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HomeMy WebLinkAbout2018-076AAGREEMENT 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 Johnson - Davis, Inc. (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: The proposed work generally consists of furnishing all labor, materials, tools and equipment required to remove and replace an existing air release valve (ARV), a portion of a 24" diameter force main, and associated appurtenances in Indian River County. The site is located along the west side of US Highway 1 approximately 400 feet south of Schumann Drive. The project will consist of the installation of ductile -iron pipe restraints; the installation of wet taps; the installation of a temporary by-pass forcemain; the installation of line stops; the removal and replacement of an existing ARV and related concrete manhole structure; the removal of a segment of ductile iron forcemain and its replacement with a PVC forcemain, and removal of the temporary by-pass forcemain. 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: Bid Number: Project Address ARTICLE 3 - CONTRACT TIMES 3.01 Time of the Essence US 1- Air Release Valve and 24" Forcemain Replacement 2018047 10595 US Highway 1, Sebastian, FL 32958 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 90th day after the date when the Contract Times commence to run. 3.03 Liquidated Damages Page 1 of 8 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 pay OWNER $450 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 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.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: $124,000.00 Written Amount: One -hundred -twenty-four thousand dollars ARTICLE 5 - 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 ENGINEER in accordance with the provisions of the Local Government Prompt Payment Act, Florida Statutes section 218.70 et. seq. The OWNER shall retain ten percent (10%) of the payment amounts due to the CONTRACTOR until fifty percent (50%) completion of the work. After fifty percent (50%) completion of the work is attained as certified to OWNER by ENGINEER in writing, OWNER shall retain five percent (5%) of the payment amount due to CONTRACTOR until final completion and acceptance of all work to be performed by 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. Page 2 of 8 5.02 Pay Requests. A. Each request for a progress payment shall contain the CONTRACTOR'S certification. All progress payments will be on the basis of progress of the work measured by the schedule of values established, or in the case of unit price work based on the number of units completed. After fifty percent (50%) completion, and pursuant to Florida Statutes section 218.735(8)(d), the CONTRACTOR may submit a pay request to the County as OWNER for up to one half (1/2) of the retainage held by the County as OWNER, and the County as OWNER shall promptly make payment to the CONTRACTOR unless such amounts are the subject of a good faith dispute; the subject of a claim pursuant to Florida Statutes section 255.05(2005); or otherwise the subject of a claim or demand by the County as OWNER or the CONTRACTOR. The CONTRACTOR acknowledges that where such retainage is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers, the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. Pursuant to Florida Statutes section 218.735(8)(c)(2005), CONTRACTOR further acknowledges and agrees that: 1) the County as OWNER shall receive immediate written notice of all decisions made by CONTRACTOR to withhold retainage on any subcontractor at greater than five percent (5%) after fifty percent (50%) completion; and 2) CONTRACTOR will not seek release from the County as OWNER of the withheld retainage until the final pay request. 5.03 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. 5.04 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 Page 3 of 8 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 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. 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. Page 4 of 8 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 (where applicable): 1. This Agreement (pages 1 to 8 inclusive); 2. Notice to Proceed 3. Public Construction Bond (pages_); 4. Certificate of Liability Insurance 5. Invitation to Bid 2018047 6. Addenda (numbers 1 to 2 , inclusive); 7. CONTRACTOR'S Bid Form (pages 26 to 27 of 44, inclusive); S. Bid Bond; 9. Sworn Statement on Trench Safety (pages 28-29 of 44) 10. Drug Free Workplace Form (page 30 of 44) 11. Affidavit of Compliance (page 31 of 44); 12. Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships (pages 32-33 of 44); 13. 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). ARTICLE 9 - MISCELLANEOUS Page 5 of 8 9.01 Terms A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid. 9.02 Assignment of Contract 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 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. 9.03 Successors and Assigns A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect 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 to expressing the intention of the stricken provision. 9.05 Venue A. This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. 9.06 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. Page 6 of 8 (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 180127th Street Vero Beach, FL 32960 C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement. Page 7 of 8 This Agreement will be effective on May 1 , 2018 (the date the Agreement is approved by the Indian River County Board of County Commissioners, which is the Effective Date of the Agreement). OWNER: INDIAN RIVER COUNTY By; By: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: DylgirReingold, County Attorney Jeffrey R. Smith, Clerk of Court and Comptroller Attest: 64 � &AJLJJ Deputy Clerk (SEAL) Designated Representative: Name: John M. Boyer, P.E. Title: Utilities Engineer Address: 180127th Street, Vero Beach, FL 32960 Phone: 772-226-1823 Email: jboyer@ircgov.com Page 8 of 8 CONTRACTOR: �1ioGe.�CSonI - .� 2 ;`rI S' ArJc •��° (Contractor) �',�. , �� (COR 0 TE SEAL) !st alf �r� tai✓ s 4''r�.�i Ems/ , ' ,; Address for giving notices: License No. f'-aC- 011-3ob7 (Where applicable) Agent for service of process: Designated Representative: Name: />, c4f- Title: Address: 1-4Nvn-, "&- Phone: rao Zrlo - lege.- Email: P�/ertiha����w�� . (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) V. 0. CORPORATE RESOLUTION OF JOHNSON-DAVIS INCORPORATED WHEREAS, it is in the best interests of this corporation to enter into a contract with the INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida for Proiect Name: US 1- Air Release Valve and 24" Forcemain Replacement (specify the nature of the contract). NOW THEREFORE, IT IS RESOLVED, that the Vice President, Robert A. Hopler (specify authorized officer; e.g. President, Vice President, Treasurer, followed by printed name of officer) of this corporation is hereby authorized and empowered on behalf of the corporation to enter into a contract with the INDIAN RIVER COUNTY, in consideration of One Hundred Twenty Four Thousand Dollars ($1.24,000.00), upon the terms and conditions contained in the proposed contract, a copy of which is attached hereto as Exhibit A, and made a part hereof. CERTIFICATE OF RESOLUTION I, Christopher Johnson, secretary of JOHNSON-DAVIS INCORPORATED (name. of corporation), a Florida corporation, or a corporation founded in the State of Florida , and authorized by the Secretary of State, State of Florida, to conduct business in the State of Florida, hereby certify that the foregoing is a full, true, and correct copy of the resolution of the Board of Directors of the corporation, duly and regularly passed and adopted at a meeting of the Board duly called and held in all respects as required by law, and by the bylaws of the corporation, on the 7th day of May, 2018, at which meeting a quorum of the Board was present. Executed by me as secretaryof the corporation on this -77 day of Signature of S Christopher Johnson Name of Secretary printed or typed 20