2000-062 Agreement w/Sub-Aqueous for Dredging• RESOLUTION 62-2000
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE 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 1; 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 1.
Section 2. The Mayor and Village 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 Norih Palm Beach, Florida.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 12th DAY OF OCTOBER, 2000.
(Village Seal)
MAYOR
• ATTEST: i C~f~
VILLAGE CLERK
n
U
EXHIBIT "A"
See complete agreement in contract drawer
•
EJCDC
STANDARD FORM 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 called OWNER) and Subaqueous Services, Inc.
(hereinafter called CONTRACTOR).
OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows:
ARTICLE 1 -WORK
1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally
described as follows:
Work of this proposed Contract is generally described as the dredging of soils and other materials from the Notch Palm
Beach Waterway and numerous forger canals and lakes off the waterway within the Village of North Palm Beach. The work
wil I 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 or only a part is generally described
as follows:
Village of Noah Palm Beach -Canal Dredging
ARTICLE3-ENGINEER
3.01 The Project has been designed by:
LBFH, Inc.,
Palm City and West Palm Beach offices.
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 of the Work
in accordance with the Contract Documents.
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Vill. OfNPB-Canals 98-0291 Aug 00 00500-1 Agreement Form
ARTICLE 4 -CONTRACT TIMES
4.01 Time oj(he Essence
A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for fmal payment as stated
e Contract Documents are of the essence of the Contract.
4.02 Dates jot Substantial Completion and Final Payment
A. The Work will be substantially complete on or before June 30, 2001 and completed and ready for fmal payment in
accordance with paragraph 14.07 of the General Conditions on or before August 3l, 2001.
4.03 Liquidated Damages
A. CONTRACTOR and OWNER recognize that time is of the essence of this Agreement and that OWNER will suffer
financial loss 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, expense, and difficulties
involved in proving in a legal or arbitration proceeding the actual loss suffered by OWNER if 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 as a penalty), CONTRACTOR shall pay OWNER S 500.00 for each day that expires after the time specified in
paragraph 4.02 for Substantial Completion until the Work is substantially complete. After 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 for each day that expires after the time specified in
pazagraph 4.02 for completion and readiness for fmal payment until the Work is completed and ready for fmal payment.
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Vill. OCNPB-Canals 98-0291 Aug 00 00500.2 Agreement Form
ARTICLE 5 -CONTRACT PRICE
5.01 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an
amount in curtent funds equal to the sum of the amounts determined pursuant to paragraphs S.O1.A below:
• For all Work, a Lump Sum of:
Four hundred fifty one thousand eight hundred sixty four and 28/100 (5451,864.28)
(use words) (fg~e)
All specific cash allowances are included in the above price and have been computed in accordance with paragraph
11.02 of the General Conditions.
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Vill. Of NPB-Canals 98-0291 Aug lx) e0500-3 Agament Fofm
ARTICLE 6 -PAYMENT PROCEDURES
6.01 Submiaa( and Processing of Payments
A. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Condmotu.
A~tions for Payment will be processed by ENGINEER as provided in the General Conditions.
6. Progress Payments; Retainage
A. CONTRACTOR shall submit to OWNER Application for Payment , on the form provided, on or the 20~ day of each
month during performance of the Work as provided in paregraphs 6.02A.1 and 6.02A.2 below. All such payments will be
measured by the schedule of values established in paragraph 2.07.A of the General Conditions (and in the care of Unit Price
Work based on the number of units completed) or, in the event there is no schedule of values, as provided in the General
Requ'veroents. ENGINEER will review the Applications For Payment and make recommendation to OWNER
1. 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 proviously made and less such amounts as ENGINEER
may determine or OWNER may withhold, in accordance with paragraph 14.02 of the General Conditions:
a 90 % of Work completed (with the balance being reainage). If the Work has beta SO% completed as
determined by ENGINEER, amd if the character and progress of the Work have been satisfactory to OWNER and
ENGINEER, OWNER, on recommendation of ENGINEER, may determine that as long as the charncter and progress
of the Worl: remain satisfactory to them, there will be no retainage on account of Work subsequently completed, in
which case the remaining progress paymenu prior to Substantial Completion will be in an amount equal to ] 00% of
the Work compleed 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 rotainage)
2. Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total payments to
CONTRACTOR to 90 % of the Work complUed, less such amounts as ENGINEER shall determine in accordance with
paragraph 14.02.B.5 of the General Conditions and less 10 % of ENGINEER's estimate of the value of Work to be
completed or corrected as shown on the tentative list of items to be completed or corrected atrached to the certificau of
Substantial Completion.
6.03 Finol Payment
A. Upon fmal completion and acceptance of the Work in accordance with paragraph 14.07 of the General Conditions,
OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said paragraph 14.07.
ARTICLE 7 -INTEREST
7.01 All moneys not paid when due as provided m Article 14 of the General Conditions shall bear interest at the maximum
rate allowed by law at the place of the Project
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Vill. Of NFB-Canals 98-0291 Au8 00 OOSOW Agreement Form
ARTICLE 6 -CONTRACTOR'S REPRESENTATIONS
8.0I in order to induce OWNER to ants into this Ageement CONTRACTOR makes the following representations:
A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related data ident~ed in
the Bidding Documenu.
CONTRACTOR haz visited the Site and become familiar with end is satisfied az to the general, local, and Siu
conditions that may affect cost, progess, and performance of the Work.
C. CONTRACTOR is familiar with and is satisfied az to all federal, stau, and local haws and Regulations that may affect
cost, progess, and performance of the Work.
D. CONTRACTOR has carefully studied all: (1) reports of explotatiotu and tests of subsurface conditions at or
contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or
contiguous to the Site (except Undergound Facilities) which have beat identified in the Supplementary Conditions az provided
in paragraph 4.02 of the Genera] Conditions.
E. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all additional or
supplemeerd` examinations, investigations, exploratioos, lists, studies, and data concerning conditions (surface, subsurface, and
Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate
to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR,
including aPP1Yin8 the speck means, methods, techniques, sequences, and prceedures of construction, if any, expressly
requ'ved by the Contract Documenu to be employed by CONTRACTOR and safety precautioas and programs incident thereto
F. CONTRAC?OR does not consider that any further examinations, investigations, explorations, lists, studies, or data are
necessary for the performance of the Work at the Contras Price, within the Contras Times, and in accordance with the other
terms and conditions of the Contract Documenu.
G. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Siu that relates
to the Work az indicated in the Contras Documents.
H. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained
from visiu [o the Site, reports and drawings identified in the Contract Doauents and all additional examinations,
investigations, explorations, usu, studies, and data with the Contras Documenu.
I. CONTRACTOR has given ENGINEER written notice of all eonfliss, errors, ambiguities, or discrepancies that
CONTRACTOR has discovered in the Contras Documrnu, and fire writtat resolution thereof by ENGINEER is acceptable to
CONTRACTOR
1. The Contras Documenu are generally sufficient to indicau and convey understanding of all terms and wnditions for
performance and famishing of the Work.
r~
L J
Vill. OtNPBGnals 98-0291 Aug 00 00500.5
Agreement Fonn
ARTICLE 9 -CONTRACT DOCUMENTS
9.01 Contents
A. The Contract Documents consist of the following:
•1. This Agreement (pages 1 to 8 s inclusive), dated AUR• 2000;
2. Performance Bond (pages 00610-1 to 00610.2, inclusive), dated Au¢. 2000;
3. Payment Bond (pages 00620-1 to 00620.3, inclusive), dated AUR• 2000;
4. Other Bonds (pages00630-1 to 00630.2, inclusive), dated Autt. 2000;
a. Bid Bond (pages 00411-1 to 00411-2, inclusive), dated Aut;. 2000;
b.
(pages to inclusive), dated
5. General Condirions (pages 00700.1 to 0000-45, inclusive), dated Ault. 2000;
6. Supplementary Conditions (pages 00800.) to 00800-8, inclusive), dated AU¢. 2000;
7. Specifications as listed in the table of contents of the Project Manual, dated AUIt. 2000;
8. Drawings consisting of a cover sheet and sheets numbered _ through _, inclusive, with each sheet bearing
the following general title: Village of North Palm Beach Canal DredAinR, dated Au>;ust 2000
9. Addenda (numbers _ to _, inclusive), dated
] 0. Exhbits to this Agreement (rntunerated as follows), dated ,
a. Notice to Proceed (pages 00920-1, inclusive), dated ,
b. CONTRACTOR'S Bid (pages 00300-1 to 00300fi, inclusive), dated AuA. 2000;
c. Documentation submitted by CONTRACTOR prior to Notice of Award (pages 00450.(A}l-2 to 00450-8}
1, inclusive), dated Dec. 1999;
d. Notice of Award (pages 00910.1 to 00910.2, inclusive), dated Au¢. 2000;
11. The following which may be delivered or issued o0 or after the Effective Date of the Agreement and are not
attached hereto:
a. Written Amendments;
b. Work Change Directives;
c. Change Order(s).
B. The documents listed in paragraph 9.O1.A are attached to this Agreemrnt (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 amrnded, modified, or supplemrnted as provided in paragraph 3.05 of the
~eneral Conditions.
Vill. Of NPBLenils 98-0291 Aug 00 00500-6 Apeement Fam
ARTICLE ]0 -MISCELLANEOUS
0.01 Terms
~rms used in this Agreement will have the meanings indicated in the General Conditions.
10.0_" ~SSignmenl oJContract
A. No assignment by a party hereto of any rights under or interests mslthebuow't~thouttltmitat on, moneys that mpay ybecoma
Hithout the written consent of the party sought to be bound; and, spec' y
iue and moneys that are due may not be assigned without such cottsent (except to the extent that the effect of this restriction may
ae limited by law), and unless specifically stated to the contrary in any written consent to aD asstgttment, no assignment will
release or discharge the assignor from any duty or responsbility under the Contract Documents.
] O.Oi Successors and Assigns
A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal representadves to the other
pam~ hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations
contained in the Contract Documents.
10.04 Severa6iliry
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 provisions shall continue to be valid and binding upon OWNER end 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 Provirioru
A. If any dispute arises between the Contractor and Owner and such dispute results in mediation or litigation, the
prevailing parry shall be entitled to reasonable attorney's fees and eU costs of mediation or litigation, both et trial and at the
appellate level, from the non-prevailing party.
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VIII.OfNPBCanils 96-0291 Aug 00 00500.7 Agreement Form
IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in triplicate. One counterpart each has
been delivered to OWNER and CONTRACTOR and ENGINEER All portions of the Contract Doctnnents have been sigted or
identified by OWNER and CONTRACTOR or on thew behalf.
~greement will be effective on QC~. Z.T,~which is the Effeaivc Date of the Agreement).
OWNER:
Villaee of~lorQOPalm Sea
B.
/A~/ [CORPORA /~q,,,,~/~
es ,Q ~- /~ ash f.LLI~ C~
9 ,Y
Address for giving notices:
CONTRACTOR: SUBAQUDO[IS SERVICES, INC
501 U.S. Highway One
Palm Beach. FL 33408
(If OWNER is a corporation, attach evidence of authority
to sign. If OWNER is a public body, attach evidence of
authority to sign and resolution or other documents
authoriang execution of OWNER-CONTRACTOR
Agreement.)
Designated Representative:
Name: /p
Title1~l.E~E~ra.Q/J~F~~L/~i !~
Address: ~ 1,, ,~' /~jQss~O~~~y ~,{
/(~,er.~ ~-dlnt~Ee3~~ ~G
Fort Lauderdale, FL 33314
License No.
(Where applicable)
Agent for service of process:
OWISV K. SIAAN
4201 Kean Road
Fort Lauderdale, FL 33314
(If CONTRACTOR is a corporation or a partnership, attach
evidence of authority to sign.)
Desigoated Representative:
Name: ~~ W YOULVG
Title: Vice-President
Address: 4201 Kean Road
Fort Lauderdale, FL 33314
Phone: _ lp 9/_ ~~l~p
Facsimile:
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Phone: (954) 581-2810
Facsimile: (954) 584-7072
Vill. Of NPB-Canals 98-0291 Aug 00 OOSOo-8 Agrament Fwm
4201 Kean Road