R24-085 1 RESOLUTION NO. R24-085
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING AMENDMENT NO. 1 AND CONSENT TO
5 ASSIGNMENT OF AGREEMENT BETWEEN THE CITY, ABM BUILDING
6 SOLUTIONS, LLC, AND ABM INDUSTRY GROUPS, LLC, FOR TOWN
7 SQUARE/CITY FACILITIES MAINTENANCE SERVICES; PROVIDING AN
8 EFFECTIVE DATE; AND FOR ALL OTHER PURPOSES.
9
10 WHEREAS, on August 11, 2020, City and ABM Building Solutions, LLC ("Assignor"),
11 entered into Contract No. 009-2511-20/RW (the "Agreement") for Town Square/City Facilities
12 Maintenance Services; and
13 WHEREAS, the Parties desire to amend the Agreement to remove the Scope of Work
14 for HVAC Maintenance and Electrical Systems Maintenance from the Agreement and increase
15 the monthly service fee for Landscape Maintenance and Janitorial Services; and
16 WHEREAS, the Assignor desires to assign its rights, interest, and obligations under the
17 Agreement to ABM Industry Groups, LLC ("Assignee"), and the Assignor and Assignee desire to
18 obtain the City's consent to the assignment; and
19 WHEREAS, the City Commission of the City of Boynton Beach, Florida, deems it to be in
20 the best interests of the citizens and residents of the City of Boynton to approve Amendment
21 No. 1 and Consent to Assignment of Agreement to ABM Industry Groups, LLC, for Town
22 Square/City Facilities Maintenance Services.
23 NOW,THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
24 BEACH, FLORIDA, THAT:
25 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
26 being true and correct and are hereby made a specific part of this Resolution upon adoption
27 hereof.
28 SECTION 2. The City Commission hereby approves Amendment No. 1 and Consent to
29 Assignment of Agreement to ABM Industry Groups, LLC, for Town Square/City Facilities
30 Maintenance Services, in form and substance similar to that attached as "Exhibit A," and
31 authorizes the City Manager to execute the Amendment.
32
33 SECTION 3. The fully executed Amendment shall be retained by the City Clerk as a
34 public record of the City, and a copy shall be provided to Kristeena Pinto to forward to the
35 Assignor and Assignee.
36 SECTION 4. This Resolution shall take effect as provided by law.
37 PASSED AND ADOPTED this 16th day of April 2024.
38 CITY OF BOYNTON BEACH, FLORIDA
39 YES NO
40
41 Mayor— Ty Penserga ✓
42 /
43 Vice Mayor—Aimee Kelley
44
45 Commissioner— Angela Cruz
46 /
47 Commissioner— Woodrow L. Hay ✓
48
49 Commissioner— Thomas TurkinI*
50
51 VOTE LI _0
52 ATTEST:
53
55 1 .. _
56 Mayl.•: re Jesus, MP•, MMC 1serga
57 City er . or
58
59 APPROVED AS TO FORM:
60 �+
61 (Corporate Seal) OY T g N '`
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62 •' RPO • . 5411142
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63 ;C)�. Shawna G. Lamb
64 S iNCORpo AR E _ City Attorney
1920 °�
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AMENDMENT NO. 1 AND CONSENT TO ASSIGNMENT OF AGREEMENT
\ u BETWEEN THE CITY OF BOYNTON BEACH AND ABM BUILDING SOLUTIONS,
hTON g�P LLC, FOR TOWN SQUARE/ CITY FACILITIES MAINTENANCE SERVICES
This First Amendment and Consent to Assignment ("Amendment") is entered into by and
between the City of Boynton Beach, a Florida municipal corporation ("City"), ABM Building
Solutions, LLC, a Delaware Limited Liability Company registered to transact business in the State
of Florida ("Assignor"), ABM Industry Groups, LLC, a Delaware Limited Liability Company
registered to transact business in the State of Florida ("Assignee") (collectively referred to as the
"Parties").
RECITALS
A. On August 11, 2020, City and Assignor entered into Contract No. 009-2511-20/RW
(the "Agreement") for Town Square/ City Facilities Maintenance Services.
B. The Parties desire to amend the Agreement to remove the Scope of Work in
regards to HVAC maintenance and Electrical Systems Maintenance from the Agreement, and
increase the monthly service fee for Landscape Maintenance and Janitorial Services.
C. Assignor desires to assign its rights, interest, and obligations under the Agreement
to Assignee, and Assignor and Assignee desire to obtain City's consent to the assignment.
C. Pursuant to Article 15 of the Agreement the City hereby consent to the assignment
of the Agreement on the following terms and conditions.
Now, therefore, in consideration of the mutual terms and conditions, promises,
covenants, and payments hereinafter set forth, the Parties agree as follows:
1. The above Recitals are true and correct and are incorporated herein by reference. All
capitalized terms not expressly defined within this Amendment shall retain the meaning ascribed
to such terms in the Agreement.
2. Except as modified herein, all remaining terms and conditions of the Agreement shall
remain in full force and effect.
3. The Agreement is hereby amended as follows:
Removed Services / Unit Pricing. HVAC Maintenance and Electrical Systems Maintenance
Services for $5,035.58 per month are hereby removed from the Agreement.
First Amendment and Consent to Assignment of Contract No. 009-2511-20/RW Page 1 of 5
Increase in Monthly Price. The monthly price for Landscape Maintenance is hereby increased
from $13,708.33 to $14,810.00. This pricing increase shall be retroactively effective for all
services provided on or after February 1, 2024.
Increase in Monthly Price. The monthly price for Janitorial Services is hereby increased from
$27,668.50 to $28,498.50. This pricing increase shall be retroactively effective for all services
provided on or after February 1, 2024.
4. Contact Information. The contact information for Assignee is as follows:
Description ASSIGNEE
Name of entity ABM Industry Groups, LLC
Federal Employer 95-2495556
Identification Number
(FEIN)
Address 14141 Southwest Freeway, Ste. 477
Sugarland, TX 77478
Telephone
E-mail
5. Consent to Assignment. County hereby consents to the assignment of the Contract to
Assignee, subject to the conditions set forth in this Consent.This consent includes the assignment
of all outstanding obligations of Assignor with regard to any open purchase orders, change
orders, work authorizations, or other pending purchase documents issued pursuant to the
Contract. Notwithstanding the foregoing, Assignor shall remain fully responsible for all duties,
obligations, and performance required by the Contract through the Assignment Effective Date
(defined below).
6. Assumption of Contract. Commencing on the Assignment Effective Date (defined below),
Assignee expressly assumes and agrees to undertake each and every obligation and responsibility
of Assignor under the Agreement, and any other obligation of Assignor or Assignee pursuant to
the Agreement, whether occurring before or after the date of this Amendment.
7. Assignment Effective Date. The Agreement shall be deemed assigned from Assignor to
Assignee on the effective date of this Amendment.
8. Pricing. Assignee expressly agrees to honor all rates and pricing terms of the Agreement,
as amended.
First Amendment and Consent to Assignment of Contract No. 009-2511-20/RW Page 2 of 5
9. Representations and Warranties of Assignee.
(a) Authorized to Do Business. Assignee represents and warrants that it is authorized to
do business in the State of Florida and that it has and will continue to maintain all
licenses and approvals required to conduct business in Florida, and that it will at all
times conduct business in a reputable manner.
(b) Warranty of Performance. Assignee represents and warrants that it possesses the
knowledge, skill, experience, and financial capability required to perform and provide
all services and that each person and entity that will provide services is duly qualified
to perform such services by all appropriate governmental authorities, where required,
and is sufficiently experienced and skilled in the area(s) for which such person or
entity will render services. Assignee represents and warrants that the services shall
be performed in a skillful and respectful manner, and that the quality of all services
shall equal or exceed prevailing industry standards for the provision of such services.
10. Insurance. Assignee shall fully comply with any insurance obligations set forth in the
Agreement. On or before the Assignment Effective Date, Assignee shall provide a copy of the
Certificate(s) of Insurance and endorsements evidencing the required coverages.
11. Compliance with Laws. Assignee shall comply with all state, county, municipal, or other
laws, codes, advisory circulars, rules, regulations, or ordinances, as may be amended, that are
applicable to Assignee's performance of its obligations under the Agreement.
12. Representation of Authority. Assignor and Assignee represent and warrant that this
Amendment constitutes the legal, valid, binding, and enforceable obligation of Assignor and
Assignee, and that neither the execution of this Amendment nor performance of the Agreement
constitutes a breach of any agreement that Assignor or Assignee has with any third party or
violates applicable law. Assignor and Assignee further represent and warrant that execution of
this Amendment is within Assignor and Assignee's legal powers, and each individual executing
this Amendment on behalf of Assignor and Assignee is duly authorized by all necessary and
appropriate action to do so on behalf of Assignor and Assignee and does so with full legal
authority.
13. In the event of any conflict or ambiguity between this Amendment and the Agreement,
the Parties agree that this Amendment shall control. The Agreement, as amended herein by this
Amendment, incorporates and includes all prior negotiations, correspondence, conversations,
agreements, and understandings applicable to the matters contained herein, and the Parties
agree that there are no commitments, agreements, or understandings concerning the subject
matter hereof that are not contained in the Agreement as amended in this
Amendment. Accordingly, the Parties agree that no deviation from the terms hereof shall be
predicated upon any prior representations or agreements, whether oral or written.
First Amendment and Consent to Assignment of Contract No. 009-2511-20/RW Page 3 of 5
14. Assignor acknowledges that through the date this Amendment is executed by Assignor,
Assignor has no claims or disputes against City with respect to any of the matters covered by the
Agreement.
15. The following new sections are added to the Agreement as follows:
(a) Verification of Employment Eligibility. Assignee represents that Assignee and each
subcontractor have registered with and use the E-Verify system maintained by the United
States Department of Homeland Security to verify the work authorization status of all
newly hired employees in compliance with the requirements of Section 448.095, Florida
Statutes, and that entry into this Agreement will not violate that statute. If Assignee
violates this section, City may immediately terminate this Agreement for cause and
Assignee shall be liable for all costs incurred by City due to the termination.
(b) Public Entity Crime Act. Assignee represents that it is familiar with the
requirements and prohibitions under the Public Entity Crime Act, Section 287.133, Florida
Statutes, and represents that its entry into this Agreement will not violate that Act.
Assignee further represents that there has been no determination that it committed a
"public entity crime" as defined by Section 287.133, Florida Statutes, and that it has not
been formally charged with committing an act defined as a "public entity crime"
regardless of the amount of money involved or whether Assignee has been placed on the
convicted vendor list.
16. The effective date of this Amendment shall be the date of complete execution by the
Parties.
17. This Amendment may be executed in multiple originals and may be executed in
counterparts, whether signed physically or electronically, each of which shall be deemed to be
an original, but all of which, taken together, shall constitute one and the same agreement.
THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK
First Amendment and Consent to Assignment of Contract No. 009-2511-20/RW Page 4 of 5
CITY
CITY OF BOYNTON BEACH
By _ /I-
Daniel Dugge - •
Reba %ts r 024 NTO/��‘t,
i Off:• �pORgT ..� I
1.
Attes L (�City Cler ; SEAL ;
.�INCORPORATED:
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O
CITY ATTORNE OFFICE ``\••••FLOR��P
Appro d as to form and legality
By: • t\i\J
ASSIGNOR
ABM BUILDING SOLUTIONS, LLC.
By
Authorized Signer
Ftc-ud.a. Oa. huu.A.at Ma-mar
Print Name and1Title
day of J/ 9/2q , 2024
ASSIGNEE
ABM INDUSTRY GRAUPS/ C
B , if
By
Authorized Signer
Matthew J. Pastore; VP Operations
Print Name and Title
20 day of March , 2024
3.19.24(SRW)
First Amendment and Consent to Assignment of Contract No. 009-2511-20/RW Page 5 of 5