Item C18M
C ounty of f Monroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor George Neugent, District 2
The Florida. Ke Se
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Mayor Pro Tern David Rice, District 4
Danny L. Kolhage, District I
Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
May 17, 2017
Agenda Item Number: C.18
Agenda Item Summary #2909
BULK ITEM: Yes DEPARTMENT: Engineering / Roads
TIME APPROXIMATE: STAFF CONTACT: Judith Clarke (305) 295 -4329
no
AGENDA ITEM WORDING: Approval of a design /build contract with Halley Engineering
Contractors, Inc. in the amount of $1,788,000 to design and construct improvements to the Card
Sound Toll Authority tolling system to upgrade to All Electronic Tolling (AET).
ITEM BACKGROUND: The county requires the services of a contractor to construct
improvements to convert the Card Sound Toll to all electronic tolling. The BOCC approved a task
order with HDR Engineering, Inc. to develop a Design/Build Request for Proposals (RFP) at the
November, 2016 BOCC meeting. Staff received two responses to the RFP on April 12, 2017.
Halley Engineering Contractors, Inc. was the responsive, responsible low bidder.
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT /AGREEMENT CHANGES:
new
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
DB Contract Halley -EAC
FINANCIAL IMPACT:
05/17/17 401 -22502 - CARD SOUND ROAD
$1,788,000.00
REVIEWED BY:
Judith Clarke Completed 04/26/2017 3:22 PM
Christine Limbert Completed 04/28/2017 1:48 PM
Budget and Finance Completed 04/28/2017 4:05 PM
Maria Slavik Completed 04/28/2017 4:11 PM
Kathy Peters Completed 05/01/2017 10:55 AM
Board of County Commissioners Pending 05/17/2017 9:00 AM
Section 00500
Standard Form of Agreement
Between Owner and Design/Builder
Where the basis ofpayment is a STIPULATED SUM
AGREEMENT
Made as of the 17 day of May in the year of Two Thousand and Seventeen.
BETWEEN the Owner: Monroe County Board of County Commissioners ( "BOCC ")
1100 Simonton Street
Key West, Florida 33040 ( "Owner")
And the Design/Builder: Halley Engineering Contractors, Inc.
13901 NW 118 Avenue
Miami, FL 33178
For the following Project: Card Sound Toll Authority
Tolling System Upgrade Project
Monroe County, Florida ( "Project ")
Scope: The Scope of Work shall include, but not be limited to, all work shown and listed in the
Request for Proposal (RFP), the Design/Builders Technical Proposal and Bid Price Proposal. The
Design /Builder is required to provide a complete job as contemplated by the RFP, the Technical
Proposal, Bid Price Proposal, all drawings, specifications and submittals, which are a part of this
Agreement.
Oversight for Owner: Keith and Schnars
5835 Blue Lagoon Drive, Suite 303
Miami, FL 33126
The Owner and Design/Builder agree as set forth below.
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ARTICLE 1
The Contract Documents
The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary
and other Conditions), the Request for Proposals (RFP), the Design/Builders Technical Proposal, Bid
Price Proposal, Drawings, Specifications and Submittals, Insurance Requirements and Documents,
Milestone Schedule, Addenda issued prior to execution of this Agreement, other documents listed in this
Agreement and Modifications issued after execution of this Agreement. These form the Contract, and
are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract
represents the entire and integrated agreement between the parties hereto and supersedes prior
negotiations, representations or agreements, either written or oral.
ARTICIT I
The Work of this Contract
The Design/Builder shall execute the entire Work described in the Contract Documents, except to the
extent specifically indicated in the Contract Documents to be the responsibility of others, or as follows:
Scope of Work as specified in the Request for Proposal, the Design Build Firm's Technical Proposal and
Bid Price Proposal for this project and in Specification Section 00300. The contract constitutes the entire
and exclusive agreement between the Owner and the Design/Builder with reference to the Card Sound
Toll Authority Tolling System Upgrade Project.
ARTICLE 3
Date of Commencement and Substantial Completion
3.1 The date of commencement is the date from which the Contract Time of Paragraph 3.2 is
measured, and shall be the date of this Agreement, as first written above, unless a different date is stated
below or provision is made for the date to be fixed in a notice to proceed issued by the Owner as stated
in Section 00350, milestone schedule. Unless the date of commencement is established by a notice to
proceed issued by the Owner, the Design/Builder shall notify the Owner, in writing not less than five
days before commencing the Work.
The date of commencement shall be the date specified in the Notice to Proceed issued to the
Design/Builder.
3.2 The Design/Builder shall achieve Substantial Completion of the entire Work not later than
265 Days after the Date of Commencement, subject to adjustments of the Contract Time as provided by
the Contract Document.
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LIQUIDATED DAMAGES
Liquidated damages will be based on the Substantial Completion Date for all work, modified by all
approved extension in time as set forth by the Owner's signature of approval on the Certificate of
Substantial Completion. The liquidated damages table below shall be utilized to determine the amount
of liquidated damages.
The Design/Builder's recovery of damages and sole remedy for any delay caused by the Owner shall be
an extension of time on the Contract.
Balance of Page Intentionally Left Blank
2/09/2017 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND DESIGN /BUILDER 00500 -3
FIRST
SECOND
31 DAY &
CONTRACT AMOUNT
15 DAYS
15 DAYS
THEREAFTER
Under 50,000.00
$50.00/DAY
$100.00/DAY
$250.00/DAY
$50,000.00- $99,999.00
100.00/DAY
200.00/DAY
750.00/DAY
$100,000.00- 499,999.00
200.00/DAY
500.00/DAY
2,000.00/DAY
$500,000.0 and Up
500.00/DAY
1,000.00/DAY
3,500.00/DAY
The Design/Builder's recovery of damages and sole remedy for any delay caused by the Owner shall be
an extension of time on the Contract.
Balance of Page Intentionally Left Blank
2/09/2017 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND DESIGN /BUILDER 00500 -3
ARTICLE 4
Contract Sum
4.1 The owner shall pay the Design /Builder in current funds for the Design /Builder's performance of
the Contract, for the Card Sound Toll Authority Tolling System Upgrade Project the
Contract Sum of ONE MILLION SEVEN HUNDRED EIGHTY EIGHT THOUSAND
DOLLARS AND ZERO CENTS ($1,788,000.00), subject to additions and deductions as
provided in the Contract Documents.
4.2 The Contract Sum is based upon the following alternates, if any, which are described in the
Contract Documents and are hereby accepted by the Owner: None
4.3 Unit prices, if any, are as follows: None.
ARTICLE 5
Progress Payments
5.1 Based upon Applications for Payment submitted by the Design/Builder to the Owner, and upon
Project Applications and Certificates for Payment, the Owner shall make progress payments on account
of the Contract Sum to the Design/Builder as provided below and elsewhere in the Contract Documents.
5.2 The period covered by each Application for payment shall be one calendar month ending on the
last day of the month.
5.3 County shall pay pursuant to the Local Government Prompt Payment Act 218.70.
5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by the
Design /Builder in accordance with the Contract Documents. The Schedule of Values shall allocate the
entire Contract Sum among the various portions of the Work and be prepared in such form and
supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless
objected to by the Owner, shall be used as a basis for reviewing the Design/Builder's Applications for
Payment.
5.5 Applications for Payment shall indicate the percentage of completion of each portion of the
Work as of the end of the period covered by the Application for Payment.
5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall
be computed as follows:
5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by
multiplying the percentage completion of each portion of the Work by the share of the total Contract
Sum allocated to that portion of the Work in the Schedule of Values, less retainage of Ten percent
(10 %). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute
may be included in applications for Payment. The amount of credit to be allowed by the
Design /Builder to the Owner for a deletion or change which results in a net decrease in the Contract
Sum shall be actual net cost as confirmed by the Owner. When both additions and credits covering
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related Work or substitutions are involved in a change the allowance for overhead and profit sh G,18.a
figured on the basis of net increase, if any, with respect to that change.
5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered
and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved
in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage
of Ten percent (10 %):
5.6.3 Subtract the aggregate of previous payments made by the Owner; and
5.6.4 Subtract amounts, if any, for which the Owner has withheld or nullified a Certificate for Payment
as provided in Paragraph 9.5 of the General conditions.
5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further
modified under the following circumstances:
5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments
to Ninety percent (90 %) of the Contract Sum, less such amounts as the Owner recommends and
determines for incomplete Work and unsettled claims; and
5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the
Design /Builder, any additional amounts payable in accordance with Subparagraph 9.10.3 of the General
Conditions.
5.8 Reduction or limitation of retainage, if any, shall be as follows: None
ARTICLE 6
Final Payment
Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner
to the Design /Builder when (1) the Contract has been fully performed by the Design/Builder except for
the Design /Builder's responsibility to correct nonconforming Work as provided in Subparagraph 12.2.2
of the General Conditions and to satisfy other requirements, if any, which necessarily survive final
payment: and (2) a final Project Certificate for Payment has been issued by the Project Manager: such
final payment shall be made by the Owner not more than 20 days after the issuance of the final Project
Certificate for Payment.
ARTICLE 7
Miscellaneous Provisions
7.1 Where reference is made in this Agreement to a provision of the General Conditions or another
Contract Document, the reference refers to that provision as amended or supplemented by other
provisions of the Contract Documents.
7.2 Payments due and unpaid under the Contract shall bear interest pursuant to the Local
Government Prompt Payment Act 218.735
7.3 Temporary facilities and services:
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None.
7.4 Monroe County's performance and obligation to pay under this contract is contingent upon an
annual appropriation by the Board of County Commissioners.
7.5 Public Entities Crimes By signing this Agreement, Design /Builder represents that the execution
of this Agreement will not violate the Public Entities Crime Act (Section 287.133, Florida Statutes).
Violation of this section shall result in termination of this Agreement and recovery of all monies paid
hereto, and may result in debarment from County's competitive procurement activities.
In addition to the foregoing, Design/Builder further represents that there has been no
determination, based on an audit, that it or any subcontractor has committed an act defined by Section
287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with
committing an act defined as a "public entity crime" regardless of the amount of money involved or
whether Design/Builder has been placed on the convicted vendor list.
Design /Builder will promptly notify the County if it or any subcontractor is formally charged
with an act defined as a "public entity crime" or has been placed on the convicted vendor list. A person
or affiliate who has been placed on the convicted vendor list following a conviction for public entity
crime may not submit a bid on a contract to provide any goods or services to a public entity, may not
submit a bid on a contract with a public entity for the construction or repair of a public building or
public work, may not submit bids on leases of real property to public entity, may not be awarded or
perform work as Design/Builder, supplier, subcontractor, or consultant under a contract with any public
entity, and may not transact business with any public entity in excess of the threshold amount provided
in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on
the convicted vendor list.
7.6 The following items are part of this contract:
a) Maintenance of Records: Design /Builder shall maintain all books, records, and
documents directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Each party to this Agreement or their authorized
representatives, or the Federal Emergency Management Agency or its designee, shall have reasonable
and timely access to such records of each other party to this Agreement for public records purposes
during the term of the Agreement and for four years following the termination of this Agreement. If an
auditor employed by the County or Clerk determines that monies paid to Design /Builder pursuant to this
Agreement were spent for purposes not authorized by this Agreement, the Design/Builder shall repay
the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the
monies were paid to Design/Builder.
b) Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida applicable to contracts
made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County and Design/Builder agree that venue shall
lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida.
This Agreement shall not be subject to arbitration.
C) Severability: If any term, covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable to any
extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of
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this Agreement, shall not be affected thereby; and each remaining term, covenant, conditio G,18.a
provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law
unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement
would prevent the accomplishment of the original intent of this Agreement. The County and
Design /Builder agree to reform the Agreement to replace any stricken provision with a valid provision
that comes as close as possible to the intent of the stricken provision.
d) Attorney's Fees and Costs: The County and Design/Builder agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and court costs, as an award against the non - prevailing party, and shall include attorney's
fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant
to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the circuit court of Monroe County.
e) Binding Effect: The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the County and Design/Builder and their respective legal
representatives, successors, and assigns.
f) Authority: Each party represents and warrants to the other that the execution, delivery
and performance of this Agreement have been duly authorized by all necessary County and corporate
action, as required by law.
g) Claims for Federal or State Aid: Design/Builder and County agree that each shall be,
and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this
Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be
approved by each party prior to submission.
h) Nondiscrimination: County and Design/Builder agree that there will be no
discrimination against any person, and it is expressly understood that upon a determination by a court of
competent jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order. County or
Design /Builder agree to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil
Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national
origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The
Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on
the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended,
relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of
1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of
alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.),
as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans
with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which
prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination
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provisions in any Federal or state statutes which may apply to the parties to, or the subject matter o G,18.a
Agreement.
i) Covenant of No Interest: County and Design/Builder covenant that neither presently
has any interest, and shall not acquire any interest, which would conflict in any manner or degree with
its performance under this Agreement, and that only interest of each is to perform and receive benefits as
recited in this Agreement.
j) Code of Ethics: County agrees that officers and employees of the County recognize and
will be required to comply with the standards of conduct for public officers and employees as delineated
in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts;
doing business with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
k) No Solicitation/Payment: The County and Design/Builder warrant that, in respect to
itself, it has neither employed nor retained any company or person, other than a bona fide employee
working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any
person, company, corporation, individual, or firm, other than a bona fide employee working solely for it,
any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the
award or making of this Agreement. For the breach or violation of the provision, the Design/Builder
agrees that the County shall have the right to terminate this Agreement without liability and, at its
discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission,
percentage, gift, or consideration.
Public Records Compliance. Design/Builder must comply with Florida public records �
laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Design/Builder shall allow and permit reasonable access to, and
inspection of, all documents, records, papers, letters or other "public record" materials in its possession
or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by
the County and Design/Builder in conjunction with this contract and related to contract performance.
The County shall have the right to unilaterally cancel this contract upon violation of this provision by
the Design/Builder. Failure of the Design/Builder to abide by the terms of this provision shall be deemed
a material breach of this contract and the County may enforce the terms of this provision in the form of a
court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and LY
costs associated with that proceeding. This provision shall survive any termination or expiration of the
contract.
The Design/Builder is encouraged to consult with its advisors about Florida Public Records Law in
order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Design/Builder is c c
required to:
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(1) Keep and maintain public records that would be required by the County to perform the service.
(2) Upon receipt from the County's custodian of 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 E
does not exceed the cost provided in this chapter 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 Design /Builder 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 Design/Builder or keep and maintain public records that would be required by the
County to perform the service. If the Design/Builder transfers all public records to the County upon
completion of the contract, the Design /Builder shall destroy any duplicate public records that are exempt
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or confidential and exempt from public records disclosure requirements. If the Design /Builder kee G,18.a
maintains public records upon completion of the contract, the Design /Builder shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to the
County, upon request from the County's custodian of records, in a format that is compatible with the
information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made directly
to the County, but if the County does not possess the requested records, the County shall immediately
notify the Design/Builder of the request, and the Design /Builder must provide the records to the County
or allow the records to be inspected or copied within a reasonable time.
If the Design/Builder does not comply with the County's request for records, the County shall
enforce the public records contract provisions in accordance with the contract, notwithstanding the
County's option and right to unilaterally cancel this contract upon violation of this provision by the
Design /Builder. A Design/Builder who fails to provide the public records to the County or pursuant to a
valid public records request within a reasonable time may be subject to penalties under section 119. 10,
Florida Statutes.
The Design/Builder shall not transfer custody, release, alter, destroy or otherwise dispose of any
public records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE DESIGN /BUILDER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
DESIGN /BUILDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY-
BRIAN(a,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S
OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040.
m) Non - Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the County and the Design /Builder in this Agreement and the acquisition of
any commercial liability insurance coverage, self - insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage,
nor shall any contract entered into by the County be required to contain any provision for waiver.
n) Privileges and Immunities: All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules, pensions and relief, disability, workers' compensation, and
other benefits which apply to the activity of officers, agents, or employees of any public agents or
employees of the County, when performing their respective functions under this Agreement within the
territorial limits of the County shall apply to the same degree and extent to the performance of such
functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the
County.
o) Legal Obligations and Responsibilities: Non - Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity
from any obligation or responsibility imposed upon the entity by law except to the extent of actual and
timely performance thereof by any participating entity, in which case the performance may be offered in
satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be
construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to
the extent permitted by the Florida constitution, state statute, and case law.
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p) Non - Reliance by Non - Parties: No person or entity shall be entitled to rely up G,18.a
terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the County and the
Design /Builder agree that neither the County nor the Design /Builder or any agent, officer, or employee
of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual
or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate
and apart, inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
q) Attestations: Design/Builder agrees to execute such documents as the County may
reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free
Workplace Statement.
r) No Personal Liability: No covenant or agreement contained herein shall be deemed to
be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
S) Execution in Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.
t) Section Headings: Section headings have been inserted in this Agreement as a matter of
convenience of reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
u) Special Conditions, if any are detailed in Section 01000 of the Project Manual for this
Proj ect.
v) Hold Harmless and Indemnification: Notwithstanding any minimum insurance
requirements prescribed elsewhere in this agreement, the Design/Builder covenants and agrees that he UJ
shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and
employees harmless from and against (i) claims, actions or causes of action, (ii) litigation, administrative
proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death),
loss, damage, fine, penalty or business interruption, and (iii) costs or expenses that may be asserted
against, initiated with respect to, or sustained by the County and the COUNTY's elected and appointed c c
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 Design/Builder and persons employed or utilized by the indemnifying party in the
performance of the construction contract. The monetary limitation of liability under this contract shall be E
not less than $1 million per occurrence pursuant to F. S. 725.06. Insofar as the claims, actions, causes of
action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the
term of this Agreement, this section will survive the expiration of the term of this Agreement or any
earlier termination of this Agreement.
In the event the completion of the project (including the work of others) is delayed or suspended as a
result of the DesignBuilder's failure to purchase or maintain the required insurance, the Design/Builder
shall indemnify the County from any and all increased expenses resulting from such delay.
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The first ten dollars ($10.00) of remuneration paid to the Design/Builder is for the indemnifi G,18.a
provided for above.
The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within General Insurance Requirements Section 900.
w) Adjudication of Disputes or Disagreements: The Owner and Design/Builder agree that
all disputes and disagreement shall be attempted to be resolved by meet and confer sessions between
representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first
meet and confer session, the issue or issues shall be discussed at public meeting of the Board of County
Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any
party shall have the right to seek such relief or remedy as may be provided by this Agreement or by
Florida law. This provision does not negate or waive the provisions of Paragraph X concerning
cancellation.
x) Cancellation: In the event that the Design /Builder shall be found to be negligent in any
aspect of installation, stocking, maintenance, repair, or service, the County shall have the right to
terminate this agreement after five days written notification to the Design /Builder.
y) Cooperation: In the event any administrative or legal proceeding is instituted against
either party relating to the formation, execution, performance, or breach of this Agreement, County and
Design /Builder agree to participate, to the extent required by the other party, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this Agreement or
provision of the services under this Agreement. County and Design/Builder specifically agree that no
party to this Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
Z) Insurance: Prior to commencement of work the Design /Builder will provide satisfactory
evidence of insurance as required in Specification Section 00900 General Insurance Requirements for
Construction Contractors and Subcontractors. The Design /Builder shall name the Monroe County Board
cm
of County Commissioners, its employees and officials as "Additional Insured" on all policies except for
Worker's Compensation.
7.7 Ownership of the Project Documents: The documents prepared by the Design/Builder for this LY
Project belong to the County and may be reproduced and copied without acknowledgement or
permission of the Design/Builder.
7.8 Successors and Assigns: The Design/Builder shall not assign or subcontract its obligations under
this agreement, except in writing and with the prior written approval of the Board of County c c
Commissioners for Monroe County, which approval shall be subject to such conditions and provisions
as the Board may deem necessary. This paragraph shall be incorporated by reference into any
assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of
this Agreement. Subject to the provisions of the immediately preceding sentence, each party hereto E
binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns 5
and legal representatives of such other party.
7.9 No third Party Beneficiaries: Nothing contained herein shall create any relationship,
contractual or otherwise, with or any rights in favor of, any third party.
7.10 Americans with Disabilities Act of 1990 (ADA) -The DESIGNBUILDER will comply with
all the requirements as imposed by the ADA, the regulations of the Federal government issued
thereunder, and the assurance by the DESIGNBUILDER pursuant thereto.
2/09/2017 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND DESIGN /BUILDER 00500 -11
C.18.a
7.11 The Design /Builder agrees to utilize the U.S. Department of Homeland Security's E — Verify
system to verify the employment eligibility of all new employees hired by the Design/Builder during the
contract term. The Design/Builder will require all subcontractors to utilize the E — Verify system as
well.
ARTICLE 8
Termination or Suspension
8.1 The Contract may be terminated by the Owner or the Design/Builder as provided in Article 14 of
the General Conditions.
8.2 The Work may be suspended by the Owner as provided in Article 14 of the General Conditions.
ARTICLE 9
Enumeration of Contract Documents
9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are
enumerated as follows:
9.1.1 The Agreement is this executed Standard Form of Agreement between Owner and
Design /Builder.
9.1.2 The General Conditions are the General Conditions of the Contract for Construction.
9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Request for
Proposal and including but not limited to the Design/Builder's Technical Proposal, the
Design /Builder's Price Proposal, drawings, specifications and submittals.
9.1.4 The Addenda, if any, are as follows:
All bid documents, Request for Proposal and portions of Addenda relating to bidding
requirements are part of the Contract Documents.
9.1.5 Other documents, if any, forming part of the contract Documents are as follows:
See Article 1.
Balance of Page Left Intentionally Blank
2/09/2017 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND DESIGN /BUILDER 00500 -12
(9pej6dnw9;sAS Buillo_L pj!nq u6isea 11o_L punoS pied : 606Z) :DV3 - A 8 11eH ;OeJ;uO:D ea :;u
IN WITNESS VRIEREOF the parties hereto have executed this Agreement on the day and date first
written above in four (4) counterparts, each of which shall, without proof or accounting for the other
counterparts, be deemed an original contract.
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest; IN MADOK, Clerk OF MONROE COUNTY, FLORIDA
By: ........... ------------- .............. 13Y ....... _
Deputy Clerk Mayor
Date
END OF SECTION 00500
2/09/2017 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND DESIGN/BUILDER 00500-13