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HomeMy WebLinkAbout2017-016A Agreement THIS AGREEMENT is by and between INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida organized and existing under the Laws of the State of Florida, (hereinafter called OWNER) and Duininck, Inc. (hereinafter called CONTRACTOR) OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth,agree as follows. ARTICLE 1 -WORK 101 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents The Work is generally described as follows Installation of irrigation system improvements at Sandridge Lakes Golf Course ARTICLE 2 -THE PROJECT 201 The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows Project Name Lakes Golf Course Irrigation System Project Bid Number 2017016 Project Address Sandridge Golf Club 5300 73rd Street Vero Beach, FL 32967 ARTICLE 3-CONTRACT TIMES 301 Time of the Essence A. All time limits for Milestones, if any,Substantial Completion,and completion and readiness for final payment as stated in the specifications are of the essence of the Contract 302 Days to Achieve Substantial Completion, Final Completion and Final Payment A. The Work will be completed and ready for final payment on or before the 120th day after the date when the Contract Times commence to run (estimated to begin May 1, 2017) 3.03 liquidated Damages A. CONTRACTOR and OWNER recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph 3 02 above, plus any extensions thereof allowed in writing as a change order to this agreement Liquidated damages will commence for this portion of work. The parties 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 Page 1 of 7 pay OWNER $ 1,148 for each calendar day that expires after the time specified in paragraph 3 02 for completion and readiness for final payment until the Work is completed and ready for final payment ARTICLE 4-CONTRACT PRICE 401 OWNER shall pay CONTRACTOR for completion of the Work an amount in current funds equal to the sum of the amounts determined pursuant to paragraph 4 01.A and summarized in paragraph 4 01.B, below A. For all Work, at the prices stated in CONTRACTOR's Bid, attached hereto as an exhibit B THE CONTRACT SUM subject to additions and deductions provided in the Contract Documents. Numerical Amount- $1,246,000.00 Written Amount: one million, two hundred forty-six thousand dollars ARTICLES -PAYMENT PROCEDURES 5.01 Progress Payments A. The OWNER shall make progress payments to the CONTRACTOR on the basis of the approved partial payment request as recommended by CONSULTANT 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 CONSULTANT 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 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 Bid and Specification 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. 502 Pay Requests A Each request for a progress payment shall contain the CONTRACTOR'S certification All progress payments will be on the bass 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 Page 2 of 7 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 nonce 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 503 Paragraphs 5 01 and 5 02 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 504 Acceptance of Final Payment as Release A. 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 Agreement and for every act and neglect of the 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 this Agreement, the Invitation to Bid or the Public Construction Bond ARTICLE 6-INDEMNIFICATION 6.01 CONTRACTOR shall indemnify and hold harmless the OWNER, and its officers and employees, 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 construction contract. ARTICLE 7-CONTRACTOR'S REPRESENTATIONS 7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations. A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related data identified in the Invitation to Bid documents B CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. Page 3 of 7 D CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions(surface, subsurface, and Underground Facilities)at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR, including applying the specific means, methods, techniques, sequences, and procedures of construction, if any, expressly required by the Contract Documents to be employed by CONTRACTOR, and safety precautions and programs incident thereto. E. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times,and in accordance with the other terms and conditions of the Contract Documents. F CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents G. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents H CONTRACTOR has given OWNER written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by OWNER is acceptable to CONTRACTOR I The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. ARTICLE 8-CONTRACT DOCUMENTS 8.01 Contents A. The Contract Documents consist of the following 1. This Agreement(pages 1 to 7 of 7, inclusive), 2. Notice to Proceed 3. Public Construction Bond (pages_to_, inclusive), 4. Certificate of Liability Insurance 5. Irrigation System Material and Installation Specifications(pages 1 to 44, inclusive) 6. Drawings consisting of a cover sheet and sheets numbered OVR, M1 to M2, ELI, EL2, D1, D2, with each sheet bearing the following general title Sandridge Golf Course-Lakes Course, 7. Addenda (numbers 1 to 3, inclusive), Page 4 of 7 8. CONTRACTOR'S Bid Form (pages 12 to 15 of 32, inclusive), 9 Bid Bond (pages 1 to 5 inclusive), 10 Bidders Questionnaire (page 9 to 11 of 32, inclusive), 11 Affidavit of Compliance (page 17 of 32), 12 Sworn Statement Under the Florida Trench Safety Act (pages 20 to 21 of 32, inclusive), 13 Sworn Statement Under Section 105 08, Indian River County Code, on Disclosure of Relationships (pages 18 to 19 of 32, inclusive), 14 The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: a) Written Amendments, b) Work Change Directives; c) Change Order(s) 15 Contractor's Application for Payment, 16 Contractor's Final Certificate of the Work ARTICLE 9-MISCELLANEOUS 901 Terms A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid. 902 Assignment of Contract A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound, and,specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent(except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment,no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 904 Severability A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR,who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. Page 5 of 7 905 Venue A. This Contract 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 Contract shall be in Indian River County, Florida,or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida 906 Public Records Compliance A. 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. (1) Keep and maintain public records required by the County to perform the service (2) Upon request from the County's Custodian of Public Records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law (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 for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements If the contractor keeps and maintains public records upon completion of the contract,the Contractor shall meet all applicable requirements for retaining public records All records stored electronically must be provided to the County, upon request from the Custodian of Public Records, in a format that is compatible with the information technology systems of the County B. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (772) 226-1424 publicrecords@ircgov.com Indian River County Office of the County Attorney 180127 1h Street Vero Beach, FL 32960 Page 6 of 7 C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate One counterpart each has been delivered to OWNER and CONTRACTOR All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their behalf ,,►►►►►►nun►►►,,,��. This Agreement will be effective on f-ebruAr 7, 2017 (the date the Contract is approv �b Dv�!VZ Indian River County Board of County Commissioners,which is the Effective Date of the Agreement) OWNER: CONTRACTOR: �• v' • INDIAN RIVER COUNTY I I n h_C ��'•s~~••.....•••�•• ��`�� By •'BY Jose h E. Flesch r, Chairman j •'�:*i (Contractor) Uc� I� 01 11C� i*s i � ? s ai (CORPORATE SEAL) By Jason . Bro n, County Administrator �`•.R/�ERCO�N�+•' Attes I�ll��titi� APPROVEDVO FORM AND LE FICIENCY- By. Dy an Reingold, County Attorney Address for giving notices L �JZ C�L ti i it V-61 12- IN ATTEST: Jeffrey R Smith, Clerk of Court and Comptroller / / _ l License No. C C--,C- U 9 BY: [ 1�r� (Where applicable) e ut lerk (SEAL) Agent for service of process. Designated Representative. Name: Bela Nagy Designated Representative Title. Director of Golf Name > ti L 4y L I uec k- Sandridge Golf Club Title: CSh4AC1tt,Y 5300 73rd Street Address Vero Beach, FL 32967 2i�-`J2 C C,_ (772)770-5003 Z)��(`Lt It; tii/\, Facsimile- (772)770-5109 Phone ;)2e; 91& CcC Facsimile jZ( cO& 4457`6 (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign ) Page 7 of 7 r DUININCK INCORPORATED MINUTES OF MEETING OF DIRECTORS OF DUININCK, INC. A special meeting of the Board of Directors of Duininck, Inc. was held on November 15, 2016, pursuant to the call and waiver of notice of special meetings signed by all Directors. There were present the following Directors: Trevor Duininck, Christian Duininck, Kyle Duininck and Jason Duininck. RESOLVED, that any one of the following officers of the Corporation be, and hereby are, authorized to sign on behalf of the Corporation bids, contracts, and other documents: Chris G. Duininck, Vice President and Secretary of the Corporation; Harris Duininck, Vice President of the Corporation; Kristopher Duininck, Vice President of the Corporation; LeRoy Duininck, Vice President of the Corporation, Ryan Duininck, Vice President of the Corporation, Kyle Duininck, Vice President of the Corporation and Treasurer, Judd Duininck, Vice President/Golf Course Operations and Trevor Duininck, President of the Corporation. FURTHER RESOLVED, that this said authorization shall be in effect from the date of the aforesaid meeting and until further action from the Board of Directors. There being no further business to come before the meeting, the same was duly adjourned. zi � ' V ' GpOR,q T� — Trevor Duininck, President MINNESOTA SEAL MNESC�P��`````�. --— Chris G. Duininck, Secretary .,,/UltJtl1INt�����, 408 6' Street, PO Box 208 Prinsburg, MN 56281 (800) 328-8949