R2018-10 Marine Engineering Services ContractRESOLUTION 2018-10
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING A PROPOSAL FROM
SEA DIVERSIFIED, INC. FOR MARINE ENGINEERING SERVICES
RELATING TO IMPROVEMENTS AT THE ANCHORAGE PARK MARINA
AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
A CONTRACT FOR SUCH SERVICES; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, Village Administration solicited proposals for marine engineering services for
improvements to the Anchorage Park Marina (floating docks); and
WHEREAS, Village Administration recommended accepting the proposal submitted by
SEA Diversified, Inc.; and
WHEREAS, the Village Council determines that adoption of this Resolution accepting the
proposal from SEA Diversified, Inc. is in the best interests of the residents and citizens of the
Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM
BEACH, FLORIDA, as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves and accepts the proposal from SEA Diversified, Inc.
for marine engineering services for improvements to the Anchorage Park Marina at a total cost
of $24,850.00, with funds expended from Account No. K8028-66210 (Recreation — Construction
and Major Renovation). The Village Council further authorizes the Mayor and Village Cleric to
execute a Contract for such services, a copy of which is attached hereto and incorporated herein
by reference.
Section 3. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 8T' -'DAY OF FEBRUARY, 2018.
(Village Seal)
ATTEST:
VILLAGE CLERK
a"" � 0 G -J, -
<5 MAYOR
CONTRACT FOR MARINE ENGINEERING SERVICES
This Contract for Engineering Services is made as of the r5/ -rt day of,elX4(4!! , 2018 by
and between the VILLAGE OF NORTH PALM BEACH, municipal corporation organized and
existing under the laws of the State of Florida, hereinafter referred to as VILLAGE, and SEA
DIVERSIFIED, INC., a Florida corporation, hereinafter referred to as ENGINEER, whose Federal
I.D. No is 51-0501765.
WHEREAS, the VILLAGE is in need of marine engineering services for improvements to the
Anchorage Park Marina; and
WHEREAS, ENGINEER has provided the VILLAGE with a Proposal for such services and the
VILLAGE wishes to retain the services of ENGINEER.
NOW, THEREFORE, in consideration of the mutual representations and obligations herein
contained and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF ENGINEER.
ENGINEER shall perform such services as outlined in its Proposal ("Work") dated January 30,
2018, a copy of which is attached hereto and incorporated herein by reference. ENGINEER shall
perform the Work to that degree of care and skill ordinarily exercised, under similar circumstances,
by reputable members of its profession practicing in the same or similar locality at the time such
services are performed.
ARTICLE 2. TERM OF CONTRACT.
The term of this Contract shall commence upon the VILLAGE's issuance of a Notice to Proceed
and shall remain in effect until ENGINEER completes all services within the scope of this Contract
to the satisfaction of the VILLAGE, unless otherwise terminated in accordance with Article 9.
ARTICLE 3. COMPENSATION AND METHOD OF PAYMENT.
A. The VILLAGE agrees to compensate ENGINEER in accordance with ENGINEER's
Proposal in an amount not to exceed Twenty -Four Thousand Eight Hundred and Fifty Dollars and
No Cents ($24,850.00).
B. ENGINEER shall invoice the VILLAGE on a monthly basis based on the percentage of
work performed. Invoices received from ENGINEER pursuant to this Contract will be reviewed
and approved by the VILLAGE's representative, indicating that the Work has been provided and
rendered in conformity with the Contract and then will be sent to the Finance Department for
payment. ENGINEER will invoice the VILLAGE in advance for each payment period. Invoices
will normally be paid within thirty (30) days following the VILLAGE representative's approval.
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C. Work undertaken or expenses incurred that exceeds an amount set forth in the Proposal
without prior written authorization from the VILLAGE shall be the liability of the ENGINEER.
D. ENGINEER waives consequential or incidental damages for claims, disputes or other
matters in question arising out of or relating to this Contract.
E. In order for both parties herein to close their books and records, ENGINEER will clearly
state "final invoice" on ENGINEER's final/last billing to the VILLAGE. This certifies that all
Work has been properly performed and all charges have been invoiced to the VILLAGE. Since this
account will thereupon be closed, any and other further charges if not properly included in this final
invoice are waived by ENGINEER. The VILLAGE will not be liable for any invoice from
ENGINEER submitted thirty (30) days after the provision of the Work.
ARTICLE 4. INSURANCE.
A. During the performance of professional services under this Contract, ENGINEER shall
secure and maintain, at its own expense, the following insurance policies:
Professional liability insurance in an amount not less than one million dollars ($1,000,000)
per occurrence or claim.
2 Workers' compensation and employer's liability insurance for all employees engaged in
work pursuant to this Contract in accordance with Florida law.
3 Comprehensive general liability insurance with bodily injury limits of not less than one
million dollars ($1,000,000), combined single limit, per occurrence and with property
damage limits of not less than one million dollars ($1,000,000) combined single limit, per
occurrence.
4. Comprehensive automobile liability insurance for all owned, non -owned and hired
automobiles and other vehicles used by Engineer with a five hundred thousand dollar
($500,000) combined single limit for bodily injury and property damage liability per
occurrence.
B. All liability insurance, with the exception of professional liability, shall specifically provide
that the VILLAGE is an additional named insured with respect to the required coverages and the
operations of ENGINEER pursuant to this Contract.
C. All of the policies of insurance required to be purchased and maintained shall contain a
provision or endorsement that coverage afforded shall not be canceled, materially changed or
renewal refused until at least thirty (30) calendar days after written notice has been given to the
VILLAGE.
E. Neither ENGINEER nor any of ENGINEER's subcontractors or subconsultants shall
commence work under this Contract until all insurance coverage required by this section has been
obtained and certificates evidencing same are filed with the VILLAGE.
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ARTICLE 5. PERSONNEL.
A. ENGINEER represents that it has, or will secure at its own expense, all necessary personnel
required to perform the Work under this Contract. Such personnel shall not be employees of or
have any contractual relationship with the VILLAGE.
B. All of the Work required hereunder shall be performed by ENGINEER or under its
supervision, and all personnel engaged in performing the Work (including subcontractors) shall be
fully qualified and, if required, authorized or permitted under state and local law to perform such
Work.
C. All of ENGINEER's personnel (and all subcontractors) while on VILLAGE premises, will
comply with all applicable requirements governing conduct, safety, and security, provided,
however, that ENGINEER shall be solely responsible for initiating, maintaining and supervising all
safety precautions and programs in connection with the Work.
ARTICLE 6. INDEMNIFICATION.
A. To the fullest extent permitted by applicable laws and regulations, ENGINEER shall
indemnify and save harmless and defend the VILLAGE, its officials, agents, servants, and
employees from and against any and all claims, liability, losses, and/or causes of action arising out
of or in any way related to the services furnished by ENGINEER pursuant to this Contract,
including, but not limited to, those caused by or arising out of any act, omission, negligence or
default of the ENGINEER and/or its subcontractors, agents, servants or employees.
B. ENGINEER shall not be required to indemnify the VILLAGE, its officials, agents, servants
and employees when the occurrence results solely from the wrongful acts or omissions of the
VILLAGE, its officials, agents, servants and employees. The terms of this Section shall survive
completion of all services, obligations and duties provided for in this Contract as well as the
termination of this Agreement for any reason.
C. Nothing contained in this Contract shall create a contractual relationship with or a cause of
action in favor of a third party against either the VILLAGE or ENGINEER, nor shall this Contract
be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida
Statutes.
ARTICLE 7. INDEPENDENT CONTRACTOR.
ENGINEER is, and shall be, in the performance of services pursuant to this Contract, an
independent contractor and not an employee, agent or servant of the VILLAGE. All persons
engaged in any services performed pursuant to this Contract shall at all times, and in all places, be
subject to ENGINEER's sole discretion, supervision and control, and ENGINEER shall exercise
sole control over the means and manner in which its employees, consultants and subcontractors
perform such services.
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ARTICLE 8. OWNERSHIP OF INSTRUMENTS.
A. All instruments of professional services including, but not limited to, documents, records,
disks, original drawings, plans and specifications and other information created or procured by
ENGINEER for services performed pursuant to this Contract shall become the property of the
VILLAGE upon completion of the work or project for which the instrument was utilized and upon
payment by the VILLAGE.
B. ENGINEER may maintain copies of all such instruments for its records, provided, however,
that any material, product or patent paid for by the VILLAGE pursuant to this Contract shall be the
property of the VILLAGE and shall not be used by Engineer for profit without the prior written
consent of the VILLAGE.
C. The VILLAGE acknowledges that any re -use of instruments of professional services by the
VILLAGE, other than for the intended purpose without written verification and adaptation by
ENGINEER for such specific purpose, shall be at the sole risk of the VILLAGE without recourse to
ENGINEER.
ARTICLE 9. TERMINATION.
This Contract may be terminated by ENGINEER upon ten (10) days' prior written notice to the
VILLAGE's representative in the event of substantial failure by the VILLAGE to perform in
accordance with the terms of this Contract through no fault of ENGINEER. It may also be
terminated, in whole or in part, by the VILLAGE, with or without cause, upon ten (10) days'
written notice to the ENGINEER. Unless ENGINEER is in breach of this Contract, ENGINEER
shall be paid for Work rendered to the VILLAGE's satisfaction through the date of termination.
After receipt of a Termination Notice and except as otherwise directed by the VILLAGE,
ENGINEER shall:
A. Stop work on the date and to the extent specified;
B. Terminate and settle all orders and subcontracts relating to the performance of the
terminated work;
C. Transfer all work in progress, completed work, and other materials related to the terminated
work to the VILLAGE; and
D. Continue and complete all parts of the work that have not been terminated.
ARTICLE 10. SUCCESSORS AND ASSIGNS.
The VILLAGE and ENGINEER each binds itself and its partners, successors, executors,
administrators, and assigns to the other party of this Contract and to the partners, successors,
executors, administrators and assigns of such other party, in respect to all covenants of this Contract.
Except as above, neither the VILLAGE nor ENGINEER shall assign, sublet, convey or transfer its
interest in this Contract without the written consent of the other. Nothing herein shall be construed
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as creating any personal liability on the part of any officer or agent of the VILLAGE which may be
a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other
than the VILLAGE and ENGINEER.
ARTICLE 11. ACCESS AND AUDITS.
ENGINEER shall maintain adequate records to justify all charges, expenses, and costs incurred in
estimating and performing the Work for at least three (3) years after completion of this Contract.
The VILLAGE shall have access to such books, records, and documents as required in this
ARTICLE for the purpose of inspection or audit during normal business hours, at ENGINEER's
place of business. In no circumstances will ENGINEER be required to disclose any confidential or
proprietary information regarding its products and service costs.
ARTICLE 12. ENFORCEMENT COSTS.
If any legal action or other proceeding is brought for the enforcement of this Contract, or because of
an alleged dispute, breach, default or misrepresentation in connection with any provisions of this
Contract, the successful or prevailing party or parties shall be entitled to recover reasonable
attorney's fees, court costs and all expenses (including taxes) even if not taxable as court awarded
costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred
in that action or proceeding, in addition to any other relief to which such party or parties may be
entitled.
ARTICLE 13. NOTICE.
All notices required in this Contract shall be sent by certified mail, return receipt requested, and if
sent to the VILLAGE shall be mailed to:
Village of North Palm Beach
Attn: Andrew D. Lukasik, Village Manager
Village Hall
501 U.S. Highway One
North Palm Beach, FL 33408
and if sent to the ENGINEER shall be mailed to:
SEA Diversified, Inc.
Attn: William T. Sadler, Jr., President
151 N.W. 1St Avenue
Delray Beach, FL 33444
The foregoing names and addresses may be changed if such change is provided in writing to the
other party.
ARTICLE 14. ENTIRETY OF CONTRACTUAL AGREEMENT.
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The VILLAGE and ENGINEER agree that this Contract, including all documents referenced
herein, sets forth the entire agreement between the parties, and that there are no promises or
understandings other than those stated herein. None of the provisions, terms and conditions
contained in this Contract may be added to, modified, superseded or otherwise altered, except by
written instrument executed by the parties hereto.
ARTICLE 15. TERMINOLOGY AND CAPTIONS.
All pronouns, singular, plural, masculine, feminine or neuter, shall mean and include the person,
entity, firm or corporation to which they relate as the context may require. Wherever the context
may require, the singular shall mean and include the plural and the plural shall mean and include the
singular. The term "Contract" as used herein as well as the terms "herein" "hereof' "hereunder"
"hereinafter" and the like mean this Contract in its entirety and all exhibits, amendments and
addenda attached hereto and made a part hereof. The captions and paragraph headings are for
reference and convenience only and do not enter into or become a part of the context of this
Contract, nor shall such headings affect the meaning or interpretation of this Contract.
ARTICLE 16. PREPARATION.
This Contract shall not be construed more strongly against either party regardless of who was more
responsible for its preparation.
ARTICLE 17. MATERIALITY.
All provisions of the Contract shall be deemed material. In the event ENGINEER fails to comply
with any of the provisions contained in this Contract or exhibits, amendments and addenda attached
hereto, said failure shall be deemed a material breach of this Contract and VILLAGE may at its
option and without notice terminate this Contract.
ARTICLE 18. EXHIBITS AND CONTRACT DOCUMENTS.
All exhibits and other documents referred to in this Contract form an essential part of this Contract.
The exhibits and other documents, if not physically attached, should be treated as part of this
Contract and are incorporated herein by reference.
ARTICLE 19. LEGAL EFFECT.
This Contract shall not become binding and effective until approved by the Village Council of the
Village of North Palm Beach.
ARTICLE 20. SURVIVABILITY.
Any provision of this Contract which is of a continuing nature or imposes an obligation which
extends beyond the term of this Contract shall survive its expiration or earlier termination.
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ARTICLE 21. WAIVER OF SUBROGATION.
ENGINEER hereby waives any and all rights to Subrogation against the VILLAGE, its officers,
employees and agents for each required policy. When required by the insurer, or should a policy
condition not permit an insured to enter into a pre -loss agreement to waive subrogation without an
endorsement, then ENGINEER shall agree to notify the insurer and request the policy be endorsed
with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of
Subrogation requirement shall not apply to any policy, which a condition to the policy specifically
prohibits such an endorsement, or voids coverage should ENGINEER enter into such an agreement
on a pre -loss basis.
ARTICLE 22. REPRESENTATIONS/BINDING AUTHORITY.
The persons executing this Contract represent that they have the full power, authority and legal right
to execute and deliver this Contract and perform all of its obligations under this Contract.
ARTICLE 23. GOVERNING LAW, VENUE AND REMEDIES.
A. This Contract shall be governed by the laws of the State of Florida. Any and all legal action
necessary to enforce this Contract will be held in Palm Beach County.
B. No remedy herein conferred upon any party is intended to be exclusive of any other remedy,
and each and every such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No
single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any
other or further exercise thereof.
ARTICLE 24. FEDERAL AND STATE TAXES.
The VILLAGE is exempt from federal tax and state sales tax and use taxes. Upon request, the
VILLAGE shall provide an exemption certificate to ENGINEER. ENGINEER is not exempt from
paying sales tax to its suppliers for materials used to fulfill its obligations under this Contract, nor
shall ENGINEER be authorized to use the VILLAGE's tax exemption number in securing such
materials.
ARTICLE 25. INSPECTOR GENERAL
ENGINEER is aware that the Inspector General of Palm Beach County has the authority to
investigate and audit matters relating to the negotiation and performance of this Contract, and in
furtherance thereof, may demand and obtain records and testimony from ENGINEER and its
subcontractors. ENGINEER understands and agrees that in addition to all other remedies and
consequences provided by law, the failure of ENGINEER or its subcontractors to fully cooperate
with the Inspector General when requested may be deemed by the VILLAGE to be a material
breach of the Contract Documents justifying termination.
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ARTICLE 26. PUBLIC RECORDS.
IF THE ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE ENGINEER'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355;
NPBCLERK(?VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH
PALM BEACH, FL 33408.
In performing services pursuant to this Contract, ENGINEER shall comply with all relevant
provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes,
ENGINEER shall:
1. Keep and maintain public requires required by the VILLAGE to perform the service.
2. Upon request from the VILLAGE's custodian of public records, provide the VILLAGE
with a copy 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 Chapter 119, Florida
Statutes, 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 ENGINEER does not transfer
the records to the VILLAGE.
4. Upon completion of the Contract, transfer, at no cost, to the VILLAGE all public records in
possession of ENGINEER or keep and maintain public records required by the VILLAGE
to perform the services. If ENGINEER transfers all public records to the VILLAGE upon
completion of the Contract, ENGINEER shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If
ENGINEER keeps and maintains public records upon completion of the Contract,
ENGINEER shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the VILLAGE, upon request from the VILLAGE's
custodian of public records, in a format that is compatible with the information technology
systems of the VILLAGE.
[Remainder of page intentionally blank — signatures on next page]
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IN WITNESS WHEREOF, the VILLAGE and ENGINEER hereto have made and executed this
Contract as of the day and year first above written.
ENGINEER:
BY:
Print Name: 1E, k/L
Title: g "
VILLAGE OF NORTH PALM BEACH
BY:
DARRYL C. BREY
MAYOR
ATTEST:
BY:
MELISSA TEAL,
VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
BY:
VILLAGE ATTORNEY
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