2011-53 Public Works Facility Wall Construction RESOLUTION 2011-53
4
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA ACCEPTING THE BID SUBMITTED BY
SEMINOLE WALLS, LLC FOR THE CONSTRUCTION OF THE PUBLIC
WORKS FACILITY CONCRETE SECURITY WALL AND AUTHORIZING THE
MAYOR AND VILLAGE CLERK TO EXECUTE AN AGREEMENT RELATING
TO SUCH SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village issued an Invitation to Bid ("ITB") for the construction of the Public
Works Facility concrete security wall; and
WHEREAS, Village Administration reviewed the bids submitted in response to the ITB and
recommended accepting the lowest responsive bid submitted by Seminole Walls, LLC; and
WHEREAS, based on such recommendation, the Village Council determines that the acceptance
of the bid submitted by Seminole Walls, LLC is in the best interest of the Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
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 accepts the bid submitted by Seminole Walls, LLC at
a total cost not to exceed $69,005.00, with funds to be expended from Village Account No.
A5519-66210 (Construction &Major Renovation—Facilities).
Section 3. The Village Council authorizes the Mayor and Village Clerk to execute an
Agreement with Seminole Walls, LLC relating to such services, a copy of which is attached
hereto and incorporated herein by reference.
Section 4. This resolution shall take effect immediatelyy upon adoption.
PASSED AND ADOPTED THIS 8th DAY OF DECEMBER, 2011.
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VILLAGE CLERK
SECTION 00520
AGREEMENT
THIS AGREEMENT is by and between The Village of North Palm Beach (Owner)
and Seminole Walls, LLC (Contractor)
Owner and Contractor, in consideration of the mutual covenants set forth herein, agree as follows:
• ARTICLE 1 - WORK
1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents.
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:
Public Works Facility Concrete Security Wall
ARTICLE 3 - ENGINEER
3.01 The Project has been designed by Engenuity Group, Inc. (Engineer), 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.
ARTICLE 4 - CONTRACT TIMES
4.01 Time of the Essence
A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for
final payment as stated in the Contract Documents are of the essence of the Contract.
4.02 Days to Achieve Substantial Completion and Final Payment
A. The Work will be substantially completed within 90 days after the date when the Contract Times
commence to run as provided in Paragraph 2.03 of the General Conditions, and completed and ready
for final payment in accordance with Paragraph 14.07 of the General Conditions within 104 days after
the date when the Contract Times commence to run.
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
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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 $250.00 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 Owner $250.00 for each day that expires after the time specified in
Paragraph 4.02 for completion and readiness for final payment until the Work is completed and ready
for final payment.
ARTICLE 5 - CONTRACT PRICE
5.01 Owner shall pay Contractor for completion of the Work in accordance with the Contract
Documents an amount in current funds equal to the sum of the amounts determined pursuant to
Paragraphs 5.01.A, below:
A. For all Unit Price Work, an amount equal to the sum of the established unit price for each
separately identified item of Unit Price Work times the estimated quantity of that item as indicated in
Contractor's Bid, attached hereto as an exhibit.
As provided in Paragraph 11.03 of the General Conditions, estimated quantities are not
guaranteed, and determinations of actual quantities and classifications are to be made by Engineer as
provided in Paragraph 9.07 of the General Conditions. Unit prices have been computed as provided in
Paragraph 11.03 of the General Conditions.
ARTICLE 6 - PAYMENT PROCEDURES
6.01 Submittal and Processing of Payments
A. Contractor shall submit Applications for Payment in accordance with Article 14 of the General
Conditions. Applications for Payment will be processed by Engineer as provided in the General
Conditions.
6.02 Progress Payments; Retainage
A. Owner shall make progress payments on account of the Contract Price on the basis of
Contractor's Applications for Payment on or about the 1st day of each month during performance of
the Work as provided in Paragraphs 6.02.A.1 and 6.02.A.2 below. All such payments will be measured
by the schedule of values established as provided in Paragraph 2.07.A 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:
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 previously made and
less such amounts as Engineer may determine or Owner may withhold, including but not limited to
liquidated damages, in accordance with Paragraph 14.02 of the General Conditions:
a. 90 percent of Work completed (with the balance being retainage). If the Work has been
50 percent completed as determined by Engineer, and if the character and progress of the Work
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have been satisfactory to Owner and Engineer, Owner, on recommendation of Engineer, may
determine that as long as the character and progress of the Work remain satisfactory to them,
there will be no additional retainage; and
b. 90 percent of cost of materials and equipment not incorporated in the Work (with the
balance being retainage).
2. Upon Substantial Completion, Owner shall pay an amount sufficient to increase total
payments to Contractor to 98 percent of the Work completed, less such amounts as Engineer shall
determine in accordance with Paragraph 14.02.B.5 of the General Conditions.
6.03 Final Payment
A. Upon final 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 — NOT USED
ARTICLE 8 —CONTRACTOR'S REPRESENTATIONS
8.01 In order to induce Owner to enter into this Agreement Contractor makes the following
representations:
A. Contractor has examined and carefully studied the Contract Documents and the other related
data identified in the Bidding Documents.
B. Contractor has visited the Site and become familiar with and is satisfied as to the general, local,
and Site conditions that may affect cost, progress, and performance of the Work.
C. Contractor is familiar with and is satisfied as to all federal, state, and local Laws and Regulations
that may affect cost, progress, and performance of the Work.
D. Contractor has carefully studied all: (1) reports of explorations 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 Underground Facilities) which have been
identified in the Supplementary Conditions as provided in Paragraph 4.02 of the General Conditions
and (2) reports and drawings of a Hazardous Environmental Condition, if any, at the Site which has
been identified in the Supplementary Conditions as provided in Paragraph 4.06 of the General
Conditions.
E. Contractor has obtained and carefully studied (or assumes responsibility for doing so) all
additional or supplementary examinations, investigations, explorations, tests, studies, and data
concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site
which may 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 any specific means, methods, techniques, sequences, and procedures of
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construction expressly required by the Bidding Documents, and safety precautions and programs
incident thereto.
F. Contractor does not consider that any further examinations, investigations, explorations, tests,
studies, or data are necessary for the performance of the Work at the Contract Price, within the
Contract Times, and in accordance with the other terms and conditions of the Contract Documents.
G. Contractor is aware of the general nature of work to be performed by Owner and others at the
Site that relates to the Work as indicated in the Contract Documents.
H. Contractor has correlated the information known to Contractor, information and observations
obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all
additional examinations, investigations, explorations, tests, studies, and data with the Contract
Documents.
I. Contractor has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies
that Contractor has discovered in the Contract Documents, and the written resolution thereof by
Engineer is acceptable to Contractor.
J. The Contract Documents are generally sufficient to indicate and convey understanding of all
terms and conditions for performance and furnishing of the Work.
ARTICLE 9 - CONTRACT DOCUMENTS
9.01 Contents
A. The Contract Documents consist of the following:
1. This Agreement (pages 1 to 6, inclusive).
2. General Conditions (pages 1 to 41, inclusive).
3. Supplementary Conditions (pages 1 to 3, inclusive).
4. Drawings listed on attached sheet index.
5. Specifications as listed in the table of contents of the Project Manual.
6. Addenda (numbers to , inclusive).
7. Contractor's Bid (pages 1 to 5, inclusive).
8. The following which may be delivered or issued on or after the Effective Date of the
Agreement and are not attached hereto:
a. Notice to Proceed (pages to , inclusive).
b. Work Change Directives.
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c. Change Order(s).
B. The documents listed in Paragraph 9.01.A are attached to this Agreement (except as expressly
noted otherwise above).
C. There are no Contract Documents other than those listed above in this Article 9.
D. The Contract Documents may only be amended, modified, or supplemented as provided in
Paragraph 3.04 of the General Conditions.
ARTICLE 10 - MISCELLANEOUS
10.01 Terms
A. Terms used in this Agreement will have the meanings stated in the General Conditions and the
Supplementary Conditions.
10.02 Assignment of Contract
A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on
another party hereto without the written consent of the party sought to be bound; and, specifically but
without limitation, moneys that may become due and moneys that are due may not be assigned without
such consent (except to the extent that the effect of this restriction may be limited by law), and unless
specifically stated to the contrary in any written consent to an assignment, no assignment will release
or discharge the assignor from any duty or responsibility under the Contract Documents.
10.03 Successors and Assigns
A. Owner and Contractor each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto, its partners, successors, assigns, and legal representatives in
respect to all covenants, agreements, and obligations contained in the Contract Documents.
10.04 Severability
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 and Contractor, who agree that the Contract Documents shall be reformed to
replace such stricken provision or part thereof with a valid and enforceable provision that comes as
close as possible to expressing the intention of the stricken provision.
10.05 Other Provisions
A. Unless otherwise provided herein, if any legal action or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation
in connection with any provisions of this Agreement, the successful or prevailing party shall be entitled
to recover reasonable attorney's fees and costs, including appellate fees and costs, incurred in that
action or proceeding, in addition to any other relief to which such party may be entitled.
B. Contractor 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
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furtherance thereof may demand and obtain records and testimony from Contractor and its
subcontractors. Contractor understands and agrees that in addition to all other remedies and
consequences provided by law, the failure of Contractor or its subcontractors to fully cooperate with the
Inspector General when requested may be deemed by Owner to be a material breach of the Contract
Documents justifying termination.
IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement in duplicate. One
counterpart each has been delivered to Owner and Contractor. All portions of the Contract Documents
have been signed or identified by Owner and Contractor or on their behalf.
This Agreement will be effective on December 8, 2011 (which is the Effective Date of the Agreement).
OWNE CONTRACTOR:
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Address for giving notices: Address for giving notices:
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No.: Ce7C- ta`7 lI
(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 authorizing
execution of Owner-Contractor Agreement.)
Agent for service or
process:
(If Contractor is a corporation or a partnership,
attach evidence of authority to sign.)
Copyright 8 2002 National Society of Professional Engineers for EJCDC. All rights reserved.
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