HomeMy WebLinkAbout2020-157DAgreement
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 XGD Systems, LLC
(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:
Parking and Driveway Access 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:
Bid Number:
Project Address
ARTICLE 3 -CONTRACT TIMES
3.1 Time of the Essence
Oyster Bar Marsh Public Use Improvements
2020013
1955 S Highway AIA, Vero Beach, FL 32960
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.
3.2 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 180th day after the date when
the Contract Times commence to run.
ARTICLE 4 - CONTRACT PRICE
4.1 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 4.1.A and summarized in paragraph 4.1.13, below:
A. For all Work, at the prices stated in CONTRACTOR's Bid, attached hereto as Exhibit 1.
B. THE CONTRACT SUM subject to additions and deductions provided in the Contract Documents:
Numerical Amount: $ 105.558.50
Written Amount: One hundred five thousand, five hundred fifty-eight dollars and fifty cents
ARTICLE 5 - PAYMENT PROCEDURES
5.1 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.
5.2 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.
5.3 Paragraphs 5.1 and 5.2 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.
5.4 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
6.1 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
7.1 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.
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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
8.1 Contents
A. The Contract Documents consist of the following:
(1) This Agreement (pages 1 to 12, inclusive);
(2) Notice to Proceed
(3) Public Construction Bond (pages 54 to 56, inclusive);
(4) Certificate of Liability Insurance
(5) Invitation to Bid 2020013
(6) Addenda (numbers 1 to 4, inclusive);
(7) CONTRACTOR'S Bid Form (pages 36 to 37, inclusive);
(8) Drug Free Workplace Form (pages 38 to 38, inclusive)
(9) Affidavit of Compliance (page 39);
(10)Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships
(pages 40 to 41, inclusive);
(11) Certification Regarding Prohibition Against Contracting with Scrutinized Companies
(12) Certification Regarding Lobbying
(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
9.1 Terms
A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid.
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9.2 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 parry 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.
9.3 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.
9.4 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.
9.5 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.
9.6 Construction Schedule and Weekly Progress Meetings
A. Prior to beginning work, CONTRACTOR shall submit to IRC Parks & Recreation — Conservation staff a
detailed construction schedule, which shall be reviewed and approved by IRC Parks & Recreation —
Conservation staff prior to beginning the work. Once CONTRACTOR has begun the work, CONTRACTOR's
representative shall attend a weekly progress meeting, which may be by phone, video conference or in
person, with and as determined by IRC Parks & Recreation — Conservation staff to discuss the status of
the Work. These weekly meetings shall continue until CONTRACTOR has obtained Substantial Completion
of the Work, or until County Representative, in writing, deems the meetings unnecessary, which ever
occurs first.
9.7 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
5
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
oublicrecordsPirceov.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.
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 to terminate 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 OWNER's opinion CONTRACTOR is improperly performing work or violating any
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.
A
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 shall be liable 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 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 by the OWNER.
Contractor shall not be entitled to any other claim for compensation or damages against the County in the
event of such termination.
F. TERMINATION IN REGARDS TO F.S. 287.135: TERMINATION IN REGARDS TO F.S. 287.135: CONTRACTOR
certifies that it and those related entities of CONTRACTOR as defined by Florida law are not on the
Scrutinized Companies that Boycott 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 CONTRACTOR as defined 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 a false 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.
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.
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This Agreement will be effective on August 18 , 2020 (the date the Agreement is approved by the
Indian River County Board of County Commissioners, which is the Effective Date of the Agreement).
OWNER:
CONTRACTOR:
AN RIVER COUNTYSMISS/0 . XGD Systems, LLC
Yn dams, Ch i i Q; tr ct
•, ,�ER C0� (COR ORATE SEAL
•i
Jason Bro n, County Administrator i �+
Attest
APPROVED AS TO FORM AND LEG FICIENCY:
By:
Dylan R n P<County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
zlk�
Attest:
Deputy Clerk
(SEAL)
Designated Representative:
Name:
Title:
Address:
Phone
Email
0
Address for giving notices:
415 NW Flagler Avenue, Unit 302
Stuart, FL 34994
License No. CGC1526424
(Where applicable)
Agent for service of process:
Designated Representative:
Name: Geoff Corlett
Title: CEO
Address:
415 NW Flagler Avenue, Unit 302
Stuart, FL 34994
Phone: 772 286-3419
Email: admin@xgd.systems
(If CONTRACTOR is a corporation or a partnership,
attach evidence of authority to sign.)
Exhibit 1— Pricing
Indian River County Purchasing Division
1800 2V' Street
Vero Beach, FL 32960
Phone (772) 226-1416
Bid Form Addendum 3
Oyster Bar Marsh Public Use Improvements
:.•
Bid Opening Date and Time:
Bid Opening Location:
The following addenda are hereby acknowledged:
Addendum Number
1
2
3
4
2.020013
M-a-y-24.1u1y 8, 2020 2:00 P.M.
Purchasing Division
1800 271h Street
Vero Beach, FL 32960
Date
Mav 14. 2020
June 3, 2020
June 18, 2020
July 6, 2020
zA: < UGC
In accordance with all terms. conditions. snerifiratinns. and ranuiramantc tho Rirlrior nfforr tho fnlln%n,ina-
Item No.
Description
Unit
Unit Price
Quantity
Total
101-1
Mobilization and Demobilization
LS
$ 7,191.66
1
$ 7,191.66
102-1
Maintenance of Traffic
LS
$ 2,601.50
1
$ 2,601.50
104-1
Erosion & Water Pollution Control
LS
$ 4,099.46
1
$ 4,099.46
110-1-1
Clearing and Grubbing
LS
$ 14,850.00
1
$ 14,850.00
120-1
Excavation, Regular (Roadway)
CY
$ 14.06
200
$ 2,812.00
142-70
Clean sand fill — Hydrologic Group A
(compacted in place)
CY
$ 65.47
50
$ 3,273.50
160-4-12
Type B Stabilization LBR40 (12")
SY
$ 10.81
400
$ 4,324.00
160-4-12
Shell Rock Base Group 4 (6") (Two One Lifts)
SY
$ 17.42
6381,120
$ 19,510.40
430-17
24 -inch RCP Pipe
LF
$ 57.74
32
$ 1,847.68
430-98
Mitred End Section - concrete
Each
$ 1,221.56
2
$ 2,443.12
522-1
Concrete Sidewalk (4" thick)
SY
$ 57.26
45
$ 2,576.70
522-2
Concrete Driveway apron (6" thick)
SY
$ 53.80
45894
$ 5,057.20
Page 36 of 56
2020013 Oyster Bar Marsh Public Use Improvements -Addendum 3
Item No.
Description
Unit
Unit Price
Quantity
Total
522.3
Concrete ADA Parking Apron (6" thick)
SY
$ 89.66
65
$ 5,827.90
570-1-2A
Performance Turf (Sod) (Bahia)
SY
$ 8.44
500
$ 4,220.00
570-2
Reinforced Turf (at Round -about center)
SY
$ 47.93
35
$ 1,677.55
711-1
Signage (striping and ADA and Stop signs)
LS
$ 3,171.66
1
$ 3,171.66
800-1
Wheelstops at ADA parking
Each
$ 190.00
2
$ 380.00
800-2
Railroad Tie Wheelstops
Each
$ 99.96
15
$ 1,499.40
850-1
Maintenance Gate
LS
$ 3,316.77
1
$ 3,316.77
850-2
Entry -Way Gate
LS
$ 5,242.21
1
$ 5,242.21
850-3
Park Signage
LS
$ 6,335.79
1
$ 6,335.79
999-1
Record Drawings/As-Builts
LS
$ 3,300.00
1
$ 3,300.00
Total Bid Price
$ 105,558.50
One Hundred and Five Thousand Five Hundred Fifty Eight Dollars and Fifty Cents
I Vldl DIU rl ILC In WU[US
The undersigned hereby certifies that they have read and understand the contents of this solicitation
and agree to furnish at the prices shown any or all of the items above, subject to all instructions,
conditions, specifications, and attachments hereto. Failure to have read all the provisions of this
solicitation shall not be cause to alter any resulting contract or request additional compensation.
Company Name: XGD Systems, LLC
Company Address: - 415 NW Flagler Ave., Unit 302
City, State Stuart, FL
Telephone: _- 772 286-3419
E-mail: admin@xgd.systems
Zip Code
Fax: 772 286-2855
34994
Business Tax Receipt Number: 13624 FEIN Number: 20-1254730
Authorized Signature: Date: July 8, 2020
Name: Geoff Corlett Title: CEO
(Type / Printed)
Page 37 of 56