HomeMy WebLinkAbout2023-244SECTION 00520 Agreement
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 Close Construction Services, LLC (hereinafter called CONTRACTOR).
OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree
as follows:
ARTICLE 1 - WORK
1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract
Documents. The Work is generally described as follows:
The renovation and re -purposing of the bungalow at the Jones' Pier Conservation Area
located at 7770 Jungle Trail, Vero Beach, FL 32963. Work includes addition of a Handicap
Ramp, Stairs, Repair and Replacement of Exterior Siding, Roofing, Windows/Doors,
Interior Ceilings, Wall Finish, Flooring, Cabinetry, HVAC, Electrical and Plumbing.
ARTICLE 2 - THE PROJECT
2.01 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: RENOVATION OF THE JONES' PIER CONSERVATION AREA
BUNGALOW
Bid Number: 2024009
Project Address: 7770 Jungle Trail, Vero Beach, FL 32963
ARTICLE 3 - ENGINEER
3.01 The Indian River County Public Works Department is hereinafter called the ENGINEER and
will 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
the completion of the Work in accordance with the Contract Documents.
ARTICLE 4 - CONTRACT TIMES
4.01 Time of the Essence
A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness
for final payment as stated in the Contract Documents are of the essence of the Contract.
4.02 Days to Achieve Substantial Completion, Final Completion and Final Payment
A. The Work will be substantially completed on or before the 150th calendar day after the date
when the Contract Times commence to run as provided in paragraph 2.03 of the General
Conditions, and completed and ready for final payment in accordance with paragraph 14.07
of the General Conditions on or before the 180th calendar day after the date when the
Contract Times commence to run.
4.03 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 4.02 above, plus any extensions thereof allowed in accordance with Article 12
of the General Conditions. 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
$1,148.00 for each calendar day that expires after the time specified in paragraph 4.02 for
Substantial Completion until the Work is substantially complete. After 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 $1,148.00 for each calendar day that expires after the
time specified in paragraph 4.02 for completion and readiness for final payment until the
Work is completed and ready for final payment.
ARTICLE 5 - CONTRACT PRICE
5.01 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the
Contract Documents, an amount in current funds equal to the sum of the amounts
determined pursuant to paragraph 5.01.A and summarized in paragraph 5.01.6, 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:
Numerical Amount: $639,075
Written Amount: Six hundred thirty-nine thousand seventy-five dollars.
ARTICLE 6 - PAYMENT PROCEDURES
6.01 Submittal and Processing of Payments
A. CONTRACTOR shall submit Applications for Payment in accordance with Article
14 of the General Conditions. Applications for Payment will be processed by
ENGINEER as provided in the General Conditions and the Contract Documents.
6.02 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 five percent (5%)
of the payment amounts due to the CONTRACTOR until substantial completion of
all work to be performed by CONTRACTOR under the Contract Documents.
B. For construction projects less than $10 million, at the time the Owner is in receipt
of the Certificate of Substantial Completion, the Owner shall have 30 calendar days
to provide a list to the Contractor of items to be completed and the estimated cost
to complete each item on the list. Owner and Contractor agree that the Contractor's
itemized bid shall serve as the basis for determining the cost of each item on the
list. For projects in excess of $10 million, owner shall have up to 45 calendar days
following receipt of Certificate of Substantial Completion of the project to provide
contractor with said list.
C. Payment of Retainage - Within 20 business days following the creation of the list,
Owner shall pay Contractor the remaining contract balance including all retainage
previously withheld by Owner except for an amount equal to 150% of the estimated
cost to complete all of the items on the list. Upon completion of all items on the list,
the Contractor may submit a payment request for the amount of the 150%
retainage held by the Owner. If a good faith dispute exists as to whether one or
more of the items have been finished, the owner may continue to withhold the
150% of the total cost to complete such items. The owner shall provide Contractor
written reasons for disputing completion of the list.
6.03 Pay Requests.
A. Each request for a progress payment shall be submitted on the application
provided 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.
6.04 Paragraphs 6.02 and 6.03
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.
6.05 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 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 Public Construction Bond.
ARTICLE 7 - INDEMNIFICATION
7.01 CONTRACTOR shall indemnify OWNER, ENGINEER, and others in accordance with
paragraph 6.20 (Indemnification) of the General Conditions to the Construction Contract.
ARTICLE 8 - CONTRACTOR'S REPRESENTATIONS
8.01 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 Bidding 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 carefully studied all: (1) reports of explorations and tests of subsurface
conditions at or contiguous to the Site and all drawings of physical conditions in or relating
to existing surface or subsurface structures at or contiguous to the Site (except Underground
Facilities) which have been identified in the Supplementary Conditions as provided in
paragraph 4.02 of the General Conditions and (2) reports and drawings of a Hazardous
Environmental Condition, if any, at the Site which have been identified in the Supplementary
Conditions as provided in paragraph 4.06 of the General Conditions.
E. 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
F. 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.
G. 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.
H. 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.
I. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities, or
discrepancies that CONTRACTOR has discovered in the Contract Documents, and the
written resolution thereof by ENGINEER is acceptable to CONTRACTOR.
J. The Contract Documents are generally sufficient to indicate and convey understanding of
all terms and conditions for performance and furnishing of the Work.
4
K. Contractor is registered with and will use the Department of un 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 an affidavit from all subcontractors, as required in Section
448.095(5)(b), F.S., stating the subcontractor does not employ, contract with, or subcontract
with an unauthorized alien.
ARTICLE 9 - CONTRACT DOCUMENTS
9.01 Contents
A. The Contract Documents consist of the following:
1. This Agreement (pages 00520-1 to 00520-10, inclusive);
2. Notice to Proceed (page 00550-1);
3. Public Construction Bond (pages 00610-1 to 00610-3, inclusive);
4. Sample Certificate of Liability Insurance (page 00620-1);
5. Contractor's Application(s) for Payment (pages to inclusive);
6. Certificate of Substantial Completion (pages to , inclusive);
7. Contractor's Final Certification of the Work (pages to inclusive);
8. General Conditions (pages 00700-1 to 00700-38, inclusive);
9. Supplementary Conditions (pages 00800-1 to 00800-13, inclusive);
10. Architectural Project Manual Bid Set, prepared by Donadio & Associates, Architects,
P.A., A Spiezle Group, Inc., Identified with Project Number 2018.23.004, dted August
18, 2023.
11. Drawings consisting of a cover sheet (A0.10), and sheets listed in the Index of Drawings,
with each sheet bearing the following general title: Jones Pier Historic Residence
Museum
12. Addenda 1 to 2;
13. Appendices to this Agreement (enumerated as follows):
Appendix A — Permits
14. CONTRACTOR'S BID (pages 00310-1 to 00310-6, inclusive);
15. Bid Bond (page 00430-1);
16. Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of
Relationships (pages 00452-1 to 00452-2, inclusive);
18. Sworn Statement Under the Florida Trench Safety Act (pages 00454-1 to 00454-2,
inclusive);
19. Qualifications Questionnaire (page 00456-1 to 00456-2, inclusive);
20. List of Subcontractors (page 00458-1 ;
21. Certification Regarding Prohibition Against Contracting with Scrutinized Companies
(page 00460-1);
22. 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 10 - MISCELLANEOUS
10.01 Terms
A. Terms used in this Agreement will have the meanings indicated in the General Conditions.
10.02 Assignment of Contract
A. No assignment by a party hereto of any rights under or interests in the Contract 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.
10.03 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.
10.04 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.
10.05 Venue
A. This Contract 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 Contract 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.
10.06 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 CUSTODIAN OF PUBLIC RECORDS
AT:
(772) 226-1424
publicrecords(aD-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.
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 November 7, 2023 (the date the Contract is approved by the
Indian River County Board of County Commissioners, which is the Effective Date of the Agreement).
OWNER:
0
NTY
Joseplyll. Earm�n, Chairman *:
By:
John A. Titka ich, Jr., County Adm
CONTRACTOR:
C \ ) k,On CJC
(Contractor)
(CORPORATE SEAL)
• NSE`;:
Attest
�ER�cou . Q A
APPROVED AS TO FORM AND LEGAL
SUFF E
r
By:
William K. D raal, ounty Attorney
Ryan L. Butler, Clerk of Court and Comptroller
Attest: � &L
eputy Clerk
(SEAL)
Designated Representative:
Wendy Swindell
Conservation Lands Manager
1590 91h Street SW, Vero Beach, Florida 32962
(772) 226-1781
Address for ivin notices:
License No. MCI -5Q( JuoL4
(Where applicable)
Agent for service of process: S GA\ tt; Oe \\S
Designated Representative:
Name: -"C \o`
Title:
Address:
c�Y how.IFL 3ua1 a
Phone: 7SU ; • Ul.L-1- O' S S k
Facsimile:
(If CONTRACTOR is a corporation or a
partnership, attach evidence of authority to sign.)
* * END OF SECTION * *
H.
CORPORATE RESOLUTION
CLOSE CONSTRUCTION SERVICES, LLC.
RESOLUTION GRANTING SIGNING AND AUTHORITY TO CONDUCT BUSINESS
WHEREAS, CLOSE CONSTRUCTION SERVICES, LLC. desires to grant signing and authority
to certain person(s) described hereunder.
RESOLVED, that the Board of Directors is hereby authorized and approved to grant signing and
authority to conduct business to any one of the following person(s):
THOMAS C. CLOSE
The foregoing signing and authority granted shall include, but shall not be limited to, the
execution of Deeds, powers of attorney, transfers, assignments, contracts, obligations,
certificates, and oilier instruments of whatever nature entered into by this company.
The undersigned hereby certifies that she is the duly elected and qualified Secretary and the
custodian of the books and records and seal of CLOSE CONSTRUCTION SERVICES, LLC, a
Limited Liability Company duly formed pursuant to the laws of the state of Florida and that the
foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors
and that said meeting was held in accordance with state law and the Bylaws of the above-named
Limited Liability Company on November 23, 2021, and that said resolution is now in full force
and effect Without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the
seal of the above-named Limited Liability Company this 23rd day of November, 2021.
MELISSA A. STONE; Secretary