HomeMy WebLinkAboutZulu Marine Services Inc, - Pond Sediment Removal and Disposal Agreement 2024 05 13CITY OF WINTER SPRINGS
AGREEMENT FOR
POND SEDIMENT REMOVAL AND DISPOSAL
THIS AGREEMENT is made this 13th day of May , 2024 by and between the
CITY OF WINTER SPRINGS, a Florida municipal corporation ("OWNER" or "CITY") and ZULU
MARINE SERVICES, INC., a Georgia Corporation authorized and duly licensed to do business in
the State of Florida whose principal address is 7505 Waters Avenue, Suite A-8, Savannah, GA 31406
("CONTRACTOR"), as follows:
1. DESCRIPTION OF WORK -CONTRACTOR shall perform the work, in accordance with
the Contract Documents, related to pond sediment removal and disposal ("the Project").
2. CONTRACT DOCUMENTS -The Contract Documents consist of this Agreement; Exhibits
and Addendum(s) to the Agreement; ITB Documents issued by the City, dated March 22, 2024,
including Addenda, if any; Contractor's Bid Submittal, dated April 29, 2024; General
Conditions, if any; Supplemental Terms and Conditions; all Change Orders approved by the
City after execution of this Agreement; and the Punchlist prepared by the Parties following
substantial completion. These Contract Documents are hereby incorporated into this Contract
by this reference. ITB No. 03-24-03 PH, issued by the City on March 22, 2024, including
Addendum 1 Questions & Responses, is attached hereto as Exhibit A and is incorporated herein
by this reference. The Contractor's response to ITB No. 03-24-03 PH is attached hereto as
Exhibit B and is incorporated herein by this reference. The Supplemental Terms and Conditions
are attached hereto as Exhibit C and are incorporated herein by this reference. The
CONTRACTOR represents and agrees that it has carefully examined and understands this
Agreement and the other Contract Documents, has investigated the nature, locality and site of
the Work and the conditions and difficulties under which it is to be performed, and that it enters
into this Agreement on the basis of its own examination, investigation and evaluation of all such
matters and not in reliance upon any opinions or representations of the OWNER, or of any of
their respective officers, agents, servants, or employees. The Contract Documents are
complementary, and what is called for by any one shall be as binding as if called for by all. The
intent of the Contract Documents is to include all labor, materials, equipment, transportation,
taxes, fees and incidentals necessary for the proper and complete execution of the Work for each
Project. Materials or Work described in words which so applied have a well-known technical
or trade meaning shall be held to refer to such recognized standards. Any discrepancies or
omissions found in the Contract Documents shall be reported to the City's Project Manager
immediately. The City's Project Manager will clarify discrepancies or omissions, in writing,
within a reasonable time.
3. ORDER OF PRECEDENCE - In case of any inconsistency in any of the documents bearing
on the Agreement between the OWNER and the CONTRACTOR, the inconsistency shall be
resolved by giving precedence in the following order:
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a. Change Orders
b. This Agreement, and any associated Exhibits and Addenda
c. Supplemental Terms and Conditions to this Agreement
d. General Terms and Conditions to this Agreement
e. Engineering Plans and Drawings
f. ITB No. 03-24-03 PH for pond sediment removal services issued by the
City of Winter Springs dated March 22, 2024, including any subsequently
issued Addenda
g. Contractor's Bid Submittal
h. Punchlist
Any inconsistency in the work description shall be clarified by the OWNER and performed by
the CONTRACTOR.
4. AGREEMENT INTERPRETATION - At its discretion, during the course of the work,
should any errors, ambiguities, or discrepancies be found in the Contract Documents, the
OWNER at its sole discretion will interpret the intent of the Contract Documents. The
CONTRACTOR hereby agrees to abide by the OWNER's interpretation and agrees to carry
out the work in accordance with the decision of the OWNER.
5. BRAND NAME MATERIALS -Whenever Materials or Equipment are specified or
described in the Drawings or Specifications by using the name of a proprietary item or the name
of a particular Supplier, the naming of the item is intended to establish the type, function and
quality required. The CONTRACTOR will be responsible for all coordination necessary to
accommodate the material, article, or equipment being provided without additional cost to the
OWNER. Unless the name is followed by words indicating that no substitution is permitted, a
substitute material, article, or equipment is allowed if it is reasonably equivalent to the brand
name specified and CONTRACTOR certifies in writing that the proposed substitute will
perform adequately the functions called for by the general design, be similar and of equal
substance to that specified and be suited to the same use and capable of performing the same
function as that specified. The OWNER has full discretion to decide whether a substitute is
reasonably equivalent. CONTRACTOR must notify the OWNER in writing prior to use of the
substitute for a specified brand name and allow the OWNER to make a determination before
CONTRACTOR uses the substitute.
6. CONTRACT TIME -
a. All provisions regarding Contract Time are essential to the performance of this Contract.
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b. Conth•act Time. The Contract Time shall begin to run upon the OWNER's issuance of
the Notice to Proceed. The CONTRACTOR shall sign the Notice to Proceed and deliver
it to the OWNER's Project Manager.
c. Substantial Completion. Substantial Completion of the Work shall be defined as
when the contractor has completed all work in accordance with the contract
documents including removal of erosion and sediment control items, restoration (if
needed) and stabilization of all disturbed areas to equal, or better than pre -
construction site conditions. The Work shall be substantially completed within
Thirty -Five (35) calendar days after the date when the Contract Time begins to run.
The date of Substantial Completion of the Work shall be certified in writing by the
OWNER.
d. Punchlist Creation crud Acceptance. No more than ten (10) calendar days following
Substantial Completion, the CONTRACTOR shall provide to OWNER a draft
Punchlist detailing the remaining items and estimated cost of each required to render
the Work complete, satisfactory, and acceptable.
OWNER shall review the draft Punchlist and provide any comments to the
CONTRACTOR. The OWNER and CONTRACTOR shall cooperate in the
development of the Punchlist regarding both the items to be included and the
estimated cost of each. The OWNER shall approve a final Punchlist within thirty
(30) calendar days of Substantial Completion. OWNER shall deliver a final
approved Punchlist to CONTRACTOR no more than five (5) calendar days
following final approval of the Punchlist. If the CONTRACTOR fails to coordinate
with the OWNER to create a Punchlist and the OWNER has given the
CONTRACTOR written notice of the failure, then the OWNER may withhold 150
percent of the estimated costs required to complete the items the OWNER intended
to include on the Punchlist, without input from the CONTRACTOR, and shall
deliver the Punchlist within the time period in this subsection. The failure to include
any corrective work or pending items not yet completed on the Punchlist does not
alter the responsibility of the CONTRACTOR to complete all the Work purchased
under this Agreement.
e. Final Completion. The Work shall be finally completed, ready for Final Payment
within fourteen (14) calendar days after the date of delivery of the final, approved
Punchlist, which shall be at least thirty (30) calendar days following the delivery of
the final approved Punchlist.
f. The parties acknowledge that the Contract Time provided in this subsection includes
consideration of adverse weather conditions common to Central Florida including the
possibility of hurricanes and tropical storms.
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g. If applicable to the Project required by this Agreement, Float time is allocated specifically
to the Contractor's responsibility for coordination of utility relocations as described in the
General Conditions and is included in the Contract Time provided by this Section.
OWNER will not consider any Contract Time extensions related to utility coordination
matters including, but not limited to, utility relocations and conflicts, unless the utility
relocation delays exceed the float time and also extend the Project Schedule's Critical
Path.
h. In the event that the Work requires phased construction, then multiple points of
Substantial Completion may be established in the Supplementary Conditions. If the
Work requires phased construction, a Punchlist shall be created for each phase of
construction, and the timeline established herein for Punchlist compliance shall be
followed for each phase.
7. LIQUIDATED DAMAGES -OWNER and CONTRACTOR recognize that time is of the
essence of this Agreement and that OWNER will suffer financial loss if the Work is not
substantially complete within the time specified in Paragraph 6 above, plus any extensions
thereof allowed in accordance with the General Conditions. OWNER and CONTRACTOR also
recognize the delays, expense, and difficulties involved in proving in a legal or arbitration
preceding the actual loss suffered by OWNER if the Work is not substantially complete 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
$1,045.00 for each calendar day that expires after the time specified in Paragraph 6 for
substantial completion until the work is substantially complete and $250.00 for each calendar
day that expires after the time specified in Paragraph 6 for final completion until the work is
finally complete, and that OWNER has paid to CONTRACTOR the consideration of Ten
($10.00) Dollars as consideration for this provision. The liquidated damages provided in this
Section are intended to apply even if CONTRACTOR is terminated, in default, or if the
CONTRACTOR has abandoned the Work. This provision binds Contractor's performance
bond surety.
8. CONTRACT PRICE UNIT PRICE CONTRACT - The OWNER will pay the
CONTRACTOR in current funds for the performance of the work in accordance with the
Contract Documents, subject to additions and deductions approved by Change Order, the Total
Contract Price of one hundred sixty-nine thousand, one hundred ten dollars and zero cents
($169,010.00). CONTRACTOR agrees to accept the Contract Price as full compensation for
performing all Work, furnishing all Materials, and performing all Work embraced in the
Contract Documents.
The CONTRACTOR acknowledges that CONTRACTOR studied, considered, and included in
CONTRACTOR's Total Bid all costs of any nature relating to: (1) performance of the Worlc
under Florida weather conditions; (2) applicable law, licensing, and permitting requirements;
(3) the Project site conditions, including but not limited to, subsurface site conditions; (4) the
terms and conditions of the Contract Documents, including, but not limited to, the
indemnification and no damage for delay provisions of the Contract Documents.
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The CONTRACTOR acknowledges that performance of the Work may involve significant
Work adjacent to, above, and in close proximity to Underground Facilities including utilities
which will require the support of active utilities, as well as, the scheduling and sequencing of
utility installations, and relocations (temporary and permanent) by CONTRACTOR.
(1) In addition to the acknowledgments previously made, the CONTRACTOR
acknowledges that the CONTRACTOR's Total Bid (original Contract Price)
specifically considered and relied upon CONTRACTOR's own study of Underground
Facilities, utilities in their present, relocated (temporary and permanent) and proposed
locations, and conflicts relating to utilities and Underground Facilities.
(2) The CONTRACTOR acknowledges that CONTRACTOR'S Total Bid (original
Contract Price) considered and included all of CONTRACTOR's costs relating to
CONTRACTOR's responsibilities to coordinate and sequence the Work of the
CONTRACTOR with the work of the OWNER, if any, with its own forces, the work
of other contractors, if any, and the work of others at the Project site.
Payments will be made to the CONTRACTOR for actual quantities installed on the basis of the
Schedule of Unit Prices included as a part of the Bid, which shall be as fully a part of the Contract
as if attached or repeated herein. Where the Contract Documents provide for Unit Price Work,
the Contract Price stated in the Agreement will include for all Unit Price Work an amount equal
to the sum of the Unit Prices for each item of Unit Price Work times the estimated quantity of
each item as indicated in the Contract Documents. Each Unit Price will be deemed to include
an amount considered by CONTRACTOR to be adequate to cover all costs, including
supplemental and administrative costs, and profit.
9. TERMINATION; DEFAULT BY CONTRACTOR AND OWNER'S REMEDIES -The
OWNER reserves the right to revoke and terminate this Agreement and rescind all rights and
privileges associated with this Agreement, without penalty, for convenience. Further, the
OWNER reserves the right to revoke and terminate this Agreement in the following
circumstances, each of which shall represent a default and breach of this Agreement:
a. CONTRACTOR defaults in the performance of any material covenant or condition of
this Agreement and does not cure such other default within seven (7) calendar days after
written notice from the OWNER specifying the default complained of, unless, however, the
nature of the default is such that it cannot, in the exercise of reasonable diligence, be
remedied within seven (7) calendar days, in which case the CONTRACTOR shall have
such time as is reasonably necessary to remedy the default, provided the CONTRACTOR
promptly takes and diligently and continuously pursues such actions as are necessary
therefore; or
b. CONTRACTOR is adjudicated bankrupt or makes any assignment for the benefit of
creditors or CONTRACTOR becomes insolvent, or is unable or unwilling to pay its debts;
or
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c. CONTRACTOR has acted negligently, as defined by general and applicable law, in
performing the Work hereunder; or
d. CONTRACTOR has committed any act of fraud upon the OWNER; or
e. CONTRACTOR has made a material misrepresentation of fact to the OWNER while
performing its obligations under this Agreement; or
£ CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial,
adverse impact upon performance of this Agreement without prejudice to any other right,
or remedy OWNER may have under this Agreement.
In the event of an uncured default by CONTRACTOR, the OWNER shall have the right to
exercise any other remedy the OWNER may have by operation of law, without limitation, and
without any further demand or notice. In the event of such termination, OWNER shall be liable
only for the payment of all unpaid charges, determined in accordance with the provisions of this
Agreement, for Work properly performed prior to the effective date of termination, which may
be a set-off to OWNER's damages.
10. FORCE MAJEURE -Any delay or failure of either party in the performance of its required
obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood;
windstorm; explosion; riot; war; sabotage; strikes (except involving CONTRACTOR's labor
force); extraordinary breakdown of or damage to OWNER'S affiliates' generating plants, their
equipment, or facilities; court injunction or order; federal and/or state law or regulation; or order
by any regulatory agency; provided that prompt notice of such delay is given by such party to
the other and each of the parties hereunto shall be diligent in attempting to remove such cause
or causes.
1 ] . SEVERABII,ITY - In the event any portion or part thereof of this Agreement is deemed
invalid, against public policy, void, or otherwise unenforceable by a court of law, the validity
and enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable.
2. PROGRESS PAYMENTS PRIOR TO SUBSTANTIAL COMPLETION• DUE DATE
FOR PROGRESS PAYMENTS; SUBMITTAL OF PAYMENT REQUESTS;
CIIANGE ORDERS — No payments shall be made where a Payment and Performance Bond
is required herein until OWNER receives a certified copy of the recorded Bond. OWNER shall
make progress payments on account of the contract price to CONTRACTOR, on the basis of
application for payments submitted to the OWNER or OWNER'S Project Manager, by
CONTRACTOR as the work progresses, and in accordance with the Contract Documents. By
submitting each request for a progress payment, the CONTRACTOR certifies, to the best of its
knowledge and belief, that: (1) The amounts requested are only for performance in accordance
with the specifications, terms, and conditions of the contract; (2) All payments due to
subcontractors and suppliers from previous payments received under the contract have been
made, and timely payments will be made from the proceeds of the payment requested, in
accordance with subcontract agreements; (3) The request is made in good faith and is a true and
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accurate accounting of the work performed and materials supplied; and (4) The representative
signing the request for a progress payment is authorized to certify the request on behalf of the
CONTRACTOR.
Contractor shall include a breakdown of the following information in each invoice or
request for a progress payment:
a. Actual costs of materials.
b. Records of the type, quality, and quantities of materials used.
c. Daily time records showing employee names, classifications, wage rates, hours, and
dates worked.
d. Equipment operating records showing the size and type of equipment, hourly rate,
and actual hours of operation.
Progress payments may be withheld if:
a. Work is found defective and not remedied;
b. CONTRACTOR does not provide consent of surety with each payment application;
c. Another contractor is damaged by an act for which CONTRACTOR is responsible; or
d. In the opinion of the OWNER that CONTRACTOR'S work is not progressing
satisfactorily.
OWNER herein �_) designates or LX� does not designate an agent, i.e., an architect or
engineer, that must approve any payment request or invoice before the payment request or
invoice is submitted to OWNER for payment. If an agent must approve the payment request or
invoice before the payment request or invoice is submitted to OWNER, payment is due twenty-
five (25) business days after the date on which the payment request or invoice is stamped as
received as provided in s. 218.74(1), Florida Statutes, except to the extent that the payment
request or invoice does not meet contract requirements. The CONTRACTOR may send
OWNER an overdue notice. If the payment request or invoice is not rejected within four (4)
business days after delivery of the overdue notice, the payment request or invoice shall be
deemed accepted, except for any portion of the payment request or invoice that is inaccurate or
misleading. If an agent need not approve the payment request or invoice submitted by
CONTRACTOR, payment is due twenty (20) business days after the date on which the payment
request or invoice is stamped as received as provided in s. 218.74(1), Florida Statutes, except to
the extent that the payment request or invoice does not meet contract requirements. If OWNER
disputes a portion of a payment request or an invoice, the undisputed portion shall be timely
paid. OWNER shall reject payment requests or invoices in accordance with the procedure
established in s. 218.735, Florida Statutes.
OWNER hereby identifies the Superintendent of Public Works as the agent or office to which
the CONTRACTOR must submit payment requests or invoices to OWNER.
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By making payments OWNER does not waive claims including but not limited to:
a. Faulty work appearing after substantial completion has been granted;
b. Work that does not comply with the Contract Documents:
c. Failure %J Contractor to comply with any special guarantees required by the
Contract Documents.
Further, OWNER may withhold additional payment in anticipation of liquidated damages
equal to the product of the number of Days after the scheduled Contract Time (Substantial
Completion or Final Completion) and the amount of liquidated damages set forth in this
Contract if CONTRACTOR is behind schedule and it is anticipated by OWNER that the
Work will not be completed within the Contract Time. The additional retainage, under this
subsection, may at the OWNER'S discretion be withheld from subsequent Progress
Payments.
The City, by written change order and without invalidating the Agreement, may order extra
Work or make changes by altering, adding to, or deducting from the Work, the contract
sum being adjusted accordingly. Additional time required for any change in Work must
be included with the requested Change Order.
In giving instructions, the City's Project Manager will have authority to make minor
changes in the Work, not involving extra cost or time, and not inconsistent with the purpose
of the Work, but otherwise, except in an emergency endangering life or property, no extra
work or change will be made unless it goes through the City's written Change Order
process and is approved by the City, and no claim for an addition to the contract sum or
time will be valid unless so ordered in writing.
The value of any such extra Work or change will be determined in one or more of the
following ways:
a. By mutual acceptance of a lump sum.
b. By unit prices named in the contract or subsequently agreed upon.
c. By cost and percentage or by cost and a fixed fee.
If none of the above methods is agreed upon, the CONTRACTOR, provided it receives an
order as above, shall proceed with the work. In such case and also under case (3) above,
the CONTRACTOR shall keep and present in such form as the City's Project Manager
may direct, a correct account of the actual cost of labor and materials, substantiated by
back-up documentation. In any case, the City's Project Manager will certify to the amount,
including reasonable allowances for overhead and profit, due to the CONTRACTOR.
Pending final determination of value, payments on account of changes will be made on the
City's Project Manager's estimate. Furthermore, if the CONTRACTOR claims that any
instructions by drawings or otherwise involve extra cost under the Contract Documents, it
shall give the City written notice thereof within ten (10) days after the receipt of such
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instructions, and in any event before proceeding to execute the work, except in emergency
endangering life or property, and the procedure shall then be as provided above under this
section. Claims will not be processed unless filed in writing before any work has
commenced. In addition, if the City's Project Manager deems it appropriate the City may
accept defective or incomplete work, and an equitable deduction from the Contract Price
will be made therefor by Change Order.
13. FINAL PAYMENT -OWNER shall withhold up to 5% of the Contract Price until the date of
Substantial Completion, in accordance with the Local Government Prompt Payment Act
("Act"). As provided in Section 6 above, within ten (10) calendar days of Substantial
Completion, the CONTRACTOR shall create and deliver to OWNER a draft Punchlist detailing
Work which must still be completed to reach Final Completion under the terms of this
Agreement, and the estimated cost to complete each item. Within thirty (30) calendar days of
Substantial Completion, the OWNER shall approve a finalized Punchlist. As provided above,
the OWNER and CONTRACTOR shall coordinate and cooperate in the development of the
final Punchlist. Within five (5) calendar days of OWNER finalizing and approving the
Punchlist, the OWNER shall deliver the final approved Punchlist to CONTRACTOR.
Within twenty (20) calendar days of the delivery of the final approved Punchlist, and only upon
receipt of a proper invoice or payment request from CONTRACTOR, OWNER shall pay to
CONTRACTOR the remaining contract balance, including all retainage previously withheld,
less an amount equal to one hundred and fifty percent (150 %) of the estimated cost to complete
the items on the Punchlist, except as provided herein. Should no Punchlist be created within the
thirty or forty-five day timeframe, as applicable, because of the failure of CONTRACTOR to
cooperate with OWNER, OWNER shall pay to CONTRACTOR the remaining contract
balance, including all retainage previously withheld, less an amount equal to one hundred and
fifty percent (150 %) of the estimated cost to complete the items on the Punchlist as determined
solely by the OWNER.
CONTRACTOR may submit a proper invoice or payment request for the amount of retainage
held to complete the Punchlist items only once all Punchlist items have been completed to the
satisfaction of the OWNER. OWNER may continue to withhold retainage if a good faith dispute
exists as to whether one or more Punchlist items has been completed in accordance with the
terms of this Agreement up to one hundred and fifty percent (150 %) of the total costs to
complete those items in dispute.
The date of Final Completion shall be no less than thirty (30) days following delivery of the
final approved Punchlist to CONTRACTOR.
The remaining retainage amount withheld shall be released with the Final Payment after the
issuance of the Final Completion Certificate. The Final Completion Certificate shall be issued
upon completion of all remaining Punchlist items. Consent of surety is required for final
payment. OWNER shall make final payment to CONTRACTOR within thirty (30) days after
the work is fully and properly completed, if the contract has been fully and timely performed,
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but subject to the condition that final payment shall not be due until CONTRACTOR has
delivered to OWNER all close-out documentation.
14. DESIGNATION OF PROJECT MANAGER OR ARCHITECT OR LANDSCAPE
ARCHITECT: DUTIES AND AUTHORITY - The duties and authority of the OWNER are
as follows:
a. General Administration of Contract. The primacy function of the OWNER is to
provide the general administration of the contract. In performance of these duties, the City
Manager or their authorized representative is the OWNER's Project Manager during the
entire period of construction. The OWNER (CITY) may change the Project Manager during
the term of this contract.
b. Inspections, Opinions, and Progress Reports. The OWNER shall be kept familiar
with the progress and quality of the work by CONTRACTOR and may make periodic visits
to the work site. The OWNER will not be responsible for the means of construction, or for
the sequences, methods, and procedures used therein, or for the CONTRACTOR's failure
to perform the work in accordance with the Contract Documents.
c. Access to Worksite for Inspections. The OWNER shall be given free access to the
worksite at all times during work preparation and progress. The Project Manager is not
obligated to make exhaustive or continuous on -site inspections to perform his duties of
checking and reporting on work progress, and any such inspections shall not waive Owner's
claim regarding defective work by Contractor. No inspector is authorized to change any
provision of the specifications without written authorization of the City's Project Manager,
or shall the presence or absence of an inspector relieve the CONTRACTOR from any
requirements of the Contract Documents.
If the specifications, the City's instructions, laws, ordinances, or any public authority,
require any work to be specially tested or approved, the CONTRACTOR shall give the City
timely notice of its readiness for inspection, and of the date fixed for such inspection.
Inspections by the City's Project Manager will be promptly made.
If upon inspection such work is found not in accordance with the Contract Documents, the
CONTRACTOR shall pay such cost, including compensation for professional services, and
an appropriate deductive Change Order shall be issued.
d. Interpretation of Contract Documents: Decisions on Disputes. The OWNER will
be the initial interpreter of the contract document requirements, and make decisions on
claims and disputes between Contractor and Owner.
e. Rejection and Stoppage of Work. The OWNER shall have authority to reject work
which in its opinion does not conform to the Contract Documents, and in this connection
may stop the work or a portion thereof, when necessary.
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f. Payment Certificates. The OWNER will determine Lite amounts owing to
CONTRACTOR as the work progresses, based on CONTRACTOR's applications and
OWNER's inspections and observations, and will issue certificates for progress payments
and final payments in accordance with the terms of the Contract Documents.
g. City Reviews and Status. The City's review, inspection, or approval of any Work,
applications for payment, or other submittals shall be solely for the purpose of determining
whether the same are generally consistent with the City's scope and requirements for the
project. No review, inspection, or approval by the City of such Work or documents shall
relieve the CONTRACTOR of its responsibility for the performance of its obligations under
the Contract Documents or the accuracy, adequacy, fitness, suitability, or coordination of
the Work. Approval by any governmental or other regulatory agency or other governing
body of any Work, design document, or construction document shall not relieve
CONTRACTOR of responsibility for the performance of its obligations under the Contract
Documents. Payment by the City pursuant to the Contract Documents shall not constitute
a waiver of any of the City's rights under the Contract Documents or at law, and
CONTRACTOR expressly accepts the risk that defects in its performance, if any, may not
be discovered until after payment, including final payment, is made by the City.
Notwithstanding the foregoing, prompt written notice shall be given by the City or City
Project Manager to the CONTRACTOR if the City becomes aware of any fault or defect in
the Projects or non-conformance with the Contract Documents. Furthermore, the City shall
not have control or charge of construction means, methods, techniques, sequences, or
procedures, or for safety precautions and programs in connection with the Work, nor shall
the CONTRACTOR, for any of the foregoing purposes, be deemed the agent of the City.
15. PROGRESS MEETINGS —OWNER'S Project Manager may hold periodic progress
meetings on a monthly basis, or more frequently if required by the OWNER, during the term of
work entered into under this Agreement. CONTRACTOR's Project Manager and all other
appropriate personnel shall attend such meetings as designated by the OWNER'S Project
Manager.
16. RESPONSIBILITIES OF CONTRACTOR - CONTRACTOR's duties and rights in
connection with the project herein are as follows:
a. Responsibility for Supervision and Construction. CONTRACTOR shall be solely
responsible for all construction under this contract, including the techniques, sequences,
procedures and means, for the coordination of all work. CONTRACTOR shall supervise
and direct the work, and give it all attention necessary for such proper supervision and
direction.
b. Discipline and Employment. CONTRACTOR shall maintain at all times strict
discipline among his employees, and he agrees not to employ for work on the project any
person unfit or without sufficient skill to perform the job for which he was employed.
c. Furnishing of Labor, Materials, etc. CONTRACTOR shall provide and pay for all
labor, materials and equipment, including tools, construction equipment and machinery,
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utilities, including water, transportation, and all other facilities and work necessary for the
proper completion of work on the project in accordance with the Contract Documents.
d. Payment of Taxes: Procurement of Licenses and Permits. CONTRACTOR shall
secure all licenses and permits necessary for proper completion of the work, paying the fees
thereof. CONTRACTOR warrants that it (and subcontractors or tradesmen, if authorized
in the Contract Documents) hold or will secure all trade or professional licenses required by
law for CONTRACTOR to undertake the contract work.
e. Guarantee. The CONTRACTOR hereby guarantees the Work to the fi►il extent
provided in the Plans, Specifications, General Conditions, Special Conditions and other
Contract Documents. The CONTRACTOR shall remove, replace and/or repair at its own
expense and at the convenience of the OWNER any faulty, defective or improper Work,
materials or equipment discovered within one (1) year from the date of the acceptance of
the project as a whole by the Owner or for such longer period as may be provided in the
Plans, Specifications, General Conditions, Special Conditions or other Contract Documents.
Without limiting the generality of the foregoing, the CONTRACTOR warrants to the
OWNER, that all materials and equipment furnished under this Agreement will be of first
class quality and new, unless otherwise required or permitted by the other Contract
Documents, that the Work performed pursuant to this Agreement will be free from defects
and that the Work will strictly conform with the requirements of the Contract Documents.
Work not conforming to such requirements, including substitutions not properly approved
and authorized, shall be considered defective. All warranties contained in this Agreement
and in the Contract Documents shall be in addition to and not in limitation of all other
warranties or remedies required and/or arising pursuant to applicable law. Furthermore,
CONTRACTOR will provide written guarantee for work and materials for one (1) calendar
year after acceptance by OWNER. The one (1) period is not a limitation upon manufacturer
warranties or CONTRACTOR's payment and performance Bond(s).
f. Project Site. The CONTRACTOR shall, among other things, (i) visit and thoroughly
inspect the project site and any structures) or other man-made features to be modified and
become familiar with local conditions under which the project will be constructed and
operated; (ii) if applicable, familiarize itself with the survey, including the location of all
existing buildings, utilities, conditions, streets, equipment, components, and other attributes
having or likely to have an impact on the project; (iii) familiarize itself with the City's layout
and design requirements, conceptual design objectives, and budget for the project; (iv)
familiarize itself with pertinent Project dates, including the Project Schedule; (v) review and
analyze all project geotechnical, hazardous substances, structural, chemical, electrical,
mechanical, and construction materials tests, investigations, and recommendations; and (vi)
gather any other information necessary for a thorough understanding of the project. If the
project involves modifications to any existing structure(s) or other man-made feature(s) on
the project site, the CONTRACTOR shall also review all as -built and record drawings,
plans, and specifications of adjacent work which the CONTRACTOR has been requests
from the City, and shall thoroughly inspect the existing structure(s) and man-made
features) to identify existing deficiencies and ascertain the specific locations of pertinent
City of Winter Springs and Zulu Marine Services
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structural components. Claims by the CONTRACTOR resulting from its failure to
familiarize itself with the project site or pertinent documents shall be deemed waived.
g. Punchlist. The CONTRACTOR shall be responsible for creation of the required
Punchlist(s) as provided herein. Punchlist(s) must be approved by the OWNER.
17. ASSIGNMENT -CONTRACTOR shall not assign or subcontract this Agreement, or any
rights or any monies due or to become due hereunder without the prior, written consent of the
OWNER.
aI CONTRACTOR shall be fully responsible to OWNER for all acts and/or omissions
performed by its subcontractors.
b. If CONTRACTOR, prior to the commencement of any Work subcontracts any part of
this Agreement by the subcontractor, CONTRACTOR shall require the subcontractor to
provide OWNER and its affiliates with insurance coverage as set forth by the OWNER.
18. THIRD PARTY RIGHTS -Nothing in this Agreement shall be construed to give any rights
or benefits to anyone other than OWNER and CONTRACTOR.
19. PROHIBITION AGAINST CONTINGENT FEES -CONTRACTOR warrants that it has
not employed or retained any company or person, 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, company, corporation, individual, or firm, 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.
20. NO JOINT VENTURE -Nothing herein shall be deemed to create a joint venture or principal -
agent relationship between the parties and neither party is authorized to, nor shall either party
act toward third persons or the public in any manner which would indicate any such relationship
with the other party.
21. INDEMNIFICATION —CONTRACTOR shall indemnify and hold harmless the OWNER,
its officers, employees, agents, engineer, and city attorneys (individually and in their official
capacity, from liability, losses, damages, and costs, including, but not limited to, reasonable
attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful
misconduct of CONTRACTOR and persons employed or utilized by CONTRACTOR in the
performance of this Agreement.
CONTRACTOR specifically assumes potential liability for .actions brought by
CONTRACTOR'S own employees against the OWNER and, solely for the purpose of this
indemnification and defense, CONTRACTOR specifically waives its entitlement, if any,
to immunity under Section 440.11, Florida Statutes. This waiver has been specifically and
mutually negotiated by the parties.
City of Winter Springs and Zulu Marine Services
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The indemnification provided above shall obligate the CONTRACTOR to defend at its own
expense or to provide for such defense, at the option of the OWNER, as the case may be, of any
and all claims of liability and all suits and actions of every name and description that may be
brought against the OWNER or its officers, employees, and city attorneys which may covered
by this indemnification. In all events the OWNER and its officers, employees, engineer, and
city attorneys shall be permitted to choose legal counsel of its sole choice, the fees for which
shall be reasonable and subject to and included with this indemnification provided herein.
In consideration of the CONTRACTOR'S indemnity obligations, ONE PERCENT (1%) OF
THE CONTRACT SUM as specific consideration for CONTRACTOR's indemnification of
OWNER and that the specific consideration is included in the original Contract Price allocated
by CONTRACTOR among all pay items - receipt of which is acknowledged.
The indemnity provisions set forth in this Paragraph shall survive termination of this
Agreement.
22. SAFETY -CONTRACTOR shall be solely and absolutely responsible and assume all liability
for the safety and supervision of its principals, employees, contractors, and agents while
performing work provided hereunder. More specifically, the CONTRACTOR shall be
responsible for initiating, maintaining, and supervising all safety precautions and programs in
connection with the Work. The CONTRACTOR shall take all necessary precautions for the
safety of, and shall provide the necessary protection to prevent damage, injury, or loss to:
1. All employees on the project site and other persons who may be affected thereby.
2. All the Work and all materials or equipment to be incorporated therein, whether in
storage on or off the project site.
3. Other property at the project site or adjacent thereto.
CONTRACTOR shall comply with all applicable Federal Occupational Safety and Health
Administration (OSHA) and Florida Department %J Transportation safety standards and shall
assure and monitor the compliance of its Subcontractors with those same standards.
CONTRACTOR shall work in compliance with the OSHA Hazardous Communication
Standard and Florida Department of Environmental Protection guidelines, and shall supply ail
information about hazardous chemical being brought onto City property as required by any
applicable City Safety and Loss Control Program.
23. CORPORATE REPRESENTATIONS BY CONTRACTOR -CONTRACTOR hereby
represents and warrants to the OWNER the following:
a. CONTRACTOR is duly registered and licensed to do business in the State of Florida
and is in good standing under the laws of Florida, and is duly qualified and authorized to
carry on the functions and operations set forth in this Agreement.
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b. The undersigned signatory for CONTRACTOR has the power, authority, and the legal
right to enter into and perform the obligations set forth in this Agreement and all applicable
exhibits thereto, and the execution, delivery, and performance hereof by CONTRACTOR
has been duly authorized by the board of directors and/or president of CONTRACTOR. In
support of said representation, CONTRACTOR agrees to provide a copy to the OWNER
of a corporate certificate of good standing provided by the State of Florida prior to the
execution of this Agreement.
c. CONTRACTOR is duly licensed under all local, state and federal laws to provide the
work stated in paragraph 1.0 herein. In support of said representation, CONTRACTOR
agrees to provide a copy of all said licenses to the OWNER prior to the execution of this
Agreement.
24. BOND -CONTRACTOR shall supply a materials, performance and payment bonds) in
accordance with Florida law and in substantially in conformance with the forms attached to the
Agreement as Exhibit D and approved by the City Attorney. The materials, performance, and
payment amounts shall be in an amount equal to one hundred and ten percent (110%) of the
Contract Price for the work prescribed herein. The issuance of bonds required under this
Agreement shall not relieve Contractor of any liability under the Agreement. Contractor shall
remain jointly and severally liable with any surety issuing a bond under the Contract. The
premium for such bonds shall be included in the Contract Price.
25. INSiTRANCE -During the term of this Agreement, CONTRACTOR shall be responsible for
providing the types of insurance and limits of liability as set forth under this Paragraph.
Additionally, all independent contractors or agents employed by CONTRACTOR to perform
any Work hereunder shall fully comply with the insurance provisions contained in these
Contract Documents.
a. The CONTRACTOR shall maintain comprehensive general liability instn•ance in the
minimum amount of $23000,000 as the combined single limit for each occurrence to protect
the CONTRACTOR from claims of property damages which may arise from any Work
performed under this Agreement whether such Work are performed by the CONTRACTOR
or by anyone directly employed by or contracting with the CONTRACTOR.
b. The CONTRACTOR shall maintain comprehensive automobile liability insurance in
the minimum amount of $1,000,000 combined single limit bodily injury and minimum
$1,000,000 property damage as the combined single limit for each occurrence to protect the
CONTRACTOR from claims for damages for bodily injury, including wrongful death, as
well as from claims from property damage, which may arise from the ownership, use, or
maintenance of owned and non -owned automobiles, including rented automobiles whether
such operations be by the CONTRACTOR or by anyone directly or indirectly employed by
the CONTRACTOR.
c. The CONTRACTOR shall maintain, during the life of this Agreement, adequate
Workers' Compensation Insurance in at least such amounts as are required by law and
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 15 of 40
Employer's Liability Insurance in the minimum amount of $2,000,000 for all of its
employees performing Work for the OWNER pursuant to this Agreement.
d. Pollution Liability. The Contractor shall maintain pollution liability insurance
coverage, which covers any and all loses caused by pollution conditions (including sudden
and non -sudden pollution conditions) arising from the Services being performed pursuant
to this Agreement, in the minimum amount of $1,000,000 per occurrence and $2,000,000
per general aggregate.
Current, valid insurance policies meeting the requirements herein identified shall be
maintained during the term of this Agreement. A copy of a current Certificate of Insurance
shall be provided to the OWNER by CONTRACTOR upon the Effective Date of this
Agreement which satisfied the insurance requirements of this Paragraph. Renewal
certificates shall be sent to the OWNER 30 days prior to any expiration date. There shall
also be a 30-day advance written notification to the OWNER in the event of cancellation or
modification of any stipulated insurance coverage. The OWNER and its engineer shall
be an additional named insured on all stipulated insurance policies as its interest may
appear, from time to time, excluding worker's compensation and professional liability
policies.
Insurance covering the specified additional insureds shall be primary insurance, and all other
insurance carried by the additional insured shall be excess insurance; and with respect to
workers' compensation and employer's liability, comprehensive automobile liability,
commercial general liability, and umbrella liability insurance, CONTRACTOR shall
require CONTRACTOR's insurance carriers to waive all rights of subrogation against
OWNER and its engineer, the engineer's consultants, and their respective officers, directors,
partners, employees and agents.
Each policy shall contain a cross liability or severability of interest clause or endorsement.
26. MEDIATION/VENiIE -The parties agree that should any dispute arise between them
regarding the terms or performance of this Agreement, both parties will participate in mediation.
The parties agree to equally share the cost of the mediator. Should the parties fail to resolve their
differences through mediation, then any cause of action filed hereunder shall be filed in the
Circuit or County Court for SEMINOLE County, Florida. The CONTRACTOR's surety is
bound by this provision.
27. GOVERNING LAW &VENUE This Agreement is made and shall be interpreted,
construed, governed, and enforced in accordance with the laws of the State of Florida. Venue
for any state action or litigation shall be SEMINOLE County, Florida. Venue for any federal
action or litigation shall be Orlando, Florida. The CONTRACTOR's surety is bound by this
provision.
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28. ATTORNEY'S FEES - Should either party bring an action to enforce any of the terms of this
Agreement, each party shall bear its own costs and expenses of such action including, but not
limited to, reasonable attorney's fees, whether at settlement, trial or on appeal. This provision
does not apply to CONTRACTOR's surety.
30. WORK IS A PRIVATE UNDERTAKING -With regard to any and all Work performed
hereunder, it is specifically understood and agreed to by and between the parties hereto that the
contractual relationship between the OWNER and CONTRACTOR is such that the
CONTRACTOR is an independent contractor and not an agent of the OWNER. The
CONTRACTOR, its contractors, partners, agents, and their employees are independent
contractors and not employees of the OWNER. Nothing in this Agreement shall be interpreted
to establish any relationship other than that of an independent contractor, between the OWNER,
on one hand, and the CONTRACTOR, its contractors, partners, employees, or agents, during
or after the performance of the Work under this Agreement.
31. PUBLIC RECORDS - It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the
CONTRACTOR and its independent contractors and associates related, directly or indirectly,
to this Agreement, may be deemed to be a Public Record whether in the possession or control
of the OWNER or the CONTRACTOR. Said record, document, computerized information and
program, audio or video tape, photograph, or other writing of the CONTRACTOR is subject to
the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific
written approval of the OWNER's City Manager. Upon request by the OWNER, the
CONTRACTOR shall promptly supply copies of said public records to the OWNER. All books,
cards, registers, receipts, documents, and other papers in connection with this Agreement shall
at any and all reasonable times during the normal working hours of the CONTRACTOR be
open and freely exhibited to the OWNER for the purpose of examination and/or audit. Failure
by CONTRACTOR to grant such access and comply with public records laws and/or requests
shall be grounds for immediate unilateral cancellation of this Agreement by the OWNER upon
delivery of a written notice of cancellation. If CONTRACTOR fails to comply with this
Section, and the OWNER must enforce this Section, or the OWNER suffers a third -party award
of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to
CONTRACTOR's failure to comply with this Section, the OWNER shall collect from
CONTRACTOR prevailing party attorney's fees and costs, and any damages incurred by the
City, for enforcing this Section against CONTRACTOR. And, if applicable, the OWNER shall
also be entitled to reimbursement of all attorneys' fees and damages which the OWNER had to
pay a third party because of the CONTRACTOR's failure to comply with this Section. The
terms and conditions set forth in this Section shall survive the termination of this Agreement.
The CONTRACTOR acknowledges that the OWNER is a Florida municipal corporation and
subject to the Florida Public Records Law. CONTRACTOR agrees that to the extent any
document produced by CONTRACTOR under this Agreement constitutes a Public Record;
CONTRACTOR shall comply with the Florida Public Records Law.
City of Winter Springs and Zulu Marine Services
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Page 17 of 40
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, THE CITY CLERK, AT (407) 327-65609
City Clerk's Office, 1126 East State Road 434, Winter Springs, Florida 32708, or City-
Clerk-Depa rtment@winterspringsfl.org.
32. SOVEREIGN IMMUNITY -The OWNER intends to avail itself of the benefits of Section
768.28, Florida Statutes and any other statutes and common law governing sovereign immunity
to the fullest extent possible. Neither this provision nor any other provision of this Agreement
shall be construed as a waiver of the OWNER's right to sovereign immunity under Section
768.28, Florida Statutes, or other limitations imposed on the OWNER's potential liability under
state or federal law. CONTRACTOR agrees that OWNER shall not be liable under this
Agreement for punitive damages or interest for the period before judgment. Further, OWNER
shall not be liable for any claim or judgment, or portion thereof, to any one person for over two
hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which,
when totaled with all other claims or judgments paid by the State or its agencies and subdivisions
arising out of the same incident or occurrence, exceeds three hundred thousand dollars
($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party
for the purpose of allowing any claim which would otherwise be barred under the doctrine of
sovereign immunity or by operation of law. This paragraph shall survive termination of this
Agreement.
33. HEADINGS -Paragraph headings are for the convenience of the parties only and are not to be
construed as part of this Agreement.
34. INTEGRATION; MODIFICATION -The drafting, execution, and delivery of this
Agreement by the Parties has been induced by no representations, statements, warranties, or
agreements other than those expressed herein. This Agreement embodies the entire
understanding of the parties, and there are no further or other agreements or understandings,
written or oral, in effect between the parties relating to the subject matter hereof unless expressly
referred to herein. Modifications of this Agreement shall only be made in writing signed by both
parties.
35. WAIVER AND ELECTION OF REMEDIES -Waiver by either party of any terms, or
provision of this Agreement shall not be considered a waiver of that term, condition, or
provision in the future. No waiver, consent, or modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of
each party hereto. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be considered an original agreement; but such
counterparts shall together constitute but one and the same instrument.
36. DRAFTING -OWNER and CONTRACTOR each represent that they have both shared
equally in drafting this Agreement and no party shall be favored or disfavored regarding the
interpretation of this Agreement in the event of a dispute between the parties.
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Agreement for Pond Sediment Removal and Disposal
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37. NOTICE -Any notices required to be given by the terms of this Agreement shall be delivered
by hand or mailed, certified mail, return receipt requested, postage prepaid to:
For CONTRACTOR:
Zulu Marine Services, Inc.
Attn: Michael "Alex" Batey
7505 Waters Avenue, Suite A-8
Savannah, GA 31406
Phone: 855-400-9858
lex.batey@zuludiscoveiT.com
For OWNER:
City of Winter Springs
Attn: City Manager
1126 E. State Road 434
Winter Springs, Florida 32708
(407) 327-1800
Either party may change the notice address by providing the other party written notice of the
change. Any Notice given as provided herein shall be deemed received as follows: if delivered
by personal service, on the date so delivered; if delivered to an overnight courier service, on the
business day immediately following delivery to such service; and if mailed, on the third business
day after mailing.
38. CONFLICT OF INTEREST.
a. The CONTRACTOR agrees that it will not engage in any action that would create a conflict
of interest in the performance of its obligations pursuant to this Contract with the OWNER or
which would violate or cause others to violate the provisions of Part II1, Chapter 112, Florida
Statutes, relating to ethics in government and the OWNER's Personnel Policies.
b. The CONTRACTOR hereby certifies that no officer, agent or employee of the OWNER has
any material interest (as defined in Section 112.312 (15), Florida Statutes, as over five percent
(5%) either directly or indirectly, in the business of the CONTRACTOR to be conducted here,
and that no such person shall have any such interest at any time during the term of this
CONTRACT.
c. Pursuant to Section 216.347, Florida Statutes, the CONTRACTOR hereby agrees that
monies received from the OWNER pursuant to this Agreement will not be used for the purpose
of lobbying the Legislature or any other State or Federal Agency.
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
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39. ADDITIONAL ASSURANCES.
a. No principal (which includes officers, directors, or executive) or individual holding
a professional license and performing Work under this Agreement is presently debarred,
suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any Work required by this Agreement by any Federal, State, or local
governmental commission, department, corporation, subdivision, or agency;
b. No principal (which includes officers, directors, or executive), individual holding a
professional license and performing Work under this Agreement, employee, or agent has
employed or otherwise provided compensation to, any employee or officer of the OWNER;
and
c. No principal (which includes officers, directors, or executive), individual holding a
professional license and performing Work under this Agreement, employee or agent has
willfully offered an employee or officer of the OWNER any pecuniary or other benefit with
the intent to influence the employee or officer's official action or judgment.
40. E-VERIFY -Pursuant to section 448.095, Florida Statutes, beginning January 1, 2021, any
City contractors shall register with and use the U.S. Department of Homeland Security's E-
Verify system, https:He-veri .uscis. o�p, to verify the work authorization status of all
employees hired on and after January 1, 2021. City Contractors must provide evidence of
compliance with section 448.095, Florida Statutes. Evidence shall consist of an affidavit from
the Contractor stating all employees hired on and after January 1, 2021, have had their work
authorization status verified through the E-Verify system and a copy of their proof of
registration in the E-Verify system. Failure to comply with this provision will be a material
breach of the contract, and shall result in the immediate termination of the contract without
penalty to the City. The City Contractor shall be liable for all costs incurred by the City securing
a replacement contract, including but not limited to, any increased costs for the same services,
any costs due to delay, and rebidding costs, if applicable. If the City Contractor utilizes
Subcontractors the following shall apply:
a. Contractor shall also require all subcontractors performing work under the Agreement
to use the E-Verify system for any employees they may hire during the term of the
Agreement.
b. Contractor shall obtain from all such subcontractors an affidavit stating the
subcontractor does not employ, contract with, or subcontract with an unauthorized alien,
as defined in section 448.095, Florida Statutes.
c. Contractor shall provide a copy of all subcontractor affidavits to the City upon receipt
and shall maintain a copy for the duration of the Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the date first
above written.
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 20 of 40
CITY OF WINTER SPRINGS:
By:
HURSH
Interim Cit2y Manager
Date: 3 Z
ATTEST:
CHRISTIAN GOWAN
City Clerk
Date:
[This space left intentionally blank]
CONTRACTOR:
Zulu Marine Services, lnc.
By•
Print name/title: Michael "Alex" Batey
Corporate Secretary
Date: May 13, 2024
STATE OF Georgia
COUNTY OF Liberty
The foregoing instrument was acknowledged before me by means of (X )physical presence or
(_� online notarization, this 13th day of May , 2024,
by Michael "Alex" Batey , the Corporate Secretary of
Zulu Marine Services, Inc. , who is personally known to me or who produced
is known to me) as identification and who did take an oath.
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Kemoval and Disposal
Page 21 of 40
�.
�. AO
MA
NpTgRy�N
PUBLIC Q
// CooNT`(,�``�`.
blic Signature)
Amy E. Thurman
(Print Name)
Notary Public, State of Georgia
Commission No.: W-00594718
My Commission Expires: 02-23-2024
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 22 of 40
EXHIBIT A
INVITATION TO BID
Incorporated By Reference
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Agreement for Pond Sediment Removal and Disposal
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EXHIBIT B
CONTRACTOR'S RESPONSE TO INVITATION TO BID
Incorporated By Reference
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EXHIBIT C
SUPPLEMENTAL TERMS AND CONDITIONS FOR FEDERALLY FUNDED
a. Equal Employment Opportunity.
Contractor agrees as follows:
PROJECTS
During the performance of this contract, the
(1) The Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The Contractor will take affirmative
action to ensure that applicants are employed, and that employees are treated during employment
without regard to their race, color, religion, sex, or national origin. Such action shall include, but
not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Contractor agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees placed by or on
behalf of the Contractor, state that all qualified applicants will receive considerations for
employment without regard to race, color, religion, sex, or national origin.
(3) The Contractor will not discharge or in any other manner discriminate against any employee
or applicant for employment because such employee or applicant has inquired about, discussed,
or disclosed the compensation of the employee or applicant or another employee or applicant.
This provision shall not apply to instances in which an employee who has access to the
compensation information of other employees or applicants as a part of such employee's essential
job functions discloses the compensation of such other employees or applicants to individuals
who do not otherwise have access to such information, unless such disclosure is in response to a
formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action,
including an investigation conducted by the employer, or is consistent with the contractor's legal
duty to furnish information.
(4) The Contractor will send to each labor union or representative of workers with which he has
a collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the Contractor's commitments under
this section, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(5) The Contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 25 of 40
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(7) In the event of the Contractor's noncompliance with the nondiscrimination clauses %J this
contract or with any of the said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(8) The Contractor will include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of enforcing
such provisions, including sanctions for noncompliance: Provided, however, That in the event a
Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor
as a result of such direction by the administering agency the Contractor may request the United
States to enter into such litigation to protect the interests of the United States.
b. Co�7pIT" nce with the Davis-Baco`z Act.
(1) The Contractor will comply with the David -Bacon Act (40 U.S.C. 3141 — 3144 and 3146 —
3148) as supplemented by the Department of Labor Regulations 1,29 CFR Part 5, "Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"), which are incorporated herein by reference.
(2) In accordance with the statute, the Contractor shall pay wages to laborers and mechanics at a
rate not less than the prevailing wages specified in a wage determination made by the Secretary
of Labor. The Contractor shall pay wages not less than once a week.
(3) Subcontracts. The Contractor agrees to include these requirements in each subcontract
financed in whole or in part with Federal assistance provided by the Natural Resources
Conservation Service ("NRCS"), an agency of the United States Department of Agriculture.
(4) The Contractor agrees to report each suspected or reported violation to the City and
understands and agrees that the City will, in turn, report each violation as required to assure
notification to the State of Florida, the Natural Resources Conservation Service, the federal
awarding agency, and as otherwise appropriate.
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c. "Anil -Kickback
Compllance with the Copeland "Act.
(1) The Contractor will comply with the Copeland "Anti -Kickback" Act (40 U.S.0 3145) as
supplemented by the Department of Labor Regulations (29 CFR Part 3, "Contractors or
Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or
Grants from the United States"), which are incorporated herein by reference.
(2) The Contractor and each subcontractor shall be prohibited from inducing, by any means, any
person employed in the construction, completion, or repair of public work, to give up any part of
the compensation to which he or she is otherwise entitled.
(3) Subcontracts. The Contractor agrees to include these requirements in each subcontract
financed in whole or in part with Federal assistance provided by the Natural Resources
Conservation Service.
(4) The Contractor agrees to report each suspected or reported violation to the City and
understands and agrees that the City will, in turn, report each violation as required to assure
notification to the State of Florida, the Natural Resources Conservation Service, the federal
awarding agency, and as otherwise appropriate.
d. Compliance with the Contract Work Hours and Safety Standards Act.
(1) Overtime requirements. No Contractor or subcontractor contracting for any part of the
contract work which may require or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic in any workweek in which he or she is employed
on such work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for all
hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the
clause set forth in paragraph (1) of this section the Contractor and any subcontractor responsible
therefor shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall
be liable to the United States (in the case of work done under contract for the District of
Columbia or a territory, to such District or to such territory), for liquidated damages. Such
liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of
this section, in the sum of $10 for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or
upon written request of an authorized representative of the Department of Labor withhold or
cause to be withheld, from any moneys payable on account of work performed by the Contractor
or subcontractor under any such contract or any other Federal contract with the same prime
Contractor, or any other federally -assisted contract subject to the Contract Work Hours and
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 27 of 40
Safety Standards Act, which is held by the same prime Contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for
unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this
section.
(4) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to
include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible
for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (1) through (4) of this section.
e. Rights to Inventions Made Unrlet• a Cont�•act orAgt•eenzent.
If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and
the City or Contractor wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the City or Contractor must
comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the federal awarding agency.
f. Clean Air Act.
(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State of Florida,
the Natural Resources Conservation Service, and as otherwise appropriate.
(3) The Contractor agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by the Natural Resources
Conservation Service.
g. Fe(leral W(iter Pollution Control Act.
(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State of Florida,
the Natural Resources Conservation Service, and as otherwise appropriate.
(3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance provided by the Natural Resources
Conservation Service.
City of Winter Springs and ZWu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 28 of 40
h. Suspension and Debarment.
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.
As such the contractor is required to verify that none of the contractor, its principals (defined at 2
C.F.R. § 180,995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart
C and must include a requirement to comply with these regulations in any lower tier covered
transaction it enters into.
(3) This certification is a material representation of fact relied upon by the City. If it is later
determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C, in addition to remedies available to the State of Florida, the Natural Resources
Conservation Service, and the City, the Federal Government may pursue available remedies,
including but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C
and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any
contract that may arise from this offer. The bidder or proposer further agrees to include a
provision requiring such compliance in its lower tier covered transactions.
i. Byrd Anti -Lobbying Amendment.
Contractors who apply or bid for an award of $100,000 or more shall file the required
certification. Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to influence
an officer or employee of any agency, a member of Congress, officer or employee of Congress,
or an employee of a member of Congress in connection with obtaining any Federal contract,
grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying
with non -Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient.
APPENDIX A, 44 C.F.R. PART 18 —CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
(To be submitted with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of
an agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any cooperative agreement,
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 29 of 40
and the extension, continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying
Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to
a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The
Contractor, Zulu Marine Services, Inc. , certifies or affirms the truthfulness and accuracy of each
statement of its certification and disclosure, if any. In addition, the Contractor understands and
agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if
any.
Signature of Contractor's Authorized Official
Michael "Alex" Batey, Corporate Secreta
Name and Title of Contractor's Authorized Official
13, 2024
Date
j. ProcurewnenlofRecoveredMaferiaCs.
(1) In the performance of this contract, the Contractor shall make maximum use of products
containing recovered materials that are EPA -designated items unless the product cannot be
acquired—
(i) Competitively within a timeframe providing for compliance with the contract performance
schedule;
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 30 of 40
(it) Meeting contract performance requirements; or
(iii) At a reasonable price.
(2) Information about this requirement, along with the list of EPA -designate items, is available at
EPA's Comprehensive Procurement Guidelines web site,
https•//www epa gov/snim/comet•ehensiveprocurenient-guideline-cpg-pro rg aln.
lIca Access to Records.
The following access to records requirements apply to this contract:
(1) The Contractor agrees to provide the City, the State of Florida, the Natural Resources
Conservation Service Administrator, the Comptroller General of the United States, or any of
their authorized representatives access to any books, documents, papers, and records of the
Contractor which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts, and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Contractor agrees to provide the Natural Resources Conservation Service Administrator
or his authorized representatives access to construction or other work sites pertaining to the work
being completed under the contract.
1. Compliance with Federal Law, Regulations, and Executive Orders.
This is an acknowledgement that Natural Resources Conservation Service financial assistance
will be used to fund the contract only. The Contractor will comply will all applicable federal law,
regulations, executive orders, Natural Resources Conservation Service policies, procedures, and
directives.
m. No Obligation by Federal Government.
The Federal Government is not a party to this contract and is not subject to any obligations or
liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter
resulting from the contract.
n. Program Fraud and False or Fraudident Statements or Related Acts,
The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False
Claims and Statements) applies to the Contractor's actions pertaining to this contract.
City of Winter Springs and Zulu Marine Services
Agreement fot• Pond Sediment Removal and Disposal
Page 31 of 40
1 1,
PLTI3LIC PAYMENT B®ND
Florida Statute 255.05
BOND NO. 5603062
CONTRACTOR: Zulu Marine Services, Inc
7505 Waters Avenue, Ste A-8
Savaiulah, GA 31406
912-657-1360
SURETY: Great American Insurance Company
301 E. Fourth Street,
Cincinnati, OH 45202
513-369-5000
AGENT: Acrisure
220 Congress Park Dr., Ste 100
Delray Beach, FL 33445
561-454-8202
OBLIGEE: The City of Winter Springs
1126 E. State Road 4345
Winter Springs, FL 32708
407-327-5957
PROJECT: Pond Sediment Removal and Disposal
LOCATION: Winter Springs, FL
EXHIBIT D
PERFORMANCE BOND FORM
Bond No. 5603062
BY THIS PERFORMANCE BOND, We Zulu Marine Services, inc , as Principal, whose address
is 7505 Waters Avenue, Ste A-8, Savannah, GA 31406 and telephone number is 912-657-1360 and
Great American Insurance Company as Surety, whose address is 301 East Fourth Street Cincinnati OH 45202 and
telephone number is 513-369-5000 are bound to the City of Winter Springs, a Florida
municipal corporation, as OWNER, whose address is 1126 E. State Road 434, Winter Springs,
Florida 32708 and telephone number is 407-327-1800, in the initial sum of $
185,911,00 (110% of Contract Price), or such greater amount as the
Contract may be adjusted from time to time in accordance with the Contract between the Principal
and OWNER) (the "Penal Sum").
WHEREAS, the Principal has executed a contract with the OWNER, dated May 13, 2024 ,for
the construction of the Pond Sediment Removal and Disposal project in the City of Winter
Springs, Seminole County, Florida (the "Project"); and
WHEREAS, the OVdNER has required the Principal to furnish a performance bond in accordance
with law and as a condition of executing the Contract with Principal; and
WHEREAS, this bond is being entered into to satisfy the requirements of Section 255.05(I),
Florida Statutes and the Contract referenced above, as the same may be amended, and additionally,
to provide common law rights more expansive than as required by statute.
NOW THEREFORE, the Surety and the Principal, both joint and severally, and for themselves,
their heirs, administrators, executors, successors and assigns agree as follows:
1. CONTRACT INCORPORATED; SURETY AND PRINCIPAL BOUND FOR FULL
PERFORMANCE. The Contract is incorporated by reference and made a part of this bond.
The Surety and the Principal are bound for the full performance of the Contract including
without exception all of the Contract Documents (as defined in the Contract) and all of their
terms and conditions, both express and implied. Without limiting the Principal's and Surety's
obligations under the Contract and this bond, the Principal and Surety agree:
A. Promptly and faithfully perform their duties and all the covenants, terms, conditions, and
obligations under the Contract including, but not limited to the insurance provisions,
guaranty period and the warranty provisions, in the time and manner prescribed in the
Agreement, and
B. Pay OWNER all losses, damages, delay damages (liquidated or actual), expenses, costs
and attorneys' fees under section 627.756, Florida Statutes, including costs and attorneys
fees on appeal that OWNER sustains resulting directly or indirectly from any breach or
default by Principal under the Contract, and
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 32 of 40
C. Satisfy all claims and demands incurred under the Contract, and fully indemnity and hold
harmless the OWNER from all costs and damages which it may suffer by reason or failure
to do so.
2. OWNER'S AFFIDAVIT OF CONTKACTOR BREACH OR DEFAULT. Ifthe OWNER
shall provide to Surety the written affidavit of the OWNER stating that the Principal is in
breach or default of the Contract, and that such breach or default remains uncured by the
Principal, then upon delivery of such affidavit to the Surety in the method for providing notices
as set forth in Paragraph 7 below, Surety must promptly notify the OWNER in writing which
action it will take as permitted in Paragraph 3.
3. SURETY'S OBLIGATION UPON DELIVERY OF OWNER'S AFFIDAVIT OF
CONTRACTOR'S BREACH OR DEFAULT. Upon the delivery of the OWNER's
affidavit of breach or default by the Principal as provided in Paragraph 2 above, the Surety
may promptly remedy the breach or default or must, within ten (10) days, proceed to take one
of the following courses of action:
A. Proceed Itself. Complete performance of the Contract including correction of defective
and nonconforming Work through its own CONTRACTORS or employees, approved as
being acceptable to the OWNER. in the OWNER's sole discretion, provided, however, that
OWNER's discretion in approving the Surety's CONTRACTOR will not be unreasonably
withheld as to any CONTRACTOR who would have qualified to offer a proposal on the
Contract and is not affiliated in any way with the Principal. During this performance by
the Surety, the OWNER will pay the Surety frorn its own funds only those sums as would
have been due and payable to the Principal under the Contract as and when they would
have been due and payable to the Principal in the absence of the breach or default not to
exceed the amount of the remaining Contract balance less any suns due the OWNER under
the Contract. During this performance by Surety, any payment bond required under the
Contract must remain in full force and effect; or
B. Tender a completir;ig CONTRACTOR acceptable to OWNER. Tender a
CONTRACTOR, together with a contact for fulfillment and completion of the Contract
executed by the completing CONTRACTOR, to the OWNER for the OWNER's execution.
OWNER's discretion to approve Surety's completing CONTRACTOR will not be
unreasonably withheld as to any CONTRACTOR who would have qualified to offer a
proposal on the contract and is not affiliated with the Principal. OWNER's discretion to
approve CONTRACTOR as the completing CONTRACTOR and to approve the tendered
contract shall be in OWNER's sole and absolute discretion. Upon execution by the
OWNER of the contract for fulfillment and completion of the Contract, the completing
CONTRACTOR must furnish to the OWNER a performance bond and a separate payment
bond, each in the form of those bonds previously furnished to the OWNER for the Project
by the Principal. Each such bond must be in the Penal Surn of the full cost to complete the
Contract. The OWNER will pay the completing CONTRACTOR from its own funds only
those sums as would have been due and payable to the Principal under the Contract as and
when they would have been due and payable to the Principal in the absence of the breach
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 33 of CFO
8. STATUE OF LIMITATIONS. Any statutory limitation, which may be contractually
superseded, to the contrary notwithstanding, any action hereon may be instituted so long as the
applicable statute of limitations governing the Contract (including any warranty period) has
not run or expired or within three (3) years following Final Completion of the Contract
(including any warranty period) and acceptance of the Work performed under the Contract by
the OWNER, whichever is longer.
9. RECITALS. The recitals contained in this Performance Bond are incorporated by reference
herein and are expressly made a part of this Performance Bond.
10. GOVERNING LAW. This performance bond shall be governed by, and construed in
accordance with, the laws of the State of Florida without regard to its conflict of laws
provisions.
ll. VENUE. In the event any legal action shall be filed upon this performance bond, venue shall
lie exclusively in the Circuit Court for Seminole County, Florida.
12. MISCELLANEOUS.
A. The Surety agrees that this performance bond shall afford the OWNER with all of the
protections and rights afforded under Florida Statutes and under common law.
B. This performance bond is issued in addition to any other bond or warranty reduired
under the Contract including, but not limited to, any labor and materials payment bond
and maintenance bond. Each bond issued under the Contract shall be construed as
separate and distinct from each other.
C. In the event that the Surety fails to fi►lfill its obligations under this performance bond,
then the Surety shall also indemnify and hold the OWNER harmless from any and all
loss, damage, cost and expense, including reasonable attorneys' fees and costs for all
trial and appellate proceedings, resulting directly or indirectly from the Surety's failure
to fulfill its obligations hereunder. This subsection shall survive the termination or
cancellation of this performance bond.
D. This performance bond shall remain in full force and effect until such time all the
work, labor and materials under the Contract have been performed or provided to the
OWNER's complete satisfaction, through the expiration of all warranty periods.
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 36 of 40
Principal
Zulu Marine Services, Inc
(Typed Firm Name)
(Seal)
13y:
NW
(Signature)
Michael "Alex" Batey
(Printed Name)
Corporate Secretary
(Title)
7505 Waters Avenue, Suite A-8
Savannah, GA 31406
(Address)
May 13, 2024
(Date of Execution)
Surety
Great American Insurance Company
(Typed Firm Name)
(Seal}
By:
Christian Collins
(Printed Name)
Attorney -in -Fact
(Title)
220 Congress Park dr. Ste 100. Delray Beach, FL 33445
(Address)
May 13 2024
(Date of Execution)
Cit}of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 37 of 40
THE PROVISIONS AND LIMITATIONS OF SECTION 255.05
FLORIDA STATUTES, INCLUDING BUT NOT LIMITED TO THE
NOTICE AND TIME LIMITATIONS IN SECTIONS 255.05(2) AND
255.05(10)1 ARE INCORPORATED IN THIS BOND BY REFERENCE.
EXHIBIT D
LABOR AND MATERIALS PAYMENT BOND
Bond NO. 5603062
BY THIS LABOR AND MATERIALS PAYMENT BOND, We
Zulu Marine Services, Inc , as Principal, whose address is
7505 Waters Avenue Ste A-8 Savannah, GA 31406 and telephone number is 912-657-1360 and
Great American Insurance Corppany as Surety, whose address is
301 East Fourth Street, Cincinnati, OH 45202 and telephone number is 513-369-5000 are
bound to the City of Winter Springs, a Florida municipal corporation, as OWNER, whose
address is 1126 E. State Road 434, Winter Springs, Florida 32708 and telephone number
is 407-327-1800, in the initial sum of $ 185.911,00 (110% of
Contract Price), or such greater amount as the Contract may be adjusted from time to time
in accordance with the Contract between the Principal and OWNER) (the "Penal Sum").
WHEREAS, the Principal has executed
May 13, 2024 for the
Pond Sediment Removal and Disposal
Seminole County, Florida (the "Project"); and
a contract with the OWNER, dated
construction of the
_project in the City of Winter Springs,
WHEREAS, the OWNER has required the Principal to furnish a labor and materials
payment bond in accordance with law and as a condition of executing the Contract with
Principal; and
WHEREAS, this bond is being entered into to satisfy the requirements of Section
255.05(1), Florida Statutes and the Coract referenced above, as the same ma nty be
amended, and additionally, to provide common law rights more expansive than as required
by statute.
NOW THEREFORE, the Surety and the Principal, both joint and severally, and for
themselves, their heirs, administrators, executors, successors and assigns agree as follows:
1. CONTRACT INCORPORATED; SURETY AND PRINCIPAL BOUND FOR FULL
PERFORMANCE. The Contract is incorporated by reference and made a part of this
bond. The Surety and the Principal are bound to promptly make payments to all claimants,
as defined in Section 255.05(1), Florida Statutes, supplying Principal with labor, materials,
supplies, or rental equipment used directly or indirectly by Principal in the prosecution of
the work provided under the Contract. Any such payments shall not involve the OWNER
I
n any expense.
2. CLAIMS. Claims made under this bond shall be made pursuant to provisions of Section
255.05, Florida Stahrtes, and applicable law. Therefot•e, a claimant, except a laborer, who
is not in privity with the Principal shall, before commencing or not later than 45 days after
City of Winter Springs and Zulu Marine Services
Agreement r Pond Sediment Removal and Disposal
Page 38 of40
commencing to furnish labor, services, or materials for the prosecution ofthe work, furnish
the Principal with written notice that he or she intends to look to the bond for protection.
A claimant who is not in privity with the Principal and who has not received payment for
his or her labor, services, or materials shall deliver to the Principal and to the surety written
notice of the performance of the labor or delivery of materials or supplies and of the
nonpayment. The notice of nonpayment may be served at any time during the progress of
the work or thereafter but not before 45 days after the first furnishing of labor, services, or
materials, and not later than 90 days after the final furnishing of the labor, services, or
materials by the claimant or, with respect to the rental equipment, not later than 90 days
after the date that the rental equipment was last on the job site available for use. Any notice
of nonpayment served by a claimant who is not in privity with Principal which includes
sums for retainage must specify the portion of the amount claimed for retainage.
3. SURETY'S WAIVER OF NOTICE. The Surety waives notice of any modifications to
the Contract, including changes in the Contract Time, the Contract Sum, or the labor, work,
or materials required to be performed under the Contract.
4. BENEFICIARIES. The Surety provides this performance bond for the sole and exclusive
benefit of the OWNER and OWNER's heirs, administrators, executors, successors and
assigns, as well as for the benefit of any claimants who have actually provided labor•,
material, rental equipment, or services under the Contract.
5. RECITALS. The recitals contained in this labo►• and materials payment bond are
incorporated by reference herein and a►•e expressly made a part of this bond.
6. GOVERNING LAW. This labor and materials payment bond shall be governed by, and
construed in accordance with the laws of the State of Florida without regard to its conflict
of laws provisions.
7. VENUE. In the event any legal action shall be filed upon this labor and materials payment
bond, venue shall lie exclusively in the Circuit Cow•t for Seminole County; Florida.
8. MISCELLANEOUS.
A. The Surety agrees that this labor and materials payment bond shall afford the OWNER
and all claimants under the Contract with all of the protections and rights afforded
under Florida Statutes and under common law.
B. This labor and materials payment bond is issued in addition to any other bond or
warranty required under the Contract including, but not limited to, any performance
bond and maintenance bond. Each bond issued under the Contract shall be construed
as separate and distinct from each other.
C. In the event that the Surety fails to fulfill its obligations under this labor and materials
payment bond, then the Surety shall also indemnify and hold the OWNER harmless
from any and all loss, damage, cost and expense, including reasonable attorneys' fees
and costs for all trial and appellate proceedings, resulting directly or indirectly from
City of Winter Springs and Zulu Marine Services
Agreement far Pond Sediment Removal and Disposal
Page 39 0£40
the Surety's failure to fulfill its obligations hereunder. This subsection shall survive
the termination or cancellation of this labor and materials payment bond.
D. This labor and materials payment bond shall remain in full force and effect until such
time that the legal deadline for filing a claim hereunder has duly expired.
Principal
Zulu Marine Services. Inc
(Typed Firm Name)
(Seal)
(Signature) '
Michael "Alex" Batey
(Printed Name)
Corporate Secretary
(Title)
7505 Waters Avenue, Suite A-8
Savannah. GA 31406
(Address)
May 13, 2024
(Date of Execution)
Surety
Great American Insurance Company
(Typed Firm Name)
(Seal)
By:
Christian Collins
(Printed Name)
Attorney -in -Fact
(Title) -- —_--_-
9,2� Congress Park Dr Ste 100 Delray Beach, FL 33445
(Address)
May 13, 2024
(Date of Execution)
City of Winter Springs and Zulu Marine Services
Agreement for Pond Sediment Removal and Disposal
Page 40 of 40
GREAT AMERICAN INSURANCE COMPANY®
Administrative Office: 301 E 4TH STREET ® CINCINNATI, OHIO 45202 ® 513-369-5000 ® FAX 513-723-2740
The number of persons authorized by
this power of attorney is not more than FOUR
No.0 20200
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY, a corporation organized and existing under
and by virtue of the laws of the State of Ohio, does hereby nominate, constitute and appoint the person or persons named below, each individually if more than
one is named, its true and lawful attorney -in -fact, for it and in its name, place and stead to execute on behalf of the said Company, as surety, any and all bonds,
undertakings and contracts of suretyship, or other written obligations in the nature thereof; provided that the liability of the said Company on any such bond,
undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below.
Nmne Address Limit of• Power
BRETT ROSENHAUS ALL OF ALL
DALE A. BELIS DELRAY BEACH, FLORIDA $1001000,000
TAYLOR ROSENHAUS
CHRISTIAN COLLINS
"Phis Power of Attorney revokes all previous powers issued on behalf of the attorncy(s)-in-fact named above.
IN WITNLaa \'.THEREOF the GREAhAME1ZICAN INSURANCE COMPANY has caused these presents to be signed and attested by its appropriate
officers and its corporate seal hereunto affixed this 16TH day of FEBRUARY 2022
Attest GREATAMERICAN [NSU CE ANCOMPANY
y w4wf✓
Assistant
Secretm'r 1Jivisiwur! Senior fire Po•esideni
STATE OF OHIO, COUNTY OF HAMILTON - ss: MAaKvtcAaio (877-377-2405)
On this 16TH day of FEBRUARY 2022 , before me personally appeared MARK VICARIO, to me known,
being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is a Divisional Senior Vice President of the Bond Division of Great American
insurance Company, the Company described in and which executed the above instrument; that he knows the seal of the said Company; that the seal affixed to the
said instrument is such corporate seal; that it was so a[iixed by authority of his office under the By -Laws of said Company,. and that he signed his name thereto
by like authority.
TT ,y
SU5AN A KONOfZST
a% c State of Ohio
My Comm, Expires
May 18, 2025
!'his Power ofAttorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company
by unanimous written consent dated June 9, 2008.
RESOLVED: That the Divisional President, the several Divisional Senior Vice Presidents, Divisions! Vice Presidents and Divisaral Assistant Nice
Presidents, or• rnry one ol•thew, he and hereby is authorized, from time to lime, to appoint one or more Attor•rreys-in-Fact to et•ecrue o» behalf ofthe Company,
ns• sureq; arty and all bonds, undertakings and contracts ofsrn•etyslrip, or other written ob(igatiars in the rratrn•e thereo/1 to prescribe their- respective duties arrd
the respective limits of their authority; and to revoke anY such appohninent of ary time.
RESOLVED FURTFIER: That the Conquur}r seal and the signature of any ofthe aforesaidofficers card ary Secreicrry orAssistant Seeretcuy of the
C'onrparr)r nrmr be cffi.red bvfrresnnile to anP power of atta•rrev or certficate of either given for the execrdiat of any bard, undertaking, contract of saretvs/tip,
or other uvrilten obligation in the ncrtur•e threreo%such signahne arrd sea! when sa used being her•eb}r adopted bP llre Company as dre original signcrtrrrn of suelr
officer and the original seal of the Compcutp, to be valid and hitrding upon the Company urith the same farce and effect as though nianrrally aired.
CERTIFICATION
I, STEPHEN C. BERAHA, Assistant Secretary of Great American insurance Company, do hereby certify that the ibregoing Power of Attorney and
the Resolutions of the Board of Directors of June 9, 2008 have not been revoked and are now in fill force and effect.
Signed and sealed this 13th day of May 2024 ,
A.ssistani Secrerary
S1 n29AH (03/20)