HomeMy WebLinkAbout2018-073BAgreement
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 Summerlin's Marine
Construction (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual
covenants hereinafter set forth, agree as follows:
ARTICLE 1- WORK
CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is
generally described as follows:
Boat Club Island Dock Repair
ARTICLE 2 - THE PROJECT
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: Boat Club Island Dock Repair
RFP Number: 2018037
Project Address: Southern Dock on Spoil Island #25 in the Indian River Lagoon,
approximately 3.5 miles north of the Merrill Barber Bridge (S.R.
60), in Vero Beach, Florida
ARTICLE 3 - CONTRACT TIMES
3.01 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 Agreement.
3.02 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 901h day after the date when the
Contract Times commence to run.
ARTICLE 4 - CONTRACT PRICE
4.01 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 4.01.13, below:
A. For all Work, at the prices stated in CONTRACTOR's Price Proposal Form, attached hereto as an exhibit.
B. THE CONTRACT SUM subject to additions and deductions provided in the Contract Documents:
Page 1 of 9
Numerical Amount: $25,240.00
Written Amount: Twenty-five thousand, two hundred forty dollars
ARTICLE 5 - PAYMENT PROCEDURES
5.01 Method of Payment
Owner shall make only one payment for the entire amount of the contract when the work has been completed.
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.).
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 Work.
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 Request for Proposals 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.
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.
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F. CONTRACTOR is aware of the general nature of work to be performed byOWNER and others at the Site
that relates to the Work as indicated in the Contract Documents.
G. CONTRACTOR has correlated the information known toCONTRACTOR, information and observations
obtained from visits tothe 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 ofall 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
8D1 Contents
A. The Contract Documents consist ofthe following:
(1) This Agreement (pages 1 to 9 inclusive);
(2) Notice tmProceed
(3) [ertificate(s)ofLiability Insurance
(q Request for Proposals 2}1QO37
(5) Addendum 1
(6) CONTRACTOWS submitted Proposal
(O Price Proposal form (pages 11to12ofI5)
(8) Sworn Statement Under Section 1U5.O8, Indian River County Code, onDisclosure ofRelationships (pages
13tu14of26);
(9)The following which may bedelivered urissued onmafter the Effective Date ofthe Agreement and are
not attached hereto:
a) Written Amendments;
b) Work Change Directive
c) [hangeOrder(s).
ARTICLE 9 - MISCELLANEOUS
9.01 Terms
A. Terms used in this Agreement will have the meanings indicated in the Request for Proposals.
9.02 Assignment ofContract
A. No assignment by a party hereto of any rights under or interests in the Agreement will be binding on
another party hereto without the written consent ofthe party sought to* bebound; and, specificallybut
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.
9.03 Successors and Assigns
A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legalto
the other party hereto its partners, successors, assigns, and legal representatives in respect to all
covenants, agreements, and obligations contained in the Contract Documents.
9.04 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
1uexpressing the intention ofthe stricken provision.
9.05 Venue
A. This Agreement shall begoverned bythe laws ofthe State nfFlorida. 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 a federal jurisdiction, in the United States District Court for the Southern
District ofFlorida.
9D6 Public Records Compliance
A. Indian River County is a public agency subject to Chapter 12\ 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.
(J) Upon request from the County's Custodian ofPublic Records, provide the County with acopy of
the requested records or allow the records to be inspected or copied within a reasonable time at a cost
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(3) Ensure that public records that are exempt orconfidential 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, atnocost, 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 119J. 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
Indian River County Office of the County Attorney
180127 mStreet
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement.
ARTICLE 10 — FEDERAL CLAUSES
10.01 OWNER and CONTRACTOR will adhere to the following, as applicable to this work:
A. Equal Employment Opportunity.
During the performance of this contract, the contractor agrees asfollows:
(1) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex or national origin. The contractor will take affirmative action to ensure that
applicants are employed, and that employees are treated during employment without regard to their
race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the
oontractor, state that all qualified,applicants will receive considerations for employment without regard
torace, color, religion, sex, ornational origin.
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(3) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided advising the
said labor union or workers' representatives of the contractor's commitments under this section, and
shall post copies of the notice in conspicuous places available to employees and applicants for
employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and
of the rules, regulations, and relevant orders of the Secretary of Labor.
(5) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto,
and will permit access to his books, records, and accounts by the administering agency and the Secretary
of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or
with. any of the said rules, regulations, or orders, this contract may be canceled, terminated, or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts or federally assisted construction contracts in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation,
or order of the Secretary of Labor, or as otherwise provided by law.
(7) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the
provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by
rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order
11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.
The contractor will take such action with respect to any subcontract or purchase order as the
administering agency may direct as a means of enforcing such provisions, including sanctions for
noncompliance: Provided, however, That in the event a contractor becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by the administering agency
the contractor may request the United States to enter into such litigation to protect the interests of the
United States.
B. Energy Policy and Conservation Act — The Contractor agrees to comply with mandatory standards and
policies relating to energy efficiency which are contained in the state energy conservation plan issued in
compliance with the Energy Policy and Conservation Act.
C. Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such
the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. §
180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or
disqualified (defined at 2 C.F.R. § 180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and
must include a requirement to comply with these regulations in any lower tier covered transaction it
enters into.
(3) This certification is a material representation of fact relied upon by Indian River County. If it is later
determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000,
subpart C, in addition to remedies available to OWNER; the Federal Government may pursue available
remedies, including but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2
C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may
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arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
D. Procurement of Recycled/Recovered Materials:
(1) In the performance of this contract, the Contractor shall make maximum use of products containing
recovered materials that are EPA -designated items unless the product cannot be acquired—
(i) Competitively within a timeframe providing for compliance with the contract performance
schedule;
(ii) Meeting contract performance requirements; or
(iii) At a reasonable price.
(2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines we
b site, http://www.epa.gov/cpe/. The list of EPA -designate items is available at
http://www.epa.gov/cpg/products.htm.
Access to Records The following access to records requirements apply to this contract:
(1) The contractor agrees to provide Indian River County, the FEMA Administrator, the Comptroller
General of the United States, or any of their authorized representatives access to any books, documents,
papers, and records of the Contractor which are directly pertinent to this contract for the purposes of
making audits, examinations, excerpts, and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever
or to copy excerpts and transcriptions as reasonably needed.
(3) The contractor agrees to provide the FEMA Administrator or his authorized representatives access to
construction or other work sites pertaining to the work being completed under the contract.
F. DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions of
flags or likenesses of DHS agency officials without specific FEMA pre -approval.
G. Compliance with Federal Law, Regulations, and Executive Orders: This is an acknowledgement that
FEMA financial assistance will be used to fund the contract only. The contractor will comply will all
applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.
H. No Obligation by Federal Government: he Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining
to any matter resulting from the contract.
I. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that
31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's
actions pertaining to this contract.
J. AFFIRMATIVE STEPS: CONTRACTOR shall take the following affirmative steps to ensure minority
business, women's business enterprises and labor surplus area firms are used when possible:
(1) Placing qualified small and minority businesses and women's business enterprises on solicitation
lists.
(2) Ensuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources.
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business enterprises.
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WU Establishing delivery schedules, where the requirement permits, which encourage participation
bysmall and minority businesses, and women's business enterprises.
/5\ Using the services and assistance of the Small Business Administration and the Minority Business
Development Agency of the Department of Commerce.
Article 11: TERMINATION OF CONTRACT
A. The occurrence of any of the following shall constitute a default by CONTRACTOR and shall provide the
OWNER with a right tnterminate this Contract in accordance with this Article, in addition to pursuing
any other remedies which the OWNER may have under this Contract or under law:
(1) if in the OVVNER's opinion CONTRACTOR is improperly performing work or violating any
provision(s)ofthe Contract Documents;
(Z) if CONTRACTOR neglects or refuses to correct defective work or replace defective parts or
equipment, asdirected bythe Engineer pursuant toaninspection;
(3) if in the OWNER's opinion CONTRACTOR's work is being unnecessarily delayed and will not be
finished within the prescribed time;
(4) if CONTRACTOR assigns this Contract or any money accruing thereon or approved thereon; or
(5) ifCONTRACTOR abandons the work, isadjudged bankrupt, orifhemakes ageneral assignment
for the benefit of his creditors, or if a trustee or receiver is appointed for CONTRACTOR or for any of his
property.
B. OWNER shall, before terminating the Contract for any ofthe foregoing reasons, notify CONTRACTOR in
writing of the grounds for termination and provide CONTRACTOR with ten (10) calendar days to cure
the default to the reasonable satisfaction of the OWNER.
C. If the CONTRACTOR fails to correct or cure within the time provided in the preceding Sub -Article 8,
OWNER may terminate this Contract by notifying CONTRACTOR in vvhhn0. Upon receiving such
notification, CONTRACTOR shall immediately cease all work hereunder and shall forfeit any further right
to possess oroccupy the site or any materials thereon; provided, however, that the OWNER may
authorize CONTRACTOR torestore any work sites.
D.The CONTRACTOR shall beliable for:
(1)any new cost incurred by the OWNER insoliciting bids orproposals for and letting anew contract;
and
(2) the difference between the cost ofcompleting the new contract and the cost of completing this
Contract;
(3) any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to enforce
its rights herein.
E. TERMINATION FOR CONVENIENCE: OWNER may at any time and for any reason terminate CONTRACTOR's
services and work for OVVNEK'sconvenience. Upon receipt ofnotice ofsuch termination CONTRACTOR
shall, unless the notice directs otherwise, immediately discontinue the work and immediately cease
ordering of any materials, labor, equipment, facilities, or supplies in connection with the performance
ofthis Contract. Upon such termination Contractor shall be entitled to payment only as follows:
(1) the actual cost of the work completed in conformity with this Contract and the specifications;
plus,
(2) such other costs actually incurred by CONTRACTOR as are permitted by the prime contract and
approved bythe OWNER.
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Contractor shall not be entitled to any other claim for compensation or damages against the County in
the event of such termination.
IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate. One counterpart
each has been delivered toOWNER and CONTRACTOR. All portions ofthe Contract Documents have been
signed oridentified byOWNER and CONTRACTOR orontheir behalf.
This Agreement will beeffective un April 17 20y18 (the date the Agreement is approved bmthe Indian River
County Board of County Commissioners, which is the Effective Date of the Agreement).
1170
By: nKz!M:�:A
Jason f. Bro*n, County Administrator
APPROVED AS TOFORM AND SUFFICIENCY:
By: _ 4za��
Dyl4KReingold, County Attorney
Jeffrey R.Smith, Clerk ofCourt and Comptroller
Attest:
Deputy Clerk
.'E_
Designated Representative:
Name: Beth Powell
Title Conservation Lands Manager
Address: 5500 77 1h Street, Vero Beach, FL32967
Phone: (772) 226-1873
Email: bpowell@ircgov.com
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nstmction
(CORPORATE SEAL)
~
Attest Nip
Address for giving notices:
oJ
License No.
(Where applicable)
Agent for service ofprocess: Q—r
Designated Represen�ative:
Phone: q(oq-Uoqc)
(if CONTRACTOR is a corporation or a partnership,
attach evidence ofauthority todgn.)