HomeMy WebLinkAbout2023-132SECTION 00530
EJCDC STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE
THIS AGREEMENT ("Agreement" or "Contract") dated the 21h day of June in the year 2023
by and between Indian River County Solid Waste Disposal District, a dependent special district of
Indian River County, which is apolitical subdivision in the State of Florida (hereinafter called
OWNER) and Ryan Incorporated Southern (Hereinafter called CONTRACTOR).
OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as
follows:
ARTICLE 1 WORK
CONTRACTOR as an independent contractor and not as an employee shall furnish and
complete all of the necessary labor, material, and equipment to perform the work as specified or
indicated in the Contract Documents. The work is generally described as follows:
Site preparation for Cell 3(including 50 ft into future Cell 4) subgrade prior to construction of
the liner system, perimeter access roads areas and perimeter ditch around Cell 3 & future Cell 4.
General requirements of the work to be performed at the Indian River County Landfill, Phase
1 Cell 3 site preparation shall include the items listed below.
1. Surveying for earthwork staking for Cell 3 as shown on the construction drawing - 4A
and for establishment of control points for all perimeter drainage ditches and perimeter
access roads. All surveying shall be done in accordance with the Technical
Specifications. The Owner will provide surveying for as -built record drawings and for
measurement and payment purposes. Contractor shall provide its own surveying
necessary to execute the Work described in the Contract Documents.
2. Clearing, grubbing, and stripping of the designated Cell 3(including 50 ft into future
Cell 4) as shown on the Construction drawings(4A), perimeter access road areas, and
drainage ditches.
3. Installation of all sediment and erosion control measures, as described in the Technical
Specifications and Construction Drawings.
4. Use of appropriate dust control measures during earthwork operations.
5. Furnish materials for general fill, structural fill, and stabilized base material that meets
the requirements of the Technical Specifications. Stockpiling in designated areas and
maintenance of stockpiles shall be the responsibility of the Contractor.
6. All earthwork related to the construction of Cell 3, perimeter drainage ditch and
perimeter access road as shown on the Construction Drawings and meeting the
requirements of the Technical Specifications.
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7. Future Cell 4 subgrade preparation will be an option to perform at Owner's discretion.
However, Bidders can quote for estimated quantities in the BID form Optional BID
section, for future Cell 4 site preparation.
ARTICLE 2 ENGINEER
The project has been designed by Geosyntec Consultants, Inc., hereinafter called ENGINEER,
and who is to act as OWNER'S representative, assume all duties and responsibilities and have
the rights and authority assigned to ENGINEER in the Contract Documents in connection with
completion of the work in accordance with the Contract Documents.
ARTICLE 3 CONTRACT TIME
3.1 The CONTRACTOR shall be substantially completed with the following timeframe
(a) Within 30 calendar days from effective date of Notice to Proceed, Contractor shall
complete the following tasks:
1. Obtain all necessary permits.
2. Receive approved shop drawings for all materials and equipment to be utilized in
the job.
3. Perform all photographic recording and documentation of conditions prior to
construction.
4. Locate all existing utilities in the area of work.
5. Submit and secure approval of shop drawings.
6. Mobilize all labor, equipment, and materials. Earthwork may begin 10 days after
NTP.
7. Deliver and store all equipment and materials to the job site.
8. Notify all utilities and other affected parties prior to initiating construction.
(b) From 30 calendar days to 120 calendar days from the effective date of Notice to
Proceed, the CONTRACTOR shall complete the following tasks:
I . Substantially complete the Work described in these Contract Documents.
2. Correct all deficiencies noted by Engineer.
Completion of all tasks outlined above (i.e., Subparagraphs a) and b) constitutes Substantial
Completion.
(c) From 120 calendar days to 150 calendar days from the effective date of Notice to
Proceed, the CONTRACTOR shall complete the following tasks:
1. Clean up project area.
2. Remove all equipment and material from project site.
3. Perform contract closeout procedures.
(d) If authorized under executed change order no later than 8o days from notice to
proceed, Cell 4 work will be completed within an additional 120 days of substantial
completion of Cell 3.
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3.2 Completion of all tasks outlined above (i.e., Subparagraphs a, b, c, and d) constitute Final
Completion.
3.3 Liquidated Damages.
OWNER and CONTRACTOR 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
Paragraphs 3.1 and 3.2 above, plus any extensions thereof allowed in accordance with Article
11 of the General Conditions. They 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 four -hundred and fifty dollars ($450.00) for each day that
expires after the time specified in Paragraph 3.1 for Substantial Completion, if
CONTRACTOR shall neglect, refuse or fail to complete the remaining work within the
Contract Time or any proper extension thereof granted by OWNER, CONTRACTOR shall pay
OWNER four -hundred and fifty dollars ($450.00) for each day that expires after the time
specified in Paragraph 3.2 for completion and readiness for final payment.
3.3.1 The CONTRACTOR and OWNER agree that OWNER is authorized to deduct all or any
portion of the above -stated liquidated damages due to the Owner from payments due to the
Contractor; or, in the alternative, all or any portion of the above -stated liquidated damages may
be collected from the Contractor or its Surety or Sureties. These provisions for liquidated
damages shall not prevent the OWNER, in case of the CONTRACTOR's default, from
terminating the Contractor's right to proceed as provided in this AGREEMENT.
3.3.2 In addition to the above -stated liquidated damages, the CONTRACTOR shall be responsible
for reimbursing OWNER to third party consultants in administering the Project beyond the
Substantial Completion date specified in this Agreement, or beyond an approved extension of
time granted to CONTRACTOR, whichever date is later.
ARTICLE 4 CONTRACT PRICE
4.1 OWNER shall pay CONTRACTOR for completion of the work in accordance with the
Contract Documents in current funds in the amount of $5,848,249. 10
ARTICLE 5 PAYMENT PROCEDURES
CONTRACTOR shall submit Applications for Payment in accordance with Article 15 of the
General Conditions. Applications for Payment will be processed by ENGINEER as provided
in the General Conditions and the Contract Documents.
5.1 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 five percent (5%) of the payment amounts due to the
CONTRACTOR until final completion and acceptance of all work to be performed by
CONTRACTOR under the Contract Documents.
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5.2 Pay Requests. Each request for a progress payment shall be submitted on the application for
payment form supplied by OWNER and the application for 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.
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 AND FINAL PAYMENT: Upon receipt of written notice that the work is
ready for final inspection and acceptance, the ENGINEER will promptly make such
inspection and when the ENGINEER finds the work acceptable under the terms of the
Contract and the Contract fully performed, the ENGINEER will promptly issue a final
completion certificate stating that the work provided for in this Contract has been completed,
and acceptance by the OWNER under the terms and the conditions thereof is recommended
and the entire balance found to be due the CONTRACTOR, will be paid to the
CONTRACTOR by the OWNER following County Commission approval of the final
Contract payment.
5.5 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 Contract 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 the Contract Documents or the
Payment and Performance Bonds.
ARTICLE 6 INTEREST
Not Applicable.
ARTICLE 7 CONTRACTOR'S REPRESENTATIONS
In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the
following representations:
7.1 CONTRACTOR has familiarized itself with the nature and extent of the Contract Documents,
work, site, locality, and all local conditions and laws and regulations that in any manner may
affect cost, progress, performance or furnishing of the work.
7.2 CONTRACTOR has studied carefully all reports of explorations and tests of subsurface
conditions and drawings of physical conditions which are identified in the Supplementary
Conditions as provided in Paragraph 5.03 of the General Conditions, and accepts the
determination set forth in Paragraph SC - 4.02 of the Supplementary Conditions of the extent
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of the technical data contained in such reports and drawings upon which CONTRACTOR is
entitled to rely.
7.3 CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining
and carefully studying) all such examinations, investigations, explorations, tests, reports and
studies (in addition to or to supplement those referred to in Paragraph 7.2 above) which pertain
to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the
cost, progress, performance or furnishing of the work as CONTRACTOR considers necessary
for the performance of furnishing of the work at the Contract Price, within the Contract Time
and in accordance with the other terms and conditions of the Contract Documents, including
specifically the provisions of Paragraph 5.03 of the General Conditions; and no additional
examinations, investigations, explorations, tests, reports, studies or similar information or data
are or will be required by CONTRACTOR for such purposes.
7.4 CONTRACTOR has reviewed and checked all information and data shown or indicated on the
Contract Documents with respect to existing underground facilities at or contiguous to the site
and assumes responsibility for the accurate location of said underground facilities. No
additional examinations, investigations, explorations, tests, reports, studies or similar
information or data in respect of said underground facilities are or will be required by
CONTRACTOR in order to perform and furnish the work at the Contract Price, within the
Contract Time and in accordance with the other terms and conditions of the Contract
Documents, including specifically the provisions of Paragraph 5.05 of the General Conditions.
7.5 CONTRACTOR has correlated the results of all such observations, examinations,
investigations, explorations, tests, reports and studies with the terms and conditions of the
Contract Documents.
7.6 CONTRACTOR has given ENGINEER written notice of all conflicts, errors or discrepancies
that he has discovered in the Contract Documents and the written resolution thereof by
ENGINEER is acceptable to CONTRACTOR.
7.7 Contractor is registered with and will use the Department of Homeland Security's E -Verify
system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees
for the duration of this agreement, as required by Section 448.095, F.S. Contractor is also
responsible for obtaining proof of E -Verify registration for all subcontractors.
ARTICLE 8 CONTRACT DOCUMENTS.
The Contract Documents which comprise the entire agreement between OWNER and
CONTRACTOR concerning the work consist of the following:
8.1 This Agreement (Section 00530).
8.2 Public Construction Bond (Sections 00610).
8.3 Notice of Award and Notice to Proceed (examples in Section 00800).
8.4 General Conditions (Section 00700).
8.5 Supplementary Conditions (Section 00800).
8.6 Specifications bearing the title "Phase 1 - Cell 3 Site Preparation Class 1 Landfill -
Seament 3 Expansion" as listed in the table of contents
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hereof.
8.7 Drawings, inclusive with each sheet bearing the following general title "Phase 1 - Cell 3 Site
PPr Faration Class 1 Landfill - Segment 3 Expansion.
8.8 Addenda numbers 1 to 2, inclusive.
8.9 CONTRACTOR'S Bid (Section 00300).
8.10 The following, which may be delivered or issued after the effective date of the Agreement and
are not attached hereto: All written amendments and other documents amending, modifying, or
supplementing the Contract Documents pursuant to Paragraphs 3.04 of the General Conditions.
There are no Contract Documents other than those listed above in this Article 8. The Contract
Documents may only be amended, modified, or supplemented as provided in Paragraphs 11.01 of the
General Conditions.
ARTICLE 9 MISCELLANEOUS
9.1 Terms used in this Agreement which are defined in Article 1 of the General Conditions will
have the meanings indicated in the General Conditions.
9.2 It is agreed that the CONTRACTOR shall not assign, transfer, convey, or otherwise dispose of
the contract or its right, title, or interest in or to the same or any part thereof, or allow legal
action to be brought in its name for the benefit of others, without previous consent of the
OWNER and concurred to by the sureties. Any attempted assignment shall be void and may, at
the option of the OWNER be deemed an event of default hereunder. Nothing herein shall be
construed as creating any personal liability on the part of any officer or agent of the OWNER
who may be a party hereto.
9.3 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 of all covenants, agreements and obligations contained in the
Contract Documents.
9.4 The CONTRACTOR shall be properly licensed to practice its trade or trades which are
involved in the completion of this Agreement and the work thereunder.
9.5 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 federal jurisdiction, in the United States
District Court for the Southern District of Florida.
9.6 CONTRACTOR agrees to indemnify and hold harmless the OWNER, together with its
agents, engineers, employees, elected officers and representatives, 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
under this Agreement. This indemnification and hold harmless provision shall survive the
termination or expiration of this Agreement. The indemnification is limited to $5 million per
occurrence.
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9.7 Pledize of Credit. The CONTRACTOR shall not pledge the OWNER'S credit or make it a
guarantor of payment or surety for any Agreement, debt, obligation, judgment, lien or any
form of indebtedness. The CONTRACTOR further warrants and represents that it has no
obligation of indebtedness that would impair its ability to fulfill the terms of this Agreement.
9.8. Counterparts. This Agreement may be executed in one or more counterparts, but all such
counterparts, when duly executed, shall constitute one and the same Agreement.
9.9. Public Records. 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.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 1199 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 a►,ircgov.com
Indian River County Office of the County Attorney
1801 27`h Street
Vero Beach, FL 32960
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(5) Failure of the Contractor to comply with these requirements shall be a material breach of this
Agreement.
IN WITNESS WHEREOF, OWNER AND CONTRACTOR have signed this Agreement the day
and year first written above.
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OWNER i°J`, /o^✓��s :,
INDIAN RIVER COUNTY
By:
Joseph H. EarmM, Chairman
By:"740�a"�''%Zj ,
JJKn A. Titkanich, Jr., Co Administrator
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY:
By:
gK Reingold, County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest:
Deputy Clerk
(SEAL)
Designated Representative:
Himanshu Mehta, Managing Director
Solid Waste Disposal District
U
By:
(Contractor)
(CORPORATE SEAL)
Attest 0..l
Address forwing notices:
License No.
(Where applicable)
Agent for service of process: f -A \-�'
Designated Represen tive: \
Name: -5o�v �'\att. d S o t1
Title: Tci S (A
Address:
Phone: 112. a. 6 ---'5Z700
(If CONTRACTOR is a corporation or a
partnership, attach evidence of authority o sign.)
*END OF SECTION*
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S O U T H E R N
July 29, 2023
Indian River County Board of County Commissioners
180027 1h Street
Vero Beach, FL 32960
Re: Letter of Authority
As officer and qualifier of Ryan Incorporated Southern, please let this letter serve as
authorization of Bob Richardson, Vice President and Karen Henry, Office Manager of
our Stuart office to act as agent on behalf of Ryan Incorporated Southern. To sign all
contractual documents and official documents on behalf of the company, and was so
authorized on October 4, 2021.
I hereby give you permission to use this letter as "Proof of Authority".
Signed:"vl . V" -A
Josep . urke, President & Qualifier
Ryan Incorporated Southern
State of Florida
County of Broward
/
Subscribed and swornto beforg, me this ION day of JtW 20✓'1j
Notary Public:
MY
My Commission expires: _ NA1RItALYHN F
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RYAN INCORPORATED SOUTHERN 1700 S. POWERLINE ROAD, SUITE H DEERFIELD BEACH, FLORIDA 33442 (954) 427-5599 FAX (954) 427-6305