Item C02'
CM
ounty of onroe
BOARD OF COUNTY COMMISSIONERS
Mayor Heather Carruthers, District 3
Mayor Pro Tem George Neugent, District 2
TheFloridaKeys
Danny L. Kolhage, District 1
David Rice, District 4
Sylvia J. Murphy, District 5
County Commission Meeting
July 20, 2016
Agenda Item Number: C.2
Agenda Item Summary #1702
BULK ITEM: DEPARTMENT:
Yes Engineering / Roads
TIME APPROXIMATE:STAFF CONTACT:
Debra London (305) 453-8754
n/a
AGENDA ITEM WORDING:
Approval of Change Order 2 to the construction contract with
Douglas N. Higgins, Inc for the Lake Surprise Estates (Key Largo) Roadway and Drainage
Improvements Project to incorporate sea level rise adaptation and to adjust some quantities to actual
vs "as bid" amounts for an additional cost of $397,468.43.
ITEM BACKGROUND:
The Lake Surprise Estates subdivision in Key Largo was identified by
the County's Asphalt Pavement Evaluation and Management program as an area of poor pavement
condition and requiring drainage improvements. The construction contract commenced in October
2015 and based on nuisance flooding data obtained subsequent to the commencement of
construction, staff determined that the project should be evaluated and adapted for sea level rise. The
BOCC concurred with the adaptation strategy in January and February 2016. This Change Order 2 is
a result of "as bid" to actual quantity adjustments, changes to specific affected bid items, additional
mobilization and an increase in contract time due to the redesign for sea level rise projections by the
Engineer of Record (EOR) at the County's request. The change order amount was negotiated down
from the original request of $461,725.32 to the final amount of $397,468.43; and adds 98 days to
the contract time.
PREVIOUS RELEVANT BOCC ACTION:
March 2013 - the BOCC approved a contract with Infrastructure Management Services (IMS) for
Asphalt Pavement and Management Services for county roads.
January 2014 - the BOCC approved the On Call contract for Professional Services between the
County and EAC Consulting, Inc.
May 2014 - the BOCC approved a task order with EAC Consulting for engineering design and
permitting services for Lake Surprise Estates (Key Largo) Roadway and Drainage Improvements
project in the amount of $250,429.57.
July 2015 - the BOCC approved the construction contract with Douglas N. Higgins, Inc for the Lake
Surprise Estates Roadway and Drainage Improvements project in the amount of $2,664,839.50.
July 2015 - the BOCC approved the Construction and Engineering Inspection (CEI) services task
order with RS&H for the Lake Surprise Estates Roadway and Drainage Improvements project in the
amount of $264,322.64.
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November 2015 - the Assistant County Administrator approved Change Order 1 to the Douglas N.
Higgins, Inc construction contract for the Lake Surprise Estates Roadway and Drainage
Improvements project in the amount of $70,818.85, which was required due to Engineer of Record
(EAC) correction of unit of measure and quantities of excavation and geogrid material bid items.
January 2016 - the BOCC approved Amendment 1 to the task order with EAC Consulting which
added $27,240 for field work and preliminary analysis to adapt the project for sea level rise
projections based on fall 2015 tidal data.
February 2016 - the BOCC approved Amendment 2 to the task order with EAC Consulting which
added $42,510 for modified design and revised construction drawings for the Lake Surprise Estates
(Key Largo) Roadway and Drainage Improvements project, which is in the construction phase.
CONTRACT/AGREEMENT CHANGES:
Change Order 2 increases contract by $397,468.43 and 98 days.
STAFF RECOMMENDATION:
Approval of Change Order 2 to construction contract.
DOCUMENTATION:
Lake Surprise CO 2 final
Lake Surprise CO 1. EXEC 11-6-15
Lake Surprise Contract - DN Higgins EXEC - 7-15-15
FINANCIAL IMPACT:
Effective Date: July 20, 2016
Expiration Date: October 4, 2016
Total Dollar Value of Contract: $3,133,126.78
Total Cost to County: $3,133,126.78
Current Year Portion: $2,500,000.00
Budgeted:
yes
Source of Funds: 304- Infrastructure Sales Tax
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: NO If yes, amount:
Grant:
NO
County Match
: N/A
Insurance Required:
yes
Additional Details: County Road Program
07/20/16 304-27000 · TRANSPORTATION PROJECTS $397,468.43
Road Improvement Program
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REVIEWED BY:
Judith Clarke Completed 06/27/2016 1:15 PM
Christine Limbert Completed 06/27/2016 2:22 PM
Budget and Finance Completed 06/28/2016 1:50 PM
Maria Slavik Completed 06/28/2016 1:52 PM
Kathy Peters Completed 06/28/2016 3:25 PM
Board of County Commissioners Pending 07/20/2016 9:00 AM
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Standard Form of Agreement
Between Owner and Contractor
;LIVIXLIFEWMWSJTE]QIRXMWE78-490%8)(791
AGREEMENT
Made as of the Fifteenth day of July in the year of Two Thousand and Fifteen.
BETWEEN
the Owner: Monroe County Board of County Commi
1100 Simonton Street
And the Contractor: Douglas N Higgins, Inc.
3390 Travis Pointe Road
Suite A
Ann Arbor, Michigan 48108
For the following Project: Lake Surprise Roadway and Drainage Improvement Project
Key Largo
Monroe County, Florida
Oversight for Owner: RS&H, Inc.
10748 Deerwood Park Blvd South
Jacksonville, Florida 32256
Engineer: EAC Consulting, Inc.
th
815 NW 57 Avenue, Suite 402
Miami, Florida 33126
The Owner and Contractor agree as set forth below.
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ARTICLE 1
The Contract Documents
The Contract Documents consist of this Agreement, Conditions of the Contract (General,
Supplementary and other Conditions), Drawings, Specifications, Insurance Requirements and
Documents, Milestone Sch
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
Lake Surprise Roadway and Drainage Improvement
and the Contractor with reference to the
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
365 Days
after the Date of Commencement, subject to adjustments of the Contract Time as
provided by the Contract Document.
0-59-(%8)((%1%+)7
Liquidated damages will be based on the Substantial Completion Date for all work, modified by
Certificate of Substantial Completion. The liquidated damages table below shall be utilized to
determine the amount of liquidated damages.
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st
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
be an extension of time on the Contract.
Balance of Page Intentionally Left Blank
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ARTICLE 4
Contract Sum
4.1
Lake Surprise Roadway and Drainage Improvement Project
the Contract, for the the
Two Million Six Hundred Sixty Four Thousand Eight Hundred
Contract Sum of
Thirty Nine DOLLARSand FiftyCENTS($2,664,839.50)
, , subject to additions and
deductions as provided in the Contract Documents.
4.2The 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
Applications for Payment.
5.5 Applications for Payment shall indicate the percentage of completion of each portion of
the Work as of the end of the period covered by the Application for Payment.
5.6 Subject to the provisions of the Contract Documents, the amount of each progress
payment shall be computed as follows:
5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as
determined by multiplying the percentage completion of each portion of the Work by the share
of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, less
retainage of Ten percent (10%). Pending final determination of cost to the Owner of changes in
the Work, amounts not in dispute may be included in applications for Payment. The amount of
credit to be allowed by the 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
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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
orrect nonconforming Work as provided in
Subparagraph 12.2.2 of the General Conditions and to satisfy other requirements, if any, which
necessarily survive final payment: and (2) a final Project Certificate for Payment has been issued
by the Project Manager: such final payment shall be made by the Owner not more than 20 days
after the issuance of the final Project Certificate for Payment.
ARTICLE 7
Miscellaneous Provisions
7.1 Where reference is made in this Agreement to a provision of the General Conditions or
another Contract Document, the reference refers to that provision as amended or supplemented
by other provisions of the Contract Documents.
7.2 Payments due and unpaid under the Contract shall bear interest pursuant to the Local
Government Prompt Payment Act 218.735
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7.3 Temporary facilities and services:
None.
7.4
upon an annual appropriation by the Board of County Commissioners.
Public Entities Crimes
7.5By 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 al
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
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
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:
Maintenance of Records:
a) 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
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.
Governing Law, Venue, Interpretation, Costs, and Fees
b) : 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
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shall lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida. This Agreement shall not be subject to arbitration.
Severability:
c) 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) 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
-prevailing party, and shall
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.
Binding Effect
e) : 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.
Authority:
f) 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.
Claims for Federal or State Aid:
g) 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.
Nondiscrimination:
h) 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,
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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.
Covenant of No Interest
i) : 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.
Code of Ethics
j) : 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,
compensation; misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
No Solicitation/Payment:
k) 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
this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise
recover, the full amount of such fee, commission, percentage, gift, or consideration.
Public Access:
l) The County and Contractor shall allow and permit reasonable
access to, and inspection of, all documents, papers, letters or other 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 Agreement; and the County shall have the
right to unilaterally cancel this Agreement upon violation of this provision by Contractor.
Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records
laws of the State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by Monroe County in order to perform the service.
(b) Provide the public with access to public records on the terms and conditions
that Monroe County would provide the records and at a cost that does not exceed
the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by
law.
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(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to
Monroe County all public records in possession of the contractor upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
All records stored electronically must be provided to Monroe County in a format
that is compatible with the information technology systems of Monroe
Non-Waiver of Immunity:
m) 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.
Privileges and Immunities:
n) All of the privileges and immunities from liability,
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.
Legal Obligations and Responsibilities:
o) 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.
Non-Reliance by Non-Parties:
p) 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
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.
Attestations:
q) 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.
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No Personal Liability:
r) 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.
Execution in Counterparts:
s) 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.
Section Headings:
t) 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.
Special Conditions
u) , if any are detailed in Section 01000 of the Project Manual
for this Project.
Hold Harmless and Indemnification:
v) Notwithstanding any minimum insurance
requirements prescribed elsewhere in this agreement, the Contractor covenants and agrees that he
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
he 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
ilure to purchase or maintain the required insurance, the
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
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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.
Adjudication of Disputes or Disagreements:
w) 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.
Cancellation:
x) 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.
Cooperation:
y) 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.
Insurance:
z) 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
Ownership of the Project Documents
7.7: 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.
Successors and Assigns:
7.8The 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.
No third Party Beneficiaries
7.9 : Nothing contained herein shall create any relationship,
contractual or otherwise, with or any rights in favor of, any third party.
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Americans with Disabilities Act of 1990 (ADA)
7.10 - 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.
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.
9.1.3The Supplementary and other Conditions of the Contract are those contained in the
Project Manual dated April 2015 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:
EAC Signed and Sealed April 10, 2015:
Sheets G-1.0 to G-18.0, SW-1.0 to SW-3.0, T-1.0- T-3.0,
RD-1.0 to RD-35.0, SP-1.0 to SP-19.0
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.
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