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HomeMy WebLinkAbout2024-061Agreement 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 Ritacco & Chan Architecture, 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: Design and fabricate environmental education exhibits planned for the Interpretive Center at the Jones' Pier Conservation Area 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: Jones' Pier Conservation Area Design & Fabrication of Interpretive Center Exhibits RFP 2024014 ARTICLE 3 - CONTRACT TIMES 3.01 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 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 September 15, 2024. 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 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 $338 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 4.01.8, 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: $ $228,800.00 Written Amount: Two hundred, twenty-eight thousand, eight hundred dollars and zero cents. 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 five percent (5%) of the payment amount due to CONTRACTOR until substantial completion and acceptance 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. 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. 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. 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. 5.05 Contingency A. Contingency items will only be paid upon prior approval from the Department and these items are not a guarantee and are excluded from regular draws. 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 Proposals 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. I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. J. 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 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. K. Contractor will comply with all the requirements as imposed by the Americans with Disabilities Act of 1990 ("ADA"), the regulations of the Federal government issued thereunder, and the assurance by the Contractor pursuant thereto. ARTICLE 8 - CONTRACT DOCUMENTS 8.01 Contents A. The Contract Documents consist of the following: (1) This Agreement; (2) Notice to Proceed; (3) Certificate(s) of Liability Insurance; (4) Request for Proposals 2024014; (5) Addenda (numbers 1 to 1, inclusive); (6) CONTRACTOR'S Submitted Proposal; (7) Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships; (8) Certification Regarding Prohibition Against Contracting with Scrutinized Companies; (9) Certification Regarding Lobbying; (10) Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion (12) Contractor's submitted Phase 2 proposal (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 9.01 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. 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 CUSTODIAN OF PUBLIC RECORDS AT: (772) 226-1424 publicrecords@indianriver.gov Indian River County Office of the County Attorney 180127`h 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 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. 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: 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. This Agreement will be effective on March 19 20 24 (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: INDIAN RIVER COUNTY ; •'-G- NM1SS�0`✓�"•.� Ritacco and Chan Architecture LLC Q % hi ^9 By: Y: Su Adams, Chairman:oQ ontractor) Yook, Chan Design Principal 1 By:�� •.9''• N' (CORPORATE SE • �ER CO����' �• ohn A. Thkanich, Jr., County Administr�t0 Attest Cuong Giang APPROVED AS TO FORM =FICIENCY: _ . Keith Jackman, Assistant County Attorney Address for giving notices: 2109 Hawk River Drive SW, Vero Beach, Florida 32962 Ryan L. Butler, Clerk of Court and Comptroller Attest: �� '"Juli Deputy Clerk (SEAL) Designated Representative: Wendy Swindell, Conservation Lands Manager 1590 9t' Street SW, Vero Beach, FL 32962 (772) 226-1781 wswindell@indianriver.gov License No. (Where applicable) Agent for service of process: George Ritacco Designated Representative: Name: George Ritacco Title: Managinq Principal Address: 2109 Hawk River Drive SW, Vero Beach, Florida 32962 Phone: 772 588 4999 Email: George. Ritacco@rcarch.org (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) Exhibit 1 to the Agreement — Pricing IMP ARCHITECTURE PLAN NING COMMUN I T Y RFP 2024014 Jones' Pier Conservation Area Design & Fabrication of Interpretive Center Exhibits t r ry jungle I rail, Vero tseacn, r-lonaa azyb DESIGN AND FABRICATION BUDGET - — -- --- Revised 2/28/2024 DESCRIPTION - QUANTITY PRICE TOTAL AMOUNT Media Wall Carpentry/Storage 1 $60,000.00 $2,000.00 $60,000.00 $2,000.00 Built -In Cabinet Storage/Seating 1 Drywall, blocking, painting, patching, installation as required 1 $0.00 $0.00 Video wall large screen or smaller screens with video table 1 $20,000.00 $20,000.00 Underwater camera and installation 1 $0.00 $0.00 Time lapse video, photos 1 $7,000.00 $7,000.00 Software support for interactive screens 1 $15,000.00 $15,000.00 Mary's Corner - interactive projection unit 1 $10,000.00 $10,000.00 Chairs and tables at Mary's corner 1 $3,000.00 $3,000.00 Frames, printed media 1 $8,000.00 $8,000.00 Blackout shades 1 $5,000.00 $5,000.00 BASE TOTAL $130,000.00 10% Construction Contingency $13,000.00 10% Overhead & Profit $13,000.00 Estimated Construction Total: $156,000.00 Design $54,600.00 Construction Administration $18,200.00 Estimated Budget Total $228,800.00 Exclusions: Aquarium tank, equipment & fish Exhibition materials: photos, artifacts etc. Site WIFI Services R+C is aware that contingency items will only be paid upon prior approval from the Department and these items are not a guarantee and are excluded from regular draws. Office: 2109 Hawk River Drive 5W, Vero Beach, Florida, 32962 1 Phone: 772 588 4999 1www.rcarch.org I Email: info@rcarch.org 1 3 R + C ARCHITECTURE PLAN NTNG COMMUN I T Y Date: February 28, 2024 To: Wendy Swindell, Ashley Lingwood, Indian River County Parks & Recreation Department From: George Ritacco, Yook Chan, R + C RE: Task Order for RFP No. 2024014 Jones' Pier Conservation Area Design & Fabrication of Interpretive Center Exhibits Manager for Project: George Ritacco Description and Scope of Work: R + C has been awarded with task to provide design and construction support for Jones' Pier Exhibition at the historic house. The area of work includes interior design of the Mary's Corner and general exhibition space. The scope of work includes design and construction support: 1. Custom 21'-0" cabinetry media wall with shelving and storage 2. Window bench seating with storage 3. Built-in closet and shelving at Mary's Corner 4. Projection interactive wall with water and sea creature theme at Mary's Corner 5. Selection of children's furniture, rug, seating at Mary's Corner 6. Organize presentation of the Jones family history with images and media display 7. Selections of video screen mounted on wall or mobile free-standing table 8. Software support to organize and feature displays on media screens in kiosk mode 9. Coordinate with Donadio on light fixture locations, 4" columns, electrical outlets, etc. 10. Selection of shade and window treatment 11. Explore time lapse video and underwater camera Design and Fabrication Schedule: 4 months design, 3 months construction 1/25/2024 Notice to Proceed 2/05/2024 Design Kick-off and meeting — presented model and concepts, preliminary budget 3/26/2024 Finalize Cabinetry design — 5% deposit for shop drawings 4/26/2024 50% deposit for custom cabinetry fabrication due (8-12 weeks lead time) 6/26/2024 All presentations boards for walls completed 7/26/2024 Cabinetry installation, all physical work including window treatments completed, Interior of house is finished and complete. Installation of projection wall equipment and media screens. 8/26/2024 Video and media content completion 9/2024 Fabrication completion Office: 2109 Hawk River Drive SW, Vero Beach, Florida, 32962 1 Phone: 772 588 4999 Iwww.rcarch.org I Email: info@rcarch.org ( 1 R + C ARCHITECTURE PLAN NTNG COMMUN I T Y R + C Design and Construction Fee Proposal: 4 months design, 3 months construction R + C's services is defined under the Description and Scope of work section on page 1. Our work is a lump sum, fixed fee: $72,800. This is based on Design of $54,600 and Construction administration of $18,200. This professional service includes: conceptual design, design development and construction administration. During conceptual design and design development, R + C will meet and work together with Client to create a comprehensive, unique design for the Jones Pier Exhibit. R + C will coordinate with Donadio to ensure that the interior design works with the overall renovation of the historic house. During construction administration, we will coordinate the installation on site with the vendors. The service will be distributed over a 7 -month schedule with approximately 15 meetings with the client and 9 meetings during construction. If additional meetings are requested by client, R + C will meet at no additional cost beyond the lump sum. Material and Fabrication Budget The preliminary budget is an estimate based on preliminary quotes from vendors and suppliers. The estimate construction budget is set at $156,000. The budget may change based on selections and deletions by Client. We are reviewing options of cabinet door pricings with cabinet maker. See budget on page 3. Payment Schedule: 4 months design, 3 months construction 3/05/2024 Tentative Board Approval 3/12/2024 executed Agreements back from BCC 3/26/2024 20% of design fee 4/26/2024 20% of design fee and 50% deposit for cabinetry 5/26/2024 20% of design fee 6/26/2024 20% of design fee 7/26/2024 20% of design fee 8/26/2024 Final payment of remaining retainage and any other fees Office: 2109 Hawk River Drive 5W, Vero Beach, Florida, 32962 1 Phone: 772 588 4999 1www.rcarch.org I Email: info@rcarch.org 12