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Home My Public Portal AboutEMC Divers ContractTOWN OF GULF STREAM DRAINAGE OUTFALL CHECK VALVES AGREEMENT 4L This Agreement, is entered into and effective this _ _~day of August, 2021, ("Effective Date") by and between EMC Divers, Inc. with offices located at a c d p/ sr, r-t ; I , hereinafter referred to as "Contractor" and the Town of Gulf Stream, a municipal corporation with offices located at 100 Sea Road, Gulf Stream, Florida 33483, hereinafter referred to as the "Town" and collectively the "Parties." WITNESSETH The Town and Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and value of which is hereby acknowledged by both parties, hereby agree as follows: 1. Scope of services: Contractor will perform services related to the purchase and installation of drainage outfall check valves ("Valves") for the Town as set forth in the Invitation to Bid attached hereto as Exhibit "A" (the "Work"). 2. Compensation: The fee for the Work is $84,852.00 as set i-orth in Contractor's bid proposal (attached hereto as Exhibit "B"), which sum includes bid alternates 41 and 42. Contractor shall invoice the Town for the Valves when the Valves are received by the Contractor and Town shall pay Contractor's invoice for the Valves within 30 days. Contractor shall invoice the Town for the remaining balance upon completion of the Work and the Town shall pay Contractor's invoice within thirty days of receipt and acceptance of the work performed. 3. Completion of Work; Assignment: The Town and Contractor shall mutually agree upon the schedule for completion of Work. The Notice to Proceed is anticipated to be issued the week ending Friday, August 20, 2021 after a pre -construction meeting. The time for substantial completion of the Work is 70 calendar days after issuance of the Notice to Proceed and the time for final completion is 90 calendar days after issuance of the Notice to Proceed. This Agreement may not be assigned or transferred by Contractor in any way whatsoever, without written consent of the Town. 4. Liquidated Damages: Contractor and ]'own recognize that time is of the essence and that the Town will suffer financial and other losses if the Work is rot completed within the time specified in paragraph 4 above. Contractor and Town also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by the Town if the Work is not completed in time. Accordingly, instead of requiring any such proof, the Contractor and Town agree that liquidated damages for delay (but not as a penalty) shall be $500 per day that expires after the time specified above until the Work is substantially complete, and $500 for each day that expires after the date for final completion. Liquidated damages for failing to timely attain substantial completion and final completion are not additive and will not be imposed concurrently. 5. Termination: Either party may terminate this Agreemen'upon thirty (30) days written notice to the other party. 6. Notice: Notice as required in the Agreement documents shall be sufficient when sent by certified mail or hand delivered to the parties at the following addresses: TOWN CONTRACTOR Town of Gulf Stream EMC Divers, Inc. c/o Greg Dunham, Town Manager 1248 Turnbull Bay Road 100 Sea Road New Smyrna Beach, FL 32168 Gulf Stream, Florida 33483 7. INSPECTOR GENERAL: Pursuant to Sections 2-421 2-432 of the Palm Beach County Code of Ordinances, the Office of the Inspector Gen.-ral has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Town shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Town, as well as contractors and lobbyists of the Town in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 8. Attorney's Fees: In the event a dispute arises concerning this Agreement, the prevailing party shall be awarded attomey's fees, including fees on appeal. 9. Choice of Law; Venue: This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should 2 any dispute arise with regard to same. 10. Amendments: This Agreement, all Exhibits attached hereto, and required insurance certificates constitute the entire Agreement between the Parties; no modifications shall be made to this Agreement unless in writing, agreed to by the Parties, and attached hereto as an addendum to this Agreement. 11. Public Records: In accordance with Section. 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in Scope of Services. Upon request from the Town's custodian of public records, the Contractor must provide the Town with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public records to the Town, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the provision of services contemplated herein are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the Contractor does not transfer the records to the Town. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Town, all public records in possession of the Contractor, or keep and maintain public records required by the Town. If the Contractor transfers all public records to the Town upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Town, upon request from the Town's custodian of public records, in a format that is compatible with the Town's information technology systems. 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 CONTRACT, PLEASE CONTACT THE TOWN CLERK, 3 RECORDS CUSTODIAN FOR THE TOWN, AT (561) 276-5116, OR AT RTAYLOR@GULF-STREAM.ORG, OR AT 100 SEA. ROAD, GULF STREAM, FLORIDA 33483. 12. Headings: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 13. Severability: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 14. Waiver: No waiver by the Town of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same, or any other provision or the enforcement hereof. The Town's consent to or approval of any act requiring the Town's consent or approval of any act by the Contractor shall not be deemed to render unnecessary the obtaining of the Town's consent to or approval of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 15. Entire Agreement: The Parties hereby agree and acknowledge that this five (5) page Agreement, together with all the exhibits thereto, along with copies of all required certification documents, all required licenses and/or registrations and all insurance documents, constitutes the entire agreement between the Parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by the Parties and attached hereto as an addendum to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. WITN EMC Divers, Inc. Print Name:<k Title: !'r St GSt G��Yti 4 WITNESSES: ATTEST: Rita Taylor, ToIATPerk TOWN OF GULF STREAM S t orgyor (Town Sea])