Special Terms and Conditions

Design-Build Services for Town of Palm Beach Mid-Town Seawall Replacement Project

SPECIAL TERMS AND CONDITIONS

1.1 PROJECT INFORMATION

The Town of Palm Beach invites qualified Firms to submit qualifications to provide progressive Design- Build services at a Guaranteed Maximum Price for the design and construction of the Mid-Town Seawall Replacement project.

This project involves the design and construction of approximately 2,700 linear feet of seawall positioned on the waterward side of South Ocean Blvd, between Gulfstream Rd. and Royal Palm Way. The work shall include, but is not limited to:

Refer to the Design Criteria Package for the complete Scope of Services.

The Town intends to award a contract that will incorporate all preliminary planning, design, architectural drawings, pre-construction, construction, and post-construction work requirements of the project, until the entire project has been completed, and has been inspected and accepted by the Town.

The design-build contractor team shall include an architectural and engineering firm, including a qualified and appropriately licensed general contractor. The Design-Build Firm shall hold a Florida state contractor license and certification as a marine contractor and shall have continuously demonstrated the ability to successfully perform seawall construction work within the municipal sector. The Contractor shall have relevant experience/working knowledge of performing coastal construction work within the last 10 years. The Contractor shall have prior experience working in dense urban settings similar to the Town of Palm Beach. The design build contractor shall be able and willing to work with the Town's staff, consultants, and subcontractors on this project. Consultants and subcontractors may include interior designers, security consultants, art consultants, and others.

ANTICIPATED PROCUREMENT SCHEDULE

• Posting date for the Opportunity/Advertisement : March 16, 2026 @ 10:00AM

• Mandatory Pre-Proposal Conference: March 31, 2026 @ 10:00AM

• Site Visit, immediately following Pre-Proposal Conference: March 31, 2026

• RFI/Question Deadline: April 17, 2026 @ 2:00PM

• Addenda Deadline (answering RFI's): April 23, 2026 @ 4:00PM

• Deadline for Submissions: April 30, 2026 @ 2:00PM

• Selection Committee Meeting, offered in person only: May 14, 2026 @10:00AM

• Interviews, if conducted: May 28, 2026 @ 9:00AM

• After Interviews - Selection Committee Meeting May 28, 2026 @ 3:00PM

• Evaluate By Date: June 25, 2026 @ 2:00PM

• Town Council Approval/Rejection: July 14, 2026 @ 10:00AM

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1.2 PRE-BID CONFERENCE AND SITE VISIT

The Town will hold a Mandatory Pre-Proposal Conference on March 31, 2026, starting promptly at 10:00 AM in Public Meeting Room of Public Works Building, located at 951 Okeechobee Rd, West Palm Beach, FL, 33401. Following the Pre-Proposal Conference, there will be an on-site visit to Mid-Town, gathering at the Worth Avenue Clock Tower, South Ocean Boulevard, Palm Beach, FL 33480.

The purpose of the Pre-Proposal Conference and Site Visit is to provide and solicit information regarding the scope, purpose, nature, and extent of the work, as well as any local conditions that may affect performance.

The Pre-Proposal Conference is the only forum where vendors may speak directly with Town staff and ask questions. After this meeting, all questions must be submitted in writing to the Procurement and Contracts Division.

Submission of a proposal shall constitute acknowledgment by the proposer that it has thoroughly examined and is familiar with the requirements of this solicitation package. Failure or neglect to properly review the solicitation package shall in no way relieve the proposer of any obligation with respect to its proposal or the requirements of the contract.

TERM OF CONTRACT

The term of the resultant contract shall be from the effective date until the design-build contractor has completed the work, and all related areas of construction, inclusive of all warranty periods including any extensions or modifications to the agreement, and the project has been reviewed and accepted by the Town.

1.3 OPTIONS TO RENEW

Intentionally Omitted

1.4 METHOD OF AWARD

The Town will award the contract to the responsive and responsible proposer who offers the best value to the Town, receives the highest score from the Selection Committee, and with whom the Town is able to negotiate an acceptable agreement.

It is the policy of the Town to encourage full and open competition among all qualified vendors. All contractors regularly engaged in the type of work described in this solicitation are encouraged to submit proposals.

The Town reserves the right to reject any and all proposals, waive non-material irregularities or technicalities, and re-advertise for all or any part of this solicitation as deemed in its best interest. The Town shall be the sole judge of what constitutes its best interest.

To be considered eligible for contract award the proposer must meet the following minimum requirements:

o Have no delinquent indebtedness to the Town of Palm Beach or other federal, state, or municipal agencies.

o Be regularly and consistently engaged in providing the same or similar kind of work to those being requested in this solicitation.

o Have adequate financial resources, or the ability to obtain such resources as required during performance of the contract.

o Be able to comply with the required or proposed delivery or performance schedule.

o Have a satisfactory record of performance on public projects. Vendors who are or have been deficient in current or recent contract performance (when the number of contracts and the extent of the deficiency of each are considered, in the absence of evidence to the contrary or circumstances properly beyond the control of the vendor) shall be presumed unable to meet this requirement. Past unsatisfactory performance will ordinarily be sufficient to justify the finding of non-responsibility.

o Vendors performing work for the Town at the time responses to this solicitation are received may be deemed non-responsible and not considered for award of this project should their current performance be rated as less than satisfactory by the Town. Previous award of work does not guarantee future award. The vendor must perform satisfactorily and professionally on all Town work undertaken.

o Have a satisfactory record of integrity and business ethics.

o If applicable, be properly licensed by the appropriate regulatory agency for the type of work to be performed.

o Not have any previous investigations where the vendor was found at fault and penalized; or current investigations where disposition is pending by a regulatory agency; and o Be otherwise qualified and eligible to receive an award under applicable laws and regulations.

1.5 ELIGIBILITY AND MINIMUM REQUIREMENTS

To be eligible to respond to this solicitation and be considered for award, the proposer shall demonstrate to the satisfaction of the Town that it or the persons assigned to the project have successfully performed the kind of work required in this solicitation, similar in scope and complexity, to private or public clients.

Proposers must meet the following minimum qualifications to be awarded. Failure to meet the minimum qualifications may result in rejection of the proposal. Proposers shall submit written documentation such as letters of references or a list of clients, as evidence that they meet the requirements stated below. Letters of references should not be older than three years.

a. The Design-Build Firm shall consist of an architectural and engineering firm, and a general contractor, and shall hold a Florida state contractor license and certification as a marine contractor.

b. The Design-Build Firm shall have continuously demonstrated the ability to successfully perform seawall construction work within the municipal sector.

c. Proposers shall have qualified staff with the experience to manage the project without undue reliance on the Town's staff.

d. The Contractor shall have relevant experience/working knowledge of performing coastal construction work within the last 10 years. The Contractor shall have prior experience working in dense urban settings similar to the Town of Palm Beach.

1.6 CERTIFICATIONS

Any proposer submitting an offer in response to this solicitation shall, at the time of such offer, hold all necessary certifications issued by the State or County Examining Board qualifying the proposer to perform the work proposed by this design/build solicitation. If other professions or trades are required in conjunction with this solicitation and such work/services will be performed or provided by a subcontractor(s), an applicable Certificate of Competency issued to the subcontractor(s) shall be submitted with the proposer's offer; provided, however, that the Town may at its option and in its best interest allow the proposer to supply the subcontractor(s) certificate to the Town during the evaluation period.

All lead architects and engineers on the project must possess current Florida professional registrations or licenses for the architectural and engineering services which they intend to provide.

1.7 PRICES SHALL BE FIXED AND FIRM : GUARANTEED MAXIMUM PRICE

The successful top-ranked proposer shall submit a Guaranteed Maximum Price for all the work to be performed under contract. If the proposer is awarded a contract under this solicitation, the Guaranteed Maximum Price agreed between the Town and the design-build contractor shall remain fixed and firm during the term of contract, except for any change orders or variations that may be approved, which must meet the prior approval and authorization of the Town .

1.8 EXAMINATION OF TOWN FACILITIES OR EQUIPMENT

Prior to submitting its proposal, proposer must attend Mandatory Pre-Proposal Conference followed by Site Visit and inspect the Town of Palm Beach Mid-Town Seawall and become familiar with any conditions which may in any manner affect the work to be done or affect the equipment, materials and labor required. The proposer is also advised to carefully examine the Design Criteria Package, any drawings, specifications, or equipment, and become thoroughly aware regarding all conditions and requirements that may in any manner affect the work to be performed under the contract. No additional allowances will be made because of lack of knowledge of these conditions.

1.9 LIQUIDATED DAMAGES FOR INCOMPLETE PROJECTS OR LATE DELIVERY

Failure to complete the project or deliver the work in accordance with the specifications and to the satisfaction of the Town within the time stated shall cause the design-build contractor to be subject to charges for liquidated damages in the amount of 0.1% of the Guaranteed Maximum Price for each calendar day the design-build contractor fails to timely achieve substantial completion and/or final completion.

As compensation due the Town for loss of use and for additional costs incurred by the Town due to such non-completion of the work, the Town shall have the right to deduct the liquidated damages from any amount due, or that may become due to the design-build contractor under this agreement, or to invoice the design-build contractor for such damages if the costs incurred exceed the amount due to the design-build contractor.

1.10 INSURANCE

The design-build contractor shall not commence any performance pursuant to the terms of this solicitation until certification or proof of insurance has been received and approved by the Town's Risk Management or designee.

The design-built contractor must submit a current Certificate of Insurance, naming the Town of Palm Beach as an additional insured and list as such on the insurance certificate. New certificates of insurance are to be provided to the Town upon expiration.

The design-build contractor shall provide insurance coverage as per the Insurance Requirements attached to this solicitation.

1.11 PERFORMANCE AND PAYMENT BONDS

The proposer to whom a contingent award is made shall duly execute and deliver to the Town Performance and Payment Bonds, in amounts equal to 110% of the total contract price, payable to the Town, as surety for faithful performance under the terms and conditions of the contract. The Performance and Payment Bonds shall be delivered to the Town contemporaneously with contract execution. The bonds shall be substantially in the format of the examples that are a part of this solicitation.

The bonds shall be executed by a surety company of recognized standing, authorized to do business in the State of Florida, and having a resident agent. The bonds may not be canceled, terminated, or revised unless the Town has been provided with thirty (30) days' advanced written notice of such action by the surety. The surety must insert the registered agent to accept service of process in the State of Florida, directly on each bond document.

Acknowledgement and agreement are given by both parties that the payment and performance bonds do not limit the liability of the design-build contractor to the Town in the event of a material breach of the contract agreement by the design-build contractor. The bonds may be used to recover liquidated damages on behalf of the Town.

If the proposer fails to deliver the bonds, the Town shall declare the design-build contractor in default of the contractual terms and conditions, and the Town shall not accept any offer or proposals from that proposer for a twelve (12) month period following such default.

Town accepts only e-Bonds through Surety 2000 per attached form to this solicitation.

1.12 DEFAULT

a. In the event the design-build contractor defaults in the performance of the contract, the Town shall have the following options:

i. The Town will give the design-build contractor written notice of default. If the default is not resolved within the time specified in the notice, the Town may terminate the contract and obtain the services elsewhere.

ii. The Town may recover at law all claims that may be due to the Town from the design build contractor .

iii. The Town may perform such work as it deems necessary to cure the default or subsequent default and charge the design-build contractor for the full cost of the work, plus 30 percent of the cost for administrative overhead.

b. The acceptance of all or part of monies due for any period after a default shall not be deemed as a waiver of any of these options, or a waiver of the default or subsequent default of the same or any other term, covenant, and condition.

c. The design-build contractor, in accepting the resultant contract, agrees that the Town shall not be liable to be prosecuted for damages in the event the Town declares the design-build contractor in default hereunder.

1.13 METHOD OF PAYMENT- INVOICE FOR COMPLETION OF WORK (PROGRESS PAYMENTS)

The design-build contractor shall submit an invoice to the Town upon completion of the work, or portion thereof, and the inspection and acceptance by the Town Engineer or designee. The date of the invoices shall not exceed 30 calendar days from the completion and acceptance of the work. Under no circumstances shall the invoice be submitted to the Town in advance of the performance and acceptance of the work.

The design-build contractor shall use the American Institute of Architects Form G702, Application and certificate for Payment, or an equivalent form, to invoice for this project. The invoice shall contain the following basic information: the design-build contractor's name and address, invoice number, date of invoice, description of the work performed, the contract number, purchase order number, and any discounts.

The Town will allow progress payments for the work to be performed under this contract. Such payments shall be only for work that has been completed and verified by the Town.

All payments shall be subject to the provisions of Florida's Prompt Payment Act.

1.14 WARRANTY REQUIREMENTS: ONE YEAR FROM DATE OF ACCEPTANCE

In addition to all other warranties that may be supplied by the proposer, the design-build contractor shall warrant its products and/or service against faulty labor and/or defective material, for a minimum period of one year from the date of substantial completion. This warranty requirement shall remain in force for the full period;

regardless of whether the design-build contractor is under contract with the Town at the time of defect. Any payment by the Town on behalf of the goods or services received from the design-build contractor does not constitute a waiver of these warranty provisions.

1.15 CLEAN UP

The design-build contractor shall remove all unusable materials and debris from the work site at the end of each workday and dispose of it in an appropriate manner. Upon final completion, the design-build contractor shall thoroughly clean up all areas where work has been involved as mutually agreed with the Town authorized representative.

1.16 PRE-CONSTRUCTION CONFERENCE

The design-build contractor shall conduct a Pre-Construction Conference for Town officials designated to represent the Town prior to the start of any construction work. Any costs incurred by Town officials in conjunction with the pre construction conference shall be borne by the Town .

1.17 RELEASE OF CLAIM REQUIRED

Pursuant to Section 255.05, Florida Statutes, all payments to the design-build contractor's subcontractors shall be made within ten (10) days of receipt of the partial payment by the design build contractor . Except for the first partial payment, the design-build contractor must pay all its subcontractors and suppliers who have performed any work or supplied any materials for the project within ten (10) days after receipt of the partial payment by the design -build contractor for monies due such subcontractors and suppliers because of a percentage of the work complet ed. The design-build contractor must provide the Town's project manager with duly executed affidavits (subcontractor's statement of satisfaction) or releases of claim from all subcontractors and suppliers who have performed any work or supplied any materials for on the Project as of that date. The affidavit or releases shall certify that said subcontractors and suppliers have been paid their proportionate share of all previous partial payments to the design-build contractor. In the event such affidavits cannot be furnished, the design-build contractor may submit an executed consent of surety to requisition payment; identifying the subcontractors and suppliers with the amounts for which the statement of satisfaction cannot be furnished. If the design-build contractor fails to provide a consent of surety to requisition payment, the amount in dispute will be withheld until either the statement of satisfaction is furnished, or the consent of surety to requisition payment is furnished.

1.18 SUBCONTRACTORS OF WORK SHALL BE IDE NTIFIED

As part of its proposal, the proposer must identify all subcontractors that will be used in the performance of the proposed contract, their capabilities and experience, and the portion of the work to be done by the subcontractor.

The competency of the subcontractor(s) with respect to experience, skill, responsibility, and business standing shall be considered by the Town when making the award in the best interest of the Town. If the proposer fails to identify all sub contractors in the proposal, the Town may allow the proposer to submit this documentation during the evaluation period if such action is in the best interest of the Town. The Town reserves the right to deny the use of a subcontractor(s) with or without cause.

1.19 RECORDS, ACCOUNTS, AND STATEMENTS

The design-build contractor shall keep on its premises, or such other place approved by the Town, current, true, accurate, and complete records and accounts of all services provided to the Town and shall give the Town or Town's representative access during reasonable business hours and upon three business days' notice to examine and audit such records and accounts. Such records shall be maintained, as an independent certified public accountant would need to examine to certify a statement of the design-build contractor's business with the Town pursuant to generally accepted auditing standards.

1.20 AS-BUILT DOCUMENTS

Production: During this project, the design-build contractor shall maintain record of the As-Built drawings.

One set shall be always maintained at the site, and it shall be accurate, clear, and complete, showing the actual location of all items as installed . The As-Built drawings shall show all work installed complete to the present stage of progress. These drawings shall be always available for review by the Town.

Completion: At the completion of the project, the design-build contractor shall transfer onto a clean set of drawings all changes marked in color with "AS-BUILTS" stamped on each page, scan all plans in color as one file in PDF format, and then submit electronically to the Town with the corresponding CAD files for verification. If any errors are found, the design-build contractor shall correct the As-Builts and resubmit all plan sheets as one file in PDF format to the Town.

1.21 COMPLIANCE AND CONDUCT

The design-build contractor shall always comply with all rules, regulations, and ordinances of the Town and other governmental agencies having jurisdiction. The design-build contractor shall further take all precautions and extreme care to conduct its activities in a safe, professional, and prudent manner with respect to its agents, employees, members, visitors, and participants.

By entering this contract, the design-build contractor is obligated to comply with the provisions of Section 448.095, Fla. Statutes, "Employment Eligibility." This includes but is not limited to utilization of the E-Verify System to verify the work authorization status of all newly hired employees and requiring all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an alien unauthorized to work in the USA. Failure to comply will lead to termination of this contract, or if a subcontractor knowingly violates the statute, the subcontractor must be terminated immediately.

1.22 SUPERIORITY OF OTHER FORMS OR DOCUMENTS

If the Town is required by the design-build contractor to complete and execute any other forms or documents in relation to the agreement resulting from this solicitation, the terms, conditions, and requirements in this solicitation shall take precedence to all conflicting or modifying terms, conditions, or requirements of the proposer's forms or documents. Additionally, in the event of a conflict between the terms and conditions set forth in this solicitation document and any attachments or exhibits hereto, the terms and conditions set forth herein shall prevail.

1.23 SALES TAX SAVINGS PROGRAM (DIRECT OWNER PURCHASE)

As it may deem in its best interest, the Town shall have the right to directly purchase from its own vendors, or from vendors or subcontractors of the design-build contractor, any item or material for use on this project, to save on the applicable sales tax. The Town will notify the design-build contractor of its decision on the specific materials to be purchased under the Sales Tax Savings Program, and the design-build contractor shall deduct the amounts saved from the total cost for the project.

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