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2003-041 Agrmnt w/Subaqueous for Phase 2 Canal DredgingRESOLUTION 41-2003 C~ A RESOLUTION OF THE VILLAGE COUNCIL OF THE V ILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO ENTER INTO A STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE WITH SUBAQUEOUS SERVICES, INC. ATTACHED AS EXHIBIT "A", WHICH AGREEMENT IS FOR THE PURPOSE OF SECURING DREDGING SERVICES FOR THE NORTH PALM BEACH CANAL DREDGING PROJECT -PHASE 2; AND, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the standard form of agreement between owner and contractor on the basis of a stipulated price with Subaqueous Services, Inc., attached as Exhibit "A", which agreement is for the purpose of securing dredging services for the North Palm Beach Canal Dredging Project -Phase 2. Section 2. The Mayor and V illage Clerk are hereby authorized and directed to execute the agreement with Subaqueous Services, Inc. set forth in Exhibit "A" for and on behalf of the Village of North Palm Beach, Florida. Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 14th DAY OF AUGUST, 2003. nwn„ ~,, ~(Jik 1~.~'/ ''~,, <y ..e. ,~ V I l~lagv i~'E(31i~ ~~°'~ ~ MAYOR • ATTEST: VILLAGE CLERK ~ EXHIBIT "A" C~ VILLAGE OF NORTH PALM BEACH PHASE II CANAL DREDGING CONTRACT EDITION MANUAL JULY 2003 Complete text ofthis document may be found in the contract file in the Village Clerk's office. • F: EJCDC • STANDARD PORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE THIS AGREEMENT is by and between _ Village of North Palm Beach (hereinafter cal led O WNER) and Subaoueous Services. Inc (hereinafter called CONTRACTOR). O WNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree az follows: ARTICLE 1 -WORK l.Ol CONTRACTOR shall complete all Work az specified or indicated in the Contract Documents. The Work is generally described az follows: Work of this proposed Contract is generally described az the dredging of soils and other materials Crom eight finger canals that connect to Lakc Worth within the Village of North Palm Beaclt. The work will also consist of the disposal of the dredge material in a manner consistent with local, State and Federal regulations. ARTICLE 2 -THE PROJECT 2.01 The Project for which the Work under the Contract Documents may be the whole of only a part is generally described az follows: Village oCNotth Palm Beach -Phase II -Canal Dredging ARTICLE 3 -ENGINEER ' 3.01 The Project has been designed by Eazt Bay Group, LLC 400 Clematis Street, Ste. 209 West Palm Beach, FL 33401 Who is hereinafter called ENGINEER and who is to act •as OWNER's representative, assume all duties and responsibilities, and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with the completion o(the Work in accordance with the Contract Documents. • 00500-I Agreement Forth ARTICLE 4 -CONTRACT TIMES '; ; r:_ °~;, _' 4.01 Time ojrhe Essence A. All time limits Cor Milestones, if any, Substantial Completion, and completion and readiness for feral payment az .tared in the Contract Documents are oC the essence of the Contract. 4.02 Dares jor Subsrantia! Completion and Final Payment A. The Woik will be substantially completed on or before October 24 .2003 and completed and ready for final payment in accordance with paragraph 14.07 of the General Conditioaz on or before November 21 .2003 4.03 Liquidated Damages A. CONTRACTOR and OWNER recognize that time is oC the essence of this Agreement and that OWNER will suffer financial lass if the Work is not completed within the times specified in paragraph 4.02 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. The parties also recognize the delays, experrse, and di(Iiculties involved in proving in a legal or arbitration proceeding the actual loss suffered by OWNER iC the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not az a penalty), CONTRACTOR shall pay OWNER $500.00 for each day that expires aRcr the time specificd in paragraph 4.02 for Substantial Completion until the Work is substantially complete. ARer Substantial Completion, if CONTRACTOR shall neglect, refuse, or fail to complete the remaining Work within the Contract Time or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNERS 500.00 Cor each day that expires after the time specificd in pamgraph 4.02 for completion and readiness for final payment until the Work is completed and ready for final payment. ARTICLE 5 - CONTRACT PR[CE 5.01 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum othee amounts determined pursuant to paragraphs S.OI.A, below: A. For al( Work other than Unit Price Work, a Lump Sum of: One hundred eiehty three thousand dollars and no cents. {$ 183.000.001 (use words) (flute) All specific cash allowances arc included in the above price and have been computed in accordance with paragraph 11.02 of the General Conditions. ARTICLE 6 -PAYMENT PROCEDURES 6.01 Submittal and Processing ojPayments A. CONTRACTOR shall submit Applications for Payment in accordantc with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions. 6.02 ProgressPayrnents; Retainage I. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts az ENGINEER may determine or OWNL•R may withhold, in accordantc with paragraph 14.02 of the General • Conditions: a. 90% of Work cotpleted (with the balance being retainage). If the Work has been SO% completed az detcrtined by ENGINEER, and if the character and progress of the Work have been satisfactory to OWNER 00500-2 Agreement Form and ENGINEER, OWNEA, on recommendation of ENGINEER, may determine that az long az the character " and progress of the Work remain satisfactory to than, there will be no retainage on account of Work subsequently completed, in which case the remaining progress payments prior to Substantial Completidn will • be in an amount equal to 100% of the Work completed less the aggregate of payments previously made; and b. 80% of cost of materials and equipment not incorporated in the Work (with the balance being retainage). 2. Upon Substantial Completion, OWNER shall pay an amount sufficient to increaze tool payments to CONTRACTOR to 90% of the Work completed, less such amounts az ENGINEER shall determine in accordance with paragraph 14.02.B.5 of the General Conditions and less 100% of ENGINEER'S estimate of the value of Work to be completed or corrected az shown on the tentative list oC items to be completed or corrected attached to the certificate oCSubstantial Completion. 6.03 Finer! Poymen! A. Upon final completion and acceptance oC the Work in accordance with paragraph 14.07 of the General Conditions, OWNER shall pay the remainder oC the Contract Price az recommended by ENGINEER az provided in said paragraph 14.07. ARTICLE 7 - WTEREST 7.01 All moneys not paid whin due az provided in Article 14 of the General Conditions shall bear interest at the maximum rate allowed by law at dte place of dte Project. ARTICLE8-CONTRACTOR'S REPRESENTATIONS 8.O1 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations: A. CONTRACTOR has examined and carefully studied the Contract Documents and the, other related data identified in the Bidding Documents. B. CONTRACTOR has visited the Site and become familiar with and is satisfied az to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. CONTRACTOR is familiar with and is satisfied az to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. D. CONTRACTOR has obtained and carefully studied (or azsumes responsibility for having done so) all additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site which may allect cost, progress, or performance of the Work or which relate to any aspect oC the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR, including applying the specific means, methods, techniques, sequences, and procedures of construction, if any, expressly requued by the Contract Documents to be employed by CONTRACTOR, and safety precautions and programs incident thereto E. CONTRACTOR dots not consider that any further examinations, investigations, explorations, tests, studies, or data arc necessary for the performance oC the Work at the Contract Price, within the Contract Times, and in accordance with the outer terms and conditions of the Contract Documents. F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents. • G. CONTRACTOR has corelated the information known to CONTRACTOR, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. 00500-3 Agreement Form _y- ~ _ ' r 4) H. CONTRACTOR has givrn ENGINEER written notice of afl conflict's; eirors; ambiguities, or ' es that `` CONTRACTOR has discovered in the Contras Documents, and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR • I. Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and Cumishing of the Work. ARTICLE 9 -CONTRACT DOCUMENTS 9.01 Canrenu A. The Contract Documents consist of the following: I., This Agreement (pages 1 to 6, inclusive); dated Autntst 2003 2. Performance Bond (pages 00610-1 to 00610-2, inclusive); dated 3. Payment Bond (pages 00620-I to 00620-3, inclusive); dated 4. Other Bonds (pages 00630-1 to 00630-2, inclusive); ?. Bid Bond (pages 00410-1 to 00410-2, inclusive); b. (pages _ to _, inclusive);. S. General Conditions (pages I to 44, inclusive); dated 1990 Edition: 6. Supplementary Conditioru (pages 00800-I to 00800 inclusive); 7. Specitcations as listed in the table of contents of the Project Manual; dated _ Julv 2003 8. Drawings wnsisting of a cover sheet and sheets numbered.l through 15 . inclusive, with each sheet bearing the following general title: Village of North Palm Beach Phase II -Canal Dredgingtdated July 2002; 9. Addenda (numbers N/A to _, inclusive); 10. Exhibits to this Agreement (enumerated as follows): a. Notice to Proceed (pages 00920-1 to 00920.1, inclusive); b. CONTRACTOR'S Bid.(pages 00300-1 to 00300-5, inclusive); dated August 5, 2003. c. Notice to Award (pages 1 to ] inclusive), dated August 5.2003 I I. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not auachcd hereto: a. Written Amendments; b. Work Change Directives; c. Change Order(s). • 00500-4 Agreement Forth .'f B. The documents listed in paragraph 9.O(A are attached to this Agreement (except as expressly noted otherwise above). ~• C. There are no Contract Documents other than those listed above in this Article 9. D. The Contract Documents may only be amended, modified, or supplemented as provided in paragraph 3.05 of the Genera( Conditions. ARTICLE 10 -MISCELLANEOUS 10.01 Termt A. Terms used in this Agreement will have the meanings indicated in the General Conditions. 10.02 Assignment ojConrracr A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the ellect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor Crom any duty or responsibility under the Contract Documents. I• 10.03 Successors and Assigns A. OWNER and CONTRACTOR each binds itself, its parmcrs, succcssors, assigns, and legal rcpresentatives to the other parry hereto, its partners, succcssors, assigns, and Icgal represcntatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 10.04 Severabiliry A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisioat shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 10.05 Other Provisions A. If any dispute arises between the Contractor and Owner and such dispute results in mediation or litigation, the prevailing party shall be entitled to reasonable attorney's fees and all costs of mediation or litigation, both at trial and at the appellate level, from the non-prevailing party. 00500-5 Agreement Form 1 J r~ i . ra.';:: ..• ;F'+ IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate. One counterpart wch has been delivered to OWNER and CONTRACFOR. All portions of the Contras Documents have been signed or identified by OWNER and CON'112ACT'OR or. on their behalf Phis Agreement will be effective on,~f, p1~ (which is the Effective Date of the Agreement). ~t ,i ., OWNER: ~'; .,',, CONTRACTOR: VillaeeofNorth Palm Beach ~ ~ f "~ \ Suba eou 'o c. • Hy.~ By. /. - Vt t.n - M ~ ~•- / • . [CORPORATES ptte Ad ess for giving notices: Attest ~~~V V V V ' Address for giving notices: The Village ofNorth Palm Beach 501 U.S. Hiehway One North Palm Heach FL 33408 (IC OWNER is a corporation, attach evidence oC authority to sign. ItOWNER is a public body, attach evidence oC authority to sign and resolution or other documents authorizing execution of OWNER-CONTRACTOR Agreement) Designated Representative: Name: Kristine Frazell. P.E Title: Village Public Services Director Address: 501 U.S. Hiehwav One North Palm Desch PL 33405 Phone:SGl-691-3440 Facsimile: 561-626-5869 OOS00-6 Subaoueous Services. Inc. 4201 Kean Road Fort Lauderdale FL 33314 License No. (Where applicable) Agent for service of process; (ICCONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) Designated Representative: . Name: Lance W. Youne Title: Vice President Address: 4201 Kean Road fort Lauderdale. FL 33408 Phone: 954-581-2810 Facsimi le:954-584-4050 Agreement Form ,:'j'