HomeMy WebLinkAbout2016-061Ar
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Agreement
Bid No. 2016025
North Hobart Water Treatment Plant Membrane Replacement 3
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) Ham R/O Systems, Inc. (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
as set forth in Article 8 of this Agreement. The Work is generally described as follows i
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 and per FDEP, and the Indian River County Department of Utility 3
Services standards. The work is generally described as follows-
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The scope of work includes all work necessary to; replace existing membrane elements, including
removal and disposal of membrane elements, cleaning/swabbing the existing pressure vessels,
installation of new membrane elements, replacement of existing permeate hoses with PVC piping,
relocation of sample tubing, bacteriological testing, and startup and testing of new membranes
with existing Owner provided membrane system equipment. Work in this section shall be the x
responsibility of a reverse osmosis (RO) membrane system integrator (OEM), including supervision !
and direction. The work is to be performed at the North Hobart Water Treatment Plant. i
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ARTICLE 2 -THE PROJECT
2.01 The Project for which the Work under the Contract Documents may be generally described
as follows:
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Project Name North Hobart Water Treatment Plant Membrane Replacement
Bid Number: 2016-025
Project Address: 7751 58th Avenue, Vero Beach, FL 32967. I
ARTICLE 3—TERM AND 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 Contract Documents are of the essence of the Contract.
3.02 Days to Achieve Substantial Completion, Final Completion and Final Payment
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A. The Work will be substantially completed on or before the 180"'day after the date when the
Contract Times commence to run as provided in paragraph 2.03 of the General Conditions, t
and completed and ready for final payment in accordance with paragraph 14 07 of the f
General Conditions on or before the 210"' day after the date when the Contract Times
commence to run. Substantial completion is defined as beneficial use of all RO Trains
modified per the agreement.
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B. The Work will be fully completed (Final Completion) and ready for final payment in
accordance with paragraph 14.07 of the General Conditions on or before the 210th day after
the date when the Contract Times commence to run as provided in paragraph 2.03 of the
General Conditions. j
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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 4.01.13, below:
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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
Documents,
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Numerical Amount: $ 1,041,629.00
Written Amount:
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ARTICLE 5 - COMPENSATION
CONTRACTOR shall submit Applications for Payment on a monthly basis. Applications for
Payment will be processed by ENGINEER as provided in the Contract Documents. }
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5.1 Progress Payments.The OWNER shall make progress payments to the CONTRACTOR on
the basis of the approved partial payment request as recommended by ENGINEER in s
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 t
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 Contract 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.
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52 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 r
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 1218.735(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 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 j
work under this Contract and for every act and neglect of the OWNER and others relating s
to or arising out of the Agreement. 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 — INSURANCE AND INDEMNIFICATION
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6.01 The CONTRACTOR shall not commence work on this Agreement until it has obtained all
insurance required under this Agreement and such insurance has been approved by the
COUNTY's Risk Manager.
6.02 CONTRACTOR shall procure and maintain, for the duration of this Agreement, the I
minimum insurance coverage as set forth herein. The cost of such insurance shall be included
in the CONTRACTOR's fee.
A. Workers' Compensation: To meet statutory limits in compliance with the Workers'
Compensation Law of Florida. This policy must include employers' liability with a limit '
$100,000 for each accident, $500,000 disease policy limit and $100,000 disease each
employee. Such policy shall include a waiver of subrogation as against Owner on
account of injury sustained by an employee(s) of the CONTRACTOR. `•
B. General Liability: A per occurrence form policy, including Premise Operations,
Independent Contractors, Products and Completed Operations including X, C, U
(Explosion, Collapse, Underground) Broad Form Property Damage, Broad Form
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Property Damage Endorsement, with a combined single limit of not less than
$1,000,000 general aggregate to include products/completed operations, personal
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injury/advertising liability, fire damage/legal liability, and medical payments. Limits can
be layered with an Excess Liability Policy (Umbrella).
C. Business Automobile Liability: Coverage shall include Owned vehicles and Hired/Non-
Owned vehicles, for a combined single limit (bodily injury and property damage) of not
less than $ 300,000/combined single limit (Bodily Injury/Property Damage).
603 Contractor's insurance coverage shall be primary r
6.04 All required insurance policies shall be placed with insurers licensed to do business in
Florida and with a Best's rating of A-VII or better.
6.05 The insurance policies procured shall be occurrence forms, not claims made policies
with the exception of professional liability. j
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6.06 A certificate of insurance shall be provided to the COUNTY's Risk Manager for review
and approval, ten (10) days prior to commencement of any work under this Agreement. The
COUNTY shall be named as an additional insured on all policies except workers' compensation
and professional liability. t
6.07 The insurance companies selected shall send written verification to the COUNTY's Risk
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Manager that they will provide 30 days prior written notice to the COUNTY's Risk Manager of its
intent to cancel or modify any required policies of insurance.
6.08 CONTRACTOR shall include all Subcontractors as insured under its policies or shall
furnish separate certificates and endorsements for each Subcontractor. All coverages for
Subcontractors shall be subject to all of the requirements stated herein.
6.09 The COUNTY, by and through its Risk Manager, reserves the right periodically to review
any and all policies of insurance and to reasonably adjust the limits of coverage required
hereunder, from time to time throughout the term of this Agreement. In such event, the
COUNTY shall provide the CONTRACTOR with separate written notice of such adjusted limits
and CONTRACTOR shall comply within thirty (30) days of receipt thereof. The failure-by
CONTRACTOR to provide such additional coverage shall constitute a default by
CONTRACTOR and shall be grounds for termination of this Agreement by the COUNTY.
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6.10 The CONTRACTOR shall indemnify and hold harmless the COUNTY, and its officers 1
and employees, from liabilities, damages, losses, and costs, including, but not limited to,
reasonable attorneys'fees, arising out of or related to the negligence, recklessness, or
intentionally wrongful conduct of the CONTRACTOR and other persons employed or utilized by
the CONTRACTOR in the performance of this Agreement.
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ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS
7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the
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following representations:
A. CONTRACTOR has examined and carefully studied the Contract Documents and the other
related data identified in the Invitation to Bid documents.
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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 i
Work.
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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 s
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.
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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.
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ARTICLE 8 - CONTRACT DOCUMENTS a
8.01 The Contract Documents consist of the following. _
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A. This Agreement
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B Certificates of Liability and Workers Compensation Insurance
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C. Invitation to Bid 2016-025
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D. Addenda (numbers 1 to 1 , inclusive);
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E. CONTRACTOR'S Bid Form Section 00310
F. Bid Bond
G. 00431 Schedule of Subcontractors
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H. 00452 Sworn Statement Under Section 105 08, Indian River County Code, on Disclosure
of Relationships i
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I. 00454 Sworn Statement Under the Florida Trench Safety Act
J 00456 General Information Required of Bidders
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K. Public Construction Bond
L. Notice to Proceed
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ARTICLE 9 - MISCELLANEOUS
9.01 Independent Contractor. It is specifically understood and acknowledged by the parties
hereto that the CONTRACTOR or employees or Subcontractors of the Contractor are in no way to
be considered employees of the COUNTY, but are independent contractors performing solely under
the terms of the Agreement and not otherwise. ;
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9.02 Invitation to Bid. It is specifically understood and acknowledged by the parties hereto that all
of the requirements set forth in the Invitation to Bid dated 2/29/16 (including
addenda 1 through" shall be incorporated herein. ;
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9.03 Merger; Modification. This Agreement, incorporates and includes all prior and
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contemporaneous negotiations, correspondence, conversations, agreements or understandings
applicable to the matters contained herein and the parties agree that there are no commitments,
agreements, or understandings of any nature whatsoever concerning the subject matter of the {
Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from
the terms hereof shall be predicated upon any prior or contemporaneous representations or
agreements, whether oral or written. No alteration, change, or modification of the terms of this
Agreement shall be valid unless made in writing and signed by the CONTRACTOR and the
OWNER.
904 Governing Law; Venue. This Agreement, including all attachments hereto, shall be
construed according to 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.
9.05 Remedies, No Waiver. All remedies provided in this Agreement shall be deemed cumulative
and additional, and not in lieu or exclusive of each other or of any other remedy available to either
party, at law or in equity. Each right, power and remedy of the parties provided for in this Agreement
shall be cumulative and concurrent and shall be in addition to every other right, power or remedy
provided for in this Agreement or now or hereafter existing at law or in equity or by statute or
otherwise. The failure of either party to insist upon compliance by the other party with any obligation,
or exercise any remedy, does not waive the right to so in the event of a continuing or subsequent
delinquency or default. A party's waver of one or more defaults does not constitute a waiver of any
other delinquency or default. If any legal action or other proceeding is brought for the enforcement
of this Agreement or because of an alleged dispute, breach, default or misrepresentation in
connection with any provisions of this Agreement, each party shall bear its own costs.
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9.06 Severability. If any term or provision of this Agreement or the application thereof to any
person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of
this Agreement, then the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable shall not be affected, and every other term
and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by t
law
9.07 Availability of Funds. The obligations of the OWNER under this Agreement are subject to
the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners
of Indian River County.
908 No Pledge of Credit. The CONTRACTOR shall not pledge the OWNER's credit or make it
a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of
indebtedness. I
9.09 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.
A. Keep and maintain public records required by the County to perform the service. E
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B 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 i
reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as
otherwise provided by law.
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C. 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 3
transfer the records to the County.
D. 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 a
contractor keeps and maintains public records upon completion of the contract, the i
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
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO F
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords@ircgov.com
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Indian River County Office of the County Attorney
180127th Street
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Vero Beach, FL 32960
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this Agreement.
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9.10 Notices. Any notice, request, demand, consent, approval,or other communication required
or permitted by this Agreement shall be given or made in writing and shall be served., as elected by
the party giving such notice, by any of the following methods. (a) Hand delivery to the other party;
(b) Delivery by commercial overnight courier service; or (c) Mailed by registered or certified mail _
(postage prepaid), return receipt requested at the addresses of the parties shown below:
County: Indian River County
Attn: Arjuna Weragoda, P.E.
1801 27th Street
Vero Beach, FL 32960
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Contractor: Harn R/O Systems, Inc.
James A. Harn
310 Center Court
Venice, FL 34285
Notices shall be effective when received at the address as specified above. Facsimile
transmission is acceptable notice effective when received, provided, however, that facsimile
transmissions received (i.e., printed) after 5:00 p.m. or on weekends or holidays, will be deemed
received on the next day that is not a weekend day or a holiday. The original of the notice must
additionally be mailed. Either party may change its address, for the purposes of this section, by
written notice to the other party given in accordance with the provisions of this section.
9.11 Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to
be performed by CONTRACTOR shall survive the termination or expiration of this Agreement. i
9.12 Construction. The headings of the sections of this Agreement are for the purpose of
convenience only, and shall not be deemed to expand, limit, or modify the provisions contained in
such Sections. All pronouns and any variations thereof shall be deemed to refer to the masculine,, f
feminine or neuter, singular or plural, as the identity of the party or parties may require. The parties
hereby acknowledge and agree that each was properly represented by counsel and this Agreement }
was negotiated and drafted at arm's length so that the judicial rule of construction to the effect that i
a legal document shall be construed against the draftsperson shall be inapplicable to this j
Agreement
9.13 Counterparts. This Agreement may be executed in one or more counterparts, each of t
which shall be deemed to be an original copy and all of which shall constitute but one and the same
instrument. I
9.14 Sovereign Immunity. Nothing in this Agreement is intended to, or shall be interpreted to,
constitute a waiver or limitation of the OWNER's sovereign immunity IN WITNESS WHEREOF,
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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 April 19 2016 (the date the Contract is
approved by the Indian River County Board of County Commissioners, which is the Effective Date
of the Agreement).
OWNER: CONTRACTOR:
INDIAN RIVER COUNTY ......... ,�. HARN R/0 SYSTEMS, INC.
By: 23�
Bob Solari, Chair (Contractor)
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CORPORATE SEAL)
tROVED
Baird, ounty Administra ti
ti•.D�A�Nw Attest ;
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S TO FORM AND LEGAL
SUFFICIENCY: -
By:
Dylan Reingold, County Attorney Address for giving notices.
310 CENTER COURT
Jeffrey R. Cle f C rt nd Comptroller VENICE, FL. 34285
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License No. CGCO19508
Attest: (Where applicable)
Clerk of Court and Comptroller '
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(SEAL) Agent for service of process -
Designated Representative.
Name: Designated Representative: i
Title: Name:RON CASTLE & KYLE JENNINGS
Contact Info: Title:PROCESS MANAGER PROJECT ENGINEER
Address: i
301 CENTER COURT
VENICE, FL. 3 285 i
Phone: 941-488-9671
Facsimile: 941-488-9400
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(If CONTRACTOR is a corporation or a i
partnership, attach evidence of authority to sign.)
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CORPORATE RESOL UTI01V
I,Kristine J. Myers, Secretary of Harn R/O Systems, Inc., a corporation organized and
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existing under the.laws of the State of Florida, Hereby certify that a meeting of the
Board of Directors of the Corporation duly called and held on September 11, 2015 at
which a quorum was present and acting throughout, the following resolutions were
adopted and are now in full force and effect: 1
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RESOLVED that the following Individuals of this Corporation are authorized to execute
on behalf of this corporation.
James A. Ham
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I further certify that the names of the officers of this corporation and any other persons
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Authorized to act under this resolution and their official signatures are as follows:
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NAME OFFICE OF CIAL SIG TURE
James A. Ham President
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IN WITNESS WHEREOF, I have hereunto subscribed my name as Secretary i
and affixed the seal of the corporation the day of 52 PfM r--
,20)15.
C rporate Secr tary (seal) F
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