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30 — DC STANDARD FORM OF AGREEMENT ��
SECTION 005 EJC � .,, �
BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE
US HIGHWAY 1 SOUTH WIDENING UTILITY CONFLICTS FROM OSLO RD. TO COUNTY /
LINE - BID NO . 2014-008 �l
THIS AGREEMENT ("Agreement" or "Contract") , dated the i 2th day of November in
the year 2013 by and between Indian River County, a political subdivision of the State of
Florida (hereinafter called OWNER) and Young 's Communication Co., Inc. (hereinafter
called CONTRACTOR) .
OWNER and CONTRACTOR , in consideration of the mutual covenants hereinafter set forth ,
agree as follows :
ARTICLE 1 WORK
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:
The proposed project will provide for the construction of necessary utility modifications to
existing water mains , sewer mains and non-potable re-use water mains lying within or
adjacent to US 1 , south of Oslo Road to the south Indian River County line , and provide
necessary water main , sewer main and non-potable reuse water main "stub-outs" to
serve future IRCDUS customers. The work is being completed in conjunction with the
FDOT 's proposed US1 (SR5) improvements — which generally can be described as
widening the existing four (4) lane highway to (6) lanes .
The modifications to existing utilities are necessary to avoid conflicts with paving and
drainage improvements to US1 proposed by the Florida Department of Transportation
(FDOT) . The modifications generally consist of removing and replacing portions of the
utility mains with new utility mains that will be deflected below or to the side of the location
of proposed drainage inlets , pipes , or other roadway infrastructure improvements.
The "stub-outs" are necessary to provide accessible locations that are extended outside
of the new roadway improvements proposed on US 1 , making future connections and
extensions of the existing utilities possible with-out damaging the new paved road .
The construction of the utility improvements described above shall also consist of, but
not limited to : resetting of signs , mailboxes , and other existing facilities disturbed during
construction ; utilities exploration ; coordination with any permitting agencies ; trenching ;
clearing and tree removal ; dewatering ; installation of pipe with fittings and all
appurtenances ; valves , fire hydrant assemblies ; wet taps ; restrainers ; air release
valves ; line stops ; soil compaction ; disinfection ; testing ; (including providing temporary
jumper or another approved method for disinfection and flushing) ; road restoration ;
regrading and grassing (sod) ; and traffic control .
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ARTICLE 2 ENGINEER
The project has been designed by Schulke, Bittle & Stoddard , LLC , hereinafter called
ENGINEER , and who is to act as OWNER'S representative, assume all duties and
responsibilities and have the rights and authority assigned to ENGINEER in the Contract
Documents in connection with completion of the work in accordance with the Contract
Documents.
ARTICLE 3 CONTRACT TIME
3 . 1 The CONTRACTOR shall be substantially completed with the following timeframe
(a) Within 10 calendar days from effective date of Notice to Proceed ,
Contractor shall complete the following tasks :
1 . Obtain all necessary permits .
2 . Receive approved shop drawings for all materials and equipment to
be utilized in the job .
3 . Perform all photographic recording and documentation of conditions
prior to construction .
4 . Locate all existing utilities in the area of work.
5 . Submit and secure approval of shop drawings .
6 . Mobilize all labor, equipment , and materials .
7 . Deliver and store all equipment and materials to the job site .
8 . Notify all utilities and other affected parties prior to initiating
construction .
( b) From 16 calendar days to 330 calendar days from the effective date of
Notice to Proceed , the CONTRACTOR shall complete the following tasks :
1 . Install all pipe and appurtenant items .
2 . Perform all testing .
3 . Restore all disturbed areas to their pre-construction
condition .
4 . Correct all deficiencies noted by Engineer.
Completion of all tasks outlined above (i . e . , Subparagraphs a) and b) constitutes
Substantial Completion .
( b) From 330 calendar days to 370 calendar days from the effective date of
Notice to Proceed , the CONTRACTOR shall complete the following tasks :
1 . Clean up project area .
2 . Remove all equipment and material from project site .
3 . Perform contract closeout procedures .
3 . 2 Completion of all tasks outlined above (i . e . , Subparagraphs a , b , and c)
constitute Final Completion .
3 . 3 Liquidated Damages . OWNER and CONTRACTOR recognize that time is of the
essence of this Agreement and that OWNER will suffer financial loss if the work is not
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completed within the times specified in Paragraphs 3 . 1 and 3 . 2 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
proceeding the actual loss suffered by OWNER if the work is not completed on time .
Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree
that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay
OWNER four-hundred and fifty dollars ($450 . 00) for each day that expires alter the
time specified in Paragraph 3 . 1 for Substantial Completion , if CONTRACTOR shall
neglect, refuse or fail to complete the remaining work within the Contract Time or any
proper extension thereof granted by OWNER , CONTRACTOR shall pay OWNER four-
hundred and fifty dollars ($450 . 00) for each day that expires after the time specified in
Paragraph 3 .2 for completion and readiness for final payment.
3. 3 . 1 The CONTRACTOR and OWNER agree that OWNER is authorized to
deduct all or any portion of the above-stated liquidated damages due to
the Owner from payments due to the Contractor; or, in the alternative, all
or any portion of the above-stated liquidated damages may be collected
from the Contractor or its Surety or Sureties . These provisions for
liquidated damages shall not prevent the OWNER , in case of the
CONTRACTOR's default, from terminating the Contractor's right to
proceed as provided in this AGREEMENT .
3 . 3 . 2 In addition to the above-stated liquidated damages, the CONTRACTOR
shall be responsible for reimbursing OWNER for the cost of third party
consultants in administering the Project beyond the Substantial
Completion date specified in this Agreement, or beyond an approved
extension of time granted to CONTRACTOR , whichever date is later.
ARTICLE 4 CONTRACT PRICE
4 . 1 OWNER shall pay CONTRACTOR for completion of the work in accordance with the
Contract Documents in current funds in the amount of $8929365. 10.
ARTICLE 5 PAYMENT PROCEDURES
CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the
General Conditions . Applications for Payment will be processed by ENGINEER as provided in
the General Conditions and the Contract Documents .
5 . 1 Progress Payments . The OWNER shall make progress payments to the
CONTRACTOR on the basis of the approved partial payment request as
recommended by ENGINEER in accordance with the provisions of the 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 the 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 of all work to be performed by
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CONTRACTOR under the Contract Documents. Pursuant to Florida Statutes section
218 .735(8)(b) , fifty percent (50%) completion means the point at which the County as
OWNER has expended fifty percent (50%) of the total cost of the construction services
work purchased under the Contract Documents , together with all costs associated with
existing change orders and other additions or modifications to the construction services
work provided 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 CONTRACTOR's certification . All progress payments will be on the
basis of progress of the work measured by the schedule of values established , or in
the case of unit price work based on the number of units completed . After fifty percent
(50%) completion , and pursuant to Florida Statutes section 218. 735(8)(d) , the
CONTRACTOR may submit a pay request to the County as OWNER for up to one half
( 1 /2) of the retainage held by the County as OWNER , and the County as OWNER
shall promptly make payment to the CONTRACTOR unless such amounts are the
subject of a good faith dispute; the subject of a claim pursuant to Florida Statutes
section 255 . 05(2005) ; or otherwise the subject of a claim or demand by the County as
OWNER or the CONTRACTOR . The CONTRACTOR 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 such
retainage to those subcontractors and suppliers . Pursuant to Florida Statutes section
218 .735(8)(c)(2005) , CONTRACTOR further acknowledges and agrees that: 1 ) the
County as OWNER shall receive immediate written notice of all decisions made by
CONTRACTOR to withhold retainage 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 withheld retainage until the final pay request.
5 . 3 Paragraphs 5 . 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 and 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 .
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 for 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
CONTRACTOR , will be paid to the CONTRACTOR by the OWNER following
County Commission approval of the final Contract payment.
5 . 5 Acceptance of Final Payment 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 act and neglect of the
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OWNER and others relating to or arising out of the work. Any payment, however,
final or otherwise , shall not release the CONTRACTOR or its sureties from any
obligations 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, locality, and all local conditions and laws and regulations that in
any manner may affect cost, progress, performance or furnishing of the work.
7 . 2 CONTRACTOR 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 Paragraph 4 . 02 of the General Conditions ,
and accepts the determination set forth in Paragraph SC4 . 02 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 performance of
furnishing of 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 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 underground facilities
are or will be required by CONTRACTOR in order to perform and furnish 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
Paragraph 4 . 04 of the General Conditions.
7 . 5 CONTRACTOR has correlated the results of all such observations, examinations ,
investigations, explorations , tests , reports and studies with the terms and conditions of
the Contract Documents.
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7 .6 CONTRACTOR has given ENGINEER written notice of all conflicts , errors or
discrepancies that he has discovered in the Contract Documents and the written
resolution thereof by ENGINEER is acceptable to CONTRACTOR .
ARTICLE 8 CONTRACT 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 Construction Bond (Section 00610) .
8 .3 Notice of Award and Notice to Proceed (examples in Section 00800) .
8 .4 General Conditions (Section 00700) .
8 . 5 Supplementary Conditions (Section 00800) .
8 .6 Specifications bearing the title " US Highway 1 Widening Utility Conflicts - US 1
from Oslo Road to County Line Project No . UCP 40961 Bid No . 2014008" as
listed in the table of contents hereof.
8.7 Drawings, inclusive with each sheet bearing the following general title " US Highway 1
Widening Utility Conflicts - US 1 from Oslo Road to County Line Project No .
UCP 4096 Indian River County Department of Utility Services"
8 . 8 Addenda numbers to , inclusive .
8 . 9 CONTRACTOR'S Bid (Section 00300) .
8 . 10 Specifications bearing the title " IRCDUS 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 , modified or supplemented as provided in Paragraphs 3 . 04
of the General Conditions .
ARTICLE 9 MISCELLANEOUS
9 . 1 Terms used in this 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 name 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 to the other party hereto, its partners, successors , assigns and
legal representatives in respect of all covenants , agreements and obligations
contained in the Contract Documents.
00530-6
9.4 The CONTRACTOR shall be properly licensed to practice its trade or trades which are
involved in the completion of this Agreement and the work thereunder.
9 . 5 This Agreement shall be governed by the laws of the State of Florida . Venue for any
lawsuit brought by either party against the other party or otherwise arising out of this
agreement shall be in Indian River County, Florida, or, in the event of federal
jurisdiction , in the United States District Court for the Southern District of Florida.
9 .6 CONTRACTOR agrees to indemnify and hold harmless the OWNER , together with
its agents , engineers , employees, elected officers and representatives , from
liabilities , damages , losses , and costs , including but not limited to , reasonable
attorney' s fees , to the extent caused by the negligence , recklessness or intentional
wrongful misconduct of the CONTRACTOR and persons employed or utilized by
the CONTRACTOR in the performance of the work under this Agreement . This
indemnification and hold harmless provision shall survive the termination or
expiration of this Agreement . The indemnification is 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 payment 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 that would impair its ability
to fulfill the terms of this Agreement.
9 . 8 . Counterparts . This Agreement may be executed in one or more counterparts , but
all such counterparts , when 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 , Florida Statutes (Public Records Law) in connection with
this Agreement . Additionally , CONTRACTOR shall :
(a) Keep and maintain public records that ordinarily and necessarily would
be required by the public agency in order to perform the service .
(b) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a
cost that does not exceed the cost provided in this chapter or as
otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except
as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no
cost, to the public agency all public records in possession of the
contractor upon termination of the contract and destroy any duplicate
public records that are exempt or confidential and exempt from public
records disclosure requirements . All records stored electronically must
be provided to the public agency in a format that is compatible with
the information technology systems of the public agency .
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RATE SEAL)
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Address for giving notices
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* END OF SECTION*
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IN WITNESS WHEREOF , OWNER AND CONTRACTOR have signed this Agreement the
day and year first written above .
OWNER
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Indian River Countyo
Board of County Commissionersbt
By:
Jq#oh It Flesc er, Chairman •. ;k
BCC Approved : 11 -12- 13
Attest: Jeffrey R. Smith, Clerk of the ircuit Court and Comptroller
By:
Depu Clerk
AP roved By:
7 .1 ngo)
oseph . Baird, County A ministrator
Approved as to Form and Legal Sufficiency:
Dylan Reingold , County Attorney
Address for giving notices
1801 27th Street
Vero Beach , Florida 32960
C NTRACTOR
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