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HomeMy WebLinkAbout2019-064FAgreement THIS AGREEMENT is by and between INDIAN RIVER COUNTV, a Political Subdivision of the State of Florida organized and existing unclerthe the Laws of the State of Florida, (hereinafter called OWNER) ancl Summerlin's Marine Construction, LLC (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as foliows: ARTICLE 1 -WORK CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generaily described as follows: Sebastian Harbor Preserve Boardwaik Design and Construction 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: Sebastian Harbor Preserve Boardwalk Design and Construction RFP Number: 2019028 Project Address: 184 Englar Drive, Sebastian, FL 32958 ARTICLE 3 -CONTRACT TIMES 3.01 Time of the Essence A. All time !imits for Milestones,if any, Substantial Completion, and completion and readiness for final payment as stated in the specificationsoreoftheessenueoftheAgraement 3.02 Days to Achieve Substantial Completion, Final Con 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. 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 Price Proposal, attached hereto as an exhibit. B. THE CONTRACT SUM subject to additions and deductions provided in the Contract Documents: Numerical Amount: $ 127'058.50 1 Written Amount: One hundred twenty-seven thousand, fifty-nine dollars and fifty cents 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.). 5.02 Acceptance of Final Payment as Release The acceptance by the CONTRACTOR of final payment shall be and shall operate as a release to the OWNER from all claims and all liability to the CONTRACTOR other than claims in stated amounts as may be specifically excepted by the CONTRACTOR for all things done or furnished in connection with the work under this 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 Request for Proposals 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 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 Proposal 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 2 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 Documentsto 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 arid 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 ofthe Work. ARTICLE 8- CONTRACT DOCLJMENTS 8.01 Contents A. The Contract Documents conslst of the foliowing: (1) This Agreement (pages 1 to 8 inclusuve); (2) Notice to Proceed (3) Public Construction Bond (pages Lto 32 , inclusive); (4) CertdOcate(s)ofLiability Insurance (5) Request for Proposals 2019028 (6) Addenda (numbers 1bo_2 inclusive); (7) CONTRACTOR'S submitted proposal (8) Submitted Sworn Statement Under Section 105.08, lndian River County Code,on Disclosure of Relationships; (9) Submitted Certification Regarding Prohibition AgainsContracting with Scrutinized Companies 3 (10) Submitted Certification Regarding Lobbying (11) The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attachecl hereto: a) Written Amendments; b) Work Change Directives; c) Change Order(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 of Contract A. No assignment by a party hereto of any rights under or interests in the Agreemerit wiU 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. 9l3 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 Coritract Documentsheld 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 CountyFlorida, or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. 4 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. (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. AH 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 1801 27th Street Vero Beach, FL 32960 C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement. Article 10: TERMINATION OF CONTRACT 5 A. The occurrence of any of the following shall constitute a default by CONTRACTOR and shall provide the OWNER with a right to terminate this Contract n accordance with this ArtcIe, in addition to pursuing any other remedies which the OWNER may have under this Contract or under law: (1) if in the OWNER's opinion CONTRACTOR is improperly performing work or violating ariy provision (s) of the Contract Documents; (2) if CONTRACTOR neglects or refuses to correct defective work or replace defective parts or equipment, as directed by the Engineer pursuant to an inspection; (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) if CONTRACTOR abandons the work, is adjudged bankrupt, or if he makes a general 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 of the 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 B, OWNER may terminate this Contract by notifying CONTRACTOR in writing. Upon receiving such notification, CONTRACTOR shall immediately cease all work hereunder and shall forfeit any further right to possess or occupy the site or any materials thereon; provided, however, that the OWNER may authorize CONTRACTOR to restore any work sites. D. The CONTRACTOR shaH be Hable for: (1) any new cost incurred by the OWNER in soliciting bids or proposals for and letting a new contract; and (2) the difference between the cost of completing 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 OWNER's convenience. Upon receipt of notice of such 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 of this Contract. Upon such termination Contractor shall be entitled to payment only as foliows: (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 by the OWNER. Contractor shall not be entitled to ariy other claim for compensation or damages against the County in the event of such termination. F. TERMINIATION IN REGARDS TO F.S. 287.135: CONTRACTOR certifies that it and those related entities of respondent as defined by Florida law are not on the Scrutinized Companies that Boycott 6 Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for goods or services of one million dollars or more, CONTRACTOR certifies that it and those related entities of respondent as defined above by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. OWNER may terminate this Contract if CONTRACTOR is found to have submitted afabe certification as provided under section 287.135(5)Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. OWNER may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. 7 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.: This'Agreement will be effective on . April 16 - ; 2019 (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 ,G�\ Y...i� /, By: By; 411. B ' e ;fes ari, Chairm Jason E :rowr, County. Administrator_ APPROVED AS TO FORM:AND.LEGAL SUFFICIENCY: By: CONTRACTOR:. tOTI rr1: -e ( ntract (CORPORATE SEAL) Attest: kin. Dylan Reing 1 ,County Attorney Address fo.r giving notices: . ,e)© A/oLC, nC Jeffrey R. Smith, Clerk of Court. and: Comptroller. Attest: (SEAL) Deputy Jerk_ Designated: Representative:: Name:... Title: Address:.. Phone. `. Email License No.: :(Where:applicable) Agent for service of process: (.ect (er tSCh'(11E • Designated Representative;. Name:.SOAj.'S \f t .. CAI Title:.. pr(T) ..0 ( a. I .. i'.lVe.AA O-0.)-- : -Qa—:. Address:: P4.:: : p L;. 3q/1i Phone:. -17'1 LU-D1-1''Lt,C3C10: Email:•SlarAill,erf nStrna i"inp,c(5nS+-rLC1'onfi: ,.rn(LLL-. curl (If. CONTRACTOR is a corporation or a .partnership, attach evidence of.authority:to sign:) e c