HomeMy WebLinkAbout2024-1242024045 Trans Florida Rail Trail Boardwalk Repairs
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 Southeastern Marine Group, Inc.
(hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter
set forth, agree as follows:
ARTICLE 1— WORK AND PROJECT
CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally
described as follows:
Furnishing all the necessary equipment, materials and labor for the repair of three boardwalks located on the
Trans Florida Rail Trail.
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: Trans Florida Rail Trail Boardwalk Repairs
Bid Number: 2024045
Project Address: Trans Florida Rail Trial
ARTICLE 2 - CONTRACT TIMES
2.01 Time of the Essence
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.
2.02 Days to Achieve Substantial Completion, Final Completion and Final Payment
The Work will be completed and ready for final payment on or before the 60th day after the date when the Contract
Times commence to run.
2.03 Liquidated Damages
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 2.02 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 $882.00 for each calendar day that expires after the time specified in paragraph 2.02 for
completion and readiness for final payment until the Work is completed and ready for final payment.
2024045 Trans Florida Rail Trail Boardwalk Repairs
ARTICLE 3 - CONTRACT PRICE
3.01 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 3.01.A and summarized in paragraph 3.01.8, 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: $ 65.000.00
Written Amount: Sixty-five thousand dollars and zero cents.
ARTICLE 4 - PAYMENT PROCEDURES
4.01 Method of Payment
Owner shall make only one payment for the entire amount of the contract when the work has been completed.
Upon a determination of satisfactory completion, the COUNTY Project Manager will authorize payment to
be made. All payments for services shall be made to the CONTRACTOR by the COUNTY in accordance with
the Local Government Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida
Statutes, et seq.).
4.02 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
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 5 - INDEMNIFICATION
5.01 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 6 - CONTRACTOR'S REPRESENTATIONS
6.01 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.
2024045 Trans Florida Rail Trail Boardwalk Repairs
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 7-CONTRACT DOCUMENTS
7.01 Contents
2024045 Trans Florida Rail Trail Boardwalk Repairs
A. The Contract Documents consist of the following:
(1) This Agreement;
(2) Notice to Proceed;
(3) Certificate(s)of Liability Insurance;
(4) Invitation to Bid 2024045;
(5) Addenda (numbers 1 to 1,inclusive);
(6) CONTRACTOR'S Bid Form;
(7) Bid Bond;
(8) Qualifications Questionnaire;
(9) Drug Free Workplace Form;
(10) Sworn Statement Under Section 105.08, Indian River County Code,on Disclosure of Relationships;
(11)Certification Regarding Prohibition Against Contracting with Scrutinized Companies;
(12)Certification Regarding Lobbying;
(13)Warranty Information Form;
(14)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 8-MISCELLANEOUS
8.01 Terms
A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid.
8.02 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.
8.03 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.
8.04 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
2024045 Trans Florida Rail Trail Boardwalk Repairs
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.
8.05 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.
8.06 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
1801 27th Street
Vero Beach, FL 32960
2024045 Trans Florida Rail Trail Boardwalk Repairs
C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement.
ARTICLE 9—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.
2024045 Trans Florida Rail Trail Boardwalk Repairs
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.
2024045 Trans Florida Rail Trail Boardwalk Repairs
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 June 18,2024(the date the Agreement is approved by the Indian River County
Board of County Commissioners,which is the Effective Date of the Agreement).
OWNER: c,0hiM/s sCONTRACTOR:
INDIAN RIVER COUNTY % VI""��SIeivl arte rott 'm
By: Allith��a.L ` ' L%µ :cam. By: � 1
:n Adams,Chairman (C•ntrae-tot)
� •OUB;`�E
By: 1 / (CORPORATE SEAL)
John A.Titkanich,Jr.,County Administrator
Attest
APPROV S TO FORM AN� SU 'NCY:
/' /Xt_f_
By:
William K. DeBraal,A iita t:ita t:i.�t t County Attorney Address for giving notices:
�A q S 81 s t- S..+.
Vire 8 e(ck 1 FL-
Ryan L. Butler,Clerk of Court and Comptroller 2q(t 1-
License No. 3 cc-13 // 5 ��--r0
Attest: (Where applicable)
Deputy Cler
ft4/Y1-6C)
(SEAL) Agent for service of process: FL' D Pa(4-
Designated
Designated Representative:
Name: Brad Dewson Designated Representative:
Title: Parks Superintendent Name:
Address:5500 77th Street Title:
Vero Beach, FL 32967 Address:
Phone 772-226-1883
Email bdewson@indianriver.gov
Phone:
Email:
(If CONTRACTOR is a corporation or a partnership,
attach evidence of authority to sign.)
2024045 Trans Florida Rail Trail Boardwalk Repairs
Exhibit 1 to the Agreement— Pricing
Addendum 1 2024045 Trans Florida Rail Trail Bcardwalk Repairs
Bid Form
Project Name:Trans Florida Rail Trail Boardwalk Repairs
Bid#: 2024045
Bid Opening Date and Time: May 10, 2024 2:00 P.M.
Bid Opening Location: Purchasing Division
1800 27th Street
Vero Beach, FL 32960
The following addenda are hereby acknowledged:
Addendu Number Date
ovpolq
In accordance with all terms,conditions,specifications,and requirements,the Bidder offers the follpwing:
Item—Standard Decking Total Price
Boardwalk#1 repairs $ /'.f, 114-S7
Boardwalk#2 repairs $ /c/ t S'f/ .
Boardwalk#3 repairs $ q
S
Permits $ 3
Siderail replacement(if Quantity Unit Price $
needed) 160 tit.7-S /LF �"Q
Total $ 3 , 5 9 `.)
Alternative—Non Slip Total Price
Boardwalk#1 repairs $ VO a ,
Boardwalk#2 repairs $ — / DO.
Boardwalk#3 repairs $ �(--).
Total $ /pS ODD.
Project completion time after receipt of"Notice to Proceed"or PO: 00 DAYS
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