Florida Department of Management Services within thirty-six(36)months immediately preceding
the date hereof. This notice is required by Section 287.133(3)(a),Florida Statutes.
8. DISCRIMMTORY VENDOR'S: In accordance with Section 287.134, Florida
Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List,kept by the
Florida Department of Management Services,may not submit a bid on a contract to provide goods
or services to a public entity; may not submit a bid on a contract with a public entity for the
construction or repair of a public building or public work; may not submit bids on leases of real
property 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. By entering into this agreement or performing any work in furtherance
hereof,the Contractor certifies that it,,its affiliates,,suppliers,subcontractors,and consultants who
will perform hereunder,have not been placed on the discriminatory vendor lists maintained by the
State of Florida Department of Management Services list.
9. INDEPENDENT CONTRACTOR: It is specifically understood that the
Contractor is an independent contractor and not an employee of the Village. Both the Village and
the Contractor agree that this Agreement is not a contract for employment and that no relationship
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of employee-employer or principal-agent is or shall be created hereby, nor shall hereafter exist by
reason of the performance of the services herein provided.
10. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm
Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to
investigate municipal matters, review and audit municipal contracts, and other transactions, and
make reports and recommendations to municipal governing bodies based on such audits,reviews,
or investigations. All parties doing business with the Village shall fully cooperate with the
inspector general in the exercise of the inspector general's functions, authority, and power. The
inspector general has the power to take sworn statements, require the production of records, and
to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and
lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste,
mismanagement,misconduct, and abuses.
11. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095,Florida Statutes, as may be amended. No later than January 1,
2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to
electronically verify the employment eligibility of all newly hired workers, and (2) verify that all
of the Contractor's subconsultants performing the duties and obligations of this Agreement are
registered with and use the E-Verify System to electronically verify the employment eligibility of
all newly hired workers. The Contractor shall obtain from each of its sub-consultants an affidavit
stating that the sub-consultant does not employ,contract with,or subcontract with an Unauthorized
Alien,as that term is defined in Section 448.095(1)(k),Florida Statutes,as may be amended. The
Contractor shall maintain a copy of any such affidavit from a sub-consultant for, at a minimum,
the duration of the subcontract and any extension thereof. This provision shall not supersede any
provision of this Agreement which requires a longer retention period. The Village shall terminate
this Agreement if it has a good faith belief that the Contractor has knowingly violated Section
448.09(1), Florida Statutes, as may be amended. If the Contractor has a good faith belief that the
Contractor's subconsultant has knowingly violated Section 448.09(1),Florida Statutes, as may be
amended, the Village shall notify the Contractor to terminate its contract with the sub-consultant
and the Contractor shall immediately terminate its contract with the sub-consultant. In the event
of such contract termination, the Contractor shall be liable for any additional costs incurred by the
Village as a result of the termination.
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12. SCRUTIMZED COMPANIES: For Contracts under $1M, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to
Section 215.4725, Florida Statutes and that it is not engaged in a boycott of Israel. The Village
may terminate this Agreement at the Village's option if the Contractor is found to have submitted
a false certification as provided under Section 287.135(5),Florida Statutes, if the Contractor has
been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over
$1M, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the
Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it
does not have business operations in Cuba or Syria, as similarly provided in Section 287.135,
Florida Statutes. The Village may terminate this Agreement at the Village's option if the
Contractor is found to have submitted a false certification as provided under Section 287.135(5),
Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created
pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this
Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been
engaged in business operations in Cuba or Syria, as defined in Section 287.135,Florida Statutes.
13. ATTORNEY'S FEES: In the event, a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
14. FORCE MAJEURE: The Contractor shall not be considered in default by reason
of any failure in performance under this Agreement if such failure arises out of causes reasonably
beyond the control of the Contractor or its subcontractors and without their fault or negligence.
Such causes include, but are not limited to: acts of God; acts of war; natural or public health
emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather
conditions.
15. CHOICE OF LAW,VENUE: This Agreement shall be governed and construed
In accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
16. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached
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hereto, and required insurance certificates constitute the entire Agreement between both Parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both Parties,and
attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the
provision of services called for in this Agreement without prior written consent of the Village.
17. PUBLIC RECORDS: In accordance with Section 119.0701,Florida Statutes,the
Contractor must keep and maintain this Agreement and any other records associated therewith and
that are associated with the performance of the work described in the Scope of Services. Upon
request from the Village's custodian of public records, the Contractor must provide the Village
with copies of requested records, or allow such records to be inspected or copied, within a
reasonable time in accordance with access and cost requirements of Chapter 119, Florida
Statutes. A Contractor who fails to provide the public records to the Village,or fails to make them
available for inspection or copying,within a reasonable time may be subject to attorney's fees and
costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10,
Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records
associated with this Agreement or associated with the provision of services contemplated herein
are not disclosed except as authorized by law for the duration of the Agreement term,and following
completion of the Agreement if the Contractor does not transfer the records to the Village. Finally,
upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all
public records in possession of the Contractor,or keep and maintain public records required by the
Village. If the Contractor transfers all public records to the Village upon completion of the
Agreement, 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 Agreement, the Contractor shall meet all
applicable requirements for retaining public records. Records that are stored electronically must
be provided to the Village,upon request from the Village's custodian of public records, in a format
that is compatible with the Village's information technology systems.
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, PLEASE CONTACT THE VILLAGE CLERK,
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RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT
lmmilliams a,tequesta.or , OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
18. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting, or enforcing this
Agreement.
19. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
Agreement and this Agreement shall be construed and enforced in all respects as if the invalid
or unenforceable provision is not contained herein.
20. WAIVER: No waiver by the Village of any provision of this Agreement shall be
deemed to be a waiver of any other provisions hereof or of any subsequent breach by the
Contractor of the same, or any other provision or the enforcement hereof. The Village's
consent to or approval of any act requiring the Village's consent or approval of any act by the
Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to
or approval of any subsequent consent or approval of, whether or not similar to the act so
consented or approved.
21. ENTIRE AGREEMENT: This eight page Agreement constitutes the entire
agreement between the parties; no modification shall be made to this Agreement unless such
modification is in writing, agreed to by both parties, and attached hereto as an addendum to this
Agreement.
22. AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf of
either Party individually warrants that he or she has the full legal power to execute this agreement
on behalf of the Party for whom he or she is signing and bind and obligate such party with respect
to all provisions contained in this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
WITNESSES: CROWDERGULF JOINT VENTURE,
INC.
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By: Wes Naile, Contracts Manager By:Ashley amsay-N ' Pregident
(Corporate Seal)
VILLAGE OF TEQUESTA
ATTEST: By: Molly Yo6ng,Mayor
Lori McWilliams,MMC
0,
Village Clerk
►NC AL
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EXHIBIT A
C R O W D E R ADMINISTRATIVE OFFICE
5629 Commerce Blvd East
Mobile,AL 36619
OFFICE : 800-992-6207
FAX : 251-459-7433
February 20,2025
Mr.Doug Chambers,Director
Department of Public Works via email:dchambers@tequesta.org
Village of Tequesta
136 Bridge Street
Tequesta,FL 33469
Re:Mutual Aid Renewal for Hurricane/Disaster Debris Removal,Reduction and Disposal
Dear Mr.Chambers:
CrowderGulf has been providing the Village of Tequesta with a Mutual Aid Agreement under the same terms and
conditions as the SWA of Palm Beach County Contract for Hurricane/Disaster Debris Removal,Reduction and Disposal,
Agreement 422-201 B.The term of the SWA of Palm Beach County agreement is for three(3)years and shall expire on
May 7,2025,unless terminated earlier.The Authority shall have the option of extending this Agreement for three(3)
additional years,as approved by the Authority's Board or designee,in its sole and unfettered discretion,on the same
terms and conditions.On February 12,2025,the SWA of Palm Beach County did approve a three(3)year renewal through
May 7,2028.
If the Village of Tequesta is in agreement to renew the existing agreement,please sign the renewal acceptance below and
return to CrowderGulf. Upon execution of this acknowledgement the agreement will continue under the same terms and
conditions until its new expiration date of May 7,2028.
We appreciate the opportunity to renew this agreement and stand ready to respond immediately in the event the community
of the Village of Tequesta requests our services.If you have any questions or if we can be of any further assistance,please
do not hesitate to contact me at the Disaster Administration Office (DAO) at 800-992-6207 or by e-mail
jramsay@crowdergulf.com.
Best regards,
t r
i..:`+•.%�w� r 4� - �� �J.��'e' f..and
Ashley Ramsaj�t`aile
President
RE ENAL ACCEPTANCE— K//age of T uWta f1
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