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HomeMy WebLinkAbout2014-123CONTINUING CONTRACT AGREEMENT BETWEEN OWNER AND CONTRACTOR CONSTRUCTION OF WATER, SEWER AND RECLAIMED WATER LINE REPLACEMENTS/EXTENSIONS AND MISCELLANEOUS ANNUAL REQUIREMENTS LABOR CONTRACT INDIAN RIVER COUNTY BID N0. 2015001 UTILITIES PROJECT NO. UCP#4103 THIS CONTINUING CONTRACT AGREEMENT for UTILITIES LABOR AND CONSTRUCTION ("Agreement or "Master Agreement"), entered into as of this day of , 2014 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, ("COUNTY"), and ("CONTRACTOR"). BACKGROUND RECITALS: A. Through the competitive bid process, the COUNTY has selected CONTRACTOR to provide certain labor services relating to utilities installation and repair ("Services") as more fully set forth in Exhibit 1 (Contractor's Bid Form) attached to this Agreement and made a part hereof by this reference in connection with various utility installations and repairs to COUNTY owned and operated facilities ("Project"). B. As part of the competitive bid process, the COUNTY issued an Invitation to Bid (2015001) dated July 14, 2014. C. The proposed work consists of various water transmission and distribution, wastewater collection and reclaimed water transmission system improvements as specified in each of the Owner's individual Work Authorizations issued throughout the life of the Contract. The work may include after hours and emergency work. All material (furnished by COUNTY) and all equipment furnished (by CONTRACTOR) and all work performed (by CONTRACTOR) shall be in strict accordance with the Indian River County Department of Utility Services Water & Wastewater Utility Standards dated March 2014, or latest edition, which may be obtained at no cost online from the Indian River County Utilities Department web site. The work is generally located in Indian River County in the Urban Service Area, although transmission utilities are located outside of this boundary. D. The CONTRACTOR is willing and able to perform the Services for the COUNTY on the terms and conditions set forth below; and E. The COUNTY and the CONTRACTOR wish to enter into this Agreement for the Contractor's Services for the Project. NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 0530-1 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc ATTACHMENT 2 1. GENERAL. 1.1 All construction services provided by the CONTRACTOR for the COUNTY shall be identified in Work Authorizations and performed in a timely, efficient, cost effective manner. Work Authorizations shall include a description of services to be performed; a statement of fees; a schedule of deliverables; proposed schedule for compensation and whether compensation is lump sum maximum amount not to exceed task based, or any combination of the foregoing; a budget establishing the amount of compensation to be paid with sufficient detail so as to identify all of the various elements of costs; and any other additional instructions or provisions relating to the specific Services authorized pursuant to each Work Authorization that does not conflict with the terms of this Agreement. 1.2 Whenever the term "Work Authorization" is used herein, it is intended to mean that formal document that is dated, serially numbered; and executed by both the COUNTY and the CONTRACTOR by which the COUNTY accepts Contractor's proposal for specific services and CONTRACTOR indicates a willingness to perform such specific services for the terms and under the conditions specified in this Agreement. Each Work Authorization must be fully executed by the COUNTY. 1.3 Services related to any individual Work Authorization which would increase, decrease or which are otherwise outside the scope of Services or level of effort contemplated by a Work Authorization shall be Services for which the Contractor must obtain the prior written approval of the COUNTY as provided by this Agreement. All terms for the performance of such Services must be agreed upon in a written document prior to any deviation from the terms of a Work Authorization, and when properly authorized and executed by both the CONTRACTOR and the COUNTY shall become an amendment to the Work Authorization or a new Work Authorization, at the sole option of the COUNTY. 1.4 A Work Authorization shall not give rise to any contractual rights until it meets the foregoing requirements. Each specific Work Authorization, as approved by the COUNTY, shall be an addendum to this Agreement. Nothing contained in any Work Authorization shall conflict with the terms of this Agreement, and the terms of this Agreement shall be deemed to be incorporated in each individual Work Authorization as if fully set forth therein. 1.5 It is the intent of the COUNTY to enter into Agreements with two qualified contractors. Work Authorizations will be issued to Contractors based on the lowest cost, as determined by submitted line item bid and the work required for that specific project. In the event of a tie, the Contractor which submitted the overall lowest total bid price will be issued a Work Authorization. In the event the CONTRACTOR declines a Work Authorization due to workload, the Work Authorization will be offered to the other awarded CONTRACTOR. No representation or guarantee is made by Indian River County as to the minimum or maximum dollar value, volume of work, or type of work, if any, that CONTRACTOR will receive during the term of this Agreement. 0530-2 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc 1.6 The Background Recitals are true and correct and form a material part of this Agreement. 2. COUNTY OBLIGATIONS. 2.1 The COUNTY will provide the CONTRACTOR with a copy of any preliminary data or reports available as required in connection with the work to be performed under this Agreement, together with all available drawings, surveys, right-of- way maps, and other documents in the possession of the COUNTY pertinent to a Project. The CONTRACTOR shall satisfy itself as to accuracy of any data provided. The CONTRACTOR is responsible for bringing to the COUNTY's attention, for the COUNTY's resolution, material inconsistencies or errors in such data that come to the CONTRACTOR's attention. 2.2 The COUNTY shall arrange for access to, and make provisions for the CONTRACTOR to enter upon public and private property (where required) as necessary for the CONTRACTOR to perform its Services, upon the timely written request of CONTRACTOR to COUNTY. 2.3 The COUNTY shall promptly execute all permit applications necessary to the Project. 2.4 The COUNTY shall examine any and all studies, reports, sketches, drawings, specifications, proposals and other documents presented by the CONTRACTOR, and render, in writing, decisions pertaining thereto within a reasonable time. 2.5 Services furnished under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. The CONTRACTOR shall be and shall remain liable in accordance with all applicable laws for all damages to the COUNTY caused by the negligent performance by the CONTRACTOR of any of the Services furnished under this Agreement. 2.6 The'COUNTY reserves the right to appoint one or more Project Managers for the specific Services in connection with any Work Authorization, however there will be only one Project Manager per Work Authorization. The Project Manager shall: (a) act as the COUNTY's agent with respect to the Services rendered hereunder; (b) transmit instructions to and receive information from the CONTRACTOR; (c) communicate the COUNTY's policies and decisions to the CONTRACTOR regarding the Services; and (d) determine, initially, whether the CONTRACTOR is fulfilling its duties, responsibilities, and obligations hereunder. 2.7 The COUNTY shall give prompt written notice to the CONTRACTOR whenever the COUNTY observes or otherwise becomes aware of any development that affects the timing or delivery of the CONTRACTOR's Services. If the CONTRACTOR has been delayed in completing its Services through no fault or negligence of either the CONTRACTOR or any Subcontractor, and, as a result, will be unable to perform fully 0530-3 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc and satisfactorily under the provisions of this Agreement, then the CONTRACTOR shall promptly notify the Project Manager. In the COUNTY's sole discretion, and upon the submission to the COUNTY of evidence of the causes of the delay, the Work Authorization shall be modified in writing as set forth in this Agreement, subject to the COUNTY'S rights to change, terminate, or stop any or all of the Services at any time in accordance with this Agreement. 2.8 The CONTRACTOR shall not be considered in default for a failure to perform if such failure arises out of causes reasonably beyond the CONTRACTOR's control and through no fault or negligence of the CONTRACTOR. The parties acknowledge that adverse weather conditions, acts of God, or other unforeseen circumstances of a similar nature, may necessitate modifications to this Agreement. If such conditions and circumstances do in fact occur, then the COUNTY and CONTRACTOR shall mutually agree, in writing, to the modifications to be made to this Agreement. 3. RESPONSIBILITIES OF THE CONTRACTOR. 3.1 The CONTRACTOR agrees to perform all necessary utilities labor and construction services in connection with the assigned Project(s) as set forth in the Work Authorizations and in this Agreement. 3.2 The CONTRACTOR will endeavor not to duplicate any previous work done on any Project. Before execution of a Work Authorization, the CONTRACTOR shall consult with the COUNTY to clarify and define the COUNTY's requirements for the Project. 3.3 The CONTRACTOR agrees to complete the Project within the time frame specified in the Work Authorization. 3.4 The CONTRACTOR will maintain an adequate staff of qualified personnel. 3.5 The CONTRACTOR will comply with all present and future federal, state, and local laws, rules, regulations, policies, codes, and guidelines applicable to the Services performed under this Agreement. 3.6 The CONTRACTOR, as a part of the consideration hereof, does hereby covenant and agree that: (1) in connection with the furnishing of Services to the COUNTY hereunder, no person shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in regard to the services to be performed by CONTRACTOR under this Agreement on the grounds of such person's race, color, creed, national origin, religion, physical disability, age or sex; and (2) the CONTRACTOR shall comply with all existing requirements concerning discrimination imposed by any and all applicable local, state, and federal rules, regulations, or guidelines, as such rules, regulations, or guidelines may be from time to time amended. 3.7 The CONTRACTOR shall, during the entire term of this Agreement, procure and keep in full force, effect, and good standing any and all necessary licenses, 0530-4 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc registrations, certificates, permits, and any and all other authorizations as are required by local, state, or federal law, in order for the CONTRACTOR to render its Services as described in this Agreement. The CONTRACTOR shall also require all Subcontractors to comply by contract with the provisions of this section. 3.8 The CONTRACTOR will prepare all necessary sketches and completed application forms to accompany the COUNTY's applications for any required federal, state, or local permits. 3.9 The CONTRACTOR will cooperate fully with the COUNTY in order that all work may be properly scheduled and coordinated. 3.10 The CONTRACTOR will cooperate and coordinate with other COUNTY Contractors, as directed by the COUNTY. 3.11 The CONTRACTOR shall report the status of the Services under this Agreement to the COUNTY Project Manager upon request and hold all drawings, calculations and related work open to the inspection of the COUNTY Project Manager or his authorized agent at any time, upon reasonable request. 3.12 All documents, reports, tracings, plans, specifications, field books, survey notes and information, maps, contract documents, and other data developed by the CONTRACTOR for the purpose of this Agreement, are and shall remain the property of the COUNTY. The foregoing items will be created, maintained, updated, and provided in the format specified by the COUNTY. When all work contemplated under this Agreement is complete, all of the above data shall be delivered to the COUNTY Project Manager. 3.13 The CONTRACTOR agrees to maintain complete and accurate books and records ("Books"), in accordance with sound accounting principles and standards for all Services, costs, and expenditures under this Agreement. The Books shall identify the Services rendered during each month of the Agreement and the date and type of each Project -related expense. The COUNTY shall have the right, at any reasonable time and through any of its designated agents or representatives, to inspect and audit the Books for the purpose of verifying the accuracy of any invoice. The CONTRACTOR shall retain the Books, and make them available to the COUNTY as specified above, until the later of three (3) years after the date of termination of this Agreement, or such longer time if required by any federal, state, or other governmental law, regulation, or grant requirement. 3.15 The CONTRACTOR shall not assign or transfer any work under this Agreement without the prior written consent of the COUNTY. When applicable and upon receipt of such consent from the COUNTY, the CONTRACTOR shall cause the names of the firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. 4. TERM OF AGREEMENT. 0530-5 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc 4.1 This Agreement shall remain in effect for a term of two (2) years, unless otherwise sooner terminated as provided herein. The Initial Term may be extended by mutual consent of the parties hereto for a maximum two additional one-year terms. 4.2 The time for completion of each Project shall be defined in the Work Authorization. 5. COMPENSATION. 5.1 Work Authorizations that are less than $100,000.00 may not require a Public Construction Bond; however, pursuant to The Code of Indian River County, Indian River County as Owner shall make only one payment for the entire amount of the related applicable Work Authorization when the terms of the related applicable Work Authorization have been fulfilled. Upon a determination of satisfactory completion, the COUNTY Project Manager will authorize payment to be made. All payments for services shall be made to the CONTRACTOR by the COUNTY in accordance with the Local Government Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida Statutes, et seq.). 6. INSURANCE AND INDEMNIFICATION. 6.1 The CONTRACTOR shall not commence work on this Agreement until it has obtained all insurance required under this Agreement and such insurance has been approved by the COUNTY's Risk Manager. 6.2 CONTRACTOR shall procure and maintain, for the duration of this Agreement, the minimum insurance coverage as set forth herein. The cost of such insurance shall be included in the CONTRACTOR's fee: 6.2.1 Workers' Compensation: To meet statutory limits in compliance with the Workers' Compensation Law of Florida. This policy must include employers' liability with a limit $1,000,000 for each accident, $500,000 disease policy limit and $100,000 disease each employee. Such policy shall include a waiver of subrogation as against Owner on account of injury sustained by an employee(s) of the CONTRACTOR. 6.2.2 General Liability: A per occurrence form policy, including Premise Operations, Independent Contractors, Products and Completed Operations including X, C, U (Explosion, Collapse, Underground) Broad Form Property Damage, Broad Form Property Damage Endorsement, with a combined single limit of not less than $1,000,000 general aggregate to include products/completed operations, personal injury/advertising liability, fire damage /legal liability, and medical payments. Limits can be layered with an Excess Liability Policy (Umbrella). 6.2.3 Business Automobile Liability: Coverage shall include Owned vehicles and Hired/Non-Owned vehicles, for a combined single limit (bodily injury and property damage) of not less than $1,000,000/combined single limit (Bodily Injury/Property Damage); personal injury protection -- statutory limits; $100,000 uninsured/underinsured 0530-6 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc motorist, $100,000/hired/non-owned auto liability. Limits can be layered with Excess Liability Policy (Umbrella). 6.3 Contractor's insurance coverage shall be primary. 6.4 All required insurance policies shall be placed with insurers licensed to do business in Florida and with a Best's rating of A -VII or better. 6.5 The insurance policies procured shall be occurrence forms, not claims made policies with the exception of professional liability. 6.6 A certificate of insurance shall be provided to the COUNTY's Risk Manager for review and approval, ten (10) days prior to commencement of any work under this Agreement. The COUNTY shall be named as an additional insured on all policies except workers' compensation and professional liability. 6.7 The insurance companies selected shall send written verification to the COUNTY's Risk Manager that they will provide 30 days prior written notice to the COUNTY's Risk Manager of its intent to cancel or modify any required policies of insurance. 6.8 CONTRACTOR shall include all Subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each Subcontractor. All coverages for Subcontractors shall be subject to all of the requirements stated herein. 6.9 The COUNTY, by and through its Risk Manager, reserves the right periodically to review any and all policies of insurance and to reasonably adjust the limits of coverage required hereunder, from time to time throughout the term of this Agreement. In such event, the COUNTY shall provide the CONTRACTOR with separate written notice of such adjusted limits and CONTRACTOR shall comply within thirty (30) days of receipt thereof. The failure by CONTRACTOR to provide such additional coverage shall constitute a default by CONTRACTOR and shall be grounds for termination of this Agreement by the COUNTY. 6.10 The CONTRACTOR shall indemnify and hold harmless the COUNTY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, arising out of or related to the negligence, recklessness, or intentionally wrongful conduct of the CONTRACTOR and other persons employed or utilized by the CONTRACTOR in the performance of this Agreement. 7. TERMINATION. 7.1 This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30) days' prior written notice to the CONTRACTOR; or (b) by the CONTRACTOR, for any reason, upon thirty (30) days' prior written notice to the COUNTY; or (c) by the mutual Agreement of the parties; or d) as may otherwise be 0530-7 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc provided below. In the event of the termination of this Agreement, any liability of one party to the other arising out of any Services rendered, or for any act or event occurring prior to the termination, shall not be terminated or released. 7.2 In the event of termination by the COUNTY, the COUNTY's sole obligation to the CONTRACTOR shall be payment for those portions of satisfactorily completed work previously authorized by approved Work Authorization. Such payment shall be determined on the basis of the hours of work performed by the CONTRACTOR, or the percentage of work completed as estimated by the CONTRACTOR and agreed upon by the COUNTY up to the time of termination. In the event of such termination, the COUNTY may, without penalty or other obligation to the CONTRACTOR, elect to employ other persons to perform the same or similar services. 7.3 The obligation to provide services under this Agreement may be terminated by either party upon seven (7) days prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. 7.4 In the event that the CONTRACTOR merges with another company, becomes a subsidiary of, or makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance with its terms. 7.5 In the event of termination of this Agreement, the CONTRACTOR agrees to surrender any and all documents prepared by the CONTRACTOR for the COUNTY in connection with this Agreement. 7.6 The COUNTY may terminate this Agreement for refusal by the CONTRACTOR to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes and made or received by the CONTRACTOR in conjunction with this Agreement. 7.7 The COUNTY may terminate this Agreement in whole or in part if the CONTRACTOR submits a false invoice to the COUNTY. 8. MISCELLANOUS PROVISIONS. 8.1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the CONTRACTOR or employees or Subcontractors of the Contractor are in no way to be considered employees of the COUNTY, but are independent contractors performing solely under the terms of the Agreement and not otherwise. 8.2 Invitation to Bid. IT is specifically understood and acknowledged by the parties hereto that all of the requirements set forth in the Invitation to Bid dated July 14, 2014 (including addenda —through _) shall be incorporated herein. 8.3 Merger; Modification. Except as set forth in Section 8.2 above, this Agreement incorporates and includes all prior and contemporaneous negotiations, 0530-8 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of the Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements, whether oral or written. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by the CONTRACTOR and the COUNTY. 8.4 Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed according to 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. 8.5 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law or in equity. Each right, power and remedy of the parties provided for in this Agreement shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise. The failure of either party to insist upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right to so in the event of a continuing or subsequent delinquency or default. A party's waver of one or more defaults does not constitute a waver of any other delinquency or default. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs. 8.6 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 8.7 Availability of Funds. The obligations of the COUNTY under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County. 8.8 No Pledge of Credit. The CONTRACTOR shall not pledge the COUNTY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. 8.9 Public Records. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall: 0530-9 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc 8.9.1 Keep and maintain public records that ordinarily and necessarily would be required by the COUNTY in order to perform the service. 8.9.2 Provide the public with access to public records on the same terms and conditions that the COUNTY would provide the records and at a cost that does not exceed the cost provided in chapter 119 or as otherwise provided by law. 8.9.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 8.9.4 Meet all requirements for retaining public records and transfer, at no cost, to the COUNTY all public records in possession of the CONTRACTOR upon termination of the Agreement 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 COUNTY in a format that is compatible with the information technology systems of the COUNTY. 8.9.5 Failure of the CONTRACTR to comply with these requirements shall be a material breach of this Agreement. The CONTRACTOR shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law) in connection with this Agreement. 8.10 Notices: Any notice, request, demand, consent, approval, or other communication required or permitted by this Agreement shall be given or made in writing and shall be served, as elected by the party giving such notice, by any of the following methods: (a) Hand delivery to the other party; (b) Delivery by commercial overnight courier service; or (c) Mailed by registered or certified mail (postage prepaid), return receipt requested at the addresses of the parties shown below: County: Indian River County Attn: Gordon Sparks, P.E. 1801 27th Street Vero Beach, FL 32960-3365 Facsimile: (772) 770-5143 Contractor: Notices shall be effective when received at the address as specified above. Facsimile transmission is acceptable notice effective when received, provided, however, that facsimile transmissions received (i.e., printed) after 5:00 p.m. or on weekends or holidays, will be deemed received on the next day that is not a weekend day or a holiday. The original of the notice must additionally be mailed. Either party may change 0530-10 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc its address, for the purposes of this section, by written notice to the other party given in accordance with the provisions of this section. 8.11 Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to be performed by CONTRACTOR shall survive the termination or expiration of this Agreement. 8.12 Construction. The headings of the sections of this Agreement are for the purpose of convenience only, and shall not be deemed to expand, limit, or modify the provisions contained in such Sections. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may require. The parties hereby acknowledge and agree that each was properly represented by counsel and this Agreement was negotiated and drafted at arm's-length so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsperson shall be inapplicable to this Agreement 8.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy and all of which shall constitute but one and the same instrument. 8.14 Sovereign Immunity. Nothing in this Agreement is intended to, or shall be interpreted to, constitute a waiver or limitation of the COUNTY's sovereign immunity. 0530-11 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. Contractor: (insert name) By Printed name: Title: Date •9/LFRCOUN���• INDIAN RIVER COUNTY By its Board of County Commissioners By Peter D. O'Bryan, Chair marV Date Approved by BCC 09-09-14 Attest: Jeffrey R. Smith, Clerk of the Circuit Court and Comptroller B.� Y eputy Clerk oved: ph A. aird Administrator Aoroved as to form and legal sufficienc* Dylan Reingold County Attorney 0530-12 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc Exhibit 1 Contractor's Submitted Bid Form 0530-13 F:\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc CONTINUING CONTRACT AGREEMENT BETWEEN OWNER AND CONTRACTOR CONSTRUCTION OF WATER, SEWER AND RECLAIMED WATER LINE REPLACEMENTS/EXTENSIONS AND MISCELLANEOUS ANNUAL REQUIREMENTS LABOR CONTRACT INDIAN RIVER COUNTY BID N0. 2015001 UTILITIES PROJECT NO. UCP#4103 THIS CONTINUING CONTRACT AGREEMENT for UTILITIES LABOR AND CONSTRUCTION ("Agreement or "Master Agreement"), entered into as of this 9th day of September, 2014 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, ("COUNTY"), and _Melvin Bush Construction, Inc., ("CONTRACTOR"). BACKGROUND RECITALS: A. Through the competitive bid process, the COUNTY has selected CONTRACTOR to provide certain labor services relating to utilities installation and repair ("Services") as more fully set forth in Exhibit 1 (Contractor's Bid Form) attached to this Agreement and made a part hereof by this reference in connection with various utility installations and repairs to COUNTY owned and operated facilities ("Project"). B. As part of the competitive bid process, the COUNTY issued an Invitation to Bid (2015001) dated July 14, 2014. C. The proposed work consists of various water transmission and distribution, wastewater collection and reclaimed water transmission system improvements as specified in each of the Owner's individual Work Authorizations issued throughout the life of the Contract. The work may include after hours and emergency work. All material (furnished by COUNTY) and all equipment furnished (by CONTRACTOR) and all work performed (by CONTRACTOR) shall be in strict accordance with the Indian River County Department of Utility Services Water & Wastewater Utility Standards dated March 2014, or latest edition, which may be obtained at no cost online from the Indian River County Utilities Department web site. The work is generally located in Indian River County in the Urban Service Area, although transmission utilities are located outside of this boundary. D. The CONTRACTOR is willing and able to perform the Services for the COUNTY on the terms and conditions set forth below; and E. The COUNTY and the CONTRACTOR wish to enter into this Agreement for the Contractor's Services for the Project. NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 0530-1 F•\Utilities\UTILITY - Engineering\Projects - Utility Construction Permits\IRC - LABOR CONTRACT REVISED FOR 2014\00530 General Agreement.doc 1. GENERAL. 1.1 All professional services provided by the CONTRACTOR for the COUNTY shall be identified in Work Authorizations and performed in a timely, efficient, cost effective manner. Work Authorizations shall include a description of services to be performed; a statement of fees; a schedule of deliverables; proposed schedule for compensation and whether compensation is lump sum maximum amount not to exceed task based, or any combination of the foregoing; a budget establishing the amount of compensation to be paid with sufficient detail so as to identify all of the various elements of costs; and any other additional instructions or provisions relating to the specific Services authorized pursuant to each Work Authorization that does not conflict with the terms of this Agreement. 1.2 Whenever the term "Work Authorization" is used herein, it is intended to mean that formal document that is dated; serially numbered; and executed by both the COUNTY and the CONTRACTOR by which the COUNTY accepts Contractor's proposal for specific services and CONTRACTOR indicates a willingness to perform such specific services for the terms and under the conditions specified in this Agreement. Each Work Authorization must be fully executed by the COUNTY. 1.3 Services related to any individual Work Authorization which would increase, decrease or which are otherwise outside the scope of Services or level of effort contemplated by a Work Authorization shall be Services for which the Contractor must obtain the prior written approval of the COUNTY as provided by this Agreement. All terms for the performance of such Services must be agreed upon in a written document prior to any deviation from the terms of a Work Authorization, and when properly authorized and executed by both the CONTRACTOR and the COUNTY shall become an amendment to the Work Authorization or a new Work Authorization, at the sole option of the COUNTY. 1.4 A Work Authorization shall not give rise to any contractual rights until it meets the foregoing requirements. Each specific Work Authorization, as approved by the COUNTY, shall be an addendum to this Agreement. Nothing contained in any Work Authorization shall conflict with the terms of this Agreement, and the terms of this Agreement shall be deemed to be incorporated in each individual Work Authorization as if fully set forth therein. 1.5 It is the intent of the COUNTY to enter into Agreements with two qualified contractors. Work Authorizations will be issued to Contractors based on the lowest cost, as determined by submitted line item bid and the work required for that specific project. In the event of a tie, the Contractor which submitted the overall lowest total bid price will be issued a Work Authorization. In the event the CONTRACTOR declines a Work Authorization due to workload, the Work Authorization will be offered to the other awarded CONTRACTOR. No representation or guarantee is made by Indian River County as to the minimum or maximum dollar value, volume of work, or type of work, if any, that CONTRACTOR will receive during the term of this Agreement. 0530-2 B-\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc 1.6 The Background Recitals are true and correct and form a material part of this Agreement. 2. COUNTY OBLIGATIONS. 2.1 The COUNTY will provide the CONTRACTOR with a copy of any preliminary data or reports available as required in connection with the work to be performed under this Agreement, together with all available drawings, surveys, right-of- way maps, and other documents in the possession of the COUNTY pertinent to a Project. The CONTRACTOR shall satisfy itself as to accuracy of any data provided. The CONTRACTOR is responsible for bringing to the COUNTY's attention, for the COUNTY's resolution, material inconsistencies or errors in such data that come to the CONTRACTOR's attention. 2.2 The COUNTY shall arrange for access to, and make provisions for the CONTRACTOR to enter upon public and private property (where required) as necessary for the CONTRACTOR to perform its Services, upon the timely written request of CONTRACTOR to COUNTY. 2.3 The COUNTY shall promptly execute all permit applications necessary to the Project. 2.4 The COUNTY shall examine any and all studies, reports, sketches, drawings, specifications, proposals and other documents presented by the CONTRACTOR, and render, in writing, decisions pertaining thereto within a reasonable time. 2.5 Services furnished under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. The CONTRACTOR shall be and shall remain liable in accordance with all applicable laws for all damages to the COUNTY caused by the negligent performance by the CONTRACTOR of any of the Services furnished under this Agreement. 2.6 The COUNTY reserves the right to appoint one or more Project Managers for the specific Services in connection with any Work Authorization, however there will be only one Project Manager per Work Authorization. The Project Manager shall: (a) act as the COUNTY's agent with respect to the Services rendered hereunder; (b) transmit instructions to and receive information from the CONTRACTOR; (c) communicate the COUNTY's policies and decisions to the CONTRACTOR regarding the Services; and (d) determine, initially, whether the CONTRACTOR is fulfilling its duties, responsibilities, and obligations hereunder. 2.7 The COUNTY shall give prompt written notice to the CONTRACTOR whenever the COUNTY observes or otherwise becomes aware of any development that affects the timing or delivery of the CONTRACTOR's Services. If the CONTRACTOR has been delayed in completing its Services through no fault or negligence of either the CONTRACTOR or any Subcontractor, and, as a result, will be unable to perform fully 0530-3 B•\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc and satisfactorily under the provisions of this Agreement, then the CONTRACTOR shall promptly notify the Project Manager. In the COUNTY's sole discretion, and upon the submission to the COUNTY of evidence of the causes of the delay, the Work Authorization shall be modified in writing as set forth in this Agreement, subject to the COUNTY'S rights to change, terminate, or stop any or all of the Services at any time in accordance with this Agreement. 2.8 The CONTRACTOR shall not be considered in default for a failure to perform if such failure arises out of causes reasonably beyond the CONTRACTOR's control and through no fault or negligence of the CONTRACTOR. The parties acknowledge that adverse weather conditions, acts of God, or other unforeseen circumstances of a similar nature, may necessitate modifications to this Agreement. If such conditions and circumstances do in fact occur, then the COUNTY and CONTRACTOR shall mutually agree, in writing, to the modifications to be made to this Agreement. 3. RESPONSIBILITIES OF THE CONTRACTOR. 3.1 The CONTRACTOR agrees to perform all necessary utilities labor and construction services in connection with the assigned Project(s) as set forth in the Work Authorizations and in this Agreement. 3.2 The CONTRACTOR will endeavor not to duplicate any previous work done on any Project. Before execution of a Work Authorization, the CONTRACTOR shall consult with the COUNTY to clarify and define the COUNTY's requirements for the Project. 3.3 The CONTRACTOR agrees to complete the Project within the time frame specified in the Work Authorization. 3.4 The CONTRACTOR will maintain an adequate staff of qualified personnel. 3.5 The CONTRACTOR will comply with all present and future federal, state, and local laws, rules, regulations, policies, codes, and guidelines applicable to the Services performed under this Agreement. 3.6 The CONTRACTOR, as a part of the consideration hereof, does hereby covenant and agree that: (1) in connection with the furnishing of Services to the COUNTY hereunder, no person shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in regard to the services to be performed by CONTRACTOR under this Agreement on the grounds of such person's race, color, creed, national origin, religion, physical disability, age or sex; and (2) the CONTRACTOR shall comply with all existing requirements concerning discrimination imposed by any and all applicable local, state, and federal rules, regulations, or guidelines, as such rules, regulations, or guidelines may be from time to time amended. 3.7 The CONTRACTOR shall, during the entire term of this Agreement, procure and keep in full force, effect, and good standing any and all necessary licenses, 0530-4 B•\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc registrations, certificates, permits, and any and all other authorizations as are required by local, state, or federal law, in order for the CONTRACTOR to render its Services as described in this Agreement. The CONTRACTOR shall also require all Subcontractors to comply by contract with the provisions of this section. 3.8 The CONTRACTOR will prepare all necessary sketches and completed application forms to accompany the COUNTY's applications for any required federal, state, or local permits. 3.9 The CONTRACTOR will cooperate fully with the COUNTY in order that all work may be properly scheduled and coordinated. 3.10 The CONTRACTOR will cooperate and coordinate with other COUNTY Contractors, as directed by the COUNTY. 3.11 The CONTRACTOR shall report the status of the Services under this Agreement to the COUNTY Project Manager upon request and hold all drawings, calculations and related work open to the inspection of the COUNTY Project Manager or his authorized agent at any time, upon reasonable request. 3.12 All documents, reports, tracings, plans, specifications, field books, survey notes and information, maps, contract documents, and other data developed by the CONTRACTOR for the purpose of this Agreement, are and shall remain the property of the COUNTY. The foregoing items will be created, maintained, updated, and provided in the format specified by the COUNTY. When all work contemplated under this Agreement is complete, all of the above data shall be delivered to the COUNTY Project Manager. 3.13 The CONTRACTOR agrees to maintain complete and accurate books and records ("Books"), in accordance with sound accounting principles and standards for all Services, costs, and expenditures under this Agreement. The Books shall identify the Services rendered during each month of the Agreement and the date and type of each Project -related expense. The COUNTY shall have the right, at any reasonable time and through any of its designated agents or representatives, to inspect and audit the Books for the purpose of verifying the accuracy of any invoice. The CONTRACTOR shall retain the Books, and make them available to the COUNTY as specified above, until the later of three (3) years after the date of termination of this Agreement, or such longer time if required by any federal, state, or other governmental law, regulation, or grant requirement. 3.15 The CONTRACTOR shall not assign or transfer any work under this Agreement without the prior written consent of the COUNTY. When applicable and upon receipt of such consent from the COUNTY, the CONTRACTOR shall cause the names of the firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. 0530-5 B-\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc 4. TERM OF AGREEMENT. 4.1 This Agreement shall remain in effect for a term of two (2) years, unless otherwise sooner terminated as provided herein. The Initial Term may be extended by mutual consent of the parties hereto for a maximum two additional one-year terms. 4.2 The time for completion of each Project shall be defined in the Work Authorization. 5. COMPENSATION. 5.1 Work Authorizations that are less than $100,000.00 may not require a Public Construction Bond; however, pursuant to The Code of Indian River County, Indian River County as Owner shall make only one payment for the entire amount of the related applicable Work Authorization when the terms of the related applicable Work Authorization have been fulfilled. Upon a determination of satisfactory completion, the COUNTY Project Manager will authorize payment to be made. All payments for services shall be made to the CONTRACTOR by the COUNTY in accordance with the Local Government Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida Statutes, et seq.). 6. INSURANCE AND INDEMNIFICATION. 6.1 The CONTRACTOR shall not commence work on this Agreement until it has obtained all insurance required under this Agreement and such insurance has been approved by the COUNTY's Risk Manager. 6.2 CONTRACTOR shall procure and maintain, for the duration of this Agreement, the minimum insurance coverage as set forth herein. The cost of such insurance shall be included in the CONTRACTOR's fee: 6.2.1 Workers' Compensation: To meet statutory limits in compliance with the Workers' Compensation Law of Florida. This policy must include employers' liability with a limit $1,000,000 for each accident, $500,000 disease policy limit and $100,000 disease each employee. Such policy shall include a waiver of subrogation as against Owner on account of injury sustained by an employee(s) of the CONTRACTOR. 6.2.2 General Liability: A per occurrence form policy, including Premise Operations, Independent Contractors, Products and Completed Operations including X, C, U (Explosion, Collapse, Underground) Broad Form Property Damage, Broad Form Property Damage Endorsement, with a combined single limit of not less than $1,000,000 general aggregate to include products/completed operations, personal injury/advertising liability, fire damage /legal liability, and medical payments. Limits can be layered with an Excess Liability Policy (Umbrella). 6.2.3 Business Automobile Liability: Coverage shall include Owned vehicles and Hired/Non-Owned vehicles, for a combined single limit (bodily injury and property damage) of not less than $1,000,000/combined single limit (Bodily Injury/Property 0530-6 B:\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc Damage); personal injury protection -- statutory limits; $100,000 uninsured/underinsured motorist; $100,000/hired/non-owned auto liability. Limits can be layered with Excess Liability Policy (Umbrella). 6.3 Contractor's insurance coverage shall be primary. 6.4 All required insurance policies shall be placed with insurers licensed to do business in Florida and with a Best's rating of A -VII or better. 6.5 The insurance policies procured shall be occurrence forms, not claims made policies with the exception of professional liability. 6.6 A certificate of insurance shall be provided to the COUNTY's Risk Manager for review and approval, ten (10) days prior to commencement of any work under this Agreement. The COUNTY shall be named as an additional insured on all policies except workers' compensation and professional liability. 6.7 The insurance companies selected shall send written verification to the COUNTY's Risk Manager that they will provide 30 days prior written notice to the COUNTY's Risk Manager of its intent to cancel or modify any required policies of insurance. 6.8 CONTRACTOR shall include all Subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each Subcontractor. All coverages for Subcontractors shall be subject to all of the requirements stated herein. 6.9 The COUNTY, by and through its Risk Manager, reserves the right periodically to review any and all policies of insurance and to reasonably adjust the limits of coverage required hereunder, from time to time throughout the term of this Agreement. In such event, the COUNTY shall provide the CONTRACTOR with separate written notice of such adjusted limits and CONTRACTOR shall comply within thirty (30) days of receipt thereof. The failure by CONTRACTOR to provide such additional coverage shall constitute a default by CONTRACTOR and shall be grounds for termination of this Agreement by the COUNTY. 6.10 The CONTRACTOR shall indemnify and hold harmless the COUNTY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, arising out of or related to the negligence, recklessness, or intentionally wrongful conduct of the CONTRACTOR and other persons employed or utilized by the CONTRACTOR in the performance of this Agreement. 7. TERMINATION. 7.1 This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30) days' prior written notice to the CONTRACTOR; or (b) by the CONTRACTOR, for any reason, upon thirty (30) days' prior written notice to the 0530-7 B•\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc COUNTY; or (c) by the mutual Agreement of the parties; or d) as may otherwise be provided below. In the event of the termination of this Agreement, any liability of one party to the other arising out of any Services rendered, or for any act or event occurring prior to the termination, shall not be terminated or released. 7.2 In the event of termination by the COUNTY, the COUNTY's sole obligation to the CONTRACTOR shall be payment for those portions of satisfactorily completed work previously authorized by approved Work Authorization. Such payment shall be determined on the basis of the hours of work performed by the CONTRACTOR, or the percentage of work completed as estimated by the CONTRACTOR and agreed upon by the COUNTY up to the time of termination. In the event of such termination, the COUNTY may, without penalty or other obligation to the CONTRACTOR, elect to employ other persons to perform the same or similar services. 7.3 The obligation to provide services under this Agreement may be terminated by either party upon seven (7) days prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. 7.4 In the event that the CONTRACTOR merges with another company, becomes a subsidiary of, or makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance with its terms. 7.5 In the event of termination of this Agreement, the CONTRACTOR agrees to surrender any and all documents prepared by the CONTRACTOR for the COUNTY in connection with this Agreement. 7.6 The COUNTY may terminate this Agreement for refusal by the CONTRACTOR to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes and made or received by the CONTRACTOR in conjunction with this Agreement. 7.7 The COUNTY may terminate this Agreement in whole or in part if the CONTRACTOR submits a false invoice to the COUNTY. 8. MISCELLANOUS PROVISIONS. 8.1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the CONTRACTOR or employees or Subcontractors of the Contractor are in no way to be considered employees of the COUNTY, but are independent contractors performing solely under the terms of the Agreement and not otherwise. 8.2 Invitation to Bid. IT is specifically understood and acknowledged by the parties hereto that all of the requirements set forth in the Invitation to Bid dated July 14, 2014 (including addenda 1 through 1 ) shall be incorporated herein. 0530-8 B-\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc 8.3 Merger; Modification. Except as set forth in Section 8.2 above, this Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of the Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements, whether oral or written. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by the CONTRACTOR and the COUNTY. 8.4 Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed according to 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. 8.5 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law or in equity. Each right, power and remedy of the parties provided for in this Agreement shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise. The failure of either party to insist upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right to so in the event of a continuing or subsequent delinquency or default. A party's waver of one or more defaults does not constitute a waver of any other delinquency or default. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs. 8.6 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 8.7 Availability of Funds. The obligations of the COUNTY under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County. 8.8 No Pledge of Credit. The CONTRACTOR shall not pledge the COUNTY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. 0530-9 B•\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc 8.9� Public Records. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall: 8.9.1 Keep and maintain public records that ordinarily and necessarily would be required by the COUNTY in order to perform the service. 8.9.2 Provide the public with access to public records on the same terms and conditions that the COUNTY would provide the records and at a cost that does not exceed the cost provided in chapter 119 or as otherwise provided by law. 8.9.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 8.9.4 Meet all requirements for retaining public records and transfer, at no cost, to the COUNTY all public records in possession of the CONTRACTOR upon termination of the Agreement 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 COUNTY in a format that is compatible with the information technology systems of the COUNTY. 8.9.5 Failure of the CONTRACTR to comply with these requirements shall be a material breach of this Agreement. The CONTRACTOR shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law) in connection with this Agreement. 8.10 Notices: Any notice, request, demand, consent, approval, or other communication required or permitted by this Agreement shall be given or made in writing and shall be served, as elected by the party giving such notice, by any of the following methods: (a) Hand delivery to the other party; (b) Delivery by commercial overnight courier service; or (c) Mailed by registered or certified mail (postage prepaid), return receipt requested at the addresses of the parties shown below: County: Indian River County Attn: Gordon Sparks, P.E. 1801 27th Street Vero Beach, FL 32960-3365 Facsimile: (772) 770-5143 Contractor: 0530-10 B-\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc Notices shall be effective when received at the address as specified above. Facsimile transmission is acceptable notice effective when received, provided, however, that facsimile transmissions received (i.e., printed) after 5:00 p.m. or on weekends or holidays, will be deemed received on the next day that is not a weekend day or a holiday. The original of the notice must additionally be mailed. Either party may change its address, for the purposes of this section, by written notice to the other party given in accordance with the provisions of this section. 8.11 Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to be performed by CONTRACTOR shall survive the termination or expiration of this Agreement. 8.12 Construction. The headings of the sections of this Agreement are for the purpose of convenience only, and shall not be deemed to expand, limit, or modify the provisions contained in such Sections. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may require. The parties hereby acknowledge and agree that each was properly represented by counsel and this Agreement was negotiated and drafted at arm's-length so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsperson shall be inapplicable to this Agreement 8.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy and all of which shall constitute but one and the same instrument. 8.14 Sovereiqn Immunity. Nothing in this Agreement is intended to, or shall be interpreted to, constitute a waiver or limitation of the COUNTY's sovereign immunity. 0530-11 B-\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. Contractor: (insert name) Melvin Bush Construction, Inc. By �G Printe name: Melvin Bush Title: F---4 .4— Date INDIAN RIVER COUNTY By its Board of County Commissioners S By eter D. O'Bryan, Chairman Date Approved by BCC: 09-09-2014 Attest: Jeffrey R. Smith, Clerk of the Circuit Court and Comptroller By Deputy Clerk Approved: 6 &)'n L aWs�eph ird dunty Administrator Approved as to form and legal sufficiency: 4ffy'lan Reingold County Attorney 0530-12 B•\2014-2015 FY (2015000)\2015001 - Annual Utilities Labor Contract\00530 General Agreement.doc MELVINI OP ID: S9 '4� RSR CERTIFICATE OF LIABILITY INSURANCE DATE71MMIDDNYYY) 09/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown of Florida, Inc. 1201 W Cypress Creek Rd # 130 P.O. BOX 5727 Ft. Lauderdale, FL 33310-5727 CONTACT NAME: to N Ext : 954-776-2222 FAX No): 954-776-4446 E-MAIL ADDRESS: GENERAL LIABILITY Michael Gorham INSURERS AFFORDING COVERAGE NAIC q INSURER A: FCCI Commercial Ins Co 33472 INSURED Melvin Bush Construction, Inc. INSURER B: Bridgefield Employers Ins. Co 10701 Attn: Johanne Bush 2748 SW Casella Street INSURER C: National Trust Insurance Co. 20141 INSURER D: Port St. Lucie, FL 34953 INSURER E: 04/17/2014 INSURER F : DAMAGE TO RENTED PREMISES Ea occurrencel $ 300,000 COVERAGES CERTIFICATE NUMRER- RFVIRION mumRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IXP LTR TYPE OF INSURANCE Building Department POLICY NUMBER MM/DDmYY POLICY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 C X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FKOCCUR GL0011663 04/17/2014 04/17/2015 DAMAGE TO RENTED PREMISES Ea occurrencel $ 300,000 MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,00 POLICYIF X PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,00 Ea accident BODILY INJURY (Per person) $ A X ANY AUTO CA0018245 04/17/2014 04/17/2015 ALL OW NED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ PER ACCIDENT UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNERIEXECUTIVE83026276 OFFICER/MEMBER EXCLUDED? F—] (Mandatory In NH) N / A 01/01/2014 01/01/2015 X WC STATU- OTH- O IMI S R E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYEE $ 1,000,00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate holder is listed as additional insured as respects general liability if required by written contract. Coverage is primary & NOn- Contributory as respects any other insurance. CERTIFICATE HOLDER CANCFI 1 ATION INDIAN1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Indian River Count Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Building Department 1801 27th Street, Bldg A Vero Beach, FL 32960 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. 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