R25-134 RESOLUTION NO. R25-134
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, AWARDING INVITATION TO BID NO. PWE25-026B
5 FOR THE BOYNTON BEACH OYER PARK FIRE BOAT UFT PROJECT,
6 ALSO KNOWN AS BOATING SAFETY PROGRAM PH II, TO SEASIDE
7 MARINE CONTRACTORS, AND APPROVING AN AGREEMENT WITH
8 SEASIDE MARINE CONTRACTORS IN THE AMOUNT OF $178,017.50,
9 PLUS A 10% CONTINGENCY OF $17,801.75 FOR A TOTAL NOT TO
10 EXCEED $195,819.25; AND FOR ALL OTHER PURPOSES.
11
12 WHEREAS, the Boynton Beach Boating Safety Project is supported by a grant from the
13 Florida Inland Navigation District ("FIND"), which provides $109,150, representing 50% of the total
14 project cost. This initiative builds upon Phase One, planning, funded by FIND, and supports Phase
15 Two, implementation; and
I6 WHEREAS, the project scope includes the installation of new boat lifts at the existing dock,
17 along with associated demolition, structural enhancements, electrical work, and other related
18 tasks. The City's Fire Department has recently secured funding to purchase a 28-foot Marine
19 Rescue Boat, which requires a permanent mooring location. Similarly, the Police Department
20 operates a comparable vessel, with mooring costs covered by the City. Installing these lifts will
21 reduce long-term mooring expenses and significantly improve emergency response times for
22 both public safety departments; and
23 WHEREAS, on March 3, 2025, the City published an Invitation to Bid ("ITB") No. PWE25-
24 026B for the Boynton Beach Oyer Park Fire Boat Lift Project, also known as Boating Safety Program
25 PH II. As a result, the City received two bid submissions when the ITB closed on April 24, 2025.
26 After review by the Procurement Division and the Public Works Department, Seaside Marine
27 Contractors ("Contractor") was deemed the lowest responsive and responsible bid submission;
28 and
29 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
30 best interests of the City's citizens and residents to award ITB No. PWE25-026B for the Boynton
31 Beach Oyer Park Fire Boat Lift Project, also known as Boating Safety Program PH II, to Seaside
32 Marine Contractors, and approve an Agreement with Seaside Marine Contractors in the amount
33 of $178,017.50, plus a 10% contingency of $17,801.75 for a total not to exceed $195,819.25
34 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
35 BEACH, FLORIDA, THAT:
36 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
37 being true and correct and are hereby made a specific part of this Resolution upon adoption.
38 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
39 award ITB No. PWE25-026B for the Boynton Beach Oyer Park Fire Boat Lift Project, also known as
40 Boating Safety Program PH II, to Seaside Marine Contractors.
41 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby
42 approve an Agreement between Seaside Marine Contractors and the City for ITB No. PWE25-026B
43 for the Boynton Beach Oyer Park Fire Boat Lift Project, also known as Boating Safety Program PH
44 II in the amount of $178,017.50, plus a 10% contingency of $17,801.75 for a total not to exceed
45 $195,819.25 (the "Agreement"), in form and substance similar to that attached as Exhibit A.
46 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby
47 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any
48 ancillary documents required under the Agreement or necessary to accomplish the purposes of
49 the Agreement and this Resolution, including any term extensions as provided in the Agreement,
50 provided such documents do not modify the financial terms or material terms.
51 SECTION 5. The City Clerk shall retain the fully executed Agreement as a public record
52 of the City. A copy of the fully executed Agreement shall be provided to Rhonda Kaplan to forward
53 to the Contractor.
54 SECTION 6. This Resolution shall take effect in accordance with the law.
55
56
57 [SIGNATURES ON THE FOLLOWING PAGE]
58
%14
rati59 PASSED AND ADOPTED this �0day of 2025.
60 CITY OF BOYNTON BEACH, FLORIDA
61 YES NO
62 Mayor- Rebecca Shelton
63 f�
64 Vice Mayor-Woodrow L. Hay
65
66 Commissioner-Angela Cruz
67 f
68 Commissioner-Thomas Turkin
69 V
70 Commissioner-Aimee Kelley
71
72 OTE 0
175 73 A
74 / Ilk-
.
.1 1 .
76 Mayle: D• esus, MPA, , C Rebecca Shelton
77 City Cle, Mayor
78 _ .�......
�,<�pY.NT.. ,,6 I. APPROVED AS TO FORM:
79
80 (Corporate Seal) gt.. ° 4,..
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81 SEAL ';
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH
AND
SEASIDE MARINE CONSTRUCTION, LLC.
FOR
OYER PARK FIRE BOAT LIFT INSTALLATION PROJECT
This Construction Contract (the "Agreement") is entered into by and between the City of
Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a
business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as
"City," and Seaside Marine Construction, LLC., a Florida Limited Liability Company authorized to
do business in the State of Florida, with a business address of 555 W. Ocean Avenue, Boynton
Beach, Florida 33426 hereinafter referred to as the "Contractor," (each a "Party" and collectively
the "Parties").
WHEREAS, the City of Boynton Beach's Public Works Engineering Department identified
a significant need for the installation of a new Fire Department Boat Lift at Oyer Park; and
WHEREAS, on March 4, 2025, the Purchasing Division issued an Invitation to Bid PWE25-
026B —Oyer Park— Fire Boat Lifts Installation Project (the "ITB") for the Fire Boat Lift Installation
Project (the "Project"); and
WHEREAS, Contractor responded to the ITB by submitting its Bid dated April 22, 2025
(the "Bid"); and
WHEREAS, the City has selected the Contractor to perform construction services related
to the Project; and,
WHEREAS, at its meeting of m4,4 , , by Resolution No. Rs-13y ,
the City Commission approved this award to the Contractor and authorized the proper City
officials to execute this Agreement.
NOW, THEREFORE, City and Contractor, in consideration of the mutual covenants
hereinafter set forth, agree as follows:
Article 1. ZCOPE OF WORK.
The Contractor shall furnish all construction services necessary for the complete and proper
construction of the Project, if not expressly indicated or called for in the Contract Documents (as
defined in Article 10 below), and includes all labor, equipment, machinery, tools, materials,
manufactured articles, supplies, documents, permits, traffic control, transportation, security, and
other services and incidentals, including fuel, power, light, water, sanitary facilities, temporary
facilities, and essential communications, and the costs of bonds, insurance, permitting, taxes
warranties, general conditions, overhead and miscellaneous costs or expenses, necessary to
construct the Project as described in the ITB and shown in the Contract Drawings and described
in the technical specifications for the Project, and to fulfill Contractor's obligations under this
Agreement as described in the Scope of Work detailed in the ITB (collectively the "Project" or the
"Work").
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Article 2. CONSULTANT.
Shall mean the City of Boynton Beach, who has designed the Project and will assume all duties
and responsibilities and will have the rights and authority assigned to the Consultant in connection
with the completion of the Work in accordance with the Contract Documents.
Article 3. CONTRACT TIME, TERMINATION, LIQUIDATED DAMAGES.
3.1 Contract Time. Time is of the essence for this Agreement. The Contractor shall proceed
with the Work and conform to the Project Schedule attached as Exhibit A. Work shall
commence on the date Notice to Proceed is issued by the City and be fully completed in
accordance with the General Conditions, with such extensions of time as are provided in
the General Conditions (the "Contract Time"). The Work will be substantially completed
within Ninety (90) calendar days from the issuance of Notice to Proceed when the Contract
Time commences to run as provided in Paragraph 2.3 of the General Conditions and
completed and ready for final inspection and payment in accordance with Paragraph 14.9
of the General Conditions within One Hundred Twenty (120) calendar days from the date
of Substantial Completion (the "Contract Time").
3.2 Termination for Convenience. This Agreement may be terminated in whole or in part by
City for convenience, without cause, upon providing seven (7) business days' written
notice to Contractor for such termination in accordance with Paragraph 15.3 of the
General Conditions. Upon such termination, the Contract Price earned to the date of
termination shall be paid to the Contractor, but the Contractor waives any claim for
damages, including loss of profits, arising out of or related to the early termination.
Contractor may not recover overhead or profit for Work not performed. Those Agreement
provisions that, by their nature, survive final payment shall remain in full force and effect.
3.3 Termination for Cause. In addition to all other remedies available to City, this Agreement
shall be subject to cancellation by City for cause, should Contractor neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein
contained or as set forth in Paragraph 15.2 of the General Conditions, if such neglect or
failure shall continue for thirty (30) days after receipt by Contractor of written notice of such
neglect or failure. If Contractor abandons this Agreement or causes it to be terminated,
Contractor shall indemnify City against loss pertaining to this termination.
If the City terminates this Agreement for cause, the Contractor shall not be relieved from
any of its obligations under the Contract Documents and shall not be entitled to receive
any further payment until the City's costs to complete the Work are determined. In no
event shall the Contractor receive any payment for Work finished by the City.
The City shall determine its costs incurred in completing the Work, including fees and
charges to contractors, fees of engineers/architects, attorney and other professional fees,
court costs, and other damages incurred by the City. The City shall not be required to
obtain the lowest price for the Work to be performed, but the costs paid by the City must
be reasonable. If the Contract Price exceeds the City's costs to finish the Work, the City
shall retain the excess. If the City's costs exceed the unpaid balance, the Contractor shall
pay the difference to the City. This obligation for payment shall survive the termination of
this Agreement and final payment.
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If the Contractor's Surety is directed or agrees to complete the Work, all payments due
after termination shall be made to the Surety until the Work is complete and/or the Contract
price has been expended. The Surety shall then be responsible for all of the obligations
and duties of the Contractor under the Contract Documents and shall be bound by the
conditions of the Contract Documents, this Agreement, and the Bond to fulfill all
obligations of the Contract Documents for the Contract Price in effect as of termination.
The Surety may not assign those obligations without the City's written consent. The Surety
shall be responsible for paying all costs relating to the Contractor's termination. Contractor
and its Surety shall be jointly and severally liable for all costs over the Contract Price for
completion of the Work and Liquidated Damages.
If, upon termination for cause, it is determined that the Contractor was not in default, the
rights and obligations of the Parties shall be as if the notice of termination had been issued
for the City's convenience.
3.4 Contractor Obligations Upon Termination. Upon receipt of written notice from City of
termination, Contractor shall: (i) cease operations as directed by City in the notice; (ii)take
actions necessary, or that City may direct for the protection and preservation of the Work;
(iii) except for Work directed to be performed before the effective date of termination stated
in the notice, and if directed by City, terminate all existing subcontracts and purchase
orders and enter into no further subcontracts and purchase orders; and (iv) turn over all
marked up Construction Drawings and record set documents showing progress to date.
The City may assume and become liable at its sole discretion for obligations,
commitments, and unsettled contractual claims that the Contractor has previously
undertaken or incurred in good faith in connection with said project. City shall reimburse
Contractor for any unpaid and earned project cost as of the termination date, less
damages or setoffs applicable under the Contract Documents. The Contractor shall, as a
condition of receiving the payments referred to herein, execute and deliver all such papers
and take all such steps, including the legal assignment of its contractual rights, as the City
may require for fully vesting in it the rights and benefits of the Contractor under such
obligations or commitments.
3.5 Liquidated Damages. The City and Contractor recognize and acknowledge that time is
of the essence for the Contractor's performance of this Agreement and that the City will
suffer financial loss if the Work is not completed within the times specified in Paragraph
3.1 above, plus any extensions thereof allowed in accordance with Article 12 of the
General Conditions.
The Contractor shall pay the City $500.00 Dollars ($500) per calendar day for each day
or part of a day after scheduled substantial completion, as specified in Paragraph 3.1 that
Substantial Completion is not achieved 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 the
City, Contractor shall pay City Two Hundred Fifty Dollars ($250.00) per calendar day for
each day or part of a day that final completion is not achieved after the time specified in
Paragraph 3.1 for final completion and readiness for final payment (the "Liquidated
Damages").
The Contractor further acknowledges that the City is entitled to deduct any Liquidated
Damages to which the City is entitled from the final payment to the Contractor. If the
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amount of Liquidated Damages due to the City exceeds the final payment amount, the
Contractor shall pay the difference to the City. This obligation for payment shall survive
the expiration or termination of this Agreement and final payment. The City does not waive
any rights or other remedies under this Agreement by collecting Liquidated Damages.
Liquidated Damages will continue to be charged in the event of the Contractor's default
and continuation of the Work by City or Surety.
The Parties agree that the amounts established in this section are not penalties but are
Liquidated Damages to the City for its inability to obtain full beneficial occupancy and/or
use of the Project. Liquidated Damages are hereby fixed and agreed upon between the
Parties based on (1) mutual recognition of the impossibility of precisely ascertaining the
amount of damages that the City will sustain as a consequence of the Contractor's failure
to obtain Substantial Completion, Final Completion, or both timely; and (2) both Parties'
desire to obviate any question or dispute concerning the amount of said damages and the
cost and effect of the failure of Contractor to achieve Substantial Completion, Final
Completion, or both, on time. These Liquidated Damages shall apply separately to each
portion of the Project for which a deadline for Substantial Completion, Final Completion,
or both is given. Liquidated Damages do not address costs incurred by the City or
Consultant in having the Consultant administer the construction of the Project beyond the
deadlines for Substantial Completion, Final Completion, or both. The Contractor is
separately responsible to the City for the actual costs referenced above, pursuant to Article
13.
Article 4. CONTRACT PRICE.
The City agrees to pay the Contractor for the completion of all Work and the Project, and the
Contractor will accept, as full compensation for the completion of the Work, a total sum as follows:
Based on the Contract Price(s) shown in the Bid Form submitted to the City as may have been
subsequently negotiated and as stated herein, a copy of such Bid Form attached hereto as
Exhibit B, the aggregate amount of this Agreement (obtained from either the lump sum price, the
application of unit prices to the quantities shown in the Bid Form or the combination of both) not
to exceed: One Hundred Seventy Eight Thousand, Seventeen Dollars and Fifty Cents
($178,017.50) (the "Contract Price"), subject only to adjustment as provided in the General
Conditions.
Contingency Funds. All contingency sums are the City's contingency and remain the City's
property until the expense is approved. The Contract Price shall not include any contingency
amounts. If this Agreement or schedule of bid prices includes an agreed sum as a contingency,
such amount is identified solely for budget purposes and remains the City's funds. The City may
approve the use of contingency funds only to defray expenses due to unforeseen conditions, extra
work, and circumstances relating to construction, unless otherwise agreed. Such contingency
funds are not for use by the Contractor to cover shortfalls in the Contractor's bid amount, nor for
use by the City to increase the scope of work.
Contractor shall obtain prior written approval from the City before the expenditure of contingency
funds, and Contractor will be required to furnish documentation evidencing expenditures charged
to contingency and/or allowances before the release of such funds by the City. All uncommitted
contingency funds remain the funds of the City.
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Contingency. City and Contractor agree that the Project budget shall include City's contingency,
which shall be utilized as outlined above. The Contingency shall be 10% or$17,801.75 to account
for any unforeseen conditions only approved by the City Manager.
Article 5. PAYMENT PROCEDURES.
The Contractor shall submit Applications for Payment in accordance with Article 14 of the
General Conditions. The City will process Applications for Payment as provided in the General
Conditions.
5.1 Progress Payments.
A. The Contractor may submit an Application for Payment as recommended by the
Consultant for Work completed at intervals of no more than once a month. All progress
payments will be based on the progress of Work measured by the schedule of values
established in Paragraph 2.9.1 of the General Conditions and, in the case 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 Requirements. The Schedule of Values must be
reviewed and approved by the City before the first Application for Payment is submitted
B. Before Substantial Completion, progress payments will be made in an amount equal
to 95% of the Work completed, but, in each case, less the aggregate of payments
previously made and less such amounts as the Consultant shall determine, or the City
may withhold, in accordance with Paragraph 14.5 of the General Conditions.
C. Contractor shall submit with each Application for Payment, an updated progress
schedule acceptable to the City and a Warranty of Title/Release of Liens relative to
the Work that is the subject of the Application. Each Application for Payment shall be
submitted to the City for approval. The City shall pay the Contractor within thirty (30)
calendar days after approval by the City of the Contractor's Application for Payment
and submission of an acceptable updated progress schedule.
5.2 Withheld Payments. The City may withhold, in whole or in part, payment to such
extent as may be necessary to protect itself from loss if:
a. Defective Work or material is not remedied.
b. Claims filed or reasonable evidence indicating probable filing of claims by other
parties against Contractor.
c. The Contractor fails to properly pay subcontractors for materials or labor or
vendors and manufacturers for equipment, supplies, and materials.
d. Damage to the City or another Contractor that remains unresolved.
e. Reasonable evidence that the Work cannot be completed for the unpaid balance
of the Contract Price.
f. Reasonable evidence that the Work cannot be completed within the schedule.
g. Repeated failures to carry out the Work in accordance with the Contract
Documents.
h. The Contractor is in default of any condition of this Agreement.
i. The Contractor fails to submit information required by this Agreement.
j. Lapse of Contractor's insurance coverage.
k. Claims filed or reasonable evidence indicating public filing of claims by the City or
third parties against the Contractor.
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I. The City has the right to claim Liquidated Damages or costs incurred by the City
for extended construction administration.
m. Failure of Contractor to provide any document(s) required by the Contract
Documents.
When the above grounds are removed or resolved, or the Contractor provides a
Performance Bond, Surety Bond, or consent of Surety satisfactory to the City, which will
protect the City in the amount withheld, payment may be made in whole or in part.
5.3 Retainage. All retainage shall be withheld in accordance with Florida law, including
but not limited to Sections 255.077 and 255.078, Fla. Stat. The City shall withhold
retainage of five percent (5%) of all monies earned by the Contractor from each progress
payment paid to the Contractor until Final Completion of the Work (defined as that point
at which the Contractor has performed one hundred percent(100%) of the Work) has been
reached and acceptance by City.
Within 30 calendar days after reaching the earlier of substantial completion or beneficial
occupancy, the City and the Contractor will inspect the Work and develop a punch list
covering those items required to render complete, satisfactory, and acceptable Work. The
punch list will include a schedule of values that provides the estimated cost to complete
each item on the punch list. If the City and Contractor cannot agree on an item or value,
the City has final discretion on whether to include an item and the amount for valuation of
the cost to complete each item on the punch list.
Within twenty (20) business days after the creation of the final punch list, the City shall
pay the Contractor the remaining contract balance, including any retainage, less one
hundred fifty percent(150%) of the amount listed in the final punch as the cost to complete
the punch list items. Upon final acceptance for an item or all items, the 150 percent
withheld for each item will be released with the final payment. For projects valued at $10
million or more, the 30 calendar days may be extended to 45 calendar days.
If the City has grounds under Florida law to continue to retain all or a portion of the
requested retainage, the City may continue to hold all retainage. If the Work is not on
schedule when the request for payment of retainage is submitted, the City may continue
to hold all retainage and charge the Contractor all applicable Liquidated Damages
authorized by Article 3 above.
5.4 Final Payment. Upon completion of all requirements for substantial completion
and final completion and acceptance of the Work in accordance with Paragraph 14.10 of
the General Conditions, the City shall pay the remainder of the Contract Price and release
any retainage, as recommended by the Consultant as provided in Paragraph 14.10. The
Contractor acknowledges that final payment shall not be made until the City receives a
consent of Surety. Additionally, before final payment, the Contractor shall submit a final
waiver and release of lien, as well as final releases from all suppliers and subcontractors
who worked on the Project. The making and acceptance of the final payment shall
constitute a waiver and release of all claims by the Contractor, except those previously
made in writing and still unsettled. If the Contractor fails to submit all documents required
for final payment within one (1) year after final completion, any amounts owed as final
payment shall be forfeited. The City shall provide written notice to the Contractor at least
sixty (60) days before forfeiture. Forfeiture will not apply to documents that are the subject
of existing claims or pending legal proceedings.
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5.5 Local Government Prompt Payment Act. All payments shall be governed by the
Local Government Prompt Payment Act, as outlined in Part VII, Chapter 218, Fla. Stat.
5.6 Payment Where Public Construction Bond Required. If this Agreement
requires the Contractor to provide a Public Construction Bond of Performance and
Payment Bonds, no payment shall be made by the City to the Contractor until the
Contractor has provided the City with a certified copy of the Bond(s) evidencing that said
Bond(s) have been recorded with the Clerk of the Courts in the Public Records of Palm
Beach County, in accordance with Section 255.05, Fla. Stat.
Article 6. BONDS.
The Contractor shall provide bonds in accordance with Article 5 of the General Conditions.
6.1 Performance Bond. In accordance with the provisions of Section 255.05, Fla.
Stat., and as required by the Contract Documents, the Contractor shall provide, on forms
furnished by the City, a Public Construction Bond in an amount not less than the total
Contract Price by a Surety Company acceptable to City. The Bond shall guarantee the
Contractor's performance and payments to all claimants, as defined in Section 255.05(1),
Fla. Stat., supplying the Contractor with labor, materials, or supplies used directly or
indirectly in the Work provided for in this Agreement. The Bond shall incorporate by
reference the terms of the Contract Documents in its entirety.
Moreover, the Contractor agrees that the following language shall be expressly included
within the language of its Bond:
"The Surety expressly agrees to be bound by all terms and conditions related to Liquidated
Damages, delay and time, or impact-related damages. The Surety shall be bound by the
warranty or warranties contained in the Contract Documents and shall be responsible for
any and all warranty obligations or damages resulting from latent defects or deficiencies
in the Work performed under this Agreement. The Surety waives all rights against the City
and its agents and employees for damages or other causes of loss by the Surety's
performance of its obligations under this Bond, including claims by Surety against the City
for costs it asserts were not warranted by the Contract Documents, excluding only such
rights as the Surety shall have to proceeds of such insurance held by City as fiduciary."
6.2 Performance Bond and Payment Bond. Alternatively, the City may accept a
Performance Bond and a Payment Bond, each in the amount not less than the total
Contract Price, by a Surety acceptable to the City, on a form furnished by, or acceptable
to, the City, instead of the Public Construction Bond.
6.3 Recording of Bond. Within ten days after receipt of the fully executed contract,
the Contractor shall record its Bond(s) in the public records of Palm Beach County and
provide a certified copy of the recorded Bond to the City in accordance with Section
255.05, Fla. Stat.
6.4 Surety.. To be acceptable to the City, a Surety Company shall comply with the
following provisions:
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(1) The Surety Company shall have a currently valid Certificate of Authority,
issued by the State of Florida Department of Insurance, authorizing it to write
surety bonds in the State of Florida.
(2) The Surety Company shall have a valid Certificate of Authority issued by
the United States Department of Treasury under Sections 9304 to 9308 of Title 31
of the United States Code.
(3) The Surety Company shall be in full compliance with the provisions of the
Florida Insurance Code.
(4) The Surety Company shall have at least twice the minimum surplus and
capital required by the Florida Insurance Code when the Contractor submits its
Bid.
(5) The Surety Company shall have at least the ratings of A-/Class V.
(6) The Surety Company shall not expose itself to any loss on any one risk in
an amount exceeding ten percent (10%) of its surplus to policyholders.
Article 7. CONTRACTOR GUARANTEE.
For one (1) year after the date of Final Completion of the complete Work (and not from final
completion of component parts of the Work) or for such longer periods as may be set forth with
respect to specific warranties contained in the specifications (the "Warranty Period"), Contractor
warrants to City that the Work will conform to the requirements of the Contract Documents and
will be free from defects and fit for the purpose for which they were intended. Work, materials, or
equipment not conforming to these requirements may be considered defective. The Contractor's
warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not
executed by or under the Contractor, improper or insufficient maintenance by the City, improper
operation by the City, or normal wear and tear and regular usage. Warranty by Contractor shall
not be construed as a waiver by City of any other contract or legal remedy.
Article 8. CHANGE ORDER.
Except as otherwise provided in the General Conditions, this Agreement shall only be modified
by a written Change Order executed by the Contractor and City. Commencing Work without a
written Change Order or Change Directive executed by the City before the commencement of
Work waives any claim by the Contractor to an adjustment to the Contract Price and the Contract
Time related to such Work. It is expressly and specifically agreed that any and all claims for
changes to the Contract Time due to delay shall be waived if not submitted in strict accordance
with the requirements of the General Conditions. The Contractor waives all of its rights, including,
but not limited to, claims for Contract Time and Contract Price adjustments if the Contractor fails
to strictly comply with the requirements of the General Conditions.
Article 9. CONTRACTOR'S UNDERSTANDING.
It is understood and agreed that the Contractor has, by careful examination, satisfied itself as to
the nature and location of the Work, the conformation of the ground, the character, quality, and
quantity of the materials to be encountered, the character of the equipment and facilities needed
preliminary to and during the prosecution of the Work, and the general and local conditions.
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Execution of this Agreement by the Contractor is a representation that the Contractor has visited
the site, reviewed any design criteria furnished by the City, become generally familiar with local
conditions under which the Work is to be performed, and correlated personal observations with
requirements of the Contract Documents. The Contractor deems its inspection of the site and
review of information furnished by the City to be an adequate investigation. The Contractor
represents that the plans and specifications are consistent, practical, feasible, and constructible
within the scheduled construction time. The Contractor affirmatively covenants that the Contractor
has observed no defects or discrepancies in the plans, specifications, or site and that if, during
construction, any discrepancies, defects, etc., are discovered by or made known to the
Contractor, the Contractor shall immediately communicate the same to the City.
Article 10. CONTRACT DOCUMENTS.
The term "Contract Documents" shall include all the terms and conditions and Project
requirements contained in this Agreement, the Invitation to Bid, and the following documents, all
of which, taken together, are incorporated herein and form the Contract Documents. The Contract
Documents constitute the entire agreement between the Contractor and City and supersedes all
prior verbal and written agreements, understandings, negotiations, and discussions between the
Parties. The terms and conditions of any Invitation to Bid issued regarding the Project and Work
is incorporated herein and made a part of this Agreement. No verbal agreement or conversation
with any City officer, agent, or employee before or after execution of this Agreement shall affect
or modify any of the terms or obligations contained in any of the documents comprising this
Agreement. For convenience, not all of the Contract Documents may be attached to this
Agreement, but they make up the Contract Documents, regardless of whether they are attached.
10.1 Contract
10.2 Insurance Advisory
10.3 General Conditions of Construction
10.4 Invitation to Bid
10.5 Instructions to Proposers / Bidders
10.6 Contractor's Bid (including the Bid, Schedule(s), Submission Requirements of
Proposer/ Bidder, and all required certificates, affidavits, and other documentation)
10.7 Special Terms and Conditions
10.8 City Construction Standards and Details (available online at: PW Engineering:
https://www.boynton-beach.org/760/Engineering-Standards-Manual and Utilities
Engineering: https://www.boynton-beach.org/691/Utilities-Engineering-Division)
10.9 Attachment "A" —Technical Specifications / Special Conditions
10.10 Contractor's Bid Bond, Performance, and Payment Bond
The Contract Documents are complementary, and wherever possible, the provisions of the
documents shall be construed to avoid conflicts between the provisions of the various documents.
In the event of a conflict, the more specific or more recent document shall control, generally in the
order provided above.
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Article 11. NOTICE.
All notices required in this Agreement shall be sent by certified mail, return receipt requested, and
if sent to the City, shall be mailed to:
Daniel Dugger, City Manager
City of Boynton Beach
100 East Ocean Ave
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Copy: Shawna G. Lamb, City Attorney
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
Telephone: (561) 742-6010 / Facsimile: (561) 742-6090
If sent to the Contractor, it shall be mailed to:
Peter Bilbo, CFO
Seaside Marine Construction, LLC.
555 West Ocean Avenue
Boynton Beach, FL 33426
Telephone: (561) 946-9249
Article 12. JNDEMNIFICATION.
Contractor shall indemnify and hold harmless the City, its commissioners, officers, employees
and agents ("Indemnified Parties"), from and against any and all claims, obligations, liability,
expenses, losses, and causes of action, including attorneys' fees and costs, to the extent the
same are caused by: (i) an act, negligence, recklessness or intentional wrongful misconduct of
Contractor or its subcontractors, or the officers, employees or agents of either, while engaged in
or about the performance of the Work; or while in or about the project site or premises; (ii) arising
from accident or any injury to Contractor or its subcontractors while engaged in or about the
performance of the Work, or while in or about the project site or premises, not caused by act of
the Indemnified Parties or other contractors of City; (iii) arising out of the violation of federal, state,
county, or municipal laws, ordinances, or regulations by Contractor or its subcontractor; or (iv)
arising from liens or claims for services rendered for labor or materials furnished in or for the
performance of the Work. The extent of the Contractor's indemnification shall be limited to one
and one-half(1 1/2) times the Contract Price or One Million Dollars ($1,000,000) per occurrence,
whichever is greater. This paragraph shall not be construed to require the Contractor to indemnify
the Indemnified Parties for such Indemnified Parties' own negligence or intentional acts. Nothing
in this paragraph shall be construed as a contractual waiver by the City of the protections and
limits of sovereign immunity under Section 768.28, Fla. Stat., nor a waiver of any defense the City
may have and shall not be construed as consent to be sued by third parties based on any claims
arising under this Agreement. Contractor and City agree that any liability of the City under this
Agreement shall be limited to the amounts set forth in Section 728.68, Fla. Stat. This paragraph
shall survive the expiration or termination of this Agreement.
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Article 13. REIMBURSEMENT OF CONSULTANT EXPENSES.
Should the completion of this Agreement be delayed beyond the specified or adjusted time limit,
separate and apart from the Liquidated Damages stated in Section 3.5, the Contractor shall also
reimburse the City for all expenses of consulting and inspection incurred by the City during the
period between said specified or adjusted time and the actual date of final completion. All such
expenses for consulting and inspection incurred by the City will be charged to the Contractor and
deducted from payments due to the Contractor as provided by this Agreement. Said expenses
shall be further defined as Consultant charges associated with the construction contract
administration, including resident project representative costs. City may, but is not obligated to,
deduct such costs from the monies due the Contractor for performance of Work under this
Agreement using unilateral credit Change Orders issued by City as costs are incurred by the
Consultant and agreed to by City.
Article 14. FLORIDA'S PUBLIC RECORDS LAW.
The City is a public agency subject to Chapter 119, Fla. Stat. The Contractor shall comply with
Florida's Public Records Law. Specifically, the Contractor shall:
a. Keep and maintain public records required by the City to perform the service;
b. Upon request from the City's custodian of public records, provide the City 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 Chapter 119, Fla.
Stat., or as otherwise provided by law;
c. Ensure that public records that are exempt or that are confidential and exempt from
public record disclosure requirements are not disclosed except as authorized by law
for the duration of the contract term and, following completion of the Contract,
Contractor shall destroy all copies of such confidential and exempt records remaining
in its possession once the Contractor transfers the records in its possession to the
City; and,
d. Upon completion of the Contract, the Contractor shall transfer to the City all public
records in the Contractor's possession at no cost to the City. All records stored
electronically by the Contractor must be provided to the City, upon request from the
City's custodian of public records, in a format compatible with the City's information
technology systems.
e. 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 AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS:
CITY CLERK'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA 33435 561-742-606
CityClerk a.bbfl.US
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Article 15. E-VERIFY.
The Contractor shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including
registering and using the E-Verify system to verify the work authorization status of employees.
Failure to comply with Section 448.095, Fla. Stat., shall result in termination of this Agreement.
Any challenge to termination under this provision must be filed in the Circuit Court no later than
20 calendar days after the termination date. If this Agreement is terminated for the Contractor's
violation of the statute, the Contractor may not be awarded a public contract for one (1) year after
the termination date.
Article 16. REPRESENTATIONS OF CONTRACTOR.
16.1 Authority. The Contractor represents and warrants that this Agreement
constitutes the legal, valid, binding, and enforceable obligation of the Contractor and that
neither the execution nor performance of this Agreement constitutes a breach of any
agreement that the Contractor has with any third party or violates applicable law. The
Contractor further represents and warrants that execution of this Agreement is within the
Contractor's legal powers, and each individual executing this Agreement on behalf of the
Contractor is duly authorized by all necessary and appropriate action to do so on behalf
of the Contractor and does so with full legal authority. The Contractor, by execution of this
Agreement, binds itself, its partners, successors, assigns, and legal representatives to all
covenants, agreements, and obligations contained in this Agreement.
16.2 Duly Licensed. The Contractor represents that it is duly licensed to perform the
services under this Agreement and will continue to maintain all licenses and approvals
required to conduct its business.
16.3 Compliance with Laws. The Contractor shall comply with all applicable City,
State, and Federal laws relating to the scope of work under this Agreement, now or
hereafter in effect. It shall not be grounds for a change order that the Contractor failed to
investigate the codes and regulations of all applicable government agencies with
jurisdiction over the Work.
16.4 Lobbying Certification. The Contractor certifies to the best of its knowledge and
belief that no funds or other resources received from the state in connection with this
Agreement will be used directly or indirectly to influence legislation or any other official
action by the Florida Legislature or any state agency.
16.5 Non-Collusion. In accordance with Section 838.22, Fla. Stat., the Contractor
certifies that it has not entered into any agreement to commit a fraudulent, deceitful,
unlawful, or wrongful act or any act which may result in an unfair advantage over other
bidders or contractors.
16.6 Non-Discrimination. In performing under this Agreement, the Contractor shall not
discriminate against any person because of race, color, religion, sex, gender identity or
expression, genetic information, national origin, age, disability, familial status, marital
status, or sexual orientation. Contractor or its subcontractor shall not unlawfully
discriminate (as proscribed by federal, state, county, city, and any other local law) against
any employee, city employee working with Contractor or its subcontractor, or applicant for
employment with such Contractor or subcontractor based on that person's race, color,
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religion, sex, gender identity or expression, genetic information, national origin, age,
disability, familial status, marital status, or sexual orientation, or association with members
of such protected classes. The Contractor and its subcontractor(s) shall take action to
ensure that applicants are not discriminated against and that employees are treated
equally during employment.
16.7 Entities of Foreign Concern. The provisions of this section apply only if the
Contractor or any subcontractor will have access to an individual's personal identifying
information under this Agreement. The Contractor represents and certifies: (i) the
Contractor is not owned by the government of a foreign country of concern; (ii) the
government of a foreign country of concern does not have a controlling interest in the
Contractor; and (iii) the Contractor is not organized under the laws of and does not have
its principal place of business in, a foreign country of concern. On or before the Effective
Date, the Contractor and any subcontractor that will have access to personal identifying
information shall submit to the City executed affidavit(s) under penalty of perjury, in a form
approved by the City attesting that the entity does not meet any of the criteria in Section
287.138(2), Fla. Stat. Compliance with the requirements of this section is included in the
requirements of a proper invoice for purposes of payment. Terms used in this section that
are not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in Section 287.138, Fla. Stat.
16.8 Anti-Human Trafficking. On or before the Effective Date, the Contractor shall
provide the City with an affidavit attesting that the Contractor does not use coercion for
labor or services, in accordance with Section 787.06(13), Fla. Stat.
16.9 Public Entity Crime Act. The Contractor represents that it is familiar with the
requirements and prohibitions under the Public Entity Crime Act, Section 287.133, Fla.
Stat., and represents that its entry into this Agreement will not violate that Act. The
Contractor further represents that there has been no determination that it committed a
"public entity crime" as defined by Section 287.133, Fla. Stat., 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.
16.10 Discriminatory Vendor and Scrutinized Companies Lists; Countries of
Concern. Contractor represents that it has not been placed on the "discriminatory vendor
list" as provided in Section 287.134, Fla. Stat., and that it is not a "scrutinized company"
pursuant to Sections 215.473 or 215.4725, Fla. Stat. Contractor represents and certifies
that it is not, and for the duration of this Agreement will not be, ineligible to contract with
City on any of the grounds stated in Section 287.135, Fla. Stat. Contractor represents that
it is, and for the duration of this Agreement will remain, in compliance with Section
286.101, Fla. Stat.
16.11 Federal Labor / Employment Laws. In accordance with Section 255.20, Fla.
Stat., the Contractor represents that it has not been found guilty by a court of any violation
of federal labor or employment tax laws regarding subjects such as safety,tax withholding,
workers' compensation, reemployment assistance or unemployment tax, social security
and Medicare tax, wage or hour, or prevailing rate laws within the past 5 years.
16.12 Unauthorized Aliens. The knowing employment by the Contractor or its sub-
contractors of any alien not authorized to work by the immigration laws or the Attorney
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General of the United States is prohibited and shall be a default of this Agreement, which
results in unilateral termination. The Contractor further represents that it is not in violation
of any laws relating to terrorism or money laundering, including Executive Order No. 13224
on Terrorist Financing.
16.13 Safety and Environmental Laws. In performing the Work, the Contractor shall
comply with all Occupational Safety and Health Administration (OSHA), State and County
Safety and Occupational Health Standards, applicable environmental laws, and any other
applicable rules, regulations, and permits. The Contractor bears full responsibility for
training, safety, and providing necessary equipment for all Contractor personnel
throughout the term of this Agreement. Upon request, the Contractor will demonstrate to
the City's satisfaction any programs, procedures, and other activities used to ensure
compliance.
16.14 Contingency Fee. The Contractor represents and warrants that it has not
employed or retained any person or entity, other than a bona fide employee working solely
for the Contractor, to solicit or secure this Agreement and that it has not paid or agreed to
pay any person or entity, other than a bona fide employee working solely for the
Contractor, any fee, commission, percentage, gift, or other consideration contingent upon
or resulting from the award or making of this Agreement. If this Agreement is subject to
Section 287.055, Fla. Stat., the Parties agree and stipulate that the statutory language
stated in Section 287.055(6)(a), Fla. Stat., is deemed included and fully incorporated
herein.
16.15 Truth-In-Negotiation Representation. The Contractor's compensation under this
Agreement is based upon its representations to the City. The Contractor certifies that the
wage rates, factual unit costs, and other information supplied to substantiate the
Contractor's compensation, including, without limitation, in the negotiation of this
Agreement, are accurate, complete, and current as of the date the Contractor executes
this Agreement. In its sole discretion, the Contractor's compensation may be reduced by
the City to correct any inaccurate, incomplete, or noncurrent information provided to the
City as the basis for the Contractor's compensation in this Agreement.
Article 17. LIENS.
The Contractor acknowledges that no liens may attach to the subject improvements and property
as a public project. Nevertheless,the Contractor agrees to keep the project, the buildings thereon,
and the property free of liens for or on account of any work done or materials furnished under this
Agreement. In the event any such lien is filed, Contractor shall, within five (5) days after written
notice by City, discharge the lien(s) or cause a satisfaction of such lien(s) to be recorded in the
Public Records of Palm Beach County, Florida, or post a bond sufficient to release the lien(s) and
cause the Clerk of the Circuit Court of Palm Beach County to discharge such lien, as may be
appropriate. In the event Contractor fails to discharge or bond the lien(s), City shall have the right,
but not the obligation, to discharge or bond the lien(s) and shall have the right to retain out of any
payment then due or thereafter to become due to the Contractor, monies sufficient to discharge
the amount of such lien(s) and City's costs and reasonable attorneys' fees incurred.
Article 18. IRON AND STEEL PRODUCTS.
If this Agreement is for a "public works project" as defined in Section 255.0993, Fla. Stat., then
any iron or steel product permanently incorporated in the project must be produced in the United
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States, unless specifically exempted in writing by the City in accordance with Section 255.0993,
Ha. Stat.
Article 19. INSURANCE.
During the performance of the Work under this Agreement, the Contractor shall maintain the
insurance policies required by the Insurance Advisory in the Contract Documents and the General
Conditions and provide originals or certified copies of all policies to the City's Risk Manager. All
policies shall be written by an insurance company authorized to do business in Florida. The
Contractor shall be required to obtain all applicable insurance coverage before commencing any
Work under this Agreement.
Article 20. DEFAULT OF CONTRACT & REMEDIES.
20.1 Correction of Work. If in the judgment of the City, Work provided by the
Contractor does not conform to the requirements of this Agreement, or if the Work exhibits
poor workmanship, the City reserves the right to require that the Contractor correct all
deficiencies in the Work to bring the Work into conformance without additional cost to City,
and/or replace any personnel who fail to perform per the requirements of this Agreement.
City shall be the sole judge of non-conformance and the quality of workmanship.
20.2 Default of Contract. The occurrence of any one or more of the following events
shall constitute a default and breach of this Agreement by the Contractor:
20.2.1 The abandonment of the project by the Contractor for more than seven (7)
calendar days.
20.2.2 The abandonment, unnecessary delay, refusal of, or failure to comply with
any of the terms of this Agreement, or neglect or refusal to comply with the
instructions of the City's designee.
20.2.3 The failure by Contractor to observe or perform any of the terms,
covenants, or conditions of this Agreement to be observed or performed by
Contractor, where such failure shall continue for seven (7) calendar days
after written notice thereof by City to Contractor; provided, however, that if
the nature of Contractor's default is such that more than seven (7) calendar
days are reasonably required for its cure, then Contractor shall not be
deemed to be in default if Contractor commences such cure within said
seven (7) calendar day period and thereafter diligently prosecutes such
cure to completion.
20.2.4 The assignment and/or transfer of this Agreement or execution or
attachment thereon by Contractor or any other party in a manner not
expressly permitted hereunder.
20.2.5 The making by the Contractor of any general assignment or general
arrangement for the benefit of creditors, or the filing by or against
Contractor of a petition to have Contractor adjudged a bankruptcy, or a
petition for reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a petition filed against Contractor, the
same is dismissed within sixty (60) days); or the appointment of a trustee
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or a receiver to take possession of substantially all of Contractor's assets,
or for Contractor's interest in this Agreement, where possession is not
restored to Contractor within thirty (30) days; for attachment, execution or
other judicial seizure of substantially all of Contractor's assets, or for
Contractor's interest in this Agreement, where such seizure is not
discharged within thirty (30) days.
20.3 Remedies in Default. In case of default by the Contractor, the City shall notify the
Contractor, in writing, of such abandonment, delay, refusal, failure, neglect, or default and
direct the Contractor to comply with all provisions of the Agreement. A copy of such written
notice shall be mailed to the Surety on the Performance Bond. If the abandonment, delay,
refusal, failure, neglect, or default is not cured within thirty (30) days of when the City sent
notice, the City may declare a default of the Agreement and notify the Contractor of such
declaration of default and terminate the Agreement for cause in accordance with Section
3.3 of the Agreement. The Surety on the Performance Bond shall, within ten (10) days of
such declaration of default, rectify or cause to be rectified any mismanagement or breach
of service in the Agreement and assume the work of the Contractor and proceed to
perform services under the Agreement, at its own cost and expense. City shall have all
other rights available at law, in equity, or as otherwise described in the General Conditions.
Article 21. SOVEREIGN IMMUNITY.
Nothing contained herein is intended to serve as a waiver of sovereign immunity by the City or as
a waiver of limits of liability or rights the City may have under the doctrine of sovereign immunity
or Section 768.28, Fla. Stat.
Article 22. FORCE MAJEURE.
If the performance of this Agreement, or any obligation hereunder, is prevented by reason of
hurricane, earthquake, or other casualty caused by nature, epidemic, pandemic, or other public
health emergency, or by labor strike, war, or by a law, order, proclamation, regulation, ordinance
of any governmental agency (collectively, "Force Majeure Event"), the Party so affected, upon
giving prompt notice to the other Party, shall be excused from such performance to the extent of
such prevention, provided that the affected Party shall first have taken reasonable steps to avoid
and remove such cause of non-performance and shall continue to take reasonable steps to
prevent and remove such cause, and shall promptly notify the other Party in writing and resume
performance hereunder whenever such causes are removed; provided, however, that if such
inability to perform due to the Force Majeure Event exceeds sixty (60) consecutive days, the Party
that was not prevented from performance by the Force Majeure Event has the right to terminate
this Agreement upon written notice to the other Party. This section shall not supersede or preclude
the exercise of any right either Party may otherwise have to terminate this Agreement.
Article 23. MATERIALITY AND WAIVER OF BREACH.
Each requirement, duty, and obligation outlined in this Agreement was bargained for at arm's
length and is agreed to by the Parties. Each requirement, duty, and obligation outlined in this
Agreement is substantial and essential to the formation of this Agreement, and each is, therefore,
a material term. City's failure to enforce any provision of this Agreement shall not be deemed a
waiver of such provision or modification of this Agreement. A waiver of any breach shall not be
deemed a waiver of any subsequent breach and shall not be construed as a modification of this
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Agreement. To be effective, any waiver must be in writing and signed by an authorized signatory
of the Party granting the waiver.
Article 24. INDEPENDENT CONTRACTOR.
The Contractor and the City agree that the Contractor is an independent contractor concerning
the Work provided under this Agreement. Nothing in this Agreement shall be considered to create
the relationship of employer and employee between the Parties hereto. Neither Contractor nor
any employee of Contractor shall be entitled to any benefits accorded City employees by virtue
of the services provided under this Agreement. The City shall not be responsible for withholding
or otherwise deducting federal income tax or Social Security, or for contributing to the state
industrial insurance program, or otherwise assuming the duties of an employer with respect to the
Contractor or any employee of the Contractor. The Contractor shall not have the right to bind the
City to any obligation not expressly undertaken by the City under this Agreement.
Article 25. OWNERSHIP AND USE OF DOCUMENTS.
Any and all Construction Drawings produced for the City become the property of the City without
additional payment by the City. The Contract Documents, in whole or in part, are to be used by
the Contractor only for the Project and the Work and shall not be used by the Contractor for any
other purpose without written authorization by the City. This prohibition shall survive the
completion or termination of this Agreement. The Contractor may retain copies of Contract
Documents for record purposes.
For security reasons, building plans, construction drawings, security features, technical details,
and specifications of City-owned facilities are not public documents. The Contractor may share
these documents with employees and subcontractors as needed to perform the Work; however,
the Contractor and its subcontractors shall not release such plans, drawings, and specifications
to any other third party without the City's prior written approval.
Upon expiration or termination of this Agreement, any and all Construction Drawings and
documents shall become the property of the City and shall be delivered by the Contractor to the
City within seven (7) days after expiration or termination. Any compensation due to the Contractor
may be withheld until all documents are received as provided in this Agreement.
Article 26. ATTORNEY'S FEES.
If either Party brings suit to enforce the Agreement, each Party shall bear its own attorney's fees,
expenses, and court costs through trial and appeal.
Article 27. WAIVER OF CHAPTER 558, FLORIDA STATUTES.
Pursuant to Section 558.005(1), Fla. Stat., the Contractor and City agree to opt out of the
requirements of Chapter 558, Fla. Stat.
Article 28. SURVIVAL.
The Contract Documents and the Contractor's obligation to perform corrective Work survive the
final completion of the Work and final payment.
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Article 29. TERMINATION FOR NON-APPROPRIATION.
This Agreement is expressly conditioned upon the availability of funds lawfully appropriated and
available for the purposes set out herein, as determined in the sole discretion of the City. If funding
for this Agreement is in multiple fiscal years, funds must be appropriated each year before costs
are incurred. Nothing in this paragraph shall prevent the making of contracts with a term of more
than one year, but any contract so made shall be executory only for the value of the work or
services to be rendered or paid for in succeeding fiscal years. If funds to finance this Agreement
become unavailable, the City may terminate this Agreement without penalty on the last day of the
fiscal period for which funds were legally available. The City shall be the sole and final authority
regarding the availability of funds.
Article 30. THIRD-PARTY BENEFICIARIES.
Neither Contractor nor City intends to primarily or directly benefit a third party by this Agreement.
Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement
and that no third party shall be entitled to assert a right or claim against either of them based upon
this Agreement.
Article 31. GOVERNING LAW; JURISDICTION; VENUE; LITIGATION.
31.1 The Contract Documents shall be construed and interpreted, and the rights of the
Parties hereto determined, in accordance with Florida law without regard to conflicts of
law provisions.
31.2 The Contractor and City submit to the jurisdiction of Florida courts and federal
courts located in Florida. The Parties agree that the proper venue for any suit concerning
this Agreement shall lie exclusively in Palm Beach County, Florida, or the Federal
Southern District of Florida. The Contractor agrees to waive all defenses to any suit filed
in Florida based upon improper venue or forum non conveniens.
31.3 WAIVER OF JURY TRIAL. THE CITY AND CONTRACTOR HEREBY MUTUALLY
KNOWINGLY, WILLINGLY, AND VOLUNTARILY WAIVE THE RIGHT TO TRIAL BY
JURY. NO PARTY NOR ANY ASSIGNEE, SUCCESSOR, OR LEGAL
REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER
REFERRED TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEEDING
BASED UPON OR ARISING OUT OF THE CONTRACT DOCUMENTS, OR ANY
COURSE OF ACTION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS RELATING TO THIS AGREEMENT. THE PARTIES ALSO
WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN
WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY
NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS
IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND
SHALL BE SUBJECT TO NO EXCEPTION. NEITHER THE CITY NOR THE
CONTRACTOR HAS IN ANY WAY AGREED WITH OR REPRESENTED TO THE
OTHER OR ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH
WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. THIS PARAGRAPH'S
PROVISIONS SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT.
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Article 32. CONTROLLING PROVISIONS.
Except as otherwise explicitly provided herein, in the event of any conflict between the specific
provisions of this Agreement and the requirements or provisions of the ITB and/or Bid, the
provisions shall be given precedence in the following order: (1) this Agreement, (2) the ITB: and
(3) the Bid. Wherever possible, the provisions of the documents shall be construed in such a
manner as to avoid conflicts between the provisions of the various documents.
Article 33. REGULATORY CAPACITY.
Notwithstanding the fact that the City is a municipal corporation with certain regulatory authority.
the City's performance under this Agreement is as a Party to this Agreement and not in its
regulatory capacity. If the City exercises its regulatory authority, the exercise of such authority
and the enforcement of applicable law shall have occurred under the City's regulatory authority
as a governmental body separate and apart from this Agreement and shall not be attributable in
any manner to the City as a Party to this Agreement.
Article 34. PRIOR AGREEMENTS, AMENDMENTS, ENTIRE AGREEMENT.
This Agreement, including the ITB, the Bid, and the Exhibits incorporated into it in their entirety,
embodies the entire agreement and understanding of the Parties concerning the subject matter
of this Agreement and supersedes all prior and contemporaneous agreements and
understandings, oral or written, relating to said subject matter. This Agreement may only be
modified by a written amendment duly executed by the authorized representatives of the City and
Contractor.
Article 35. SEVERABILITY.
If any provision of this Agreement or application thereof to any person or situation shall, to any
extent, be held invalid or unenforceable, the remainder of this Agreement and the application of
such provisions to persons or situations other than those as to which it shall have been held
invalid or unenforceable, shall not be affected thereby and shall continue in full force and effect,
and be enforced to the fullest extent permitted by law.
Article 36. ASSIGNMENT.
The Contractor shall not assign this Agreement in whole or in part without the written consent of
the City, which may be withheld, conditioned, or delayed at the City's sole discretion. The
Contractor shall not assign any monies due or to become due to it hereunder without the previous
written consent of the City and Contractor's Surety, with the Contractor acknowledging that until
the final payment request is approved, the amount of monies due or to become due to Contractor
or that may be due from Contractor to City has not been fixed or finally determined. Assigning this
Agreement shall not relieve the Contractor or its Surety from any contract obligations.
Article 37. NO WAIVER.
The City's failure to enforce any provision of this Agreement shall not be deemed a waiver of its
right or power to enforce such provision or a modification of this Agreement. The failure to assert
a breach of a provision of this Agreement shall not be deemed a waiver of such breach or any
subsequent breach, nor shall it be construed to be a modification of the terms of this Agreement.
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Article 38. COUNTERPARTS AND MULTIPLE ORIGINALS.
This Agreement may be executed in multiple originals and may be executed in counterparts,
whether signed physically or electronically, each of which shall be deemed to be an original, but
all of which, taken together, shall constitute one and the same agreement.
Article 39. EFFECTIVE DATE.
This Agreement shall become effective on the date it is executed by the last Party to sign the
Agreement(the"Effective Date"). The Effective Date shall be the date of the last signature below."
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals on the day
and year set forth below their respective signatures.
CITY O OYNTON BEACH, FLORIDA CONTRACTOR NAME
___/eit1Rebecc Iton, Mayor (Signature), C pany
01 a(), �c Timottny COnrci cl
Date Print Name ofAuthorized Official
Qu(A,t eiQ s( COn cf0-00Y
Title
Approved as to Form: C9 ((s,tv\`a ` C
„Aze,(/A 1am6 Date
Shawna G. Lamb, City Attorney (Corporate Seal)
Attest/Authenticated:
Att: te. Authenticate .
(Signature), Witness
ithi 11
Maylee De sus, City Clerk Print Name
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Oyer Park Fire Boat Lifts Installation Project
AKA Boynton Beach Boating Safety Program Phase II 21
CORPORATE ACKNOWLEDGEMENT
STATE OFn VI ,t�� , ��)
COUNTY OF pro eA vatni
The foregoing instrument w.s acknowledged before me by means ofsical pre ence o
r ip
line notarization, this a day of .4 , 20 bys
l�� �- �( of .' �r _ , 1. IV , , o ehalf of the
company. They are personally known to me or have produced p L- as identification.
Notary Public State of Florida t ,
A (leen Gonzalez I N TARY PUB!'
My Commission HH 446445 I
4 tlrl Expires 9/20/2027 ( \-f-W
al
(Name of Notary Typed,
yped, Printed, or Stamped)
" 14CD ki-6
Commission No.
Oyer Park Fire Boat Lifts Installation Project
AKA Boynton Beach Boating Safety Program Phase II 22
EXHIBIT A
PROJECT SCHEDULE
Oyer Park Fire Boat Lifts Installation Project
AKA Boynton Beach Boating Safety Program Phase II 23
EXHIBIT A
PROJECT TIMELINE
Project substantial completion shall be within Ninety (90) calendar days from Contractor's
receipt of City's Notice to Proceed. Final Completion shall be THIRTY (30) calendar days
from date of substantial completion totaling One Hundred Twenty (120) calendar days.
EXHIBIT B
CONTRACT PRICE BID FORM
Oyer Park Fire Boat Lifts Installation Project 24
AKA Boynton Beach Boating Safety Program Phase II
25-026B OYER PARK FIRE BOAT LIFT INSTALLATION PROJECT
SEASIDE MARINE CONTRACTORS
Line Unit of
Item Description QTY. Measure Unit Price Total
1 Indemnification 1 Lump Sum $ 26.00 $ 26.00
Mobilization/Demobilization
Bonds,Insurance and General
Requirements,and As-Built
Record Drawings.Contractor
shall be limited
to a max of six percent(6%)of 7,904.60
2 the total bid price. 1 Lump Sum $ 7,904.60 $
Total General Conditions $ 7,929.50
SELECTIVE DEMOLITION
1 I Selective Demolition,timber
piles,aluminum railing,fish
cleaning station,etc. 1 Lump Sum $ 4,700.00 $ 4,700.00
Total Selective Demolition $ 4,700.00
CONCRETE
1 I Concrete support piles-14"X45',
I strand FDOT(4)piles per lift,
see plans. 1 Lump Sum $ 36,000.00 $ 36,000.00
Total Concrete $ 36,000.00
METALS
24k Aluminum cradle lifts supply
4 pile,2-motor,standard kits,
includes electrical contoles,
1 aluminum bunks and hardware 1 Lump Sum $ 48,688.00 $ 48,688.00
Aluminum catwalks-(1)12"&1
2 16"each lift(4)total 1 Lump Sum $ 7,500.00 $ 7,600.00
Aluminum hinged access
3 platforms(1)each lift. 1 Lump Sum $ 4,800.00 $ 4,800.00
Aluminum stair ststem(4)steps
4 with handrail(1)each lift. 1 Lump Sum $ 7,600.00 $ 7,600.00
Total METALS $ 68,388.00
SPECIALTIES
1 1Fire extinguisher and cabinet
(marine grade) 1 1 Lump Sum $ 17,000.00 $ 17,000.00
TOTAL SPECIALTIES $ 17,000.00
ELECTRICAL
Electrical Design complete
design by contractor for
procurement&installation 1)
Elec.Wiring,tie into new shore
power pedestal;2)Power&
lighting(2)shore power
pedestals shore power pedestal
to exising water service. 30,000.00
1 1 Lump Sum $ 30,000.00 $
Total ELECTRICAL $ 30,000.00
SUBTOTAL OF ITEMS I $ 163,017.50
ALLOWANCES
1 (Permit Fee reimbursement I 1 , Lump Sum $ 16,000.00 $ 16,000.00
TOTAL ALLOWANCES $ 16,000.00
TOTAL INCLUDING INDEMNIFICATION AND
ALLOWANCE $ 178,017.50