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06/17/2017 Agreement1 f 1 �/ Kevin Madok CPA Clerk of the Circuit Court & Comptroller — Monroe County, Florida DATE: June 23, 2017 TO: Breanne Erickson Engineering Services FROM: Pamela G. Hanco C. SUBJECT: June 21 st BOCC Meeting Enclosed is a duplicate original of eacli ol' the following for your Handling C7 Contract with General Asphalt Company, Inc. for construction of the Key Largo I Roadway and Drainage Improvements Project in the amount of $2,045,052.33. Motion carried unanimously. CIO Task Order with RS &H, Inc. for Construction Engineering and Inspection (CEI) services for the Stock Island I Roadway and Drainage Improvements project. This task order is being awarded under the RS &H, Inc. contract for CEI services for the Monroe County Roadway and Drainage Improvement Program in the maximum not to exceed amount of $232,705.24. C 11 Contract with Charley Toppino arid, Sons, hic. for construction of Stock Island I Roadway and Drainage Improvements project in the amount of $3,953,134.47. Sliould you Have any questions, please feel free to contact me at ext. 3130. Thank you. cc: County Attorney ►la eanail Finance via e- ri1ai1 File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 305- 294 -4641 305- 289 - 6027 305- 852 -7145 PK/ROTH BUILDING 50 High Point Road Plantation Key, Florida 33070 305 - 852 -7145 4 L1 Stock Island I Roadway and Drainage Improvements Project Section 00500 Standard Form of Agreement Between Owner and Contractor Where the basis ofpayment is a STIPULATED SUM AGREEMENT Made as of the 21 st day of June 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 Contractor: Charley Toppino and Sons, Inc. P.O. Box 787 Key West, Florida ( "Contractor ") For the following Project: Stock Island I Roadway and Drainage Improvements Project Key West Monroe County, Florida ( "Project ") Oversight for Owner: RS &H, Inc. 10748 Deerwood Park Blvd South Jacksonville, Florida 32256 Engineer: T.Y. Lin International /H.J. Ross. 201 Alhambra Circle, Suite 900 Coral Gables, Florida 33134 The Owner and Contractor agree as set forth below. 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project ARTICLE 1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Insurance Requirements and Documents, Milestone Schedule, Bid Documents and Contractor's Bid, 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. ARTICLE 2 The Work of this Contract The Contractor 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 is as specified in the Contract Documents, and shown on the Drawings and in the specifications. The contract constitutes the entire and exclusive agreement between the Owner and the Contractor with reference to the Stock Island I Roadway and Drainage Improvements 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 Contractor 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 Contractor. 3.2 The Contractor shall achieve Substantial Completion of the entire Work not later than 310 Days after the Date of Commencement, subject to adjustments of the Contract Time as provided by the Contract Document. LIQUIDATED DAMAGES 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project 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 Contractor'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 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 FIRST SECOND 31 St 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 Contractor'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 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project ARTICLE 4 Contract Sum 4.1 The owner shall pay the Contractor in current funds for the Contractor's performance of the Contract, for the Stock Island I Roadway and Drainage Improvements Proiect the Contract Sum of Three Million Nine Hundred Fifty Three Thousand One Hundred Thirty Four Dollars and Forty Seven Cents ($3,953,134.47), 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: As specified in Section 00110. ARTICLE 5 Progress Payments 5.1 Based upon Applications for Payment submitted by the Contractor 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 contractor 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 Contractor 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 Contractor'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 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project the Work, amounts not in dispute may be included in applications for Payment. The amount of credit to be allowed by the Contractor 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 related Work or substitutions are involved in a change the allowance for overhead and profit shall be 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 Contractor, 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 Contractor when (1) the Contract has been fully performed by the Contractor except for the Contractor'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 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project 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: 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, Contractor 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, Contractor 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 Contractor has been placed on the convicted vendor list. Contractor 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 contractor, 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: Contractor 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 Contractor pursuant to this Agreement were spent for purposes not authorized by 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to Contractor. 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 Contractor 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 this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and 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 Contractor 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 Contractor 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 Contractor 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: Contractor 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. 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project h) Nondiscrimination: County and Contractor 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 Contractor 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 provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. i) Covenant of No Interest: County and Contractor 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 Contractor 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 Contractor agrees that the County shall have the right to terminate 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project 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. 1) Public Records Compliance. Contractor 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 Contractor 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 Contractor 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 Contractor. Failure of the Contractor 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 costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor 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 Contractor is required to: (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 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 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 that would be 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 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 Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor 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 Contractor. A Contractor who fails to provide the public records to the County or pursuant 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The Contractor 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 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, 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 Contractor 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. P) Non - Reliance by Non - Parties: No person or entity shall be entitled to rely upon the 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 Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project 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: Contractor 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 Project. V) Hold Harmless and Indemnification: Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the Contractor covenants and agrees that he 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 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 indemnifying party in the performance of the construction contract. The monetary limitation of liability under this contract shall be 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 Contractor's failure to purchase or maintain the required insurance, the 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island 1 Roadway and Drainage Improvements Project Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification 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. In the event any claims are brought or actions are filed against the County with respect to the indemnity contained herein, the Contractor agrees to defend against any such claims or actions regardless of whether such claims or actions are rightfully or wrongfully brought or filed. The Contractor agrees that the County may select the attorneys to appear and defend such claims or actions on behalf of the County. The Contractor further agrees to pay at the Contractor's expense the attorneys' fees and costs incurred by those attorneys selected by the County to appear and defend such actions or claims on behalf of the County at both the trial and appellate levels. The County at its sole option, shall have the sole authority for the direction of the defense, and shall be the sole judge of the acceptability of any compromise or settlement of any claims or actions against the County. w) Adjudication of Disputes or Disagreements: The Owner and Contractor 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 Contractor 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 Contractor. 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 Contractor 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 Contractor 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 Contractor will provide satisfactory evidence of insurance as required in Specification Section 00900 General Insurance Requirements for Construction Contractors and Subcontractors. The Contractor shall name the Monroe County Board of County Commissioners, its employees and officials as "Additional Insured" on all policies except for Worker's Compensation. 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project 7.7 Ownership of the Project Documents: The documents prepared by the Contractor for this Project belong to the County and may be reproduced and copied without acknowledgement or permission of the Contractor. 7.8 Successors and Assigns: The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County 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 binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns 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 CONTRACTOR will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. 7.11 The Contractor agrees to utilize the U.S. Department og Homeland Security's E — Verify system to verify the employment eligibility of all new employees hired by the Contractor during the contract term. The Contractor 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 Contractor 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: See Article 1 9. 1.1 The Agreement is this executed Standard Form of Agreement between Owner and Contractor. 9.1.2 The General Conditions are the General Conditions of the Contract for Construction. 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR 00500 -5 Stock Island I Roadway and Drainage Improvements Project 9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated March, 2017 and are as follows: As listed in Table of Contents, Section 00001 of the Project Manual for this project. 9.1.4 The Specifications are those contained in the Project Manual dated as in Subparagraph 9.1.3, and are as follows: As listed in Table of Contents, Section 00001 of the Project Manual for this project. 9.1.5 The Drawings are as follows, and are dated on each individual drawing unless a different date is shown below• C) T.Y.Lin International Signed and Sealed Drawings z r -- Dated March 7, 2017 C)r- �E o r� x n 9.1.6 The Addenda, if any, are as follows: x. N w '*t � � _ Portions of Addenda relating to bidding requirements are not part of the Contract 6tumeZ unless the bidding requirements are also enumerated in this Article 9. r •• o D w - C13 CD 9.1.7 Other documents, if any, forming part of the contract Documents are as follows: Monroe County Bid Form in Section 00110. See Article 1. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date flrstRten above in four (4) counterparts, each of which shall, without proof or accounting for ie'other stterparts, be deemed an original contract. (SEAL)' S BOARD OF COUNTY COMMISSIONERS ;* ' attest: ')� IN MADOK, Clerk OF MONROE COUNTY, FLORIDA ` B . B Deputy Clerk Mayor Date 21, .10 l? `ea (REAI:.). • A`ttest BY. Title: CONTRACTOR Title: - �S� dF�U j MONRUE COUNTY ATTORNEY - APPROVED AS TO FORK 3/21/17 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ATTORNEY Date ACC>R °® CERTIFICATE OF LIABILITY INSURANCE F MI Dom) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 5/22/20 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marsh & McLennan Agency LLC PHONE 305- 591 -0090 n N : 212- 948 -5665 41st Street E -MAIL . certsmiami @mma- fl.com Suite 1100 INSURERS AFFORDING COVERAGE NAIC # Miami FL 33178 INSURERA:Travelers Indemnity Co of America 25666 CLAIMS -MADE 1X:1 OCCUR INSURED CHARLTOPPI INSURER B :Travelers Prop Casualty Co of Amer 25674 Charley Toppino & Sons Inc. INSURER C :Phoenix Insurance Company 25623 Monroe Concrete Products Inc. INSURER D :The Travelers Ind Co of Connecticut 25682 P.0 BOX 787 INSURER E: Key West FL 33041 INSURER F : 0 Y RIS COVERAGES rFRTIFICATF NIIMRFR• 992511104 RFVlslnu wlMCe�R• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMI D EXP MMIDD LIMITS A X COMMERCIAL GENERAL LIABILITY CO- 32021VI181 -17 5/19/2017 5/19/2018 EACH OCCURRENCE $2,000,000 CLAIMS -MADE 1X:1 OCCUR DAMA PREMISES GE TO Ea RENTED occurrence $300,000 MED EXP (Any one person) $5,000 0 Y RIS NAGEM NT PERSONAL & ADV INJURY $2,000,000 BY GEN'L AGGREGATE LIMIT APPLIES PER: `- -- GENERAL AGGREGATE $4,000,000 POLICY PRO- F LOC DATE PRODUCTS - COMP /OPAGG $2,000,000 YFA $ OTHER: WINK' D AUTOMOBILE LIABILITY 810- 3202M181 -17 5/19/2017 5/19/2018 MBINent SING $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY PROPERTY DAMAGE Per accident $ B X UMBRELLA LIAB OCCUR UP- 3,1657221 -17 5/19/2017 5/19/2018 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ N / A UB- 3202M181 -17 5/19/2017 5/19/2018 X PER OTH- STATUTE ER E EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYE 000,00 $1,0 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Monroe County Board of County Commissioners, its employees and officials, as Designated Organization, is an Additional Insured as respects General & Auto Liability. Umbrella follows form to the underlying policies as respects to Additional Insureds . All of the above is applicable when required by written contract subject to the terms, conditions and exclusions of the policy. S�oc tc_ Isla✓) e T 4400 -C1 ► CERTIFICATE HOLDER rANIrFI I ATInKI ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of County Commissioners (BOCC) THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton STreet ACCORDANCE WITH THE POLICY PROVISIONS. Key West FL 33040 AUTHORIZED REPRESENTATIVE ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 1 ' Stock Island I Roadway and Drainage ImproyementsProiect Bond No. 106731239 SECTION 00850 PUBLIC CONSTRUCTION BOND BY THIS BOND, We Charley Toppino & Sons, Inc. , as Principal and Travelers Casualty and Surety Company of America a corporation, as Surety, are bound,to Monroe County Board of County Commissioners ,herein called Owner, in Three Million Nine Hundred Fifty Three Thousand One Hundred the sum of $. Thirty Four and 47/100 for payment of which we bind ourselves, our heirs, personal representatives, successors, and assigns, jointly and severally. THE CONDITION OF THIS BOND is that if Principal: Performs the contract dated June 21st, 2 01 7 , 201'1, between Principal and Owner for construction of Stock Island I Roadway and Drainage Improvements Proiect Key West Monroe County, Florida 1. The contract being made a part of this bond by reference, at the times and in the manner prescribed in the contract; and 2. Promptly makes payments to all claimants, as defined in Section 255.05(1), Florida Statutes, supplying Principal with labor, materials, or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the contract; and 3. Pays Owner all losses, damages, expenses, costs, and attorney's fees, including appellate proceedings, that Owner sustains because of a default by Principal under the contract; and 4. Performs the guarantee of all work and materials furnished under the contract for the time specified in the contract, then this bond is void; otherwise it remains in full force. 5. Any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in Sec. 255.05(2) Florida Statues. 6. Any changes in or under the contract documents and compliance or noncompliance with any formalities connected with the contract or the changes does not affect Surety's obligation under this bond. Dated June 21 st, ' 2017. Charley Toppino & Sons, Inc. B y : (Name rincipal) , By_ (As This bond is given to comply with section 255.05 Florida Statutes, and any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in Section 255.05 (2). Florida Statutes in Fact)William L. Parker, Attorney in Fact & FL Res Agent Casualty and Surety Company of A merica (Name of Surety) END OF SECTION 00850 3/21/17 PUBLIC CONSTRUCTION BOND 60850 -1 WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER �A. POWER OF ATTORNEY `rRAV%ELERS J Farmington Casualty Company St. Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company Travelers Casualty and Surety Company Fidelity and Guaranty Insurance Underwriters, Inc. Travelers Casualty and Surety Company of America St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St. Paul Guardian Insurance Company Attorney -In Fact No. 230629 Certificate No. 006719208 KNOW ALL MEN BY THESE PRESENTS: That Farmington Casualty Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company are corporations duly organized under the laws of the State of Connecticut, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc., is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies "), and that the Companies do hereby make, constitute and appoint William L. Parker, Davor I. Mimica, Ileana M. Bauza, William Frederick Kleis, and Eduardo A. Menendez of the City of Miami State of Florida their true and lawful Attomey(s) -in -Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this day of March 2016 Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company 25th St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company GI.SUA�� JyF 0 .E ' 6 � 0.N MSG 'P-f NSU �. JP �tY ANC e , 0 �ORPORA CONN. m 41y1 AIN °_ State of Connecticut City of Hartford ss. By: '4 — Robert L. Raney, enior Vice President On this the 25th day of March 2016 , before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. ew *% In Witness Whereof, I hereunto set my hand and official seal. My Commission expires the 30th day of June, 2016. camA C . Marie C. Tetreault, Notary Public 58440 -8 -12 Printed in U.S.A. INVALID WITHOUT THE This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Comp ,r;T , Fideli+i and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 2 S t day of June ,0 1 . 7 4 Kevin E. Hughes, Assistant Sec tary G �. E1PE 6� ��N I//S• ..rY 1 XSUq '•.4 P TY 4 N0 suety Y ,�Na — � , h� 11� y 't 982' O 19� T[p m WftO ^ � f mi fW:ppRPOFATf'..p 5 ` y t a: e wtRMOH6� � S lNRtrORD. < 1896 ' ° CON 1 "' N. Cam+• B in � 6 g • - ............ To verify the authenticity of this Power of Attorney, call 1- 800 - 421 -3880 or contact us at www.travelersbond.com. Please refer to the Attorney -In -Fact number, the above -named individuals and the details of the bond to which the power is attached. THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER