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HomeMy WebLinkAbout2012-197 3 ' 1 g 1570 . i � I I I i i I I I Attachment 2 Draft Copy of tF�e Agreement between Indian River County and Paul Jacquin & Sons, Inc. I I I i I I i �j 1 I 3 ' 1 g 1570 . i � I I I i i I I I Attachment 2 Draft Copy of tF�e Agreement between Indian River County and Paul Jacquin & Sons, Inc. I I I i I I i �j 1 I I SECTION 00530 - EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE i THIS AGREEMENT ("Agreement" or "Contract"), dated October 23 , , 2012 by and between Indian River County, a political subdivision of the State of Florida ("OWNER" or "County") and Paul Jacquin & Son . Inc . ("CONTRACTOR ') . OWNER and CONTRtICTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: i ARTICLE 1 WORK l . l', CONTRACTOR as an independent contractor and not as an employee shall furnish and complete all'; of the necessary labor, material, and equipment to perform the work as specified or indicated in the Contract Documents. The work is generally described as follows. A. The Wolk shall include, but is not necessarily limited to, the following. 1 . Mobilization/Demobilization 2 . Site Work, Paving, Grading, Landscaping I Ia. Clearing/Grubbing b . Filling/Grading c. Asphalt Paving Id. Heavy Duty Concrete Paving le. Stabilized Asphalt Millings f. Irrigation/Landscaping g. Sodding/Seedmg 3 . Stormwater System a. Stormwater Pond b . Stormwater Inlets and Piping c. Outfall Control Structure d. Outfall Pipe/Slope Stabilization 4 . (Yard piping, including: Ia. Water Main Piping Ib . Forcemain Piping Ice Gravity Sanitary Sewer Piping Id. Miscellaneous Work 5 * Lift Station i 6 . Building Ia, Structural 005304 VRB I SECTION 00530 - EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE i THIS AGREEMENT ("Agreement" or "Contract"), dated October 23 , , 2012 by and between Indian River County, a political subdivision of the State of Florida ("OWNER" or "County") and Paul Jacquin & Son . Inc . ("CONTRACTOR ') . OWNER and CONTRtICTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: i ARTICLE 1 WORK l . l', CONTRACTOR as an independent contractor and not as an employee shall furnish and complete all'; of the necessary labor, material, and equipment to perform the work as specified or indicated in the Contract Documents. The work is generally described as follows. A. The Wolk shall include, but is not necessarily limited to, the following. 1 . Mobilization/Demobilization 2 . Site Work, Paving, Grading, Landscaping I Ia. Clearing/Grubbing b . Filling/Grading c. Asphalt Paving Id. Heavy Duty Concrete Paving le. Stabilized Asphalt Millings f. Irrigation/Landscaping g. Sodding/Seedmg 3 . Stormwater System a. Stormwater Pond b . Stormwater Inlets and Piping c. Outfall Control Structure d. Outfall Pipe/Slope Stabilization 4 . (Yard piping, including: Ia. Water Main Piping Ib . Forcemain Piping Ice Gravity Sanitary Sewer Piping Id. Miscellaneous Work 5 * Lift Station i 6 . Building Ia, Structural 005304 VRB b . Architectural c . HVAC d . Miscellaneous Work 7 . Elevated Ramp a. Structural Concrete Slabs and Footers b . Expanded Polystyrene Geofoam and Structural Fill c. Shotcrete Ids Retaining Wall e. Miscellaneous Work 8 . i Painting and Coatings i . 9 . Electrical 10 . Horizontal Ram Stationary Compactor 11 . , Emergency Generator i 12 . Miscellaneous 13 . ( Restroom and Office Amenities Allowance i 14 . Tools, Storage, and Facility Sign Allowance 15 . ( Contingency i 16 . Demolition of Existing Facilities ARTICLE 2 ENGIN ER 2. 1 The project has been designed by CDM Smith Inc., hereinafter called ENGINEER, and who is to act as OWNER'S reprejentative, assume all duties and responsibilities and have the rights and authority assigned to ENGINEEI in the Contract Documents in connection with completion of the work in accordance with the Cor Tact Documents, I ARTICLE 3 CONTRACT TIME 3 . 1, CONTRACTOR shall achieve Partial Utilization with the work within one hundred twenty ( 120) calendar days from the date of Notice to Proceed. The CONTRACTOR shall be substantially completed with the wor one hundred fifty ( 150) calendar days after issuance of the Notice to Proceed, in accordance with Paragfaph 2 .03 of the General Conditions, and be completed and ready for final payment in accordance with Paragraph 14. 07 of the General Conditions within one hundred eighty ( 180) calendar days after the i$suance of the Notice to Proceed. 3 .2 Liquidated Dam aes. OWNER and CONTRACTOR recognize that time is of the essence of this some Agreement and that OWNER will suffer financial loss if the work is not completed' within the times specified in Paragraph 3 . 1 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions . They also recognize the delays, expense and difficulties involved in proving in a legal 00530-2 VRB b . Architectural c . HVAC d . Miscellaneous Work 7 . Elevated Ramp a. Structural Concrete Slabs and Footers b . Expanded Polystyrene Geofoam and Structural Fill c. Shotcrete Ids Retaining Wall e. Miscellaneous Work 8 . i Painting and Coatings i . 9 . Electrical 10 . Horizontal Ram Stationary Compactor 11 . , Emergency Generator i 12 . Miscellaneous 13 . ( Restroom and Office Amenities Allowance i 14 . Tools, Storage, and Facility Sign Allowance 15 . ( Contingency i 16 . Demolition of Existing Facilities ARTICLE 2 ENGIN ER 2. 1 The project has been designed by CDM Smith Inc., hereinafter called ENGINEER, and who is to act as OWNER'S reprejentative, assume all duties and responsibilities and have the rights and authority assigned to ENGINEEI in the Contract Documents in connection with completion of the work in accordance with the Cor Tact Documents, I ARTICLE 3 CONTRACT TIME 3 . 1, CONTRACTOR shall achieve Partial Utilization with the work within one hundred twenty ( 120) calendar days from the date of Notice to Proceed. The CONTRACTOR shall be substantially completed with the wor one hundred fifty ( 150) calendar days after issuance of the Notice to Proceed, in accordance with Paragfaph 2 .03 of the General Conditions, and be completed and ready for final payment in accordance with Paragraph 14. 07 of the General Conditions within one hundred eighty ( 180) calendar days after the i$suance of the Notice to Proceed. 3 .2 Liquidated Dam aes. OWNER and CONTRACTOR recognize that time is of the essence of this some Agreement and that OWNER will suffer financial loss if the work is not completed' within the times specified in Paragraph 3 . 1 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions . They also recognize the delays, expense and difficulties involved in proving in a legal 00530-2 VRB proceeding the actual to s suffered by OWNER if the work is not completed on time. Accordingly, instead of requiring any such pr of, OWNER and CONTRACTOR agree that as liquidated damages for, delay (but not as a penalty) CONTRACTOR shall pay OWNER: (a) four hundred fifty dollars ($450 .00) for each day that expires after the tim specified in Paragraph 3 . 1 for Partial Utilization of the work on the project and (b) four hundred fifty dollar 1 ($450 . 00) for each day that expires after the time specified in Paragraph 3 . 1 for Substantial Completion f the work on the project and (c) four hundred fifty dollars ($450 .00) for each day that expires after the tim specified in Paragraph 3 . 1 for completion and readiness for final payment. ARTICLE 4 CONTRACT PRICE 4. 1 OWNER shall ay CONTRACTOR for completion of the work in accordance with the Contract Documents in crrent funds in the amount of $2. 161 .000 .00. ARTICLE 5 PAYMENT PROCEDURES CONTRACTOR shall suibmit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed as provided in the General Conditions and the Contract Documents. The OWNER shall make progress payments to the CONTRACTOR on the 501 Progress Payme4ts . basis of the app ved partial payment request as recommended by ENGINEER in accordance with the provisions o7the Local Government Prompt Payment Act, Florida Statutes section 218 .70 et. seq. The OWNER shall retain ten percent ( 10%) of the payment amounts due to the CONTRACTOR until fifty percent (50%) completion of the work. After fifty percent (50%) completion of a work is attained as certified to OWNER by ENGINEER in writing, OWNER shall retain five percent (5%) of the payment amount due to CONTRACTOR until final completion and, acceptance f all work to be performed by CONTRACTOR under the Contract Documents . Pursuant to Flor da Statutes section 218 .735(8)(b), fifty percent (50%) completion means the point at which the C unty as OWNER has expended fifty percent (50%) of the total cost of the construction se ices work purchased under the Contract Documents, together with all costs associated with xisting change orders and other additions or modifications to the construction services work pr vided under the Contract Documents . 5 .2 Pay Requests . Each request for a ' progress payment shall be submitted on the application for payment form supplied by OWNER and the application for payment shall contain the CONTRACTO ' s certification. All progress payments will be on the basis of progress of the work measured by th schedule of values established, or in the case of unitprice work based on the number of units completed. After fifty percent (50%) completion, and pursuant to Florida Statutes section 218 .735($)(d), the CONTRACTOR may submit a pay request to the County as OWNER for up to one half ( � /2) of the retainage held by the County as OWNER, and the County as OWNER shall promptly ake payment to the CONTRACTOR unless such amounts are the subject of a good faith dispute; th subject of a claim pursuant to Florida Statutes section 255 .05 (2005); or otherwise the subject of claim or demand by the County as OWNER or the CONTRACTOR. The CONTRACTO acknowledges that where such retainage is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers, the Contractor shall timely remit payment of sucl i retainage to those subcontractors and suppliers . Pursuant to Florida Statutes section 218 .735 ( )(c)(2005), CONTRACTOR further acknowledges and agrees that: 1 1 ) the County as OWNER sha 1 receive immediate written notice of all decisions made by CONTRACTOR to withhold retainsa on any subcontractor at greater than five percent (5%) after fifty percent (50%) completion; and 2) CONTRACTOR will not seek release from the County as OWNER of the 00530-3 VRB proceeding the actual to s suffered by OWNER if the work is not completed on time. Accordingly, instead of requiring any such pr of, OWNER and CONTRACTOR agree that as liquidated damages for, delay (but not as a penalty) CONTRACTOR shall pay OWNER: (a) four hundred fifty dollars ($450 .00) for each day that expires after the tim specified in Paragraph 3 . 1 for Partial Utilization of the work on the project and (b) four hundred fifty dollar 1 ($450 . 00) for each day that expires after the time specified in Paragraph 3 . 1 for Substantial Completion f the work on the project and (c) four hundred fifty dollars ($450 .00) for each day that expires after the tim specified in Paragraph 3 . 1 for completion and readiness for final payment. ARTICLE 4 CONTRACT PRICE 4. 1 OWNER shall ay CONTRACTOR for completion of the work in accordance with the Contract Documents in crrent funds in the amount of $2. 161 .000 .00. ARTICLE 5 PAYMENT PROCEDURES CONTRACTOR shall suibmit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed as provided in the General Conditions and the Contract Documents. The OWNER shall make progress payments to the CONTRACTOR on the 501 Progress Payme4ts . basis of the app ved partial payment request as recommended by ENGINEER in accordance with the provisions o7the Local Government Prompt Payment Act, Florida Statutes section 218 .70 et. seq. The OWNER shall retain ten percent ( 10%) of the payment amounts due to the CONTRACTOR until fifty percent (50%) completion of the work. After fifty percent (50%) completion of a work is attained as certified to OWNER by ENGINEER in writing, OWNER shall retain five percent (5%) of the payment amount due to CONTRACTOR until final completion and, acceptance f all work to be performed by CONTRACTOR under the Contract Documents . Pursuant to Flor da Statutes section 218 .735(8)(b), fifty percent (50%) completion means the point at which the C unty as OWNER has expended fifty percent (50%) of the total cost of the construction se ices work purchased under the Contract Documents, together with all costs associated with xisting change orders and other additions or modifications to the construction services work pr vided under the Contract Documents . 5 .2 Pay Requests . Each request for a ' progress payment shall be submitted on the application for payment form supplied by OWNER and the application for payment shall contain the CONTRACTO ' s certification. All progress payments will be on the basis of progress of the work measured by th schedule of values established, or in the case of unitprice work based on the number of units completed. After fifty percent (50%) completion, and pursuant to Florida Statutes section 218 .735($)(d), the CONTRACTOR may submit a pay request to the County as OWNER for up to one half ( � /2) of the retainage held by the County as OWNER, and the County as OWNER shall promptly ake payment to the CONTRACTOR unless such amounts are the subject of a good faith dispute; th subject of a claim pursuant to Florida Statutes section 255 .05 (2005); or otherwise the subject of claim or demand by the County as OWNER or the CONTRACTOR. The CONTRACTO acknowledges that where such retainage is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers, the Contractor shall timely remit payment of sucl i retainage to those subcontractors and suppliers . Pursuant to Florida Statutes section 218 .735 ( )(c)(2005), CONTRACTOR further acknowledges and agrees that: 1 1 ) the County as OWNER sha 1 receive immediate written notice of all decisions made by CONTRACTOR to withhold retainsa on any subcontractor at greater than five percent (5%) after fifty percent (50%) completion; and 2) CONTRACTOR will not seek release from the County as OWNER of the 00530-3 VRB withheld retaina a until the final pay request. I i 5 .3 Paragraphs 5 . 1 . 1 and 5 .2 do not apply to construction services work purchased by the County as OWNER which are paid for, in whole or in part, with federal funds and are subject to federal grantor laws d regulations or requirements that are contrary to any provision of the Local Government Prompt Payment Act. In such event, payment and retainage provisions shall be governed by the applicable grant requirements and guidelines . JI 5 .4 ACCEPTANCE AND FINAL PAYMENT: Upon receipt of written notice that the work is ready for final inspection and acceptance, the ENGINEER will promptly make such inspection and when the ENGINEER finds the work acceptable under the terms of the Contract and the Contract fully performed the ENGINEER will promptly issue a final completion certificate stating that the work provided :'or in this Contract has been completed, and acceptance by the OWNER under the terms and the conditions thereof is recommended and the entire balance found to be due the CONTRACTOI+�i, will be paid to the CONTRACTOR by the OWNER following County Commission approval of the final Contract payment. 5 .5 Acce tance of Final PMMent as Release . The acceptance by the CONTRACTOR of final payment shall be and shall operate as a release to the OWNER from all claims and all liability to the CONTRACTOR other than claims in stated amounts as may be specifically excepted by the CONTRACTOR for all things done or furnished in connection with the work under this Contract and for every at and neglect of the OWNER and others relating to or arising out of the work. Any payment, owever, final or otherwise, shall not release the CONTRACTOR or its sureties from any obliga� ions under the Contract Documents or the Payment and Performance Bonds . ARTICLE 6 INTEREST Not Applicable, ARTICLE 7 CONTRACTOR'S REPRESENTATIONS In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations : 7. 1 CONTRACTOR has familiarized itself with the nature and extent of the Contract Documents, work, site, local�ty, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7 .2 CONTRACTO has studied carefully all reports of explorations and tests of subsurface conditions and drawings of physical conditions which are identified in the Supplementary Conditions as . provided in Pari, graph 4 .02 of the General Conditions, and accepts the determination set forth in Paragraph SC 4 . 2 of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which CONTRACTOR is entitled to rely. 7 .3 CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports and studies. (in addition to or to supplement those referred to in Paragraph 7 .2 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as CONTRACTOR considers necessary for the j1 005304 VRB i i withheld retaina a until the final pay request. I i 5 .3 Paragraphs 5 . 1 . 1 and 5 .2 do not apply to construction services work purchased by the County as OWNER which are paid for, in whole or in part, with federal funds and are subject to federal grantor laws d regulations or requirements that are contrary to any provision of the Local Government Prompt Payment Act. In such event, payment and retainage provisions shall be governed by the applicable grant requirements and guidelines . JI 5 .4 ACCEPTANCE AND FINAL PAYMENT: Upon receipt of written notice that the work is ready for final inspection and acceptance, the ENGINEER will promptly make such inspection and when the ENGINEER finds the work acceptable under the terms of the Contract and the Contract fully performed the ENGINEER will promptly issue a final completion certificate stating that the work provided :'or in this Contract has been completed, and acceptance by the OWNER under the terms and the conditions thereof is recommended and the entire balance found to be due the CONTRACTOI+�i, will be paid to the CONTRACTOR by the OWNER following County Commission approval of the final Contract payment. 5 .5 Acce tance of Final PMMent as Release . The acceptance by the CONTRACTOR of final payment shall be and shall operate as a release to the OWNER from all claims and all liability to the CONTRACTOR other than claims in stated amounts as may be specifically excepted by the CONTRACTOR for all things done or furnished in connection with the work under this Contract and for every at and neglect of the OWNER and others relating to or arising out of the work. Any payment, owever, final or otherwise, shall not release the CONTRACTOR or its sureties from any obliga� ions under the Contract Documents or the Payment and Performance Bonds . ARTICLE 6 INTEREST Not Applicable, ARTICLE 7 CONTRACTOR'S REPRESENTATIONS In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations : 7. 1 CONTRACTOR has familiarized itself with the nature and extent of the Contract Documents, work, site, local�ty, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7 .2 CONTRACTO has studied carefully all reports of explorations and tests of subsurface conditions and drawings of physical conditions which are identified in the Supplementary Conditions as . provided in Pari, graph 4 .02 of the General Conditions, and accepts the determination set forth in Paragraph SC 4 . 2 of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which CONTRACTOR is entitled to rely. 7 .3 CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports and studies. (in addition to or to supplement those referred to in Paragraph 7 .2 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as CONTRACTOR considers necessary for the j1 005304 VRB i i performance of furnishing of the work at the Contract Price, within the Contract Time and in accordance wit the other terms and conditions of the Contract Documents, including specifically the provisions bf Paragraph 4 . 02 of the General Conditions; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or will be required by CONTRACTOR for such purposes . 7 .4 CONTRACTOR has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing underground facilities at or contiguous to the site and assumes responsibility for the accurate location of said underground facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said I underground facilities are or will be required by CONTRACTOR in order to perform and fu nish the work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of P agraph 4.04 of the General Conditions. i 7 . 5 CONTRACTOR has correlated the results of all such observations, examinations, investigations, explorations, teslts, reports and studies with the terms and conditions of the Contract Documents, 7 . 6 CONTRACTOR has given ENGINEER written notice of all conflicts, errors or discrepancies that he has discover;d in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to C?NTRACTOR. ARTICLE 8 CONTRA! CT DOCUMENTS . The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the work consist of the following: 8 . 1 This Agreement (Section 00530). 8 .2 Public Construc ion Bond (Section 00610). 8 .3 Notice of Award and Notice to Proceed (examples in Section 00800). 8 .4 General Conditiipns (Section 00700) . 8 .5 Supplementary Conditions (Section 00800). 8 .6 Specifications bearing the title "INDIAN RIVER COUNTY OSLO CUSTOMER CONVENIENCE CENTER ' as luted in the table of contents hereof. 8 .7 Drawings, inclusive with each sheet bearing the following general title: "INDIAN RIVER COUNTY OSLO CUSTOMER CONVENIENCE CENTER" 8 . 8 Addenda numb4s 1 and 2, inclusive. 8 .9 CONTRACTOR'S Bid (Section 00300) . 8 . 10 Specifications baring the title "Indian River Co= Department of Utility Services Water and Wastewater Utility Standards, September 2011 , or the latest version thereof. 8 . 11 The following; which may be delivered or issued after the effective date . of the Agreement and are not attached hereto: All written amendments and other documents amending, modifying, or supplementing the Contract Documents pursuant to Paragraphs 3 .04 of the General Conditions. There are no Contract Documents other than those listed above in this Article 8 . The Contract Documents may only be amended, 11 dified or supplemented as provided in Paragraphs 3 .04 of the General Conditions. I II I 00530=5 VRB I I performance of furnishing of the work at the Contract Price, within the Contract Time and in accordance wit the other terms and conditions of the Contract Documents, including specifically the provisions bf Paragraph 4 . 02 of the General Conditions; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or will be required by CONTRACTOR for such purposes . 7 .4 CONTRACTOR has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing underground facilities at or contiguous to the site and assumes responsibility for the accurate location of said underground facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said I underground facilities are or will be required by CONTRACTOR in order to perform and fu nish the work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of P agraph 4.04 of the General Conditions. i 7 . 5 CONTRACTOR has correlated the results of all such observations, examinations, investigations, explorations, teslts, reports and studies with the terms and conditions of the Contract Documents, 7 . 6 CONTRACTOR has given ENGINEER written notice of all conflicts, errors or discrepancies that he has discover;d in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to C?NTRACTOR. ARTICLE 8 CONTRA! CT DOCUMENTS . The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the work consist of the following: 8 . 1 This Agreement (Section 00530). 8 .2 Public Construc ion Bond (Section 00610). 8 .3 Notice of Award and Notice to Proceed (examples in Section 00800). 8 .4 General Conditiipns (Section 00700) . 8 .5 Supplementary Conditions (Section 00800). 8 .6 Specifications bearing the title "INDIAN RIVER COUNTY OSLO CUSTOMER CONVENIENCE CENTER ' as luted in the table of contents hereof. 8 .7 Drawings, inclusive with each sheet bearing the following general title: "INDIAN RIVER COUNTY OSLO CUSTOMER CONVENIENCE CENTER" 8 . 8 Addenda numb4s 1 and 2, inclusive. 8 .9 CONTRACTOR'S Bid (Section 00300) . 8 . 10 Specifications baring the title "Indian River Co= Department of Utility Services Water and Wastewater Utility Standards, September 2011 , or the latest version thereof. 8 . 11 The following; which may be delivered or issued after the effective date . of the Agreement and are not attached hereto: All written amendments and other documents amending, modifying, or supplementing the Contract Documents pursuant to Paragraphs 3 .04 of the General Conditions. There are no Contract Documents other than those listed above in this Article 8 . The Contract Documents may only be amended, 11 dified or supplemented as provided in Paragraphs 3 .04 of the General Conditions. I II I 00530=5 VRB I I i ARTICLE 9 MISCELLANEOUS 9 . 1 Terms used in t iis Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions. 9.2 It is agreed that the CONTRACTOR shall not assign, transfer, convey, or otherwise dispose of the contract or its right, title, or interest in or to the same or any part thereof, or allow legal action to be brought in its v4ame for the benefit of others, without previous consent of the OWNER and concurred to by the sureties . Any attempted assignment shall be void and may, at the option of the OWNER be deemed an event of default hereunder. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the OWNER who may be a party hereto. 9 .3 OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives t the other party hereto, its partners, successors, assigns and legal representatives in respect of all coenants, agreements and obligations contained in the Contract Documents. 9.4 The CONTRA OR shall be properly licensed to practice its trade or. trades which are involved in the completion f this Agreement and the work thereunder. 9. 5. This Agreemeni shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by eithe} party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Soiithern District of Florida. 9.6 CONTRACTOR agrees to defend, hold harmless and indemnify the OWNER, including its commissioners, officers, employees, agents and engineers, from all claims, liabilities, damages, losses and expe7ses, including, but not limited to, reasonable attorney' s fees, to the extent caused by negligence, (recklessness; intentional misconduct, breach of this agreement or breach of applicable law by the CONTRACTOR or persons employed or utilized by the CONTRACTOR in the performance of this Agreement. This provision shall survive the termination or expiration of this Agreement. Indemnification hereunder shall be limited to $ 5 million per occurrence . 9 .7 Pledge of Credit. The CONTRACTOR shall not pledge the OWNER' S credit or make it a guarantor of pa ent or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. The CONTRACTOR further warrants and represents that it has no obligation of indebtedness th t would impair its ability to fulfill the terms of this Agreement: 9 . 8. Counterparts . is Agreement may be executed in one or more counterparts, but all such counterparts, w en duly executed, shall constitute one and the same Agreement. 9 .9 . Public Records . The OWNER and the CONTRACTOR shall comply with the provisions of Chapter 119, Fl rida Statutes (Public Records Law) in connection with this Agreement. ARTICLE 10 DIRECT PURCHASE PROCEDURES , 10 . 1 Administrative idelmes governing the taxability of materials purchased for public works contracts, such the Project under these Contract Documents, are contained in Rule 12A- 1 .094, Florida Adminis ative Code . i 00530-6 VRB i ARTICLE 9 MISCELLANEOUS 9 . 1 Terms used in t iis Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions. 9.2 It is agreed that the CONTRACTOR shall not assign, transfer, convey, or otherwise dispose of the contract or its right, title, or interest in or to the same or any part thereof, or allow legal action to be brought in its v4ame for the benefit of others, without previous consent of the OWNER and concurred to by the sureties . Any attempted assignment shall be void and may, at the option of the OWNER be deemed an event of default hereunder. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the OWNER who may be a party hereto. 9 .3 OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives t the other party hereto, its partners, successors, assigns and legal representatives in respect of all coenants, agreements and obligations contained in the Contract Documents. 9.4 The CONTRA OR shall be properly licensed to practice its trade or. trades which are involved in the completion f this Agreement and the work thereunder. 9. 5. This Agreemeni shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by eithe} party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Soiithern District of Florida. 9.6 CONTRACTOR agrees to defend, hold harmless and indemnify the OWNER, including its commissioners, officers, employees, agents and engineers, from all claims, liabilities, damages, losses and expe7ses, including, but not limited to, reasonable attorney' s fees, to the extent caused by negligence, (recklessness; intentional misconduct, breach of this agreement or breach of applicable law by the CONTRACTOR or persons employed or utilized by the CONTRACTOR in the performance of this Agreement. This provision shall survive the termination or expiration of this Agreement. Indemnification hereunder shall be limited to $ 5 million per occurrence . 9 .7 Pledge of Credit. The CONTRACTOR shall not pledge the OWNER' S credit or make it a guarantor of pa ent or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. The CONTRACTOR further warrants and represents that it has no obligation of indebtedness th t would impair its ability to fulfill the terms of this Agreement: 9 . 8. Counterparts . is Agreement may be executed in one or more counterparts, but all such counterparts, w en duly executed, shall constitute one and the same Agreement. 9 .9 . Public Records . The OWNER and the CONTRACTOR shall comply with the provisions of Chapter 119, Fl rida Statutes (Public Records Law) in connection with this Agreement. ARTICLE 10 DIRECT PURCHASE PROCEDURES , 10 . 1 Administrative idelmes governing the taxability of materials purchased for public works contracts, such the Project under these Contract Documents, are contained in Rule 12A- 1 .094, Florida Adminis ative Code . i 00530-6 VRB i 10.2 The exemption . Florida Statutes Section 212 . 08(6) is a general exemption for sales made directly to the governm t. A determination whether a particular transaction is properly characterized as an exempt sale to governmental entity or a taxable sale to or use by a contractor, shall be based on the substance of a transaction, rather than the form in which the transaction is cast. The determination o whether the substance of a particular transaction is a taxable sale to ' or use by a contractor or exempt direct sale to a governmental .entity, based on all of the facts and circumstances s ounding the transaction as a whole, is ultimately made by the Florida Department of Revenue: 1043 The . conditions that must be met to satisfy the requirements of Rule 12A- 1 .094, Florida Administrative ode, and establish that Indian River County as Owner rather than the Contractor is the purchaser o materials, include: ( 1 ) Direct =Order: Indian River County as Owner must execute the purchase orders for the .tangible per onal property involved in the contract, which must include the County' s consumer's certificate of a �emption number. The Contractor may present the County' s purchase orders to the vendors of the ngible personal property, (2) Passa a of Title. The Indian River County as Owner must acquire title to and assume liabilitmwpw y for the angible personal property at the point in time when it is delivered to the job site up until the time it is incorporated as real property, (3 ) Direct Invoice. Vendors must directly invoice Indian River County as Owner for supplies; 4 Direct Pia ent. Indian River County as Owner must directly a the vendors for the ( ) —� Ym tY Y P Y tangible personal property; and direct purchase cost plus all applicable tax will be deducted from Contractor' s lur ip sum contract amount. (5 ) Assum tion of the Risk of Loss. . Indian River County as Owner must assume all risk of loss or damage for a tangible personal property involved in the contract, as indicated by the County' s acquisition of, o inclusion as the insured party under, insurance on the building materials . 10;4 Indian River County as Owner desires to comply with the Direct Purchase Procedures set forth in this Article 10 for allowable purchases in an amount in excess of $5 ,000 (Five Thousand Dollars). Contractor agrees to coc perate with Owner to enable Owner to comply with the Direct Purchase Procedures set forth in this Article 10 for all such purchases. Whenever the Contract Documents conflict with the direct purchase procedures se forth in this Article 10, this Article 10 shall prevail. Owner and Contractor shall coordinate the builder' s ' sk coverage of each party to comply with the Direct Purchase Procedures set forth herein for such purchase's. 10. 5 Upon delivery f Owner direct purchase materials to the Project site, the Contractor shall, pursuant to the Contract Docuts, inspect, accept delivery of, and store Owner direct purchase materials pending incorporation into the Project. Contractor shall forward proof of delivery acceptance to the Owner' s Project Manager. Notwithstanding the transfer of possession of Owner direct purchase materials to the Contractor, Indian River County as Owner retains title to the Owner direct purchase materials and the transfer of possession shall be dee ed a bailment until the Owner direct purchase materials are incorporated into the Project. 00530=7 VRB i i 10.2 The exemption . Florida Statutes Section 212 . 08(6) is a general exemption for sales made directly to the governm t. A determination whether a particular transaction is properly characterized as an exempt sale to governmental entity or a taxable sale to or use by a contractor, shall be based on the substance of a transaction, rather than the form in which the transaction is cast. The determination o whether the substance of a particular transaction is a taxable sale to ' or use by a contractor or exempt direct sale to a governmental .entity, based on all of the facts and circumstances s ounding the transaction as a whole, is ultimately made by the Florida Department of Revenue: 1043 The . conditions that must be met to satisfy the requirements of Rule 12A- 1 .094, Florida Administrative ode, and establish that Indian River County as Owner rather than the Contractor is the purchaser o materials, include: ( 1 ) Direct =Order: Indian River County as Owner must execute the purchase orders for the .tangible per onal property involved in the contract, which must include the County' s consumer's certificate of a �emption number. The Contractor may present the County' s purchase orders to the vendors of the ngible personal property, (2) Passa a of Title. The Indian River County as Owner must acquire title to and assume liabilitmwpw y for the angible personal property at the point in time when it is delivered to the job site up until the time it is incorporated as real property, (3 ) Direct Invoice. Vendors must directly invoice Indian River County as Owner for supplies; 4 Direct Pia ent. Indian River County as Owner must directly a the vendors for the ( ) —� Ym tY Y P Y tangible personal property; and direct purchase cost plus all applicable tax will be deducted from Contractor' s lur ip sum contract amount. (5 ) Assum tion of the Risk of Loss. . Indian River County as Owner must assume all risk of loss or damage for a tangible personal property involved in the contract, as indicated by the County' s acquisition of, o inclusion as the insured party under, insurance on the building materials . 10;4 Indian River County as Owner desires to comply with the Direct Purchase Procedures set forth in this Article 10 for allowable purchases in an amount in excess of $5 ,000 (Five Thousand Dollars). Contractor agrees to coc perate with Owner to enable Owner to comply with the Direct Purchase Procedures set forth in this Article 10 for all such purchases. Whenever the Contract Documents conflict with the direct purchase procedures se forth in this Article 10, this Article 10 shall prevail. Owner and Contractor shall coordinate the builder' s ' sk coverage of each party to comply with the Direct Purchase Procedures set forth herein for such purchase's. 10. 5 Upon delivery f Owner direct purchase materials to the Project site, the Contractor shall, pursuant to the Contract Docuts, inspect, accept delivery of, and store Owner direct purchase materials pending incorporation into the Project. Contractor shall forward proof of delivery acceptance to the Owner' s Project Manager. Notwithstanding the transfer of possession of Owner direct purchase materials to the Contractor, Indian River County as Owner retains title to the Owner direct purchase materials and the transfer of possession shall be dee ed a bailment until the Owner direct purchase materials are incorporated into the Project. 00530=7 VRB i IN WITNESS WHEREOF, OWNER AND CONTRACTOR have signed this Agreement the day and year first written above . This Agreement will be ffective on October . 23 , 2012 CONTRACTORI +gggqqqqlllYYpYY OWNER pMMiSuYY Indian River County Board of County a:'+J�� G . • ommissioners s q 40 • • B s p �o a By: ; Cha• 10 • • `- •' •,9y . '��� fittest. Jeffery R. Smith, Clerk Attest: i + R COUq••.e•'• t 4 (CORPORATE SEAL) By Deputy Clerk Approved By: • seph A. aird, County Administrator Appro d as to Form and Le iciency: Alan S . Polacicwic4r. Sr. , County Attorney END OF SECTION i 005304 VRB 4. IN WITNESS WHEREOF, OWNER AND CONTRACTOR have signed this Agreement the day and I , year first written above, This Agreement will be effective on October 23rd 12012 CONTRACT OWNER Indian River County Board of County Commissioners By By: c/Ale f *r eo o A4 Mjose5l Fl escher _ ?steffery R. Smith, Clerk Attest (CORPORATE SELAi By Deputy Clerk . " �.•Cp�11MISSj��., pproved By: _ e • y� '� * • ph A. Baird, County Administrator o Appro as to Form and iciency: . ; raj • . � .�, ,. utl° ° Alan S . Pelackwich,' r. , County Attorney WF END OF SECTION 005304 VRB 238 4. IN WITNESS WHEREOF, OWNER AND CONTRACTOR have signed this Agreement the day and I , year first written above, This Agreement will be effective on October 23rd 12012 CONTRACT OWNER Indian River County Board of County Commissioners By By: c/Ale f *r eo o A4 Mjose5l Fl escher _ ?steffery R. Smith, Clerk Attest (CORPORATE SELAi By Deputy Clerk . " �.•Cp�11MISSj��., pproved By: _ e • y� '� * • ph A. Baird, County Administrator o Appro as to Form and iciency: . ; raj • . � .�, ,. utl° ° Alan S . Pelackwich,' r. , County Attorney WF END OF SECTION 005304 VRB 238