HomeMy WebLinkAbout2019-207BAgreement
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 TLC Diversified, 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 install new degasifier blowers with FRP composite blades and ductwork
modifications necessary to provide a complete and functional system.
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
Oslo Water Treatment Plant Blower Replacement
2020009
1500 9th Street SW, Vero Beach, FL 32962
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 270th day after
the date when the Contract Times commence to run.
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
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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 4.01.13, 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: $208,100.00
Written Amount: Two -hundred -eight thousand, one hundred 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.
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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,
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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 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 bythe 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.
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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 (where applicable):
1. This Agreement (pages 1 to 9, inclusive);
2. Notice to Proceed;
3. Public Construction Bond (pages _);
4. Certificate(s) of Liability Insurance;
5. Invitation to Bid 2020009;
6. Addenda (numbers 1 through 3, inclusive);
7. CONTRACTOR'S Bid Form (pages 59 to 60);
8. Bid Bond (pages 1 to 2);
9. Sworn Statement on Trench Safety (pages 61 to 62);
10. Drug Free Workplace Form (page 63);
11. Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of
Relationships (pages 64 to 65);
12. Certification Regarding Prohibition Against Contracting with Scrutinized Companies
(page 66);
13. Certification Regarding Lobbying (page 67);
14. Warranty Information Form (page 68);
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15. 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
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.
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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.
(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
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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.
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This Agreement will be effective on December 17 , 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:
By;
ams,
Jason EJBr*n, County Administrator
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY:
By:
Dyl Reingold, County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest:
Deputy Clerk
(SEAL)
Designated Representative:
Name: Arjuna Weragoda, P.E.
Title: Capital Projects Manager
Address: 180127th Street, Vero Beach, FL 32960
Phone: 772-226-1821
Email: aweragoda@ircgov.com
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CONTRACTOR:
TLC Div i ie , Inc.
By:
(Contractor)
JbufsW Lambersonfteloent
nne
Address for giving notices:
TLC Diversified, Inc.
2719 17th Street East
Palmetto, FL 34221
License No. CGC041816 / CUC053963
(Where applicable)
Agent for service of process: N/A
Designated Representative:
Name: Thurston Lamberson
Title: President
Address:
271917th Street East
Palmetto, FL 34221
Phone: (941) 722-0621
Email: tlamberson@ticdiv.com
(If CONTRACTOR is a corporation or a
partnership, attach evidence of authority to sign.)
Corporate Resolution
March 06, 2019
RE: Authority to Sign Legal Documents
TO WHOM IT MAY CONCERN:
TLC Diversified, Inc.
f:ta�!:Gf,u WaIFI I'll,ovir+.,
Environmental Construction
Professionals Serving the Water
& Wastewater Industry
CG C041816
CU C053963
TLC Diversified, Inc., being a legal Corporation organized under the Laws of the State of Florida in
April, 1985, Mr. Thurston Lamberson and Mrs. Joanne R. Lamberson, and having 100% of the
outstanding shares of said Corporation, owned since March of 1989, declares the following as a
matter of record.
Mr. Thurston Lamberson, President, and Mrs. Joanne R. Lamberson, Sr. Vice President, shall have full
power and authority to sign any and all Legal and Binding Documents, and make all commitments of
whatever nature for TLC Diversified, Inc.
Signed t i th day of March, 2019
Thurston Lamberson/President 4danne R. L /rson/Sr. Vice President
Sworn to and subscribed before me, Thurston Lamberson and Joanne R. Lamberson, whom I know,
this 6th day of March, 2019.
kaylNoto ublic
My Commission Expires: March 20, 2020
LINDA KAY h100RE
Notary Public - State of Florida
v;� . Cammission # FF 971805