Item C11BOARD OF COUNTY COMMISSIONERS
C ounty of M onroe A(I Mayor George Neugent, District 2
T he Fl orida Keys 4� �� m Mayor Pro Tem David Rice, District 4
l Danny L. Kolhage, District I
„ Y
„; ° W Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
June 21, 2017
Agenda Item Number: C.11
Agenda Item Summary #3025
BULK ITEM: Yes DEPARTMENT: Engineering / Roads
TIME APPROXIMATE: STAFF CONTACT: Clark Briggs (305) 295 -4306
n/a
AGENDA ITEM WORDING: Approval to award bid and approve a contract with Charley
Toppino and Sons, Inc. for construction of Stock Island I Roadway and Drainage Improvements
project in the amount of $3,953,134.47.
ITEM BACKGROUND: The Stock Island I Roadway and Drainage Improvements Project was
advertised for bids on March 27, 2017. Two bids were received on May 11, 2017 with Charley
Toppino and Sons, Inc. being the lowest responsible bidder. The roadways in the Stock Island I
Roadway and Drainage Improvements Project have been identified by the County's Asphalt
Pavement Evaluation and Management Program as an area of poor pavement condition and
requiring drainage improvement. The project design takes into consideration sea level rise
projections based on 2015 tidal data.
PREVIOUS RELEVANT BOCC ACTION:
In March 2013 the BOCC approved a contract with Infrastructure Management Services (IMS) for
Asphalt Pavement and Management Services to analyze and prioritize county subdivisions for
roadway improvement work.
In February 2015 the BOCC approved a contract with T.Y. Lin International /H.J. Ross for
engineering design and permitting services for the Stock Island I Roadway and Drainage
Improvement project.
In May 2015 the BOCC approved a continuing services contract with RS &H for construction
engineering and inspection (CEI) services for the Monroe County Roadway and Drainage
Improvement program.
CONTRACT /AGREEMENT CHANGES:
New
STAFF RECOMMENDATION: Award of bid and approval of contract.
DOCUMENTATION:
Contract Toppino's (2)
FINANCIAL IMPACT:
Effective Date: 6/21/17
Expiration Date: 310 days after notice to proceed
Total Dollar Value of Contract: $3,953,134.47
Total Cost to County: $3,953,134.47
Current Year Portion: $2,000,000.00
Budgeted: Yes
Source of Funds: 304 infrastructure sales tax
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing:
Grant:
County Match:
Insurance Required: Yes
Additional Details:
If yes, amount:
06/21/17 304 -27000 - TRANSPORTATION PROJECTS
$3,953,134.47
REVIEWED BY:
Judith Clarke
Completed
05/24/2017 1:37 PM
Christine Limbert
Completed
05/24/2017 5:07 PM
Budget and Finance
Completed
05/25/2017 9:39 AM
Maria Slavik
Completed
05/25/2017 9:47 AM
Kathy Peters
Completed
05/26/2017 12:18 PM
Board of County Commissioners
Pending
06/21/2017 9:00 AM
Stock i st nd I Roadway and L7ra�n��e_Ina�rrcavciaz�r �'gt cc
Section 00500
Standard Form of Agreement
Between Owner and Contractor
Where the basis ofpayment is a STIPULATED SUM
AGREEMENT
Made as of the 21 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.
Stoc Island d Roadway nand Dra i Vc [tatp novernews V 1 tgjcct
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
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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 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
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Stook [ slaand I_Ro dis v and Drainage lm �,1'aa�lcgl
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 1 Roadway and Drainage - Iml2rovements Project the
Contract Sum of Three Million Nine Hundred Fifty Three Thousand One Hundred
Thirty Four Dollars and Fortt 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
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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
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1.
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
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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.
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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
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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
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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 (RM0NROECOUNTY- 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
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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
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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.
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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.
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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:
T.Y.Lin International Signed and Sealed Drawings
Dated March 7, 2017
9.1.6 The Addenda, if any, are as follows:
Portions of Addenda relating to bidding requirements are not part of the Contract Documents
unless the bidding requirements are also enumerated in this Article 9.
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
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)
Attest: KEVIN MADOK, Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Mayor
CONTRACTOR
B -.k
Date