R24-173 1 RESOLUTION NO. R24-173
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, AWARDING RFP NO. PWE24-017 FOR
5 PREQUALIFICATION OF CONTRACTORS FOR MINOR CONSTRUCTION
6 SERVICES TO PRIMARY CONTRACTORS RPM GENERAL CONTRACTORS,
7 INC., FLORIDA PALM CONSTRUCTION,INC., HOMRICH CORPORATION, J.I.J
8 CONSTRUCTION CORP., AND JFB CONSTRUCTION & DEVELOPMENT, INC.,
9 AND TO ALTERNATE CONTRACTORS WAYPOINT CONTRACTING, INC.,
10 COOPER CONSTRUCTION & DEVELOPMENT, LLC, AND ENCOP, INC.;
11 APPROVING AGREEMENTS WITH THE AWARDED CONTRACTORS;AND FOR
12 ALL OTHER PURPOSES.
13
14 WHEREAS, on March 22, 2024, the Procurement Division issued a Request for
15 Qualification (RFQ) No. PWE24-017 for Minor Construction Services with the intent to establish a
16 prequalified list of contractors to perform minor construction projects within the City.These minor
17 construction projects may include building repairs, upgrades, and improvements including but
18 not limited to patching, plumbing, carpentry, masonry, electrical, and other miscellaneous repairs
19 as may be necessary at various City locations; and
20 WHEREAS, on April 22, 2024, the Procurement Division opened and tabulated eighteen
21 (18) submittals to this RFQ. Three (3) submittals were deemed non-responsive, which include
22 Masterson Enterprises LLC, Johnson-Davis Inc., and Pemberton Construction Services LLC. Upon
23 reviewing and scoring each submittal in accordance with the evaluation criteria, the committee
24 disclosed its scores and selected five (5) primary contractors for competitive offers for minor
25 construction projects and three (3) alternate contractors. If a primary contractor is removed from
26 the pool, the next alternate will be moved to the primary pool in order of the committee scoring.
27 Work may be assigned without competition in emergencies; and
28 WHEREAS, the five (5) primary contracts selected were RPM General Contractors, Inc.,
29 Florida Palm Construction, Inc., Homrich Corporation, J.I.J Construction Corp., and JFB
30 Construction & Development, Inc.; and
31 WHEREAS, the three (3) alternate contractors selected were Waypoint Contracting, Inc.,
32 Cooper Construction & Development, LLC, and Encop, Inc.; and
33 WHEREAS, the City Commission, upon recommendation of staff, has deemed it to be in
34 the best interests of the citizens and residents of the City to award RFP No. PWE24-017 for
35 Prequalification of Contractors for Minor Construction Services to primary contractors RPM
36 General Contractors, Inc., Florida Palm Construction, Inc., Homrich Corporation, J.I.J Construction
37 Corp., and JFB Construction & Development, Inc., and to alternate contractors Waypoint
38 Contracting, Inc., Cooper Construction & Development, LLC, and Encop, Inc., (collectively the
39 "Awarded Contractors"), and approve Agreements between the City and Awarded Contractors.
40
41 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
42 BEACH, FLORIDA, THAT:
43 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
44 being true and correct and are hereby made a specific part of this Resolution upon adoption.
45 SECTION 2. The City Commission of the City of Boynton Beach, Florida, hereby awards
46 RFP No. PWE24-017 for Prequalification of Contractors for Minor Construction Services to primary
47 contractors RPM General Contractors, Inc., Florida Palm Construction, Inc., Homrich Corporation,
48 J.I.J Construction Corp., and JFB Construction & Development, Inc., and to alternate contractors
49 Waypoint Contracting, Inc., Cooper Construction & Development, LLC, and Encop, Inc.
50 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby approves
51 the Agreements between the Awarded Contractors and the City for Prequalification of Contractors
52 for Minor Construction Services (the "Agreement"), in form and substance similar to that attached
53 as "Exhibit A."
54 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby
55 authorizes the Mayor to execute the Agreements and such other related documents as may be
56 necessary to accomplish the purpose of this Resolution.
57 SECTION 5. The City Clerk shall retain one fully executed original of each Agreement as
58 a public record. A copy of the fully executed Agreements shall be provided to Michael Dauta to
59 forward to the Awarded Contractor.
60 SECTION 6. This Resolution shall take effect in accordance with law.
61 [signatures on the following page]
62
63 PASSED AND ADOPTED this U" day of -cum - 2024.
64 CITY OF BOYNTON BEACH, FLORIDA ,J
65 YES/ NO
66 Mayor-Ty Penserga
67 f
68 Vice Mayor-Aimee Kelley
69
70 Commissioner-Angela Cruz '/-
71
72 Commissioner-Woodrow L. Hay
73
74 Commissioner-Thomas Turkin
75
76 VOTE 5__ 0
77 A EST
78
79 I
80 Maylee De J-su• PA, M _,,,,,`` T, •e-•a - Zoe"
81 City Clerk ;-CpN•BEq ,� Ma
82 o'0 o(kATE •'•C 'y 111
83 o c) ��C� APPROVED AS TO FORM:
84 (Corporate Seal) , ,.• CJ� e
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88 City Attorney
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MASTER AGREEMENT FOR MINOR CONSTRUCTION SERVICES
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
RPM GENERAL CONTRACTORS, INC.
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, Florida 33435, hereinafter referred to as "CITY", and RPM General Contractors,
Inc.a Florida Profit Corporation authorized to do business in the State of Florida, with a business address
of 680 N.E. 26th Court, Pompano Beach, FL 33064, hereinafter referred to as the "CONTRACTOR." In
consideration of the mutual benefits, terms, and conditions hereinafter specified the Parties agree as set
forth below.
1. PROJECT DESIGNATION. The CONTRACTOR is retained by the City as a primary contractor to
provide the services, work, and all labor, parts, and materials related to RFQ NO.: PWE24-017—PRE-
QUALIFICATION OF CONTRACTORS FOR MINOR CONSTRUCTION SERVICES.
2. SCOPE OF SERVICES/PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and
supervision required to perform Minor Construction Services, defined as projects less than
$200,000 (the"Services")by way of individual task orders(each a"Task Order"),at the request
of the CITY, on an as-needed basis during the Term of this Agreement. All Services shall be
performed in accordance with the terms and conditions of the Contract Documents, which are
comprised of the RFQ, General Conditions for Construction, CONTRACTOR's Proposal, this
Agreement, and any Task Order.
b. Minor construction projects will be initiated by the CITY upon issuance of a solicitation, or Task
Order, and shall be advertised to all primary pre-qualified contractors. CONTRACTOR shall be
required to respond to each advertisement when requested, whether by offer or response of
"no bid." If the CONTRACTOR fails to respond to more than three (3)consecutive requests for
proposals by the CITY, the firm shall be removed from the primary prequalification pool and all
subsequent bidding opportunities under this contract.
c. If a primary pre-qualified contractor is removed from the qualification pool, the next highest-
ranked alternate will be added to the primary prequalification pool.
d. Task Orders. The specific scope of work for each project will be described in a Task Order.
Each Task Order shall identify the location, scope of work, compensation, any applicable
general or special conditions, and the project schedule, and shall be signed by the CITY and
CONTRACTOR. Time shall be of the essence for each Task Order.
e. No project under this contract shall require bid, payment, or performance bonds unless
specifically noticed in the solicitation or Task Order.
3. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
August 7, 2024 ("Effective Date") and shall remain in effect through August 6, 2027 ("Initial Term").
The CITY reserves the right to renew the Agreement for two (2) one-year renewals (each a
"Renewal") subject to CONTRACTOR acceptance, satisfactory performance as determined by the
CITY, and determination by the CITY that renewal will be in the best interest of the CITY. Such
Renewals are only effective and valid if in writing and signed by each parties' authorized
representative. The City Manager is authorized to execute a renewal amendment on behalf of the
CITY. Both the Initial Term and any Renewal(s) shall be collectively referred to as the "Term."
4. TIME OF PERFORMANCE. Services under this Agreement shall commence upon the CITY giving
CONTRACTOR written notice to proceed with a Task Order. CONTRACTOR shall perform all services
and provide all work products required pursuant to this Agreement and specific Task Order unless an
extension of time is granted in writing by the CITY. CONTRACTOR shall complete each executed Task
Order without regard to whether such completion would cause Services to be performed after the
expiration date of this Agreement. Any Task Order for which performance extends beyond the Term
may be amended after that expiration date, provided that any additional Services, time, and
compensation are permitted under this Agreement. The terms and conditions of this Agreement shall
continue to govern Task Orders notwithstanding the expiration of this Agreement.
5. PAYMENT. The CONTRACTOR shall be paid by the CITY for completion of work performed under
each Task Order at the lump sum or unit prices presented by the CONTRACTOR and accepted by the
City.
a. The CONTRACTOR shall submit an invoice to the CITY requesting periodic progress
payments for work that has been completed and has been inspected and accepted by the
CITY. The date of the invoices shall not exceed 30 calendar days from the completion of the
work. Under no circumstances shall the invoice be submitted to the CITY in advance of the
delivery and acceptance of the work.
b. The CONTRACTOR shall use AIA® Contractor form G702 Application and Certificate for
Payment to invoice on each Task Order, or an approved equal form. The invoice shall contain
the following basic information: the contractor's name and address, invoice number, date of
invoice, reference (or include a copy 00 the corresponding delivery ticket number or packing
slip number, description of the goods or service, the contract number, Task Order number,
purchase order number, and any discounts.
d. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
e. The CONTRACTOR's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of five (5) years
after the termination of the Agreement. Copies shall be made available upon request.
f. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. LIQUIDATED DAMAGES. The actual damages CITY and the public may suffer as a result of the
failure to complete work under a Task Order within the scheduled time are not ascertainable at the time
of this Agreement. If said work under any Task Order is not substantially and then fully completed
within the time established by the Task Order and the Contract Documents, as may be adjusted, the
CONTRACTOR shall be liable and hereby agrees to pay to the CITY as liquidated damages, and not
as a penalty, a sum per calendar day for each and every day or part of a day thereafter that said work
remains incomplete. Each Task Order shall specify the sum of liquidated damages per calendar day
that CONTRACTOR shall pay to CITY.
7. ROLE OF THE CITY.
a. The CITY shall be the owner's representative under each Task Order. In that capacity, the
CITY shall perform the following:
1) Pay the CONTRACTOR for all work and services satisfactorily performed per each Task
Order.
2) Monitor the performance of the work.
b. CONTRACTOR understands and agrees that in serving in the capacity outlined above, the
CITY assumes neither responsibility or liability for the performance or the quality of the work.
CONTRACTOR remains solely responsible and liable for same.
c. CONTRACTOR understands and agrees that in the event of a dispute related to or arising out
of any matter related to this Agreement, the CITY's sole obligation and liability is for payment
for work satisfactorily performed and CONTRACTOR expressly releases CITY from any other
responsibility or liability whatsoever.
8. SITE CONDITIONS. CONTRACTOR shall have the sole responsibility of satisfying itself concerning
the nature and location of the work and the general conditions, which can in any way affect the
performance of the work or the cost associated therewith.
9. PERMITS AND FEES. All permits or licenses necessary for the performance of the work or required
by law or ordinance, including building permits, shall be secured, maintained, and paid for by the
CONTRACTOR.
10. CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTRACTOR shall,
prior to the execution of any Task Order, by careful examination, satisfy itself as to the nature and
location of the work,the conformation of the ground, the character, quality and quantity of the materials
to be encountered, the character of the equipment and facilities needed preliminary to and during the
prosecution of the work, and the general and local conditions. Execution of a Task Order by the
CONTRACTOR shall be a representation that the CONTRACTOR has visited the site, reviewed any
design criteria furnished by CITY, become generally familiar with local conditions under which the work
is to be performed and correlated personal observations with requirements of the Contract Documents.
CONTRACTOR agrees that its inspection of the site and review of information furnished by CITY shall
be adequate investigation. By execution of a Task Order, CONTRACTOR represents that the plans
and specifications are consistent, practical,feasible and constructible within the scheduled construction
time and CONTRACTOR affirmatively covenants that CONTRACTOR has observed no defects or
discrepancies in the plans, specifications or site. CONTRACTOR agrees that that if during construction
any discrepancies,defects, etc., are discovered by or made known to CONTRACTOR, CONTRACTOR
shall immediately communicate same to CITY.
11. NO DAMAGE FOR DELAY. The CONTRACTOR expressly agrees that a change order for an
extension of the completion date in the Task Order constitutes its sole and exclusive remedy for
efficiency or other related time or impact based claims (hereinafter collectively "delay") or for delay
attributable to any foreseen or unforeseen condition, or for delays claimed to be the result of active,
intentional, knowing or passive interference by the City or its agents, and waives claims for any and all
damages which it may suffer by reason of such claims, including but not limited to, lost profits, loss or
impairment of bonding capacity, destruction of business, overhead, supervision, extended unabsorbed
home office overhead, increase insurance costs, lost profits on alternate or unperformed contracts.
CONTRACTOR hereby affirms that an extension of time is the CONTRACTOR's sole and exclusive
remedy.
12. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with the Contract Documents for a period of one year from the final certificate of
occupancy for the project (or if no certificate of occupancy to be issued, within one year of substantial
completion) or for such longer periods of time as may be set forth with respect to specific warranties
contained in the specifications.
13. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the CONTRACTOR in connection with the Services rendered under this
Agreement shall be the property of the CITY whether the project for which they are made is executed
or not. The CONTRACTOR shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with CONTRACTOR's
endeavors.
14. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
15. WARRANTIES AND REPRESENTATIONS. CONTRACTOR represents and warrants to the CITY that
it is competent to engage in the scope of Services contemplated under this Agreement and that it will
retain and assign qualified professionals to all assigned projects during the Term of this Agreement.
CONTRACTOR's Services shall meet a standard of care for professionals in the industry.
16. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the Services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida, and City of Boynton Beach,
ordinances and regulations that are applicable to the Services to be rendered under this Agreement.
17. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
18. INDEMNIFICATION.
a, The CONTRACTOR shall indemnify and hold harmless the CITY, its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense,which the CITY or its officers,employees,agents or instrumentalities
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind
or nature arising out of, relating to and resulting from the performance of this Agreement by the
CONTRACTOR, its employees, agents, partners, principals or subcontractors. The
CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of the CITY, where
applicable, including appellate proceedings, and shall pay all costs,judgments, and attorneys'
fees which may issue thereon. Neither party to this Agreement shall be liable to any third party
claiming directly or through the other respective party, for any special, incidental, indirect, or
consequential damages of any kind, including but not limited to lost profits or use that may
result from this Agreement or out of the services or goods furnished hereunder. The parties
agree that Twenty-five Dollars ($25.00) of the total compensation paid to the CONTRACTOR
for the performance of this Agreement shall represent the specific consideration for the
CONTRACTOR's indemnification of the CITY. The extent of CONTRACTOR's indemnification
shall be limited to one and one-half (1 1/2) times the Task Order price or One Million Dollars
($1,000,000) per occurrence, whichever is greater. It is the specific intent of the Parties hereto
that the foregoing indemnification complies with §725.06, Florida Statutes. It is further the
specific intent and agreement of the parties that all of the Contract Documents on this Project
are hereby amended to include the foregoing indemnification and the "Specific Consideration"
therefor.
b. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
c. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
19. INSURANCE.
a. During the performance of the services under this Agreement, CONTRACTOR shall maintain
the following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All policies shall be written by an insurance company authorized to do
business in Florida. CONTRACTOR shall be required to obtain all applicable insurance
coverage, as indicated below, prior to commencing any service pursuant to this Agreement:
1) Worker's Compensation Insurance: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Worker's Compensation Insurance covering all employees with
limits meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the CITY of Boynton Beach, executed by the insurance company.
2) Comprehensive General Liability: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall
be on an "Occurrence" basis. Coverage shall include Premises and Operations;
Independent consultants, Products-Completed Operations and Contractual Liability with
specific reference to Article 18, "Indemnification" of this Agreement. This policy shall
provide coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. CONTRACTOR shall maintain a
minimum coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal
injury/and$1,000.000 per occurrence/aggregate for property damage.The general liability
insurance shall include the CITY as an additional insured and shall include a provision
prohibiting cancellation of the policy upon thirty (30) calendar days prior written notice to
the CITY.
3) Business Automobile Liability: The CONTRACTOR shall procure and maintain, for the
life of this Agreement, Business Automobile Liability Insurance. The CONTRACTOR shall
maintain a minimum amount of $1,000,000 combined single limit for bodily injury and
property damage liability to protect the CONTRACTOR from claims for damage for bodily
and personal injury, including death, as well as from claims for property damage, which
may arise from the ownership, use of maintenance of owned and non-owned automobile,
included rented automobiles, whether such operations be by the CONTRACTOR or by
anyone directly or indirectly employed by the CONTRACTOR.
4) Professional Liability (Errors and Omissions) Insurance: The CONTRACTOR shall
procure and maintain for the life of this Agreement in the minimum amount of$1,000,000
per occurrence.
5) Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow form of the General Liability, Auto Liability and Employer's Liability.
This coverage shall be maintained for a period of no less than the later of three (3) years
after the delivery of goods/services or final payment pursuant to the Agreement.
b. CONTRACTOR shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
c. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or canceled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
d. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
20. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the CONTRACTOR is
an independent contractor with respect to the services provided pursuant to this Agreement. Nothing
in this Agreement shall be considered to create the relationship of employer and employee between
the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to
any benefits accorded CITY employees by virtue of the services provided under this Agreement. The
CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social
Security or for contributing to the state industrial insurance program, otherwise assuming the duties of
an employer with respect to CONTRACTOR, or any employee of CONTRACTOR.
21. COVENANT AGAINST CONTINGENT FEES. The 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 CONTRACTOR has not paid or agreed
to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this contract. For breach or violation of this warranty, the CITY
shall have the right to annul this Agreement without liability or, in its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
22. TRUTH-IN-NEGOTIATION CERTIFICATE.
a. Execution of this Agreement by the CONTRACTOR shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the date
of the Agreement and no higher than those charged to the CONTRACTOR's most favored
customer for the same or substantially similar service.
b. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside
CONTRACTORs. The CITY shall exercise its rights under this"Certificate"within one (1)year
following payment.
23. DISCRIMINATION PROHIBITED. The CONTRACTOR, with regard to the Services performed by it
under this Agreement,will not discriminate on the grounds of race,color, national origin, religion, creed,
age, sex, or the presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
24. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
25. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
26. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) calendar days after written notice by the CITY to the
CONTRACTOR for such termination in which event the CONTRACTOR shall be paid its
compensation for services performed to the termination date, including services reasonably
related to termination. In the event that the CONTRACTOR abandons the Agreement or
causes it to be terminated,the CONTRACTOR shall indemnify the CITY against loss pertaining
to this termination.
b. Termination for Cause. In addition to all other remedies available to CITY, this Agreement
shall be subject to cancellation by CITY for cause, should CONTRACTOR neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein contained,
if such neglect or failure shall continue for a period of thirty(30) calendar days after receipt by
CONTRACTOR of written notice of such neglect or failure.
27. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
28. UNCONTROLLABLE FORCES.
a. Neither the CITY nor CONTRACTOR shall be considered to be in default of this Agreement if
delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which,
by the exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
b. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
29. NOTICES. Notices to the CITY shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
With Copy to: Shawna G. Lamb, City Attorney
City of Boynton Beach
100 East Ocean Ave.
Boynton Beach, FL 33435
Telephone No. (561)742-6000
Notices to CONTRACTOR shall be sent to the following address:
Robert P. McTeague, Jr.
RPM General Contractors, Inc.
680 N.E. 26th Court
Pompano Beach, FL 33064
30. INTEGRATED AGREEMENT. This Agreement, together with attachments, exhibits, or addenda,
represents the entire and integrated agreement between the CITY and the CONTRACTOR and
supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may
be amended only by written instrument signed by both CITY and CONTRACTOR.
31. SOVEREIGN IMMUNITY.
a. CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing
in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the
immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may
be amended from time to time, or any successor statute thereof. To the contrary, all terms and
provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be
construed or resolved so as to insure CITY of the limitation from liability provided to any
successor statute thereof. To the contrary, all terms and provision contained in the Agreement,
or any disagreement or dispute concerning it, shall be construed or resolved so as to insure
CITY of the limitation from liability provided to the State's subdivisions by state law.
b. In connection with any litigation or other proceeding arising out of the Agreement,the prevailing
party shall be entitled to recover its own costs and attorney fees through and including any
appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees,
however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's
liability beyond the limits established in Section 768.28, Florida Statutes, as amended.
1) Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement shall be in a court of law. The CITY does
not consent to mediation or arbitration for any matter connected to this Agreement.
2) The parties agree that any action arising out of this Agreement shall take place in Palm
Beach County, Florida.
32. E-VERIFY.
a. CONTRACTOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described herein
below.
Definitions for this Section:
1) "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor,supplies,or services to such employer
in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is
not limited to, a vendor or consultant.
2) "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for a salary, wages, or other
remuneration.
3) "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective
January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the
work authorization status of all newly hired employees. Contractor shall register for and utilize the
U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of:
1) All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
2) All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the City of Boynton Beach.
The Contractor acknowledges and agrees that registration and use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is
a condition of the contract with the City of Boynton Beach; and
3) The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility,"as amended from time to time. This includes, but is not limited
to registration and utilization of the E-Verify System to verify the work authorization
status of all newly hired employees. Contractor shall also require all subcontractors to
provide an affidavit attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such
affidavit for the duration of the contract. Failure to comply will lead to termination of this
Contract, or if a subcontractor knowingly violates the statute, the subcontract must be
terminated immediately.Any challenge to termination under this provision must be filed
in the Circuit Court no later than twenty(20)calendar days after the date of termination.
Termination of this Contract under this Section is not a breach of contract and may not
be considered as such. If this contract is terminated for a violation of the statute by the
Contractor, the Contractor may not be awarded a public contract for a period of one
(1) year after the date of termination.
33. SCRUTINIZED COMPANIES 287.135 and 215.473.
By execution of this Agreement, CONTRACTOR certifies that CONTRACTOR is not participating
in a boycott of Israel. CONTRACTOR further certifies that CONTRACTOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,
and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
has CONTRACTOR been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the CITY will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The CITY shall provide notice, in writing, to CONTRACTOR of the CIT's
determination concerning the false certification. CONTRACTOR shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is discovered
during the active contract term, CONTRACTOR shall have ninety(90) days following receipt of the
notice to respond in writing and demonstrate that the determination of false certification was made
in error. If CONTRACTOR does not demonstrate that the CITY's determination of false certification
was made in error then the CITY shall have the right to terminate the contract and seek civil
remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time.
34. MISCELLANEOUS.
a. No assignment by a party hereto of any rights under or interests in the Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty
or responsibility under the Agreement.
b. CITY and CONTRACTOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns, and legal
representatives in respect of all covenants, agreements, and obligations contained in the
Agreement.
c. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
d. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the
CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that
is the subject of this Agreement. Payment of the invoice and acceptance of such payment by
CONTRACTOR shall release CITY from all claims of liability by CONTRACTOR in connection
with this Agreement.
e. At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's
property from all damage whatsoever on account of the Services being carried on under this
Agreement.
f. It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes,
ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal
agencies as applicable.
g. This Agreement represents the entire and integrated agreement between CITY and
CONTRACTOR and supersedes all prior negotiations, representations,or agreements, either
written or oral. This Agreement is intended by the parties hereto to be final expression of this
Agreement, and it constitutes the full and entire understanding between the parties with
respect to the subject hereof, notwithstanding any representations, statements, or
agreements to the contrary heretofore made. In the event of a conflict between this
Agreement, the solicitation, and the CONTRACTOR's proposal, this Agreement shall govern
then the solicitation, and then the CONTRACTOR's proposal.
h. This Agreement may be executed by hand or electronically in multiple originals or
counterparts, each of which shall be deemed to be an original and together shall constitute
one and the same agreement. Execution and delivery of this Agreement by the Parties shall
be legally binding, valid, and effective upon delivery of the executed documents to the other
party through facsimile transmission, email, or other electronic delivery.
i. Non-Exclusive; No Guaranty. This Agreement is non-exclusive and the CITY reserves the
right to award other contracts for work falling within the scope of this Agreement. No Task
Order(s) or minimum amount of work or compensation is guaranteed under this Agreement.
j. Any and all legal action necessary to enforce the terms of this Agreement shall be governed
by the laws of the State of Florida. Any legal action arising from the terms of this Agreement
shall be submitted to a court of competent jurisdiction located exclusively in Palm Beach
County.
k. Services Provided in Response to Natural Disaster / Emergency. CONTRACTOR provides
services that the CITY may require in the event of a hurricane or other disaster.CONTRACTOR
acknowledges and agrees that in such event, the CITY may apply to the State of Florida or the
federal government for funds which will be used to pay CONTRACTOR or reimburse the CITY
for payments made to CONTRACTOR. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Provider desires to be eligible to be awarded disaster
work and be compensated through federal funds. The CITY and CONTRACTOR agree that
with respect to any services or work performed or provided by CONTRACTOR or its
subcontractors under the Agreement arising or related to a disaster event, the I.rt visions set
forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is atti ched hereto
as Exhibit A and incorporated herein by reference, shall apply. The FEMA Requirt r lents shall
only modify this Agreement upon the provision by CONTRACTOR of work or servic e; required
as a result of a disaster. The terms and conditions of the Agreement and ti e FEMA
Requirements should be read to operate in concert, except where directly in con li t In the
event of a conflict between the terms of the Agreement and the FEMA Requirements, `.I• e FEMA
Requirements shall govern and prevail
35. DEFAULT OF CONTRACT& REMEDIES.
a. Correction of Services. If, in the judgment of CITY, Services provided by CONTRAC DR do
not conform to the requirements of this Agreement,or if the Services exhibit poor workm 311ship,
CITY reserves the right to require that CONTRACTOR correct all deficiencies in the Stir 'ices
to bring the Services into conformance without additional cost to CITY, and/or replace any
personnel who fail to perform in accordance with the requirements of this Agreement. CITY
shall be the sole judge of non-conformance and the quality of workmanship and perform aice
of Services.
b. Default of Contract.The occurrence of any one or more of the following events shall consti`u`e
a default and breach of this Agreement by CONTRACTOR:
1) The abandonment of the project by CONTRACTOR for a period of more than sevar
(7) business days.
2) The abandonment, unnecessary delay, refusal of, or failure to comply with any of th1
terms of this Agreement or neglect or refusal to comply with the instructions of the
CITY's designee.
3) The failure by CONTRACTOR to observe or perform any of the terms, covenants, or
conditions of this Agreement to be observed or performed by CONTRACTOR, where
such failure shall continue for a period of seven (7) business days after written notice
thereof by CITY to CONTRACTOR; provided, however, that if the nature of
CONTRACTOR's default is such that more than seven (7) business days are
reasonably required for its cure, then CONTRACTOR shall not be deemed to be in
default if CONTRACTOR commences such cure within said seven (7) business day
period and thereafter diligently prosecutes such cure to completion.
4) The assignment and/or transfer of this Agreement or execution or attachment thereon
by CONTRACTOR or any other party in a manner not expressly permitted hereunder.
5) The making by CONTRACTOR of any general assignment or general arrangement for
the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have
CONTRACTOR adjudged a bankruptcy,or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed against
CONTRACTOR, the same is dismissed within sixty (60) calendar days); or the
appointment of a trustee or a receiver to take possession of substantially all of
CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where
possession is not restored to CONTRACTOR within thirty (30) calendar days; for
attachment, execution or other judicial seizure of substantially all of CONTRACTOR's
assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not
discharged within thirty(30) calendar days.
c. Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR,
in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct
CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice
shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal,
failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent
by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such
declaration of default and terminate the Agreement. The Surety on the Performance Bond
shall within ten (10)calendar days of such declaration of default, rectify or cause to be rectified
any mismanagement or breach of service in the Agreement and assume the work of
CONTRACTOR and proceed to perform services under the Agreement, at its own cost and
expense.
1) Upon such declaration of default, all payments remaining due CONTRACTOR at the
time of default, less all sums due CITY for damages suffered, or expenses incurred by
reason of default, shall be due and payable to Surety. Thereafter the Surety shall
receive monthly payments equal to those that would have been paid by the
CONTRACTOR had the CONTRACTOR continued to perform the services under the
Agreement.
2) CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and
the facilities necessary for the completion of the Agreement, and charge the cost of
same to CONTRACTOR and/or the Surety together with the costs incident thereto to
such default.
3) In the event CITY completes the Agreement at a lesser cost than would have been
payable to CONTRACTOR under this Agreement, if the same had been fulfilled by
CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be
greater, CONTRACTOR shall pay the amount of such excess to the CITY.
4) Notwithstanding the other provisions in this Article, CITY reserves the right to terminate
the Agreement at any time, whenever the service provided by CONTRACTOR fails to
meet reasonable standards of the trade after CITY gives written notice to the
CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14)
calendar days of the receipt by CONTRACTOR of such notice from CITY.
36. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS
IN GOVERNMENT CONTRACTING.
CONTRACTOR is hereby notified of the provisions of section 287.05701, Florida Statutes, as
amended, that the CITY will not request documentation of or consider a CONTRACTOR's social,
political, or ideological interests when determining if the CONTRACTOR is a responsible
CONTRACTOR. CONTRACTOR is further notified that the CITY's governing body may not give
preference to a CONTRACTOR based on the CONTRACTOR's social, political, or ideological
interests.
37. PUBLIC ENTITY CRIME ACT.
CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR has been placed on the convicted vendor list.
38. COUNTRIES OF CONCERN.
CONTRACTOR represents that it is, and for the duration of the Term will remain, in compliance with
Section 286.101, Florida Statutes.
39. ANTI-HUMAN TRAFFICKING.
On or before the Effective Date of this Agreement,CONTRACTOR shall provide CITY with an affidavit
attesting that the CONTRACTOR does not use coercion for labor or services, in accordance with
Section 787.06(13), Florida Statutes.
40. PUBLIC RECORDS.
The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall
comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
c. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and, following completion of the contract, CONTRACTOR shall destroy all
copies of such confidential and exempt records remaining in its possession once the
CONTRACTOR transfers the records in its possession to the CITY; and
d. Upon completion of the contract, CONTRACTOR shall transfer to the CITY, at no cost to the
CITY, all public records in CONTRACTOR's possession All records stored electronically by
CONTRACTOR must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of the
CITY.
e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and
year set forth below their respective signatures.
DATED this07-454fday of jciiv _ ,20?9
CITY OF BOYNTON BEACH RPM GENERAL CONTRACTORS, INC.
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EXHIBIT A
FEDERALLY REQUIRED CONTRACT TERMS
The FEMA Reauirements shall only modify the Contract upon the orovision by the Contractor of work
or services reauired as a result of a disaster,
The term"Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract"as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed or
provided by Contractor or its subcontractors under the Contract arising or related to a disaster event,the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA Requirements")
shall apply.The FEMA Requirements shall only modify the Contract upon the provision by Contractor of
work or services required as a result of a disaster.The terms and conditions of the Contract and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the event of a
conflict between the terms of the Contract and the FEMA Requirements, the FEMA Requirements shall
govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The federal
funds appropriated by the Federal Emergency Management Agency (FEMA)will be administered through
the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other provisions
of the Contract, the FEMA Requirements will govern and prevail. Only FEMA provisions applicable
to the Contract shall apply.
C. payment. Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies.
(1) Leaal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other legal
or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any provision
of this article. The City shall recover its court costs and reasonable attorneys' fees in any legal
proceedings commenced to enforce the contract.
(2) Additional Remedies. In addition to any other remedies provided for in the contract or to which the City
may be entitled at law or in equity, in the event of a breach or violation of the Contract by the Contractor,
the Contractor shall be subject to debarment or suspension from consideration for the award of
additional contracts from the City, including but not limited to contracts related to disaster relief or
recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City.The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article by
any other legal means.
E. Termination or Suspension of Contract.
The City may, by written notice to the Contractor, suspend any or all of the City's obligations under the
Contract due to the Contractor's failure to comply with applicable law or the terms of the Contract until
such time as the event or condition resulting in such suspension has ceased or been corrected.
F. Termination for Cause. The City shall have the right to terminate the Contract for cause, in the event of a
breach of the contract terms, upon five (5)-calendar days written notice to Contractor. In the event of
termination, the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City shall
be liable for the payment of all portions of materials,supplies,services,and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work, materials,or services not performed or delivered to the City.
All other termination provisions in the Contract shall remain applicable.
G. Termination for Convenience. The City may terminate this Contract at its convenience with or without
cause upon written notice of termination to the Contractor. In the event of such a termination by the City,
the City shall be liable for the payment of all Work properly performed prior to the effective date of
termination and for all portions of materials, supplies, services, and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work,materials, or services not performed or delivered to the
City.All other termination provisions in the Contract shall remain applicable.
H. Chanaes to Contract. Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations,and mutually
agreed, may be made part of the Contract by written amendment duly executed by City and Contractor.
I. gaual Emoloyment O000rtunity.
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex,sexual orientation, gender identity, 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, sexual orientation, gender
identity, 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 advertisementsfor employees placed by or on behalf of the
contractor, state that all qualified applicants will receive consideration for employment without
regard to race,color, religion,sex, sexual orientation, gender identity, 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 orde,-s of the Secretary of Labor.
(6) The contractor will furnish all information and r aports required by Executive Order 11246 of September
24, 1965, and by rules, regulations,and orders of the Secretary of Labor,or pursuant thereto, and will
permit access to his books, records, and accoi .nts by the administering agency and the Secretary of
Labor for purposes of investigation to ascertain :ompliance with such rules, regulations, and orders.
(7) In the event of the contractors noncompliance \ vith the nondiscrimination clauses of this contract
or with any of the said rules, regulations, or ord( rs, his contract may be canceled, terminated, or
suspended in whole or in part and the contractor i lay be declared ineligible for further Government
contracts or federally assisted construction contra its in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, E Id such other sanctions may be imposed and
remedies invoked as provided in Executive Ord( r 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as o> >erwise provided by law.
(8) The contractor will include the portion of the sentence mmediately preceding paragraph (1) and the
provisions of paragraphs (1)through (8) in every subco itract or purchase order unless exempted by
rules, regulations, or orders of the Secretary of Labor i sued pursuant to section 204 of Executive
Order 11246 of September 24, 1965, so that such provisi ins will be binding upon each subcontractor
or vendor. The contractor will take such action with respe ;t to any subcontract or purchase order as
the administering agency may direct as a means of enforc rig 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 vend( r as a result of such direction by the
administering agency, the contractor may request the Unit 'd States to enter into such litigation to
protect the interests of the United States. The applicant fur her agrees that it will be bound by the
above equal opportunity clause with respect to its own emplc yment practices when it participates in
federally assisted construction work: Provided, if the applica it so participating is a State or local
government, the above equal opportunity clause is not applic able to any agency, instrumentality or
subdivision of such government which does not participate ir, work on or under the contract. The
applicant agrees that it will assist and cooperate actively wit. i the administering agency and the
Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will
furnish the administering agency and the Secretary of Labor such information as they may require for
the supervision of such compliance, and that it will otherwise assi ,t the administering agency in the
discharge of the agency's primary responsibility for securing compli, nce. The applicant further agrees
that it will refrain from entering into any contract or contract modific 3tion subject to Executive Order
11246 of September 24, 1965,with a contractor debarred from,or wh )has not demonstrated eligibility
for, Government contracts and federally assisted construction conte acts pursuant to the Executive
Order and will carry out such sanctions and penalties for violation of he equal opportunity clause as
may be imposed upon contractors and subcontractors by the administe -ing agency or the Secretary of
Labor pursuant to Part 11, Subpart D of the Executive Order. In additk n, the applicant agrees that if
it fails or refuses to comply with these undertakings, the administering gency may take any or all of
the following actions: Cancel, terminate, or suspend in whole or in p,,rt this grant (contract, loan,
insurance, guarantee); refrain from extending any further assistance to the applicant under the
program with respect to which the failure or refund occurred until sati:f,Ictory assurance of future
compliance has been received from such applicant; and refer the case to the Department of Justice
for appropriate legal proceedings
J. Civil Riahts.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) Agg. In accordance with section 4 of the Age Discrimination in Employ gent Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from (li ;crimination against
present and prospective employees for reason of age.
(2) Disabilities. In accordance with section 102 of the Americans with Disabilia;s Act,as amended,
42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities, and which prohibits discrimination in the areas of employment, public
accommodations,transportation, telecommunications and government services.
K. Davis Bacon Act and Copeland Anti-Kickback Act.
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act-40 USC s. 3145)
In situations where the Davis-Bacon Act does not apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if applicable)
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29 C.F.R. pt.5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to 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.
(3)The Contractors will pay wages not less than once a week.
Compliance with Copeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt.3 as may be applicable,which are incorporated by reference into this
contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach.A breach of the contract clauses above may be grounds for termination of the contract, and
for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
L. Contract Work Hours and Safety Standards Act.
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics or
laborers; 29 CFR Part 5; 2 CFR Part 22,Appendix II, E)
(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. U. S. Department of Homeland Security Headquarters 500 C St
SW Washington, D.C. 20042.
(2)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (b)(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 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 (b)(1)of this section, in the sum
of$27 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 (b)(1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) 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 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 (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (b)(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 (b)(1)through (4)of this section.
M. j3iahts to Inventions Made Under a Contract or Aareement.
(Applicable if FEMA award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a)
and the non-Federal entity 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". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and
Federal Assistance to Individuals and Households- Other Needs Assistance Grant Program. 37 CFR
Part 401; 2 CFR Part 200,Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
N. Clean Air Act and the Federal Water Pollution Control Act.
(Applicable to Contracts in Excess of$150,000)
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,Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
Federal Water 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,Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
O. Certification Reaardina Debarment. Suspension. lneliaibility and Voluntary Exclusion.
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order 12689, 2
CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out below.
b. The inability of a person to provide the certification set out below will not necessarily
result in denial of participation in this covered transaction.The Contractor shall submit
an explanation of why it cannot provide the certification set out below.The certification
or explanation will be considered in connection with the department or agency's
determination whether to enter into this transaction. However,failure of the Contractor
to furnish a certification or an explanation shall disqualify such a person from
participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or agency
to whom this proposal is submitted if any time the prospective primary participant
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
d. 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).
e. 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.
f. 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, and
the City,the Federal Government may pursue available remedies,including but not
limited to suspension and/or debarment.
g. The Contractor 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
the Contract. The Contractor further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
P. Certification Reaardina Use of Contract Funds for Lobbvina - Byrd Anti-Lobbying.
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicable to contracts in excess of$100,000. 2 CFR Part 200,
Appendix II)
Contractors with contracts 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
City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum,to the best of his or her knowledge and belief,
that:
a. 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 any Federal 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, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
b. 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
Federal 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.
c. This certification is a material representation of the 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. 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.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000, and
that all such recipients shall certify and disclose accordingly.
e. The Contractor,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. Chap. 38, Administrative Remedies for
False Claims and Statements, apply to this certification and disclosure, if any.
P. Procurement of Recovered Materials.
(Applicable to all FEMA contracts, 42 USC s. 6962; 2 CFR Part 200,Appendix II, K; 2 CFR s. 200.322)
(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-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items,is available at
EPA's Comprehensive Procurement Guidelines website,
www.eoa.qov/smm/comorehensiveprocurement-quideiine-cpq-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the
Solid Waste Disposal Act."
Q. Compliance with Federal Law.Reaulations. and Executive Orders.
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, and as amended from to time, including but not
limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended,42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Compliance with State and Federal Renortina Reauirements. The contractor and its subcontractors
shall comply with and the Contract is subject to the requirements and regulations of the Federal
Emergency Management Agency and the State of Florida Division of Emergency Management
pertaining to reporting.
S. Jmmiaration and Naturalization Act.
(Applicable to all FEMA contracts}
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC§1324a(e)
[§274A(a)(1)and(e)] of the Immigration and Nationality Act]and such employment of unauthorized
aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. indemnity of Fundina Entities.
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration),and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses,fees,
fines, penalties,suits, proceedings, actions and cost of actions, including attorneys'fees for trial and
appeal, and for the preparation of same arising out of Contractor's, its officers, agents, employees,
and subcontractors'acts or omissions associated with this Contract.
U. performance and Payment Bonds.
(Applicable to all FEMA Construction Contracts}
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond,executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value, which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials,and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Supplies.
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for public
use under this Contract have been produced in the United States as required by 41 USC§10a, unless
it would not be in the public interest or unreasonable in cost.
W. Access to Records.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
(1) The Contractor agrees to provide the City, State, FEMA, 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 the 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 FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under the
Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract,except in the event of litigation or settlement of claims arising from the
performance of the Contract, in which case Contractor agrees to maintain same until the City,
the State, FEMA, the Comptroller General, or any of their duly authorized representatives,
have disposed of all such litigation, appeals, claims or exceptions related thereto.
(5) In compliance with the Disaster Recovery Act of 2018,the City and the Contractor acknowledge
and agree that no language in this contract is intended to prohibit audits or internal reviews by
the FEMA Administrator or the Comptroller General of the United States.
X. DHS Seal. Loao and Flaas.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0)CXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses of
OHS agency officials without specific FEMA approval.
Y. Eraud and False or Fraudulent or Related Acts.
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap. 38(Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. Jlo Ob!jaatlon by the Federal Government.
(Applicalle to all FEMA contracts)
The Fedei al Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party(whether or not a party to that
contract) pertaining to any matter resulting from the contract.
AA. Additional FEr IA Provisions.
(
(1) Affirmative S icioeconomic Steps. If subcontracts are to be let, the prime contractor is required to
take all nec€s,ary steps identified in 2 C.F.R. §200.321(b)(1)-(5)to ensure that small and minority
businesses.t+n men's business enterprises, and labor surplus area firms are used when possible.
(2) Copyrights un i Data Rights.The Contractor grants to the City a paid-up, royalty-free, nonexclusive,
irrevocable, a r Idwide license in data first produced in the performance of this Contract to
reproduce, pi t', h, or otherwise use, including prepare derivative works, distribute copies to the
public, and pe I i publicly and display publicly such data. For data required by the Contract but
not first product a 'r the performance of this Contract,the Contractor will identify such data and grant
to the City or acquit is on its behalf a license of the same scope as for data first produced in the
performance of this ct ntract.Data,as used herein, shall include any work subject to copyright under
17 U.S.C. § 102, for E sample, any written reports or literary works, software and/or source code,
music, choreography, f.lctures or images, graphics, sculptures, videos, motion pictures or other
audiovisual works, soun 1 and/or video recordings, and architectural works. Upon or before the
completion of this contri. ct, the Contractor will deliver to the City data first produced in the
performance of this contr act and data required by the contract but not first produced in the
performance of this contrac in formats acceptable by the City.
BB. Subcontracts. (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
MASTER AGREEMENT FOR MINOR CONSTRUCTION SERVICES
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
FLORIDA PALM CONSTRUCTION, INC.
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida. with a business address of 100 East Ocean
Ave., Boynton Beach, Florida 33435, hereinafter referred to as "CITY", and Florida Palm Construction,
Inc.a Florida Profit Corporation authorized to do business in the State of Florida,with a business address
of 3931 S.W. 47t Avenue, Unit 101, Davie, FL 33314, hereinafter referred to as the "CONTRACTOR." In
consideration of the mutual benefits, terms, and conditions hereinafter specified the Parties agree as set
forth below.
1. PROJECT DESIGNATION. The CONTRACTOR is retained by the City as a primary contractor to
provide the services, work, and all labor, parts, and materials related to RFQ NO.: PWE24-017—PRE-
QUALIFICATION OF CONTRACTORS FOR MINOR CONSTRUCTION SERVICES.
2. SCOPE OF SERVICES / PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and
supervision required to perform Minor Construction Services, defined as projects less than
$200,000(the"Services")by way of individual task orders(each a"Task Order"), at the request
of the CITY, on an as-needed basis during the Term of this Agreement. All Services shall be
performed in accordance with the terms and conditions of the Contract Documents, which are
comprised of the RFQ, General Conditions for Construction, CONTRACTOR's Proposal, this
Agreement, and any Task Order.
b. Minor construction projects will be initiated by the CITY upon issuance of a solicitation, or Task
Order, and shall be advertised to all primary pre-qualified contractors. CONTRACTOR shall be
required to respond to each advertisement when requested, whether by offer or response of
"no bid." If the CONTRACTOR fails to respond to more than three (3) consecutive requests for
proposals by the CITY, the firm shall be removed from the primary prequalification pool and all
subsequent bidding opportunities under this contract.
c. If a primary pre-qualified contractor is removed from the qualification pool, the next highest-
ranked alternate will be added to the primary prequalification pool.
d. Task Orders. The specific scope of work for each project will be described in a Task Order.
Each Task Order shall identify the location, scope of work, compensation, any applicable
general or special conditions, and the project schedule, and shall be signed by the CITY and
CONTRACTOR. Time shall be of the essence for each Task Order.
e. No project under this contract shall require bid, payment. or performance bonds unless
specifically noticed in the solicitation or Task Order.
3. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
August 7, 2024 ("Effective Date") and shall remain in effect through August 6, 2027 ("Initial Term").
The CITY reserves the right to renew the Agreement for two (2) one-year renewals (each a
"Renewal") subject to CONTRACTOR acceptance, satisfactory performance as determined by the
CITY, and determination by the CITY that renewal will be in the best interest of the CITY. Such
Renewals are only effective and valid if in writing and signed by each parties' authorized
representative. The City Manager is authorized to execute a renewal amendment on behalf of the
CITY. Both the Initial Term and any Renewal(s)shall be collectively referred to as the"Term."
4. TIME OF PERFORMANCE. Services under this Agreement shall commence upon the CITY giving
CONTRACTOR written notice to proceed with a Task Order. CONTRACTOR shall perform all services
and provide all work products required pursuant to this Agreement and specific Task Order unless an
extension of time is granted in writing by the CITY.CONTRACTOR shall complete each executed Task
Order without regard to whether such completion would cause Services to be performed after the
expiration date of this Agreement. Any Task Order for which performance extends beyond the Term
may be amended after that expiration date, provided that any additional Services, time, and
compensation are permitted under this Agreement. The terms and conditions of this Agreement shall
continue to govern Task Orders notwithstanding the expiration of this Agreement.
5. PAYMENT. The CONTRACTOR shall be paid by the CITY for completion of work performed under
each Task Order at the lump sum or unit prices presented by the CONTRACTOR and accepted by the
City.
a. The CONTRACTOR shall submit an invoice to the CITY requesting periodic progress
payments for work that has been completed and has been inspected and accepted by the
CITY. The date of the invoices shall not exceed 30 calendar days from the completion of the
work. Under no circumstances shall the invoice be submitted to the CITY in advance of the
delivery and acceptance of the work.
b. The CONTRACTOR shall use AIA® Contractor form G702 Application and Certificate for
Payment to invoice on each Task Order, or an approved equal form. The invoice shall contain
the following basic information: the contractor's name and address, invoice number, date of
invoice, reference (or include a copy of) the corresponding delivery ticket number or packing
slip number, description of the goods or service, the contract number, Task Order number,
purchase order number, and any discounts.
d. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
e. The CONTRACTOR's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of five (5) years
after the termination of the Agreement. Copies shall be made available upon request.
f. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. LIQUIDATED DAMAGES. The actual damages CITY and the public may suffer as a result of the
failure to complete work under a Task Order within the scheduled time are not ascertainable at the time
of this Agreement. If said work under any Task Order is not substantially and then fully completed
within the time established by the Task Order and the Contract Documents, as may be adjusted, the
CONTRACTOR shall be liable and hereby agrees to pay to the CITY as liquidated damages, and not
as a penalty, a sum per calendar day for each and every day or part of a day thereafter that said work
remains incomplete. Each Task Order shall specify the sum of liquidated damages per calendar day
that CONTRACTOR shall pay to CITY.
7. ROLE OF THE CITY.
a. The CITY shall be the owner's representative under each Task Order. In that capacity, the
CITY shall perform the following:
1) Pay the CONTRACTOR for all work and services satisfactorily performed per each Task
Order.
2) Monitor the performance of the work.
b. CONTRACTOR understands and agrees that in serving in the capacity outlined above, the
CITY assumes neither responsibility or liability for the performance or the quality of the work.
CONTRACTOR remains solely responsible and liable for same.
c. CONTRACTOR understands and agrees that in the event of a dispute related to or arising out
of any matter related to this Agreement, the CITY's sole obligation and liability is for payment
for work satisfactorily performed and CONTRACTOR expressly releases CITY from any other
responsibility or liability whatsoever.
8. SITE CONDITIONS. CONTRACTOR shall have the sole responsibility of satisfying itself concerning
the nature and location of the work and the general conditions, which can in any way affect the
performance of the work or the cost associated therewith.
9. PERMITS AND FEES. All permits or licenses necessary for the performance of the work or required
by law or ordinance, including building permits, shall be secured, maintained, and paid for by the
CONTRACTOR.
10. CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTRACTOR shall,
prior to the execution of any Task Order, by careful examination, satisfy itself as to the nature and
location of the work,the conformation of the ground, the character, quality and quantity of the materials
to be encountered, the character of the equipment and facilities needed preliminary to and during the
prosecution of the work, and the general and local conditions. Execution of a Task Order by the
CONTRACTOR shall be a representation that the CONTRACTOR has visited the site, reviewed any
design criteria furnished by CITY, become generally familiar with local conditions under which the work
is to be performed and correlated personal observations with requirements of the Contract Documents.
CONTRACTOR agrees that its inspection of the site and review of information furnished by CITY shall
be adequate investigation. By execution of a Task Order, CONTRACTOR represents that the plans
and specifications are consistent,practical,feasible and constructible within the scheduled construction
time and CONTRACTOR affirmatively covenants that CONTRACTOR has observed no defects or
discrepancies in the plans, specifications or site. CONTRACTOR agrees that that if during construction
any discrepancies,defects,etc.,are discovered by or made known to CONTRACTOR, CONTRACTOR
shall immediately communicate same to CITY.
11. NO DAMAGE FOR DELAY. The CONTRACTOR expressly agrees that a change order for an
extension of the completion date in the Task Order constitutes its sole and exclusive remedy for
efficiency or other related time or impact based claims (hereinafter collectively "delay") or for delay
attributable to any foreseen or unforeseen condition, or for delays claimed to be the result of active,
intentional, knowing or passive interference by the City or its agents, and waives claims for any and all
damages which it may suffer by reason of such claims, including but not limited to, lost profits, loss or
impairment of bonding capacity,destruction of business,overhead, supervision,extended unabsorbed
home office overhead, increase insurance costs, lost profits on alternate or unperformed contracts.
CONTRACTOR hereby affirms that an extension of time is the CONTRACTOR's sole and exclusive
remedy.
12. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with the Contract Documents for a period of one year from the final certificate of
occupancy for the project (or if no certificate of occupancy to be issued, within one year of substantial
completion) or for such longer periods of time as may be set forth with respect to specific warranties
contained in the specifications.
13. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the CONTRACTOR in connection with the Services rendered under this
Agreement shall be the property of the CITY whether the project for which they are made is executed
or not. The CONTRACTOR shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with CONTRACTOR's
endeavors.
14. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
15. WARRANTIES AND REPRESENTATIONS. CONTRACTOR represents and warrants to the CITY that
it is competent to engage in the scope of Services contemplated under this Agreement and that it will
retain and assign qualified professionals to all assigned projects during the Term of this Agreement.
CONTRACTOR's Services shall meet a standard of care for professionals in the industry.
16. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the Services contemplated by this
Agreement,faithfully observe and comply with all federal, state of Florida, and City of Boynton Beach,
ordinances and regulations that are applicable to the Services to be rendered under this Agreement.
17. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
18. INDEMNIFICATION.
a. The CONTRACTOR shall indemnify and hold harmless the CITY, its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense,which the CITY or its officers,employees,agents or instrumentalities
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind
or nature arising out of, relating to and resulting from the performance of this Agreement by the
CONTRACTOR, its employees, agents, partners, principals or subcontractors. The
CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of the CITY, where
applicable, including appellate proceedings, and shall pay all costs,judgments, and attorneys'
fees which may issue thereon. Neither party to this Agreement shall be liable to any third party
claiming directly or through the other respective party, for any special, incidental, indirect, or
consequential damages of any kind, including but not limited to lost profits or use that may
result from this Agreement or out of the services or goods furnished hereunder. The parties
agree that Twenty-five Dollars ($25.00) of the total compensation paid to the CONTRACTOR
for the performance of this Agreement shall represent the specific consideration for the
CONTRACTOR's indemnification of the CITY. The extent of CONTRACTOR's indemnification
shall be limited to one and one-half(1 1/2)times the Task Order price or One Million Dollars
($1,000,000)per occurrence, whichever is greater. It is the specific intent of the Parties hereto
that the foregoing indemnification complies with §725.06, Florida Statutes. It is further the
specific intent and agreement of the parties that all of the Contract Documents on this Project
are hereby amended to include the foregoing indemnification and the"Specific Consideration"
therefor.
b. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
c. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
19. INSURANCE.
a. During the performance of the services under this Agreement, CONTRACTOR shall maintain
the following insurance policies,and provide originals or certified copies of all policies to CITY's
Risk Management. All policies shall be written by an insurance company authorized to do
business in Florida. CONTRACTOR shall be required to obtain all applicable insurance
coverage, as indicated below, prior to commencing any service pursuant to this Agreement:
1) Worker's Compensation Insurance: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Worker's Compensation Insurance covering all employees with
limits meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the CITY of Boynton Beach, executed by the insurance company.
2) Comprehensive General Liability: The CONTRACTOR shall procure and maintain for
the life of this Agreement,Comprehensive General Liability Insurance. This coverage shall
be on an "Occurrence" basis. Coverage shall include Premises and Operations;
Independent consultants, Products-Completed Operations and Contractual Liability with
specific reference to Article 18, "Indemnification" of this Agreement. This policy shall
provide coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. CONTRACTOR shall maintain a
minimum coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal
injury/and$1,000.000 per occurrence/aggregate for property damage.The general liability
insurance shall include the CITY as an additional insured and shall include a provision
prohibiting cancellation of the policy upon thirty (30) calendar days prior written notice to
the CITY.
3) Business Automobile Liability: The CONTRACTOR shall procure and maintain, for the
life of this Agreement, Business Automobile Liability Insurance. The CONTRACTOR shall
maintain a minimum amount of $1,000,000 combined single limit for bodily injury and
property damage liability to protect the CONTRACTOR from claims for damage for bodily
and personal injury, including death, as well as from claims for property damage, which
may arise from the ownership, use of maintenance of owned and non-owned automobile,
included rented automobiles, whether such operations be by the CONTRACTOR or by
anyone directly or indirectly employed by the CONTRACTOR.
4) Professional Liability (Errors and Omissions) Insurance: The CONTRACTOR shall
procure and maintain for the life of this Agreement in the minimum amount of$1,000,000
per occurrence.
5) Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow form of the General Liability, Auto Liability and Employer's Liability.
This coverage shall be maintained for a period of no less than the later of three (3) years
after the delivery of goods/services or final payment pursuant to the Agreement.
b. CONTRACTOR shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
c. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or canceled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
d. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
20. INDEPENDENT CONTRACTOR.The CONTRACTOR and the CITY agree that the CONTRACTOR is
an independent contractor with respect to the services provided pursuant to this Agreement. Nothing
in this Agreement shall be considered to create the relationship of employer and employee between
the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to
any benefits accorded CITY employees by virtue of the services provided under this Agreement. The
CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social
Security or for contributing to the state industrial insurance program, otherwise assuming the duties of
an employer with respect to CONTRACTOR, or any employee of CONTRACTOR.
21. COVENANT AGAINST CONTINGENT FEES. The 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 CONTRACTOR has not paid or agreed
to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this contract. For breach or violation of this warranty, the CITY
shall have the right to annul this Agreement without liability or, in its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
22. TRUTH-IN-NEGOTIATION CERTIFICATE.
a. Execution of this Agreement by the CONTRACTOR shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the date
of the Agreement and no higher than those charged to the CONTRACTOR's most favored
customer for the same or substantially similar service.
b. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside
CONTRACTORs. The CITY shall exercise its rights under this "Certificate"within one(1)year
following payment.
23. DISCRIMINATION PROHIBITED. The CONTRACTOR, with regard to the Services performed by it
under this Agreement,will not discriminate on the grounds of race,color, national origin,religion,creed,
age, sex, or the presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
24. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
25. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
26. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) calendar days after written notice by the CITY to the
CONTRACTOR for such termination in which event the CONTRACTOR shall be paid its
compensation for services performed to the termination date, including services reasonably
related to termination. In the event that the CONTRACTOR abandons the Agreement or
causes it to be terminated,the CONTRACTOR shall indemnify the CITY against loss pertaining
to this termination.
b. Termination for Cause. In addition to all other remedies available to CITY, this Agreement
shall be subject to cancellation by CITY for cause, should CONTRACTOR neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein contained,
if such neglect or failure shall continue for a period of thirty(30) calendar days after receipt by
CONTRACTOR of written notice of such neglect or failure.
27. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement,which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
28. UNCONTROLLABLE FORCES.
a. Neither the CITY nor CONTRACTOR shall be considered to be in default of this Agreement if
delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which,
by the exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
b. Neither party shall,however,be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
29. NOTICES. Notices to the CITY shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
With Copy to: Shawna G. Lamb, City Attorney
City of Boynton Beach
100 East Ocean Ave.
Boynton Beach, FL 33435
Telephone No. (561)742-6000
Notices to CONTRACTOR shall be sent to the following address:
Ileana Fay
Florida Palm Construction, Inc.
3931 S.W. 471h Avenue
Davie, FL 33314
30. INTEGRATED AGREEMENT, This Agreement, together with attachments, exhibits, or addenda,
represents the entire and integrated agreement between the CITY and the CONTRACTOR and
supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may
be amended only by written instrument signed by both CITY and CONTRACTOR.
31. SOVEREIGN IMMUNITY.
a. CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing
in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the
immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may
be amended from time to time, or any successor statute thereof. To the contrary, all terms and
provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be
construed or resolved so as to insure CITY of the limitation from liability provided to any
successor statute thereof. To the contrary,all terms and provision contained in the Agreement,
or any disagreement or dispute concerning it, shall be construed or resolved so as to insure
CITY of the limitation from liability provided to the State's subdivisions by state law.
b. In connection with any litigation or other proceeding arising out of the Agreement,the prevailing
party shall be entitled to recover its own costs and attorney fees through and including any
appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees,
however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's
liability beyond the limits established in Section 768.28, Florida Statutes, as amended.
1) Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement shall be in a court of law. The CITY does
not consent to mediation or arbitration for any matter connected to this Agreement.
2) The parties agree that any action arising out of this Agreement shall take place in Palm
Beach County, Florida.
32. E-VERIFY.
a. CONTRACTOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described herein
below.
Definitions for this Section:
1) "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor,supplies,or services to such employer
in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is
not limited to, a vendor or consultant.
2) "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for a salary, wages, or other
remuneration.
3) "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective
January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the
work authorization status of all newly hired employees. Contractor shall register for and utilize the
U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of:
1) All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
2) All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the City of Boynton Beach.
The Contractor acknowledges and agrees that registration and use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is
a condition of the contract with the City of Boynton Beach; and
3) The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility,"as amended from time to time.This includes, but is not limited
to registration and utilization of the E-Verify System to verify the work authorization
status of all newly hired employees. Contractor shall also require all subcontractors to
provide an affidavit attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such
affidavit for the duration of the contract. Failure to comply will lead to termination of this
Contract, or if a subcontractor knowingly violates the statute, the subcontract must be
terminated immediately.Any challenge to termination under this provision must be filed
in the Circuit Court no later than twenty(20)calendar days after the date of termination.
Termination of this Contract under this Section is not a breach of contract and may not
be considered as such. If this contract is terminated for a violation of the statute by the
Contractor, the Contractor may not be awarded a public contract for a period of one
(1)year after the date of termination.
33. SCRUTINIZED COMPANIES 287.135 and 215.473.
By execution of this Agreement, CONTRACTOR certifies that CONTRACTOR is not participating
in a boycott of Israel. CONTRACTOR further certifies that CONTRACTOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,
and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
has CONTRACTOR been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the CITY will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The CITY shall provide notice, in writing, to CONTRACTOR of the CIT's
determination concerning the false certification. CONTRACTOR shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is discovered
during the active contract term, CONTRACTOR shall have ninety(90)days following receipt of the
notice to respond in writing and demonstrate that the determination of false certification was made
in error. If CONTRACTOR does not demonstrate that the CITY's determination of false certification
was made in error then the CITY shall have the right to terminate the contract and seek civil
remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time.
34. MISCELLANEOUS.
a. No assignment by a party hereto of any rights under or interests in the Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation,moneys that may become due and moneys that are due
may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty
or responsibility under the Agreement.
b. CITY and CONTRACTOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns, and legal
representatives in respect of all covenants, agreements, and obligations contained in the
Agreement.
c. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
d. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the
CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that
is the subject of this Agreement. Payment of the invoice and acceptance of such payment by
CONTRACTOR shall release CITY from all claims of liability by CONTRACTOR in connection
with this Agreement.
e. At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's
property from all damage whatsoever on account of the Services being carried on under this
Agreement.
f. It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes,
ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal
agencies as applicable.
g. This Agreement represents the entire and integrated agreement between CITY and
CONTRACTOR and supersedes all prior negotiations,representations,or agreements,either
written or oral.This Agreement is intended by the parties hereto to be final expression of this
Agreement, and it constitutes the full and entire understanding between the parties with
respect to the subject hereof, notwithstanding any representations, statements, or
agreements to the contrary heretofore made. In the event of a conflict between this
Agreement, the solicitation, and the CONTRACTOR's proposal, this Agreement shall govern
then the solicitation, and then the CONTRACTOR's proposal.
h. This Agreement may be executed by hand or electronically in multiple originals or
counterparts, each of which shall be deemed to be an original and together shall constitute
one and the same agreement. Execution and delivery of this Agreement by the Parties shall
be legally binding, valid, and effective upon delivery of the executed documents to the other
party through facsimile transmission, email, or other electronic delivery.
i. Non-Exclusive; No Guaranty. This Agreement is non-exclusive and the CITY reserves the
right to award other contracts for work falling within the scope of this Agreement. No Task
Order(s)or minimum amount of work or compensation is guaranteed under this Agreement.
j. Any and all legal action necessary to enforce the terms of this Agreement shall be governed
by the laws of the State of Florida. Any legal action arising from the terms of this Agreement
shall be submitted to a court of competent jurisdiction located exclusively in Palm Beach
County.
k. Services Provided in Response to Natural Disaster / Emergency. CONTRACTOR provides
services that the CITY may require in the event of a hurricane or other disaster.CONTRACTOR
acknowledges and agrees that in such event, the CITY may apply to the State of Florida or the
federal government for funds which will be used to pay CONTRACTOR or reimburse the CITY
for payments made to CONTRACTOR. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Provider desires to be eligible to be awarded disaster
work and be compensated through federal funds. The CITY and CONTRACTOR agree that
with respect to any services or work performed or provided by CONTRACTOR or its
subcontractors under the Agreement arising or related to a disaster event, the provisions set
forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is attached hereto
as Exhibit A and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by CONTRACTOR of work or services required
as a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the
event of a conflict between the terms of the Agreement and the FEMA Requirements,the FEMA
Requirements shall govern and prevail
35. DEFAULT OF CONTRACT& REMEDIES.
a. Correction of Services. If, in the judgment of CITY, Services provided by CONTRACTOR do
not conform to the requirements of this Agreement,or if the Services exhibit poor workmanship,
CITY reserves the right to require that CONTRACTOR correct all deficiencies in the Services
to bring the Services into conformance without additional cost to CITY, and/or replace any
personnel who fail to perform in accordance with the requirements of this Agreement. CITY
shall be the sole judge of non-conformance and the quality of workmanship and performance
of Services.
b. Default of Contract.The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by CONTRACTOR:
1) The abandonment of the project by CONTRACTOR for a period of more than seven
(7)business days.
2) The abandonment, unnecessary delay, refusal of, or failure to comply with any of the
terms of this Agreement or neglect or refusal to comply with the instructions of the
CITY's designee.
3) The failure by CONTRACTOR to observe or perform any of the terms, covenants, or
conditions of this Agreement to be observed or performed by CONTRACTOR, where
such failure shall continue for a period of seven (7) business days after written notice
thereof by CITY to CONTRACTOR; provided, however, that if the nature of
CONTRACTOR's default is such that more than seven (7) business days are
reasonably required for its cure, then CONTRACTOR shall not be deemed to be in
default if CONTRACTOR commences such cure within said seven (7) business day
period and thereafter diligently prosecutes such cure to completion.
4) The assignment and/or transfer of this Agreement or execution or attachment thereon
by CONTRACTOR or any other party in a manner not expressly permitted hereunder.
5) The making by CONTRACTOR of any general assignment or general arrangement for
the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have
CONTRACTOR adjudged a bankruptcy,or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed against
CONTRACTOR, the same is dismissed within sixty (60) calendar days); or the
appointment of a trustee or a receiver to take possession of substantially all of
CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where
possession is not restored to CONTRACTOR within thirty (30) calendar days; for
attachment, execution or other judicial seizure of substantially all of CONTRACTOR's
assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not
discharged within thirty(30)calendar days.
c. Remedies in Default. In case of default by CONTRACTOR,CITY shall notify CONTRACTOR,
in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct
CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice
shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal,
failure, neglect, or default is not cured within seven (7)calendar days of when notice was sent
by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such
declaration of default and terminate the Agreement. The Surety on the Performance Bond
shall within ten (10)calendar days of such declaration of default, rectify or cause to be rectified
any mismanagement or breach of service in the Agreement and assume the work of
CONTRACTOR and proceed to perform services under the Agreement, at its own cost and
expense.
1) Upon such declaration of default, all payments remaining due CONTRACTOR at the
time of default, less all sums due CITY for damages suffered, or expenses incurred by
reason of default, shall be due and payable to Surety. Thereafter the Surety shall
receive monthly payments equal to those that would have been paid by the
CONTRACTOR had the CONTRACTOR continued to perform the services under the
Agreement.
2) CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and
the facilities necessary for the completion of the Agreement, and charge the cost of
same to CONTRACTOR and/or the Surety together with the costs incident thereto to
such default.
3) In the event CITY completes the Agreement at a lesser cost than would have been
payable to CONTRACTOR under this Agreement, if the same had been fulfilled by
CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be
greater, CONTRACTOR shall pay the amount of such excess to the CITY.
4) Notwithstanding the other provisions in this Article,CITY reserves the right to terminate
the Agreement at any time, whenever the service provided by CONTRACTOR fails to
meet reasonable standards of the trade after CITY gives written notice to the
CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14)
calendar days of the receipt by CONTRACTOR of such notice from CITY.
36. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS
IN GOVERNMENT CONTRACTING.
CONTRACTOR is hereby notified of the provisions of section 287.05701, Florida Statutes, as
amended, that the CITY will not request documentation of or consider a CONTRACTOR's social,
political, or ideological interests when determining if the CONTRACTOR is a responsible
CONTRACTOR. CONTRACTOR is further notified that the CITY's governing body may not give
preference to a CONTRACTOR based on the CONTRACTOR's social, political, or ideological
interests.
37. PUBLIC ENTITY CRIME ACT.
CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR has been placed on the convicted vendor list.
38. COUNTRIES OF CONCERN.
CONTRACTOR represents that it is, and for the duration of the Term will remain, in compliance with
Section 286.101, Florida Statutes.
39. ANTI-HUMAN TRAFFICKING.
On or before the Effective Date of this Agreement,CONTRACTOR shall provide CITY with an affidavit
attesting that the CONTRACTOR does not use coercion for labor or services, in accordance with
Section 787.06(13), Florida Statutes.
40. PUBLIC RECORDS.
The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall
comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
c. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and,following completion of the contract, CONTRACTOR shall destroy all
copies of such confidential and exempt records remaining in its possession once the
CONTRACTOR transfers the records in its possession to the CITY; and
d. Upon completion of the contract, CONTRACTOR shall transfer to the CITY, at no cost to the
CITY, all public records in CONTRACTOR's possession All records stored electronically by
CONTRACTOR must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of the
CITY.
e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and
year set forth below their respective signatures.
, _
DATED this I day of )Ull ,20
CITY OF BOYNTON BEACH FLORIDA PALM CONSTRUCTION, INC.
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EXHIBIT A
FEDERALLY REQUIRED CONTRACT TERMS
The FEMA Requirements shall only modify the Contract upon the provision by the Contractor of work
or services required as a result of a disaster
The term"Contractor", as used throughout shall mean the Contractor, Provider, Consultant,Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract"as used throughout shall mean the underlying contract or agreement,as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed or
provided by Contractor or its subcontractors under the Contract arising or related to a disaster event,the
provisions set forth in this Addendum(including Form FHWA-1273) (collectively, the "FEMA Requirements")
shall apply.The FEMA Requirements shall only modify the Contract upon the provision by Contractor of
work or services required as a result of a disaster.The terms and conditions of the Contract and the FEMA
Requirements should be read to operate in concert,except where directly in conflict.In the event of a
conflict between the terms of the Contract and the FEMA Requirements, the FEMA Requirements shall
govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The federal
funds appropriated by the Federal Emergency Management Agency(FEMA)will be administered through
the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other provisions
of the Contract,the FEMA Requirements will govern and prevail. Only FEMA provisions applicable
to the Contract shall apply.
C. payment. Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies.
(1) j,eaal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other legal
or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any provision
of this article. The City shall recover its court costs and reasonable attorneys' fees in any legal
proceedings commenced to enforce the contract.
(2) Additional Remedies. In addition to any other remedies provided for in the contract or to which the City
may be entitled at law or in equity,in the event of a breach or violation of the Contract by the Contractor,
the Contractor shall be subject to debarment or suspension from consideration for the award of
additional contracts from the City, including but not limited to contracts related to disaster relief or
recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City.The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article by
any other legal means.
E. Termination or Suspension of Contract.
The City may, by written notice to the Contractor, suspend any or all of the City's obligations under the
Contract due to the Contractor's failure to comply with applicable law or the terms of the Contract until
such time as the event or condition resulting in such suspension has ceased or been corrected.
F. Termination for Cause. The City shall have the right to terminate the Contract for cause, in the event of a
breach of the contract terms, upon five (5)-calendar days written notice to Contractor. In the event of
termination, the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City shall
be liable for the payment of all portions of materials,supplies,services,and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work,materials,or services not performed or delivered to the City.
All other termination provisions in the Contract shall remain applicable.
G. Termination for Convenience. The City may terminate this Contract at its convenience with or without
cause upon written notice of termination to the Contractor. In the event of such a termination by the City,
the City shall be liable for the payment of all Work properly performed prior to the effective date of
termination and for all portions of materials, supplies, services, and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work,materials, or services not performed or delivered to the
City.All other termination provisions in the Contract shall remain applicable.
H. Changes to Contract. Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations, and mutually •
agreed, may be made part of the Contract by written amendment duly executed by City and Contractor.
I. Equal Employment O000rtunity.
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex,sexual orientation, gender identity, 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, sexual orientation, gender
identity,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 consideration for employment without
regard to race,color,religion,sex,sexual orientation, gender identity, 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 orother 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 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 of this contract
or with any of the said rules, regulations, or orders,his 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 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 (8)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. The applicant further agrees that it will be bound by the
above equal opportunity clause with respect to its own employment practices when it participates in
federally assisted construction work: Provided, if the applicant so participating is a State or local
government, the above equal opportunity clause is not applicable to any agency, instrumentality or
subdivision of such government which does not participate in work on or under the contract. The
applicant agrees that it will assist and cooperate actively with the administering agency and the
Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal
opportunity clause and the rules, regulations,and relevant orders of the Secretary of Labor,that it will
furnish the administering agency and the Secretary of Labor such information as they may require for
the supervision of such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance. The applicant further agrees
that it will refrain from entering into any contract or contract modification subject to Executive Order
11246 of September 24, 1965,with a contractor debarred from,or who has not demonstrated eligibility
for, Government contracts and federally assisted construction contracts pursuant to the Executive
Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as
may be imposed upon contractors and subcontractors by the administering agency or the Secretary of
Labor pursuant to Part 11, Subpart D of the Executive Order. In addition, the applicant agrees that if
it fails or refuses to comply with these undertakings, the administering agency may take any or all of
the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan,
insurance, guarantee); refrain from extending any further assistance to the applicant under the
program with respect to which the failure or refund occurred until satisfactory assurance of future
compliance has been received from such applicant; and refer the case to the Department of Justice
for appropriate legal proceedings
J. Civil Riahts.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) Ogg. In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) pisabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended,
42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities, and which prohibits discrimination in the areas of employment, public
accommodations, transportation, telecommunications and government services.
K. pavis Bacon Act and Coneland Anti-Kickback Act.
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program,Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act-40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act-40 USC s. 3145)
In situations where the Davis-Bacon Act does not apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act(if applicable)
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29 C.F.R. pt.5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to 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.
(3)The Contractors will pay wages not less than once a week.
Compliance with Copeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt.3 as may be applicable,which are incorporated by reference into this
contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach.A breach of the contract clauses above may be grounds for termination of the contract,and
for debarment as a contractor and subcontractor as provided in 29 C.F.R.§5.12.
L. Contract Work Hours and Safety Standards qct.
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics or
laborers; 29 CFR Part 5; 2 CFR Part 22,Appendix II, E)
(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. U. S. Department of Homeland Security Headquarters 500 C St
SW Washington, D.C. 20042.
(2)Violation;liability for unpaid wages;liquidated damages. In the event of any violation of the clause
set forth in paragraph (b)(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 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 (b)(1)of this section, in the sum
of$27 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 (b)(1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) 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 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 (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph(b)(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 (b)(1)through (4)of this section.
M. Rights to Inventions Made Under a Contract or Agreement.
(Applicable if FEMA award meets the definition of"funding agreement"under 37 C.F.R. §401.2(a)
and the non-Federal entity 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". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and
Federal Assistance to Individuals and Households- Other Needs Assistance Grant Program. 37 CFR
Part 401; 2 CFR Part 200,Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
N. Clean Air Act and the Federal Water Pollution Control Act.
(Applicable to Contracts in Excess of$150,000)
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,Federal Emergency
Management Agency,and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
Federal Water 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,Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
O. Certification Regarding Debarment. Suspension. Ineligibility and Voluntary Exclusiort.
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order 12689,2
CFR Part 180;2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out below.
b. The inability of a person to provide the certification set out below will not necessarily
result in denial of participation in this covered transaction.The Contractor shall submit
an explanation of why it cannot provide the certification set out below.The certification
or explanation will be considered in connection with the department or agency's
determination whether to enter into this transaction. However,failure of the Contractor
to furnish a certification or an explanation shall disqualify such a person from
participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or agency
to whom this proposal is submitted if any time the prospective primary participant
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
d. 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).
e. 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.
f. 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, and
the City,the Federal Government may pursue available remedies,including but not
limited to suspension and/or debarment.
g. The Contractor 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
the Contract. The Contractor further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
P. Certification Regarding Use of Contract Funds for Lobbying - Byrd Anti-Lobbying.
(Byrd Anti-Lobbying (31 USC s. 1352)—Applicable to contracts in excess of$100,000. 2 CFR Part 200,
Appendix II)
Contractors with contracts 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
City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies,by signing this Addendum,to the best of his or her knowledge and belief,
that:
a. 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 any Federal 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, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant,
loan,or cooperative agreement.
b. 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
Federal 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.
c. This certification is a material representation of the 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. 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.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000, and
that all such recipients shall certify and disclose accordingly.
e. The Contractor,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. Chap. 38, Administrative Remedies for
False Claims and Statements, apply to this certification and disclosure, if any.
P. procurement of Recovered Materials.
(Applicable to all FEMA contracts,42 USC s.6962; 2 CFR Part 200,Appendix II, K; 2 CFR s. 200.322)
(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-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items,is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qov/smm/comprehensiveprocurement-guideline-cpq-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the
Solid Waste Disposal Act."
Q. Compliance with Federal Law.Reaulations. and Executive Orderq.
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies,procedures, and directives as applicable, and as amended from to time, including but not
limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended,42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Compliance with State and Federal Reporting Reauirements. The contractor and its subcontractors
shall comply with and the Contract is subject to the requirements and regulations of the Federal
Emergency Management Agency and the State of Florida Division of Emergency Management
pertaining to reporting.
S. Immigration and Naturalization Act.
(Applicable to all FEMA contracts)
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC§1324a(e)
[§274A(a)(1)and(e)]of the Immigration and Nationality Act]and such employment of unauthorized
aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. Indemnity of Funding Entitieg.
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida,the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration),and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims,damages, demands,expenses,fees,
fines,penalties,suits,proceedings,actions and cost of actions,including attorneys'fees for trial and
appeal,and for the preparation of same arising out of Contractor's, its officers, agents, employees,
and subcontractors'acts or omissions associated with this Contract.
U. Performance and Payment Bonds.
(Applicable to all FEMA Construction Contracts)
If not already required under the Contract, and if requested by the City,the Contractor shall,prior to
the commencement of operations,furnish a Performance and Payment Bond,executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value, which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials,and laborers. Said bonds shall be subject to approval by the City.
V. jylaterials and Supplies.
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for public
use under this Contract have been produced in the United States as required by 41 USC§10a, unless
it would not be in the public interest or unreasonable in cost.
W. Access to Records.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0)0V)
(1) The Contractor agrees to provide the City, State, FEMA,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 the 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 FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under the
Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract,except in the event of litigation or settlement of claims arising from the
performance of the Contract, in which case Contractor agrees to maintain same until the City,
the State, FEMA, the Comptroller General, or any of their duly authorized representatives,
have disposed of all such litigation, appeals, claims or exceptions related thereto.
(5) In compliance with the Disaster Recovery Act of 2018,the City and the Contractor acknowledge
and agree that no language in this contract is intended to prohibit audits or internal reviews by
the FEMA Administrator or the Comptroller General of the United States.
X. PHS Seal. Logo and Flaat.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses of
OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Belated Acts.
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap.38(Administrative Remedies for False Claims and
Statements)applies to the Contractor's actions pertaining to this Contract.
Z. No Obligation by theFederal Government.
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor,or any other party(whether or not a party to that
contract) pertaining to any matter resulting from the contract.
M. Additional FEMA Provisions.
(
(1) Affirmative Socioeconomic Steps. If subcontracts are to be let, the prime contractor is required to
take all necessary steps identified in 2 C.F.R. §200.321(b)(1)-(5)to ensure that small and minority
businesses, women's business enterprises, and labor surplus area firms are used when possible.
(2) Copyrights and Data Rights. The Contractor grants to the City a paid-up, royalty-free,nonexclusive,
irrevocable, worldwide license in data first produced in the performance of this Contract to
reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the
public, and perform publicly and display publicly such data. For data required by the Contract but
not first produced in the performance of this Contract,the Contractor will identify such data and grant
to the City or acquires on its behalf a license of the same scope as for data first produced in the
performance of this contract.Data,as used herein,shall include any work subject to copyright under
17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code,
music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other
audiovisual works, sound and/or video recordings, and architectural works. Upon or before the
completion of this contract, the Contractor will deliver to the City data first produced in the
performance of this contract and data required by the contract but not first produced in the
performance of this contract in formats acceptable by the City.
BB. Subcontracts. (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
' Op
o Ec
~TON
MASTER AGREEMENT FOR MINOR CONSTRUCTION SERVICES
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
HOMRICH CORPORATION
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, Florida 33435, hereinafter referred to as "CITY", and Homrich Corporation a
Florida Profit Corporation authorized to do business in the State of Florida, with a business address of
16717 106th Ter N,Jupiter, FL 33478, hereinafter referred to as the"CONTRACTOR."In consideration of
the mutual benefits, terms, and conditions hereinafter specified the Parties agree as set forth below.
1. PROJECT DESIGNATION. The CONTRACTOR is retained by the City as a primary contractor to
provide the services, work, and all labor, parts, and materials related to RFQ NO.: PWE24-017--PRE-
QUALIFICATION OF CONTRACTORS FOR MINOR CONSTRUCTION SERVICES.
2. SCOPE OF SERVICES/PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and
supervision required to perform Minor Construction Services, defined as projects less than
$200,000(the"Services") by way of individual task orders (each a"Task Order"),at the request
of the CITY, on an as-needed basis during the Term of this Agreement. All Services shall be
performed in accordance with the terms and conditions of the Contract Documents, which are
comprised of the RFQ, General Conditions for Construction, CONTRACTOR's Proposal, this
Agreement, and any Task Order.
b. Minor construction projects will be initiated by the CITY upon issuance of a solicitation, or Task
Order, and shall be advertised to all primary pre-qualified contractors. CONTRACTOR shall be
required to respond to each advertisement when requested, whether by offer or response of
"no bid." If the CONTRACTOR fails to respond to more than three (3) consecutive requests for
proposals by the CITY, the firm shall be removed from the primary prequalification pool and all
subsequent bidding opportunities under this contract.
c. If a primary pre-qualified contractor is removed from the qualification pool, the next highest-
ranked alternate will be added to the primary prequalification pool.
d. Task Orders. The specific scope of work for each project will be described in a Task Order.
Each Task Order shall identify the location, scope of work, compensation, any applicable
general or special conditions, and the project schedule, and shall be signed by the CITY and
CONTRACTOR. Time shall be of the essence for each Task Order.
e. No project under this contract shall require bid, payment, or performance bonds unless
specifically noticed in the solicitation or Task Order.
3. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
August 7, 2024 ("Effective Date") and shall remain in effect through August 6, 2027 ("Initial Term").
The CITY reserves the right to renew the Agreement for two (2) one-year renewals (each a
"Renewal") subject to CONTRACTOR acceptance, satisfactory performance as determined by the
CITY, and determination by the CITY that renewal will be in the best interest of the CITY. Such
Renewals are only effective and valid if in writing and signed by each parties' authorized
representative. The City Manager is authorized to execute a renewal amendment on behalf of the
CITY. Both the Initial Term and any Renewal(s) shall be collectively referred to as the"Term."
4. TIME OF PERFORMANCE. Services under this Agreement shall commence upon the CITY giving
CONTRACTOR written notice to proceed with a Task Order. CONTRACTOR shall perform all services
and provide all work products required pursuant to this Agreement and specific Task Order unless an
extension of time is granted in writing by the CITY.CONTRACTOR shall complete each executed Task
Order without regard to whether such completion would cause Services to be performed after the
expiration date of this Agreement. Any Task Order for which performance extends beyond the Term
may be amended after that expiration date, provided that any additional Services, time, and
compensation are permitted under this Agreement. The terms and conditions of this Agreement shall
continue to govern Task Orders notwithstanding the expiration of this Agreement.
5. PAYMENT. The CONTRACTOR shall be paid by the CITY for completion of work performed under
each Task Order at the lump sum or unit prices presented by the CONTRACTOR and accepted by the
City.
a. The CONTRACTOR shall submit an invoice to the CITY requesting periodic progress
payments for work that has been completed and has been inspected and accepted by the
CITY. The date of the invoices shall not exceed 30 calendar days from the completion of the
work. Under no circumstances shall the invoice be submitted to the CITY in advance of the
delivery and acceptance of the work.
b. The CONTRACTOR shall use AIA® Contractor form G702 Application and Certificate for
Payment to invoice on each Task Order, or an approved equal form. The invoice shall contain
the following basic information: the contractor's name and address, invoice number, date of
invoice, reference (or include a copy of) the corresponding delivery ticket number or packing
slip number, description of the goods or service, the contract number, Task Order number,
purchase order number, and any discounts.
d. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
e. The CONTRACTOR's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of five (5) years
after the termination of the Agreement. Copies shall be made available upon request.
f. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. LIQUIDATED DAMAGES. The actual damages CITY and the public may suffer as a result of the
failure to complete work under a Task Order within the scheduled time are not ascertainable at the time
of this Agreement. If said work under any Task Order is not substantially and then fully completed
within the time established by the Task Order and the Contract Documents, as may be adjusted, the
CONTRACTOR shall be liable and hereby agrees to pay to the CITY as liquidated damages, and not
as a penalty, a sum per calendar day for each and every day or part of a day thereafter that said work
remains incomplete. Each Task Order shall specify the sum of liquidated damages per calendar day
that CONTRACTOR shall pay to CITY.
7. ROLE OF THE CITY.
a. The CITY shall be the owner's representative under each Task Order. In that capacity, the
CITY shall perform the following:
1) Pay the CONTRACTOR for all work and services satisfactorily performed per each Task
Order.
2) Monitor the performance of the work.
b. CONTRACTOR understands and agrees that in serving in the capacity outlined above, the
CITY assumes neither responsibility or liability for the performance or the quality of the work.
CONTRACTOR remains solely responsible and liable for same.
c. CONTRACTOR understands and agrees that in the event of a dispute related to or arising out
of any matter related to this Agreement, the CITY's sole obligation and liability is for payment
for work satisfactorily performed and CONTRACTOR expressly releases CITY from any other
responsibility or liability whatsoever.
8. SITE CONDITIONS. CONTRACTOR shall have the sole responsibility of satisfying itself concerning
the nature and location of the work and the general conditions, which can in any way affect the
performance of the work or the cost associated therewith.
9. PERMITS AND FEES. All permits or licenses necessary for the performance of the work or required
by law or ordinance, including building permits, shall be secured, maintained, and paid for by the
CONTRACTOR.
10. CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTRACTOR shall,
prior to the execution of any Task Order, by careful examination, satisfy itself as to the nature and
location of the work, the conformation of the ground, the character, quality and quantity of the materials
to be encountered, the character of the equipment and facilities needed preliminary to and during the
prosecution of the work, and the general and local conditions. Execution of a Task Order by the
CONTRACTOR shall be a representation that the CONTRACTOR has visited the site, reviewed any
design criteria furnished by CITY, become generally familiar with local conditions under which the work
is to be performed and correlated personal observations with requirements of the Contract Documents.
CONTRACTOR agrees that its inspection of the site and review of information furnished by CITY shall
be adequate investigation. By execution of a Task Order, CONTRACTOR represents that the plans
and specifications are consistent, practical, feasible and constructible within the scheduled construction
time and CONTRACTOR affirmatively covenants that CONTRACTOR has observed no defects or
discrepancies in the plans,specifications or site. CONTRACTOR agrees that that if during construction
any discrepancies, defects, etc.,are discovered by or made known to CONTRACTOR, CONTRACTOR
shall immediately communicate same to CITY.
11. NO DAMAGE FOR DELAY. The CONTRACTOR expressly agrees that a change order for an
extension of the completion date in the Task Order constitutes its sole and exclusive remedy for
efficiency or other related time or impact based claims (hereinafter collectively "delay") or for delay
attributable to any foreseen or unforeseen condition, or for delays claimed to be the result of active,
intentional, knowing or passive interference by the City or its agents, and waives claims for any and all
damages which it may suffer by reason of such claims, including but not limited to, lost profits, loss or
impairment of bonding capacity, destruction of business, overhead, supervision, extended unabsorbed
home office overhead, increase insurance costs, lost profits on alternate or unperformed contracts.
CONTRACTOR hereby affirms that an extension of time is the CONTRACTOR's sole and exclusive
remedy.
12. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with the Contract Documents for a period of one year from the final certificate of
occupancy for the project (or if no certificate of occupancy to be issued, within one year of substantial
completion) or for such longer periods of time as may be set forth with respect to specific warranties
contained in the specifications.
13. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the CONTRACTOR in connection with the Services rendered under this
Agreement shall be the property of the CITY whether the project for which they are made is executed
or not. The CONTRACTOR shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with CONTRACTOR's
endeavors.
14. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
15. WARRANTIES AND REPRESENTATIONS. CONTRACTOR represents and warrants to the CITY that
it is competent to engage in the scope of Services contemplated under this Agreement and that it will
retain and assign qualified professionals to all assigned projects during the Term of this Agreement.
CONTRACTOR's Services shall meet a standard of care for professionals in the industry.
16. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the Services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida, and City of Boynton Beach,
ordinances and regulations that are applicable to the Services to be rendered under this Agreement.
17. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
18. INDEMNIFICATION.
a. The CONTRACTOR shall indemnify and hold harmless the CITY, its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense,which the CITY or its officers, employees, agents or instrumentalities
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind
or nature arising out of, relating to and resulting from the performance of this Agreement by the
CONTRACTOR, its employees, agents, partners, principals or subcontractors. The
CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of the CITY, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys'
fees which may issue thereon. Neither party to this Agreement shall be liable to any third party
claiming directly or through the other respective party, for any special, incidental, indirect, or
consequential damages of any kind, including but not limited to lost profits or use that may
result from this Agreement or out of the services or goods furnished hereunder. The parties
agree that Twenty-five Dollars ($25.00) of the total compensation paid to the CONTRACTOR
for the performance of this Agreement shall represent the specific consideration for the
CONTRACTOR's indemnification of the CITY. The extent of CONTRACTOR's indemnification
shall be limited to one and one-half(1 1/2) times the Task Order price or One Million Dollars
($1,000,000) per occurrence, whichever is greater. It is the specific intent of the Parties hereto
that the foregoing indemnification complies with §725.06, Florida Statutes. It is further the
specific intent and agreement of the parties that all of the Contract Documents on this Project
are hereby amended to include the foregoing indemnification and the"Specific Consideration"
therefor.
b. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
c. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
19. INSURANCE.
a. During the performance of the services under this Agreement, CONTRACTOR shall maintain
the following insurance policies,and provide originals or certified copies of all policies to CITY's
Risk Management. All policies shall be written by an insurance company authorized to do
business in Florida. CONTRACTOR shall be required to obtain all applicable insurance
coverage, as indicated below, prior to commencing any service pursuant to this Agreement:
1) Worker's Compensation Insurance: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Worker's Compensation Insurance covering all employees with
limits meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the CITY of Boynton Beach, executed by the insurance company.
2) Comprehensive General Liability: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall
be on an "Occurrence" basis. Coverage shall include Premises and Operations;
Independent consultants, Products-Completed Operations and Contractual Liability with
specific reference to Article 18, "Indemnification" of this Agreement. This policy shall
provide coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. CONTRACTOR shall maintain a
minimum coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal
injury!and $1,000.000 per occurrence/aggregate for property damage. The general liability
insurance shall include the CITY as an additional insured and shall include a provision
prohibiting cancellation of the policy upon thirty (30) calendar days prior written notice to
the CITY.
3) Business Automobile Liability: The CONTRACTOR shall procure and maintain, for the
life of this Agreement, Business Automobile Liability Insurance. The CONTRACTOR shall
maintain a minimum amount of $1,000,000 combined single limit for bodily injury and
property damage liability to protect the CONTRACTOR from claims for damage for bodily
and personal injury, including death, as well as from claims for property damage, which
may arise from the ownership, use of maintenance of owned and non-owned automobile,
included rented automobiles, whether such operations be by the CONTRACTOR or by
anyone directly or indirectly employed by the CONTRACTOR.
4) Professional Liability (Errors and Omissions) Insurance: The CONTRACTOR shall
procure and maintain for the life of this Agreement in the minimum amount of$1,000,000
per occurrence.
5) Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow form of the General Liability, Auto Liability and Employer's Liability.
This coverage shall be maintained for a period of no less than the later of three (3) years
after the delivery of goods/services or final payment pursuant to the Agreement.
b. CONTRACTOR shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
c. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or canceled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
d. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
20. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the CONTRACTOR is
an independent contractor with respect to the services provided pursuant to this Agreement. Nothing
in this Agreement shall be considered to create the relationship of employer and employee between
the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to
any benefits accorded CITY employees by virtue of the services provided under this Agreement. The
CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social
Security or for contributing to the state industrial insurance program, otherwise assuming the duties of
an employer with respect to CONTRACTOR, or any employee of CONTRACTOR.
21. COVENANT AGAINST CONTINGENT FEES. The 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 CONTRACTOR has not paid or agreed
to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this contract. For breach or violation of this warranty, the CITY
shall have the right to annul this Agreement without liability or, in its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
22. TRUTH-IN-NEGOTIATION CERTIFICATE.
a. Execution of this Agreement by the CONTRACTOR shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the date
of the Agreement and no higher than those charged to the CONTRACTOR's most favored
customer for the same or substantially similar service.
b. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside
CONTRACTORs. The CITY shall exercise its rights under this"Certificate"within one(1) year
following payment.
23. DISCRIMINATION PROHIBITED. The CONTRACTOR, with regard to the Services performed by it
under this Agreement,will not discriminate on the grounds of race, color, national origin, religion, creed,
age, sex, or the presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
24. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
25. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
26. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) calendar days after written notice by the CITY to the
CONTRACTOR for such termination in which event the CONTRACTOR shall be paid its
compensation for services performed to the termination date, including services reasonably
related to termination. In the event that the CONTRACTOR abandons the Agreement or
causes it to be terminated, the CONTRACTOR shall indemnify the CITY against loss pertaining
to this termination.
b. Termination for Cause. In addition to all other remedies available to CITY, this Agreement
shall be subject to cancellation by CITY for cause, should CONTRACTOR neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein contained,
if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by
CONTRACTOR of written notice of such neglect or failure.
27. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
28. UNCONTROLLABLE FORCES.
a. Neither the CITY nor CONTRACTOR shall be considered to be in default of this Agreement if
delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which,
by the exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
b. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
29. NOTICES. Notices to the CITY shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
With Copy to: Shawna G. Lamb, City Attorney
City of Boynton Beach
100 East Ocean Ave.
Boynton Beach, FL 33435
Telephone No. (561)742-6000
Notices to CONTRACTOR shall be sent to the following address:
George Homrich
Homrich Corporation
16717 106th Ter N
Jupiter, FL 33478
30. INTEGRATED AGREEMENT. This Agreement, together with attachments, exhibits, or addenda,
represents the entire and integrated agreement between the CITY and the CONTRACTOR and
supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may
be amended only by written instrument signed by both CITY and CONTRACTOR.
31. SOVEREIGN IMMUNITY,
a. CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing
in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the
immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may
be amended from time to time, or any successor statute thereof. To the contrary,all terms and
provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be
construed or resolved so as to insure CITY of the limitation from liability provided to any
successor statute thereof. To the contrary, all terms and provision contained in the Agreement,
or any disagreement or dispute concerning it, shall be construed or resolved so as to insure
CITY of the limitation from liability provided to the State's subdivisions by state law.
b. In connection with any litigation or other proceeding arising out of the Agreement,the prevailing
party shall be entitled to recover its own costs and attorney fees through and including any
appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees,
however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's
liability beyond the limits established in Section 768.28, Florida Statutes, as amended.
1) Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement shall be in a court of law. The CITY does
not consent to mediation or arbitration for any matter connected to this Agreement.
2) The parties agree that any action arising out of this Agreement shall take place in Palm
Beach County, Florida.
32. E-VERIFY.
a. CONTRACTOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described herein
below.
Definitions for this Section:
1) "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer
in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is
not limited to, a vendor or consultant.
2) "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for a salary, wages, or other
remuneration.
3) "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective
January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the
work authorization status of all newly hired employees. Contractor shall register for and utilize the
U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of:
1) All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
2) Afl persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the City of Boynton Beach.
The Contractor acknowledges and agrees that registration and use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is
a condition of the contract with the City of Boynton Beach; and
3) The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility," as amended from time to time. This includes, but is not limited
to registration and utilization of the E-Verify System to verify the work authorization
status of all newly hired employees. Contractor shall also require all subcontractors to
provide an affidavit attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such
affidavit for the duration of the contract. Failure to comply will lead to termination of this
Contract, or if a subcontractor knowingly violates the statute, the subcontract must be
terminated immediately.Any challenge to termination under this provision must be filed
in the Circuit Court no later than twenty(20)calendar days after the date of termination.
Termination of this Contract under this Section is not a breach of contract and may not
be considered as such. if this contract is terminated for a violation of the statute by the
Contractor, the Contractor may not be awarded a public contract for a period of one
(1) year after the date of termination.
33. SCRUTINIZED COMPANIES 287.135 and 215.473.
By execution of this Agreement, CONTRACTOR certifies that CONTRACTOR is not participating
in a boycott of Israel. CONTRACTOR further certifies that CONTRACTOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,
and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
has CONTRACTOR been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the CITY will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The CITY shall provide notice, in writing, to CONTRACTOR of the CIT's
determination concerning the false certification. CONTRACTOR shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is discovered
during the active contract term, CONTRACTOR shall have ninety (90) days following receipt of the
notice to respond in writing and demonstrate that the determination of false certification was made
in error. If CONTRACTOR does not demonstrate that the CITY's determination of false certification
was made in error then the CITY shall have the right to terminate the contract and seek civil
remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time.
34. MISCELLANEOUS.
a. No assignment by a party hereto of any rights under or interests in the Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty
or responsibility under the Agreement.
b. CITY and CONTRACTOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns, and legal
representatives in respect of all covenants, agreements, and obligations contained in the
Agreement.
c. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
d. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the
CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that
is the subject of this Agreement. Payment of the invoice and acceptance of such payment by
CONTRACTOR shall release CITY from all claims of liability by CONTRACTOR in connection
with this Agreement.
e. At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's
property from all damage whatsoever on account of the Services being carried on under this
Agreement.
f. it shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes,
ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal
agencies as applicable.
g. This Agreement represents the entire and integrated agreement between CITY and
CONTRACTOR and supersedes all prior negotiations, representations,or agreements,either
written or oral. This Agreement is intended by the parties hereto to be final expression of this
Agreement, and it constitutes the full and entire understanding between the parties with
respect to the subject hereof, notwithstanding any representations, statements, or
agreements to the contrary heretofore made. In the event of a conflict between this
Agreement, the solicitation, and the CONTRACTOR's proposal, this Agreement shall govern
then the solicitation, and then the CONTRACTOR's proposal.
h. This Agreement may be executed by hand or electronically in multiple originals or
counterparts, each of which shall be deemed to be an original and together shall constitute
one and the same agreement. Execution and delivery of this Agreement by the Parties shall
be legally binding, valid, and effective upon delivery of the executed documents to the other
party through facsimile transmission, email, or other electronic delivery.
i. Non-Exclusive; No Guaranty. This Agreement is non-exclusive and the CITY reserves the
right to award other contracts for work falling within the scope of this Agreement. No Task
Order(s) or minimum amount of work or compensation is guaranteed under this Agreement.
j. Any and all legal action necessary to enforce the terms of this Agreement shall be governed
by the laws of the State of Florida. Any legal action arising from the terms of this Agreement
shall be submitted to a court of competent jurisdiction located exclusively in Palm Beach
County.
k. Services Provided in Response to Natural Disaster / Emergency. CONTRACTOR provides
services that the CITY may require in the event of a hurricane or other disaster. CONTRACTOR
acknowledges and agrees that in such event, the CITY may apply to the State of Florida or the
federal government for funds which will be used to pay CONTRACTOR or reimburse the CITY
for payments made to CONTRACTOR. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Provider desires to be eligible to be awarded disaster
work and be compensated through federal funds. The CITY and CONTRACTOR agree that
with respect to any services or work performed or provided by CONTRACTOR or its
subcontractors under the Agreement arising or related to a disaster event, the provisions set
forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is attached hereto
as Exhibit A and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by CONTRACTOR of work or services required
as a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the
event of a conflict between the terms of the Agreement and the FEMA Requirements,the FEMA
Requirements shall govern and prevail
35. DEFAULT OF CONTRACT& REMEDIES.
a. Correction of Services. If, in the judgment of CITY, Services provided by CONTRACTOR do
not conform to the requirements of this Agreement, or if the Services exhibit poor workmanship,
CITY reserves the right to require that CONTRACTOR correct all deficiencies in the Services
to bring the Services into conformance without additional cost to CITY, and/or replace any
personnel who fail to perform in accordance with the requirements of this Agreement. CITY
shall be the sole judge of non-conformance and the quality of workmanship and performance
of Services.
b. Default of Contract. The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by CONTRACTOR:
1) The abandonment of the project by CONTRACTOR for a period of more than seven
(7) business days.
2) The abandonment, unnecessary delay, refusal of, or failure to comply with any of the
terms of this Agreement or neglect or refusal to comply with the instructions of the
CITY's designee.
3) The failure by CONTRACTOR to observe or perform any of the terms, covenants, or
conditions of this Agreement to be observed or performed by CONTRACTOR, where
such failure shall continue for a period of seven (7) business days after written notice
thereof by CITY to CONTRACTOR; provided, however, that if the nature of
CONTRACTOR's default is such that more than seven (7) business days are
reasonably required for its cure, then CONTRACTOR shall not be deemed to be in
default if CONTRACTOR commences such cure within said seven (7) business day
period and thereafter diligently prosecutes such cure to completion.
4) The assignment and/or transfer of this Agreement or execution or attachment thereon
by CONTRACTOR or any other party in a manner not expressly permitted hereunder.
5) The making by CONTRACTOR of any general assignment or general arrangement for
the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have
CONTRACTOR adjudged a bankruptcy, or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed against
CONTRACTOR, the same is dismissed within sixty (60) calendar days); or the
appointment of a trustee or a receiver to take possession of substantially all of
CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where
possession is not restored to CONTRACTOR within thirty (30) calendar days; for
attachment, execution or other judicial seizure of substantially all of CONTRACTOR's
assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not
discharged within thirty (30) calendar days.
c. Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR,
in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct
CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice
shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal,
failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent
by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such
declaration of default and terminate the Agreement. The Surety on the Performance Bond
shall within ten (10)calendar days of such declaration of default, rectify or cause to be rectified
any mismanagement or breach of service in the Agreement and assume the work of
CONTRACTOR and proceed to perform services under the Agreement, at its own cost and
expense.
1) Upon such declaration of default, all payments remaining due CONTRACTOR at the
time of default, less all sums due CITY for damages suffered, or expenses incurred by
reason of default, shall be due and payable to Surety. Thereafter the Surety shall
receive monthly payments equal to those that would have been paid by the
CONTRACTOR had the CONTRACTOR continued to perform the services under the
Agreement.
2) CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and
the facilities necessary for the completion of the Agreement, and charge the cost of
same to CONTRACTOR and/or the Surety together with the costs incident thereto to
such default.
3) In the event CITY completes the Agreement at a lesser cost than would have been •
payable to CONTRACTOR under this Agreement, if the same had been fulfilled by
CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be
greater, CONTRACTOR shall pay the amount of such excess to the CITY.
4) Notwithstanding the other provisions in this Article, CITY reserves the right to terminate
the Agreement at any time, whenever the service provided by CONTRACTOR fails to
meet reasonable standards of the trade after CITY gives written notice to the
CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14)
calendar days of the receipt by CONTRACTOR of such notice from CITY.
36. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS
IN GOVERNMENT CONTRACTING.
CONTRACTOR is hereby notified of the provisions of section 287.05701, Florida Statutes, as
amended, that the CITY will not request documentation of or consider a CONTRACTOR's social,
political, or ideological interests when determining if the CONTRACTOR is a responsible
CONTRACTOR. CONTRACTOR is further notified that the CITY's governing body may not give
preference to a CONTRACTOR based on the CONTRACTOR's social, political, or ideological
interests.
37. PUBLIC ENTITY CRIME ACT.
CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR has been placed on the convicted vendor list.
38. COUNTRIES OF CONCERN.
CONTRACTOR represents that it is, and for the duration of the Term will remain, in compliance with
Section 286.101, Florida Statutes.
39. ANTI-HUMAN TRAFFICKING.
On or before the Effective Date of this Agreement, CONTRACTOR shall provide CITY with an affidavit
attesting that the CONTRACTOR does not use coercion for labor or services, in accordance with •
Section 787.06(13), Florida Statutes.
40. PUBLIC RECORDS.
The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall
comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
c. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and, following completion of the contract, CONTRACTOR shall destroy all
copies of such confidential and exempt records remaining in its possession once the
CONTRACTOR transfers the records in its possession to the CITY; and
d. Upon completion of the contract, CONTRACTOR shall transfer to the CITY, at no cost to the
CITY, all public records in CONTRACTOR's possession All records stored electronically by
CONTRACTOR must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of the
CITY.
e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
IN WITNESS WHEREOF,the parties have hereunto set their hands and seals on the day and
year set forth below their respective signatures.
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CITY OF BOYNTON BEACH HOMRICH CORPORATION
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EXHIBIT A
FEDERALLY REQUIRED CONTRACT TERMS
The FEMA Reauirements shall only modify the Contract upon the provision by the Contractor of worlt
or services reauired as a result of a disaster,
The term"Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract"as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed or
provided by Contractor or its subcontractors under the Contract arising or related to a disaster event,the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the"FEMA Requirements")
shall apply.The FEMA Requirements shall only modify the Contract upon the provision by Contractor of
work or services required as a result of a disaster.The terms and conditions of the Contract and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the event of a
conflict between the terms of the Contract and the FEMA Requirements, the FEMA Requirements shall
govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The federal
funds appropriated by the Federal Emergency Management Agency (FEMA) will be administered through
the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other provisions
of the Contract, the FEMA Requirements will govern and prevail. Only FEMA provisions applicable
to the Contract shall apply.
C. Payment. Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies.
(1) Legal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other legal
or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any provision
of this article. The City shall recover its court costs and reasonable attorneys' fees in any legal
proceedings commenced to enforce the contract.
(2) Additional Remedies. In addition to any other remedies provided for in the contract or to which the City
may be entitled at law or in equity, in the event of a breach or violation of the Contract by the Contractor,
the Contractor shall be subject to debarment or suspension from consideration for the award of
additional contracts from the City, including but not limited to contracts related to disaster relief or
recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City.The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article by
any other legal means.
E. Termination or Suspension of Contract.
The City may, by written notice to the Contractor, suspend any or all of the City's obligations under the
Contract due to the Contractor's failure to comply with applicable law or the terms of the Contract until
such time as the event or condition resulting in such suspension has ceased or been corrected.
F. Termination for Cause. The City shall have the right to terminate the Contract for cause, in the event of a
breach of the contract terms, upon five (5)-calendar days written notice to Contractor. In the event of
termination, the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City shall
be liable for the payment of all portions of materials,supplies,services,and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work, materials,or services not performed or delivered to the City.
All other termination provisions in the Contract shall remain applicable.
G. Termination for Convenience. The City may terminate this Contract at its convenience with or without
cause upon written notice of termination to the Contractor. In the event of such a termination by the City,
the City shall be liable for the payment of all Work properly performed prior to the effective date of
termination and for all portions of materials, supplies, services, and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work,materials, or services not performed or delivered to the
City.All other termination provisions in the Contract shall remain applicable.
H. Changes to Contract. Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations, and mutually
agreed, may be made part of the Contract by written amendment duly executed by City and Contractor.
I. Equal Employment Opportunity.
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex,sexual orientation, gender identity, 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, sexual orientation, gender
identity, 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 consideration for employment without
regard to race,color, religion,sex, sexual orientation, gender identity, 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 contractor 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 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 of this contract
or with any of the said rules, regulations, or orders, his 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 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 (8) 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. The applicant further agrees that it will be bound by the
above equal opportunity clause with respect to its own employment practices when it participates in
federally assisted construction work: Provided, if the applicant so participating is a State or local
government, the above equal opportunity clause is not applicable to any agency, instrumentality or
subdivision of such government which does not participate in work on or under the contract. The
applicant agrees that it will assist and cooperate actively with the administering agency and the
Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor,that it will
furnish the administering agency and the Secretary of Labor such information as they may require for
the supervision of such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance. The applicant further agrees
that it will refrain from entering into any contract or contract modification subject to Executive Order
11246 of September 24, 1965,with a contractor debarred from,or who has not demonstrated eligibility
for, Government contracts and federally assisted construction contracts pursuant to the Executive
Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as
may be imposed upon contractors and subcontractors by the administering agency or the Secretary of
Labor pursuant to Part 11, Subpart D of the Executive Order. In addition, the applicant agrees that if
it fails or refuses to comply with these undertakings, the administering agency may take any or all of
the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan,
insurance, guarantee); refrain from extending any further assistance to the applicant under the
program with respect to which the failure or refund occurred until satisfactory assurance of future
compliance has been received from such applicant; and refer the case to the Department of Justice
for appropriate legal proceedings
J. Civil Riahts.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) au. In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) pisabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended,
42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities, and which prohibits discrimination in the areas of employment, public
accommodations, transportation, telecommunications and government services.
K, Pavis Bacon Act and Copeland Anti-Kickback Act.
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act-40 USC s. 3145)
In situations where the Davis-Bacon Act does not apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if applicable)
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29 C.F.R. pt.5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to 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.
(3) The Contractors will pay wages not less than once a week.
Compliance with Copeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt.3 as maybe applicable,which are incorporated by reference into this
contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach.A breach of the contract clauses above may be grounds for termination of the contract,and
for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
L. Contract Work Hours and Safety Standards Act.
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics or
laborers; 29 CFR Part 5; 2 CFR Part 22,Appendix ll, E)
(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. U. S. Department of Homeland Security Headquarters 500 C St
SW Washington, D.C. 20042.
(2)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (b)(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 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 (b)(1)of this section, in the sum
of$27 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 (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) 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 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 (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (b)(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 (b)(1)through (4) of this section.
M. Rights to Inventions_Made Under a Contractor Agreement.
(Applicable if FEMA award meets the definition of"funding agreement"under 37 C.F.R. §401.2(a)
and the non-Federal entity 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'. Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and
Federal Assistance to Individuals and Households- Other Needs Assistance Grant Program. 37 CFR
Part 401; 2 CFR Part 200,Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
N. Clean Air Act and the Federal Water Pollution Control Act.
(Applicable to Contracts in Excess of$150,000)
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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
Federal Water 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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
0. Certification Regarding Debarment. Suspension. Ineligibility and Voluntary Exclusion.
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order 12689, 2
CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out below.
b. The inability of a person to provide the certification set out below will not necessarily
result in denial of participation in this covered transaction.The Contractor shall submit
an explanation of why it cannot provide the certification set out below.The certification
or explanation will be considered in connection with the department or agency's
determination whether to enter into this transaction. However,failure of the Contractor
to furnish a certification or an explanation shall disqualify such a person from
participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or agency
to whom this proposal is submitted if any time the prospective primary participant
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
d. 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 at2 C.F.R. § 180.940) or disqualified
(defined at 2 C.F,R. § 180.935).
e. 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.
f. 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, and
the City,the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment.
g. The Contractor 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
the Contract. The Contractor further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
P. Certification Regarding Use of Contract Funds for Lobbying - Byrd Anti-Lobbying.
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicabieto contracts in excess of$100,000. 2 CFR Part 200,
Appendix II)
Contractors with contracts 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
City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum,to the best of his or her knowledge and belief,
that:
a. 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 any Federal 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, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
b. 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
Federal 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.
c. This certification is a material representation of the 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. 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.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed$100,000, and
that all such recipients shall certify and disclose accordingly.
e. The Contractor,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. Chap. 38, Administrative Remedies for
False Claims and Statements, apply to this certification and disclosure, if any.
P. Procurement of Recovered Materials.
(Applicable to all FEMA contracts, 42 USC s. 6962; 2 CFR Part 200,Appendix II, K; 2 CFR s. 200.322)
(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-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items, is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qov/smm/comprehensiveprocurement-guideline-cpg-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the
Solid Waste Disposal Act."
Q. Compliance with Federal Law. Reaulations. and Executive Orders.
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, and as amended from to time, including but not
limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Compliance with State and Federal Reoortina Requiremgnts. The contractor and its subcontractors
shall comply with and the Contract is subject to the requirements and regulations of the Federal
Emergency Management Agency and the State of Florida Division of Emergency Management
pertaining to reporting.
S. Jmmiaration and Naturalization Act
(Applicable to all FEMA contracts)
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC§1324a(e)
[§274A(a)(1)and(e)] of the Immigration and Nationality Act]and such employment of unauthorized
aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. Jndemnitv of Funding Entities.
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration),and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses,fees,
fines, penalties, suits,proceedings, actions and cost of actions, including attorneys'fees for trial and
appeal, and for the preparation of same arising out of Contractor's, its officers, agents, employees,
and subcontractors'acts or omissions associated with this Contract.
U. Performance and Payment Bonds.
(Applicable to all FEMA Construction Contracts)
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations, furnish a Performance and Payment Bond, executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value,which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials, and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Supplies.
(Applicable to all FEMA contracts)
All manufactured and unman ufactured articles, materials, and supplies which are acquired for public
use under this Contract have been produced in the United States as required by 41 USC §10a, unless
it would not be in the public interest or unreasonable in cost.
W. Access to Records.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
(1) The Contractor agrees to provide the City, State, FEMA, 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 the 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 FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under the
Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract,except in the event of litigation or settlement of claims arising from the
performance of the Contract, in which case Contractor agrees to maintain same until the City,
the State, FEMA, the Comptroller General, or any of their duly authorized representatives,
have disposed of all such litigation, appeals, claims or exceptions related thereto.
(5) In compliance with the Disaster Recovery Act of 2018,the City and the Contractor acknowledge
and agree that no language in this contract is intended to prohibit audits or internal reviews by
the FEMA Administrator or the Comptroller General of the United States.
X. pHS Seal. Logo and Flags.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses of
OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulenj or Related Acts.
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap. 38(Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. Pio Obliaation by the Federal Government.
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party(whether or not a party to that
contract) pertaining to any matter resulting from the contract.
M. Additional FEMA Provisions.
(
(1) Affirmative Socioeconomic Steps. If subcontracts are to be let, the prime contractor is required to
take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5)to ensure that small and minority
businesses,women's business enterprises, and labor surplus area firms are used when possible.
(2) Copyrights and Data Rights. The Contractor grants to the City a paid-up, royalty-free, nonexclusive,
irrevocable, worldwide license in data first produced in the performance of this Contract to
reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the
public, and perform publicly and display publicly such data. For data required by the Contract but
not first produced in the performance of this Contract,the Contractor will identify such data and grant
to the City or acquires on its behalf a license of the same scope as for data first produced in the
performance of this contract. Data, as used herein, shall include any work subject to copyright under
17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code,
music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other
audiovisual works, sound and/or video recordings, and architectural works. Upon or before the
completion of this contract, the Contractor will deliver to the City data first produced in the
performance of this contract and data required by the contract but not first produced in the
performance of this contract in formats acceptable by the City.
BB. Subcontracts. (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
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MASTER AGREEMENT FOR MINOR CONSTRUCTION SERVICES
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
J.I.J. CONSTRUCTION CORP.
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, Florida 33435, hereinafter referred to as "CITY", and J.I.J Construction Corp. a
Florida Profit Corporation authorized to do business in the State of Florida, with a business address of
902 S. Federal Hwy #1, Lake Worth, FL 33460, hereinafter referred to as the "CONTRACTOR." In
consideration of the mutual benefits, terms, and conditions hereinafter specified the Parties agree as set
forth below.
1. PROJECT DESIGNATION. The CONTRACTOR is retained by the City as a primary contractor to
provide the services, work, and all labor, parts, and materials related to RFQ NO.: PWE24-017 —PRE-
QUALIFICATION OF CONTRACTORS FOR MINOR CONSTRUCTION SERVICES.
2. SCOPE OF SERVICES / PROCESS.
I I
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and
supervision required to perform Minor Construction Services, defined as projects less than
$200,000(the"Services") by way of individual task orders(each a"Task Order"), at the request
of the CITY, on an as-needed basis during the Term of this Agreement. All Services shall be
performed in accordance with the terms and conditions of the Contract Documents, which are
comprised of the RFQ, General Conditions for Construction, CONTRACTOR's Proposal, this
Agreement, and any Task Order.
b. Minor construction projects will be initiated by the CITY upon issuance of a solicitation, or Task
Order, and shall be advertised to all primary pre-qualified contractors. CONTRACTOR shall be
required to respond to each advertisement when requested, whether by offer or response of
"no bid." If the CONTRACTOR fails to respond to more than three (3)consecutive requests for
proposals by the CITY, the firm shall be removed from the primary prequalification pool and all
subsequent bidding opportunities under this contract.
c. If a primary pre-qualified contractor is removed from the qualification pool, the next highest-
ranked alternate will be added to the primary prequalification pool.
d. Task Orders. The specific scope of work for each project will be described in a Task Order.
Each Task Order shall identify the location, scope of work, compensation, any applicable
general or special conditions, and the project schedule, and shall be signed by the CITY and
CONTRACTOR. Time shall be of the essence for each Task Order.
e. No project under this contract shall require bid, payment, or performance bonds unless
specifically noticed in the solicitation or Task Order.
3. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
August 7, 2024 ("Effective Date") and shall remain in effect through August 6, 2027 ("Initial Term").
The CITY reserves the right to renew the Agreement for two (2) one-year renewals (each a
"Renewal") subject to CONTRACTOR acceptance, satisfactory performance as determined by the
CITY, and determination by the CITY that renewal will be in the best interest of the CITY. Such
Renewals are only effective and valid if in writing and signed by each parties' authorized
representative. The City Manager is authorized to execute a renewal amendment on behalf of the
CITY. Both the Initial Term and any Renewal(s) shall be collectively referred to as the "Term."
4. TIME OF PERFORMANCE. Services under this Agreement shall commence upon the CITY giving
CONTRACTOR written notice to proceed with a Task Order. CONTRACTOR shall perform all services
and provide all work products required pursuant to this Agreement and specific Task Order unless an
extension of time is granted in writing by the CITY. CONTRACTOR shall complete each executed Task
Order without regard to whether such completion would cause Services to be performed after the
expiration date of this Agreement. Any Task Order for which performance extends beyond the Term
may be amended after that expiration date, provided that any additional Services, time, and
compensation are permitted under this Agreement. The terms and conditions of this Agreement shall
continue to govern Task Orders notwithstanding the expiration of this Agreement.
5. PAYMENT. The CONTRACTOR shall be paid by the CITY for completion of work performed under
each Task Order at the lump sum or unit prices presented by the CONTRACTOR and accepted by the
City.
a. The CONTRACTOR shall submit an invoice to the CITY requesting periodic progress
payments for work that has been completed and has been inspected and accepted by the
CITY. The date of the invoices shall not exceed 30 calendar days from the completion of the
work. Under no circumstances shall the invoice be submitted to the CITY in advance of the
delivery and acceptance of the work.
b. The CONTRACTOR shall use AIA® Contractor form G702 Application and Certificate for
Payment to invoice on each Task Order, or an approved equal form. The invoice shall contain
the following basic information: the contractor's name and address, invoice number, date of
invoice, reference (or include a copy of) the corresponding delivery ticket number or packing
slip number, description of the goods or service, the contract number, Task Order number,
purchase order number, and any discounts.
d. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
e. The CONTRACTOR's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of five (5) years
after the termination of the Agreement. Copies shall be made available upon request.
f. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. LIQUIDATED DAMAGES. The actual damages CITY and the public may suffer as a result of the
failure to complete work under a Task Order within the scheduled time are not ascertainable at the time
of this Agreement. If said work under any Task Order is not substantially and then fully completed
within the time established by the Task Order and the Contract Documents, as may be adjusted, the
CONTRACTOR shall be liable and hereby agrees to pay to the CITY as liquidated damages, and not
as a penalty, a sum per calendar day for each and every day or part of a day thereafter that said work
remains incomplete. Each Task Order shall specify the sum of liquidated damages per calendar day
that CONTRACTOR shall pay to CITY.
7. ROLE OF THE CITY.
a. The CITY shall be the owner's representative under each Task Order. In that capacity, the
CITY shall perform the following:
II
1) Pay the CONTRACTOR for all work and services satisfactorily performed per each Task
Order.
2) Monitor the performance of the work.
b. CONTRACTOR understands and agrees that in serving in the capacity outlined above, the
CITY assumes neither responsibility or liability for the performance or the quality of the work.
CONTRACTOR remains solely responsible and liable for same.
c. CONTRACTOR understands and agrees that in the event of a dispute related to or arising out
of any matter related to this Agreement, the CITY's sole obligation and liability is for payment
for work satisfactorily performed and CONTRACTOR expressly releases CITY from any other
responsibility or liability whatsoever.
8. SITE CONDITIONS. CONTRACTOR shall have the sole responsibility of satisfying itself concerning
the nature and location of the work and the general conditions, which can in any way affect the
performance of the work or the cost associated therewith.
9. PERMITS AND FEES. All permits or licenses necessary for the performance of the work or required
by law or ordinance, including building permits, shall be secured, maintained, and paid for by the
CONTRACTOR.
10. CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTRACTOR shall,
prior to the execution of any Task Order, by careful examination, satisfy itself as to the nature and
location of the work, the conformation of the ground, the character, quality and quantity of the materials
to be encountered, the character of the equipment and facilities needed preliminary to and during the
prosecution of the work, and the general and local conditions. Execution of a Task Order by the
CONTRACTOR shall be a representation that the CONTRACTOR has visited the site, reviewed any
design criteria furnished by CITY, become generally familiar with local conditions under which the work
is to be performed and correlated personal observations with requirements of the Contract Documents.
CONTRACTOR agrees that its inspection of the site and review of information furnished by CITY shall
be adequate investigation. By execution of a Task Order, CONTRACTOR represents that the plans
and specifications are consistent, practical,feasible and constructible within the scheduled construction
time and CONTRACTOR affirmatively covenants that CONTRACTOR has observed no defects or
discrepancies in the plans, specifications or site. CONTRACTOR agrees that that if during construction
any discrepancies,defects, etc.,are discovered by or made known to CONTRACTOR, CONTRACTOR
shall immediately communicate same to CITY.
11. NO DAMAGE FOR DELAY. The CONTRACTOR expressly agrees that a change order for an
extension of the completion date in the Task Order constitutes its sole and exclusive remedy for
efficiency or other related time or impact based claims (hereinafter collectively "delay") or for delay
attributable to any foreseen or unforeseen condition, or for delays claimed to be the result of active,
intentional, knowing or passive interference by the City or its agents, and waives claims for any and all
damages which it may suffer by reason of such claims, including but not limited to, lost profits, loss or
impairment of bonding capacity, destruction of business, overhead, supervision, extended unabsorbed
home office overhead, increase insurance costs, lost profits on alternate or unperformed contracts.
CONTRACTOR hereby affirms that an extension of time is the CONTRACTOR's sole and exclusive
remedy.
12. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with the Contract Documents for a period of one year from the final certificate of •
occupancy for the project (or if no certificate of occupancy to be issued, within one year of substantial
completion) or for such longer periods of time as may be set forth with respect to specific warranties
contained in the specifications.
13. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the CONTRACTOR in connection with the Services rendered under this
1
Agreement shall be the property of the CITY whether the project for which they are made is executed
or not. The CONTRACTOR shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with CONTRACTOR's
endeavors.
14. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
15. WARRANTIES AND REPRESENTATIONS. CONTRACTOR represents and warrants to the CITY that
it is competent to engage in the scope of Services contemplated under this Agreement and that it will
retain and assign qualified professionals to all assigned projects during the Term of this Agreement.
CONTRACTOR's Services shall meet a standard of care for professionals in the industry.
16. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the Services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida, and City of Boynton Beach,
ordinances and regulations that are applicable to the Services to be rendered under this Agreement.
17. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order. �
18. INDEMNIFICATION.
a. The CONTRACTOR shall indemnify and hold harmless the CITY, its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense,which the CITY or its officers,employees,agents or instrumentalities
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind
or nature arising out of, relating to and resulting from the performance of this Agreement by the
CONTRACTOR, its employees, agents, partners, principals or subcontractors. The
CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of the CITY, where
applicable, including appellate proceedings, and shall pay all costs,judgments, and attorneys'
fees which may issue thereon. Neither party to this Agreement shall be liable to any third party
claiming directly or through the other respective party, for any special, incidental, indirect, or
consequential damages of any kind, including but not limited to lost profits or use that may
result from this Agreement or out of the services or goods furnished hereunder. The parties
agree that Twenty-five Dollars ($25.00) of the total compensation paid to the CONTRACTOR
for the performance of this Agreement shall represent the specific consideration for the
CONTRACTOR's indemnification of the CITY. The extent of CONTRACTOR's indemnification
shall be limited to one and one-half (1 1/2) times the Task Order price or One Million Dollars
($1,000,000) per occurrence, whichever is greater. It is the specific intent of the Parties hereto
that the foregoing indemnification complies with §725.06, Florida Statutes. It is further the
specific intent and agreement of the parties that all of the Contract Documents on this Project
are hereby amended to include the foregoing indemnification and the "Specific Consideration"
therefor.
b. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
c. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
\/Q
19. INSURANCE.
a. During the performance of the services under this Agreement, CONTRACTOR shall maintain
the following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All policies shall be written by an insurance company authorized to do
business in Florida. CONTRACTOR shall be required to obtain all applicable insurance
coverage, as indicated below, prior to commencing any service pursuant to this Agreement:
1) Worker's Compensation Insurance: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Worker's Compensation Insurance covering all employees with
limits meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the CITY of Boynton Beach, executed by the insurance company.
2) Comprehensive General Liability: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall
be on an "Occurrence" basis. Coverage shall include Premises and Operations;
Independent consultants, Products-Completed Operations and Contractual Liability with
specific reference to Article 18, "Indemnification" of this Agreement. This policy shall
provide coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. CONTRACTOR shall maintain a
minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal
injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability
insurance shall include the CITY as an additional insured and shall include a provision
prohibiting cancellation of the policy upon thirty (30) calendar days prior written notice to !,
the CITY.
3) Business Automobile Liability: The CONTRACTOR shall procure and maintain, for the
life of this Agreement, Business Automobile Liability Insurance. The CONTRACTOR shall
maintain a minimum amount of $1,000,000 combined single limit for bodily injury and
property damage liability to protect the CONTRACTOR from claims for damage for bodily
and personal injury, including death, as well as from claims for property damage, which
may arise from the ownership, use of maintenance of owned and non-owned automobile,
included rented automobiles, whether such operations be by the CONTRACTOR or by
anyone directly or indirectly employed by the CONTRACTOR.
4) Professional Liability (Errors and Omissions) Insurance: The CONTRACTOR shall
procure and maintain for the life of this Agreement in the minimum amount of $1,000,000
per occurrence.
5) Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow form of the General Liability, Auto Liability and Employer's Liability.
This coverage shall be maintained for a period of no less than the later of three (3) years
after the delivery of goods/services or final payment pursuant to the Agreement.
b. CONTRACTOR shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
c. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
A
be suspended, voided or canceled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
d. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
20. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the CONTRACTOR is
an independent contractor with respect to the services provided pursuant to this Agreement. Nothing
in this Agreement shall be considered to create the relationship of employer and employee between
the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to
any benefits accorded CITY employees by virtue of the services provided under this Agreement. The
CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social
Security or for contributing to the state industrial insurance program, otherwise assuming the duties of
an employer with respect to CONTRACTOR, or any employee of CONTRACTOR.
21. COVENANT AGAINST CONTINGENT FEES. The 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 CONTRACTOR has not paid or agreed
to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this contract. For breach or violation of this warranty, the CITY
shall have the right to annul this Agreement without liability or, in its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
22. TRUTH-IN-NEGOTIATION CERTIFICATE.
a. Execution of this Agreement by the CONTRACTOR shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the date
of the Agreement and no higher than those charged to the CONTRACTOR's most favored
customer for the same or substantially similar service.
b. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside
CONTRACTORs. The CITY shall exercise its rights under this "Certificate"within one (1)year
following payment.
23. DISCRIMINATION PROHIBITED. The CONTRACTOR, with regard to the Services performed by it
under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed,
age, sex, or the presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
24. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
25. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
26. TERMINATION.
a Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) calendar days after written notice by the CITY to the
CONTRACTOR for such termination in which event the CONTRACTOR shall be paid its
compensation for services performed to the termination date, including services reasonably
related to termination. In the event that the CONTRACTOR abandons the Agreement or
causes it to be terminated, the CONTRACTOR shall indemnify the CITY against loss pertaining
to this termination.
b. Termination for Cause. In addition to all other remedies available to CITY, this Agreement
shall be subject to cancellation by CITY for cause, should CONTRACTOR neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein contained,
if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by
CONTRACTOR of written notice of such neglect or failure.
27. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
28. UNCONTROLLABLE FORCES.
a. Neither the CITY nor CONTRACTOR shall be considered to be in default of this Agreement if
delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which,
by the exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance. sabotage, and
governmental actions.
b. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
29. NOTICES. Notices to the CITY shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
With Copy to: Shawna G. Lamb, City Attorney
City of Boynton Beach
100 East Ocean Ave.
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to CONTRACTOR shall be sent to the following address:
Kati Cassiani
J.I.J. Construction Corp.
YCE-'
902 S. Federal Hwy#1
Lake Worth, FL 33460
30. INTEGRATED AGREEMENT. This Agreement, together with attachments, exhibits, or addenda,
represents the entire and integrated agreement between the CITY and the CONTRACTOR and
supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may
be amended only by written instrument signed by both CITY and CONTRACTOR.
31. SOVEREIGN IMMUNITY.
a. CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing
in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the
immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may
be amended from time to time, or any successor statute thereof. To the contrary, all terms and
provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be
construed or resolved so as to insure CITY of the limitation from liability provided to any
successor statute thereof. To the contrary, all terms and provision contained in the Agreement,
or any disagreement or dispute concerning it, shall be construed or resolved so as to insure
CITY of the limitation from liability provided to the State's subdivisions by state law.
b. In connection with any litigation or other proceeding arising out of the Agreement, the prevailing
party shall be entitled to recover its own costs and attorney fees through and including any
appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees,
however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's
liability beyond the limits established in Section 768.28, Florida Statutes, as amended.
1) Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement shall be in a court of law. The CITY does
not consent to mediation or arbitration for any matter connected to this Agreement.
2) The parties agree that any action arising out of this Agreement shall take place in Palm
Beach County, Florida
32. E-VERIFY.
a. CONTRACTOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described herein
below.
Definitions for this Section:
1) "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies,or services to such employer
in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is
not limited to, a vendor or consultant.
2) "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for a salary, wages, or other
remuneration.
3) "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective
January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the
I,
work authorization status of all newly hired employees. Contractor shall register for and utilize the
U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of:
1) All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
2) All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the City of Boynton Beach.
The Contractor acknowledges and agrees that registration and use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is
a condition of the contract with the City of Boynton Beach; and
3) The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility,"as amended from time to time. This includes, but is not limited
to registration and utilization of the E-Verify System to verify the work authorization
status of all newly hired employees. Contractor shall also require all subcontractors to
provide an affidavit attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such
affidavit for the duration of the contract. Failure to comply will lead to termination of this
Contract, or if a subcontractor knowingly violates the statute, the subcontract must be
terminated immediately. Any challenge to termination under this provision must be filed
in the Circuit Court no later than twenty(20)calendar days after the date of termination.
Termination of this Contract under this Section is not a breach of contract and may not
be considered as such. If this contract is terminated for a violation of the statute by the
Contractor, the Contractor may not be awarded a public contract for a period of one
(1) year after the date of termination.
33 SCRUTINIZED COMPANIES 287.135 and 215.473.
By execution of this Agreement, CONTRACTOR certifies that CONTRACTOR is not participating
in a boycott of Israel. CONTRACTOR further certifies that CONTRACTOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,
and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
has CONTRACTOR been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the CITY will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The CITY shall provide notice, in writing, to CONTRACTOR of the CIT's
determination concerning the false certification. CONTRACTOR shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is discovered
during the active contract term, CONTRACTOR shall have ninety (90) days following receipt of the
notice to respond in writing and demonstrate that the determination of false certification was made
in error. If CONTRACTOR does not demonstrate that the CITY's determination of false certification
was made in error then the CITY shall have the right to terminate the contract and seek civil
remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time.
34. MISCELLANEOUS.
a. No assignment by a party hereto of any rights under or interests in the Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty
or responsibility under the Agreement.
b. CITY and CONTRACTOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns, and legal
representatives in respect of all covenants, agreements, and obligations contained in the
Agreement.
c. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
d. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the
CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that
is the subject of this Agreement. Payment of the invoice and acceptance of such payment by
CONTRACTOR shall release CITY from all claims of liability by CONTRACTOR in connection
with this Agreement.
e. At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's
property from all damage whatsoever on account of the Services being carried on under this
Agreement.
f. It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes,
ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal
agencies as applicable.
g. This Agreement represents the entire and integrated agreement between CITY and
CONTRACTOR and supersedes all prior negotiations, representations, or agreements, either
written or oral. This Agreement is intended by the parties hereto to be final expression of this
Agreement, and it constitutes the full and entire understanding between the parties with
respect to the subject hereof, notwithstanding any representations, statements, or
agreements to the contrary heretofore made. In the event of a conflict between this
Agreement, the solicitation, and the CONTRACTOR's proposal, this Agreement shall govern
then the solicitation, and then the CONTRACTOR's proposal.
h. This Agreement may be executed by hand or electronically in multiple originals or
counterparts, each of which shall be deemed to be an original and together shall constitute
one and the same agreement. Execution and delivery of this Agreement by the Parties shall
be legally binding, valid, and effective upon delivery of the executed documents to the other
party through facsimile transmission, email, or other electronic delivery.
i. Non-Exclusive; No Guaranty. This Agreement is non-exclusive and the CITY reserves the
right to award other contracts for work falling within the scope of this Agreement. No Task
Order(s) or minimum amount of work or compensation is guaranteed under this Agreement.
j. Any and all legal action necessary to enforce the terms of this Agreement shall be governed
by the laws of the State of Florida. Any legal action arising from the terms of this Agreement
shall be submitted to a court of competent jurisdiction located exclusively in Palm Beach
County.
k. Services Provided in Response to Natural Disaster / Emergency. CONTRACTOR provides
services that the CITY may require in the event of a hurricane or other disaster. CONTRACTOR
acknowledges and agrees that in such event. the CITY may apply to the State of Florida or the
federal government for funds which will be used to pay CONTRACTOR or reimburse the CITY
for payments made to CONTRACTOR. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Provider desires to be eligible to be awarded disaster
work and be compensated through federal funds. The CITY and CONTRACTOR agree that
with respect to any services or work performed or provided by CONTRACTOR or its
subcontractors under the Agreement arising or related to a disaster event, the provisions set
forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is attached hereto
as Exhibit A and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by CONTRACTOR of work or services required
as a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the
event of a conflict between the terms of the Agreement and the FEMA Requirements,the FEMA
Requirements shall govern and prevail
35. DEFAULT OF CONTRACT & REMEDIES.
a. Correction of Services. If, in the judgment of CITY, Services provided by CONTRACTOR do
not conform to the requirements of this Agreement,or if the Services exhibit poor workmanship,
CITY reserves the right to require that CONTRACTOR correct all deficiencies in the Services
to bring the Services into conformance without additional cost to CITY, and/or replace any
personnel who fail to perform in accordance with the requirements of this Agreement. CITY
shall be the sole judge of non-conformance and the quality of workmanship and performance
of Services.
b. Default of Contract. The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by CONTRACTOR:
1) The abandonment of the project by CONTRACTOR for a period of more than seven
(7) business days.
2) The abandonment, unnecessary delay, refusal of, or failure to comply with any of the
terms of this Agreement or neglect or refusal to comply with the instructions of the
CITY's designee.
3) The failure by CONTRACTOR to observe or perform any of the terms, covenants, or
conditions of this Agreement to be observed or performed by CONTRACTOR, where
such failure shall continue for a period of seven (7) business days after written notice
thereof by CITY to CONTRACTOR; provided, however, that if the nature of
CONTRACTOR's default is such that more than seven (7) business days are
reasonably required for its cure, then CONTRACTOR shall not be deemed to be in
default if CONTRACTOR commences such cure within said seven (7) business day
period and thereafter diligently prosecutes such cure to completion.
4) The assignment and/or transfer of this Agreement or execution or attachment thereon
by CONTRACTOR or any other party in a manner not expressly permitted hereunder.
5) The making by CONTRACTOR of any general assignment or general arrangement for
the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have
CONTRACTOR adjudged a bankruptcy,or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed against
CONTRACTOR, the same is dismissed within sixty (60) calendar days); or the
appointment of a trustee or a receiver to take possession of substantially all of
CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where
possession is not restored to CONTRACTOR within thirty (30) calendar days; for
attachment, execution or other judicial seizure of substantially all of CONTRACTOR's
assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not
discharged within thirty (30) calendar days.
c. Remedies in Default. In case of default by CONTRACTOR,CITY shall notify CONTRACTOR,
in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct
CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice
shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal,
failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent
by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such
declaration of default and terminate the Agreement. The Surety on the Performance Bond
shall within ten (10)calendar days of such declaration of default, rectify or cause to be rectified
any mismanagement or breach of service in the Agreement and assume the work of
CONTRACTOR and proceed to perform services under the Agreement, at its own cost and
expense.
it
1) Upon such declaration of default, all payments remaining due CONTRACTOR at the
time of default, less all sums due CITY for damages suffered, or expenses incurred by
reason of default, shall be due and payable to Surety. Thereafter the Surety shall
receive monthly payments equal to those that would have been paid by the
CONTRACTOR had the CONTRACTOR continued to perform the services under the
Agreement.
2) CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and
the facilities necessary for the completion of the Agreement, and charge the cost of
same to CONTRACTOR and/or the Surety together with the costs incident thereto to
such default.
3) In the event CITY completes the Agreement at a lesser cost than would have been
payable to CONTRACTOR under this Agreement, if the same had been fulfilled by
CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be
greater, CONTRACTOR shall pay the amount of such excess to the CITY.
4) Notwithstanding the other provisions in this Article, CITY reserves the right to terminate
the Agreement at any time, whenever the service provided by CONTRACTOR fails to
meet reasonable standards of the trade after CITY gives written notice to the
CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14)
calendar days of the receipt by CONTRACTOR of such notice from CITY.
36. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS
IN GOVERNMENT CONTRACTING.
CONTRACTOR is hereby notified of the provisions of section 287.05701, Florida Statutes, as
amended, that the CITY will not request documentation of or consider a CONTRACTOR's social,
political, or ideological interests when determining if the CONTRACTOR is a responsible
CONTRACTOR. CONTRACTOR is further notified that the CITY's governing body may not give
preference to a CONTRACTOR based on the CONTRACTOR's social, political, or ideological
interests.
37. PUBLIC ENTITY CRIME ACT.
CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR has been placed on the convicted vendor list.
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38. COUNTRIES OF CONCERN.
CONTRACTOR represents that it is, and for the duration of the Term will remain, in compliance with
Section 286.101, Florida Statutes.
39. ANTI-HUMAN TRAFFICKING.
On or before the Effective Date of this Agreement,CONTRACTOR shall provide CITY with an affidavit
attesting that the CONTRACTOR does not use coercion for labor or services, in accordance with
Section 787.06(13), Florida Statutes.
40. PUBLIC RECORDS.
The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall
comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
c. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and, following completion of the contract, CONTRACTOR shall destroy all
copies of such confidential and exempt records remaining in its possession once the
CONTRACTOR transfers the records in its possession to the CITY; and
d. Upon completion of the contract, CONTRACTOR shall transfer to the CITY, at no cost to the
CITY, all public records in CONTRACTOR's possession All records stored electronically by
CONTRACTOR must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of the
CITY.
e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and
year set forth below their respective signatures.
DATED this Vii-41 day of 1r'R , 20
CITY OF BOYNTON BEACH J.I.J. CONSTRUCTION CORP.
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EXHIBIT A
FEDERALLY REQUIRED CONTRACT TERMS
The FEMA Reauirements shall only modify the Contract upon the Provision by the Contractor of work
or services required as a result of a disaster,
The term"Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract"as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed or
provided by Contractor or its subcontractors under the Contract arising or related to a disaster event, the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA Requirements")
shall apply.The FEMA Requirements shall only modify the Contract upon the provision by Contractor of
work or services required as a result of a disaster. The terms and conditions of the Contract and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the event of a
conflict between the terms of the Contract and the FEMA Requirements, the FEMA Requirements shall
govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The federal
funds appropriated by the Federal Emergency Management Agency (FEMA) will be administered through
the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other provisions
of the Contract, the FEMA Requirements will govern and prevail. Only FEMA provisions applicable
to the Contract shall apply.
C. payment. Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies.
(1) Leaal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other legal
or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any provision
of this article. The City shall recover its court costs and reasonable attorneys' fees in any legal
proceedings commenced to enforce the contract.
(2) Additional Remedies. In addition to any other remedies provided for in the contract or to which the City
may be entitled at law or in equity, in the event of a breach or violation of the Contract by the Contractor,
the Contractor shall be subject to debarment or suspension from consideration for the award of
additional contracts from the City, including but not limited to contracts related to disaster relief or
recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City.The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article by
any other legal means.
E. Termination or Suspension of Contract.
The City may, by written notice to the Contractor, suspend any or all of the City's obligations under the
Contract due to the Contractor's failure to comply with applicable law or the terms of the Contract until
such time as the event or condition resulting in such suspension has ceased or been corrected.
F. Termination for Cause. The City shall have the right to terminate the Contract for cause, in the event of a
breach of the contract terms, upon five (5)-calendar days written notice to Contractor. In the event of
termination, the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City shall
be liable for the payment of all portions of materials,supplies,services,and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work, materials,or services not performed or delivered to the City.
All other termination provisions in the Contract shall remain applicable.
G. Termination for Convenience. The City may terminate this Contract at its convenience with or without
cause upon written notice of termination to the Contractor. In the event of such a termination by the City,
the City shall be liable for the payment of all Work properly performed prior to the effective date of
termination and for all portions of materials, supplies, services, and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work,materials, or services not performed or delivered to the
City.All other termination provisions in the Contract shall remain applicable.
H. Chanaes to Contract. Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations, and mutually
agreed, may be made part of the Contract by written amendment duly executed by City and Contractor.
I. Faual Employment Opportunity.
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, 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, sexual orientation, gender
identity, 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 advertisementsfor employees placed by or on behalf of the
contractor, state that all qualified applicants will receive consideration for employment without
regard to race,color, religion, sex, sexual orientation, gender identity, 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 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 of this contract
or with any of the said rules, regulations, or orders, his 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 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 (8) 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. The applicant further agrees that it will be bound by the
above equal opportunity clause with respect to its own employment practices when it participates in
federally assisted construction work: Provided, if the applicant so participating is a State or local
government, the above equal opportunity clause is not applicable to any agency, instrumentality or
subdivision of such government which does not participate in work on or under the contract. The
applicant agrees that it will assist and cooperate actively with the administering agency and the
Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor. that it will
furnish the administering agency and the Secretary of Labor such information as they may require for
the supervision of such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance. The applicant further agrees
that it will refrain from entering into any contract or contract modification subject to Executive Order
11246 of September 24, 1965,with a contractor debarred from,or who has not demonstrated eligibility
for, Government contracts and federally assisted construction contracts pursuant to the Executive
Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as
may be imposed upon contractors and subcontractors by the administering agency or the Secretary of
Labor pursuant to Part 11, Subpart D of the Executive Order. In addition, the applicant agrees that if
it fails or refuses to comply with these undertakings, the administering agency may take any or all of
the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan,
insurance, guarantee); refrain from extending any further assistance to the applicant under the
program with respect to which the failure or refund occurred until satisfactory assurance of future
compliance has been received from such applicant; and refer the case to the Department of Justice
for appropriate legal proceedings
J. Civil Riahtg.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) Agg. In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended,
Vcce.7,
--J
42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities, and which prohibits discrimination in the areas of employment, public
accommodations, transportation. telecommunications and government services.
K. Davis Bacon Act and Copeland Anti-Kickback Act.
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148. 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act--40 USC s. 3145)
In situations where the Davis-Bacon Act does not apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if applicable)
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to 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.
(3) The Contractors will pay wages not less than once a week.
Compliance with Copeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt.3 as maybe applicable, which are incorporated by reference into this
contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach.A breach of the contract clauses above may be grounds for termination of the contract, and
for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
L. Contract Work Hours and Safety Standards Act.
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics or
laborers; 29 CFR Part 5; 2 CFR Part 22,Appendix II, E)
(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. U. S. Department of Homeland Security Headquarters 500 C St
SW Washington, D.C. 20042.
(2)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (b)(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 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 (b)(1)of this section, in the sum
of$27 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 (b)(1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) 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 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 (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (b)(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 (b)(1)through (4)of this section.
M. Riahts to Inventions Made Under a Contract or Agreement.
(Applicable if FEMA award meets the definition of"funding agreement" under 37 C.F.R. § 401.2(a)
and the non-Federal entity 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". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and
Federal Assistance to Individuals and Households- Other Needs Assistance Grant Program. 37 CFR
Part 401; 2 CFR Part 200, Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
N. Clean Air Act and the Federal Water Pollution Control Act.
(Applicable to Contracts in Excess of $150,000)
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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
Federal Water 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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
O. Certification Reaardina Debarment. Suspension. Ineliaibility and Voluntary Exclusion.
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549. Executive Order 12689, 2
CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out below.
b. The inability of a person to provide the certification set out below will not necessarily
result in denial of participation in this covered transaction. The Contractor shall submit
an explanation of why it cannot provide the certification set out below.The certification
or explanation will be considered in connection with the department or agency's
determination whether to enter into this transaction. However,failure of the Contractor
to furnish a certification or an explanation shall disqualify such a person from
participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or agency
to whom this proposal is submitted if any time the prospective primary participant
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
d. 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).
e. 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.
f. 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, and
the City,the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment.
g. The Contractor 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
the Contract. The Contractor further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
P. Certification Reaarding Use of Contract Funds for Lobbvina - Byrd Anti-Lobbvina.
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicable to contracts in excess of$100,000. 2 CFR Part 200,
Appendix II)
Contractors with contracts 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
City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum,to the best of his or her knowledge and belief,
that:
a. No Federal appropriated funds have beenpaid or will bepaid, byor on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any Federal 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, and the extension,
continuation, renewal, amendment, or modification of any Federal contract. grant,
loan, or cooperative agreement.
b. 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
Federal 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.
c. This certification is a material representation of the 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. 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.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000, and
that all such recipients shall certify and disclose accordingly.
e. The Contractor,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. Chap. 38, Administrative Remedies for
False Claims and Statements, apply to this certification and disclosure, if any.
P. Procurement of Recovered Materials.
(Applicable to all FEMA contracts, 42 USC s. 6962; 2 CFR Part 200,Appendix II, K: 2 CFR s. 200.322)
(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-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items,is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qov/smm/comprehensiveprocurement-guideline-cpq-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the
Solid Waste Disposal Act."
Q. Compliance with Federal Law. Regulations. and Executive Orders.
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, and as amended from to time, including but not
limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Compliance with State and Federal Reoortina Reauirements. The contractor and its subcontractors
shall comply with and the Contract is subject to the requirements and regulations of the Federal
Emergency Management Agency and the State of Florida Division of Emergency Management
pertaining to reporting.
S. Jmmiaration and Naturalization Act.
(Applicable to all FEMA contracts}
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC§1324a(e)
[§274A(a)(1)and(e)] of the Immigration and Nationality Act]and such employment of unauthorized
aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. Jndemnitv of Funding Entities.
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration),and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses,fees,
fines, penalties, suits,proceedings, actions and cost of actions, including attorneys' fees for trial and
appeal,and for the preparation of same arising out of Contractor's, its officers, agents, employees,
and subcontractors'acts or omissions associated with this Contract.
U. Performance and Payment Bonds.
(Applicable to all FEMA Construction Contracts)
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond, executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value, which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials, and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Supplies.
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for public
use under this Contract have been produced in the United States as required by 41 USC §10a, unless
it would not be in the public interest or unreasonable in cost.
W. Access to Records.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
(1) The Contractor agrees to provide the City, State, FEMA, 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 the 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 FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under the
Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract,except in the event of litigation or settlement of claims arising from the
performance of the Contract, in which case Contractor agrees to maintain same until the City,
the State, FEMA, the Comptroller General, or any of their duly authorized representatives,
have disposed of all such litigation, appeals, claims or exceptions related thereto.
(5) In compliance with the Disaster Recovery Act of 2018,the City and the Contractor acknowledge
and agree that no language in this contract is intended to prohibit audits or internal reviews by
the FEMA Administrator or the Comptroller General of the United States.
X pHs Seal. Loao and Flaas.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses of
OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Related Acts.
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap. 38(Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. No Obligation by the Federal Government
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the contract.
AA. Additional FEMA Provisions.
(
(1) Affirmative Socioeconomic Steps. If subcontracts are to be let, the prime contractor is required to
take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5)to ensure that small and minority
businesses, women's business enterprises, and labor surplus area firms are used when possible.
(2) Copyrights and Data Rights. The Contractor grants to the City a paid-up, royalty-free, nonexclusive,
irrevocable, worldwide license in data first produced in the performance of this Contract to
reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the
public, and perform publicly and display publicly such data. For data required by the Contract but
not first produced in the performance of this Contract,the Contractor will identify such data and grant
to the City or acquires on its behalf a license of the same scope as for data first produced in the
performance of this contract. Data,as used herein, shall include any work subject to copyright under
17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code,
music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other
audiovisual works, sound and/or video recordings, and architectural works. Upon or before the
completion of this contract, the Contractor will deliver to the City data first produced in the
performance of this contract and data required by the contract but not first produced in the
performance of this contract in formats acceptable by the City.
\O-/
BB. Subcontracts. (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
Y pR
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1
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MASTER AGREEMENT FOR MINOR CONSTRUCTION SERVICES
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
JFB CONSTRUCTION & DEVELOPMENT INC.
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, Florida 33435, hereinafter referred to as "CITY", and JFB Construction &
Development Inc. a Florida Profit Corporation authorized to do business in the State of Florida, with a
business address of 555 Hypoluxo Road, Suite B, Lantana, FL 33462, hereinafter referred to as the
"CONTRACTOR." In consideration of the mutual benefits, terms, and conditions hereinafter specified the
Parties agree as set forth below.
1. PROJECT DESIGNATION. The CONTRACTOR is retained by the City as a primary contractor to
provide the services, work, and all labor, parts, and materials related to RFQ NO.: PWE24-017— PRE-
QUALIFICATION OF CONTRACTORS FOR MINOR CONSTRUCTION SERVICES.
2. SCOPE OF SERVICES I PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and
supervision required to perform Minor Construction Services, defined as projects less than
$200,000 (the"Services") by way of individual task orders (each a "Task Order"), at the request
of the CITY, on an as-needed basis during the Term of this Agreement. All Services shall be
performed in accordance with the terms and conditions of the Contract Documents, which are
comprised of the RFQ, General Conditions for Construction, CONTRACTOR's Proposal, this
Agreement, and any Task Order.
b. Minor construction projects will be initiated by the CITY upon issuance of a solicitation, or Task
Order, and shall be advertised to all primary pre-qualified contractors. CONTRACTOR shall be
required to respond to each advertisement when requested, whether by offer or response of
"no bid." If the CONTRACTOR fails to respond to more than three (3)consecutive requests for
proposals by the CITY, the firm shall be removed from the primary prequalification pool and all
subsequent bidding opportunities under this contract.
c. If a primary pre-qualified contractor is removed from the qualification pool, the next highest-
ranked alternate will be added to the primary prequalification pool.
d. Task Orders. The specific scope of work for each project will be described in a Task Order.
Each Task Order shall identify the location, scope of work, compensation, any applicable
general or special conditions, and the project schedule, and shall be signed by the CITY and
CONTRACTOR. Time shall be of the essence for each Task Order.
e. No project under this contract shall require bid, payment, or performance bonds unless
specifically noticed in the solicitation or Task Order.
3. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
August 7, 2024 ("Effective Date") and shall remain in effect through August 6, 2027 ("Initial Term").
The CITY reserves the right to renew the Agreement for two (2) one-year renewals (each a
"Renewal") subject to CONTRACTOR acceptance, satisfactory performance as determined by the
CITY, and determination by the CITY that renewal will be in the best interest of the CITY. Such
Renewals are only effective and valid if in writing and signed by each parties' authorized
representative. The City Manager is authorized to execute a renewal amendment on behalf of the
CITY. Both the Initial Term and any Renewal(s) shall be collectively referred to as the "Term."
4. TIME OF PERFORMANCE. Services under this Agreement shall commence upon the CITY giving
CONTRACTOR written notice to proceed with a Task Order. CONTRACTOR shall perform all services
and provide all work products required pursuant to this Agreement and specific Task Order unless an
extension of time is granted in writing by the CITY. CONTRACTOR shall complete each executed Task
Order without regard to whether such completion would cause Services to be performed after the
expiration date of this Agreement. Any Task Order for which performance extends beyond the Term
may be amended after that expiration date, provided that any additional Services, time, and
compensation are permitted under this Agreement. The terms and conditions of this Agreement shall
continue to govern Task Orders notwithstanding the expiration of this Agreement.
5. PAYMENT. The CONTRACTOR shall be paid by the CITY for completion of work performed under
each Task Order at the lump sum or unit prices presented by the CONTRACTOR and accepted by the
City.
a. The CONTRACTOR shall submit an invoice to the CITY requesting periodic progress
payments for work that has been completed and has been inspected and accepted by the
CITY. The date of the invoices shall not exceed 30 calendar days from the completion of the
work. Under no circumstances shall the invoice be submitted to the CITY in advance of the
delivery and acceptance of the work.
b. The CONTRACTOR shall use AIA® Contractor form G702 Application and Certificate for
Payment to invoice on each Task Order, or an approved equal form. The invoice shall contain
the following basic information: the contractor's name and address, invoice number, date of
invoice, reference (or include a copy of) the corresponding delivery ticket number or packing
slip number, description of the goods or service, the contract number, Task Order number,
purchase order number, and any discounts.
d. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
e. The CONTRACTOR's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of five (5) years
after the termination of the Agreement. Copies shall be made available upon request.
f. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. LIQUIDATED DAMAGES. The actual damages CITY and the public may suffer as a result of the
failure to complete work under a Task Order within the scheduled time are not ascertainable at the time
of this Agreement. If said work under any Task Order is not substantially and then fully completed
within the time established by the Task Order and the Contract Documents, as may be adjusted, the
CONTRACTOR shall be liable and hereby agrees to pay to the CITY as liquidated damages, and not
as a penalty, a sum per calendar day for each and every day or part of a day thereafter that said work
remains incomplete. Each Task Order shall specify the sum of liquidated damages per calendar day
that CONTRACTOR shall pay to CITY.
7. ROLE OF THE CITY.
a. The CITY shall be the owner's representative under each Task Order. In that capacity, the
CITY shall perform the following:
1) Pay the CONTRACTOR for all work and services satisfactorily performed per each Task
Order.
2) Monitor the performance of the work.
b. CONTRACTOR understands and agrees that in serving in the capacity outlined above, the
CITY assumes neither responsibility or liability for the performance or the quality of the work.
CONTRACTOR remains solely responsible and liable for same.
c. CONTRACTOR understands and agrees that in the event of a dispute related to or arising out
of any matter related to this Agreement, the CITY's sole obligation and liability is for payment
for work satisfactorily performed and CONTRACTOR expressly releases CITY from any other
responsibility or liability whatsoever.
8. SITE CONDITIONS. CONTRACTOR shall have the sole responsibility of satisfying itself concerning
the nature and location of the work and the general conditions, which can in any way affect the
performance of the work or the cost associated therewith.
9. PERMITS AND FEES. All permits or licenses necessary for the performance of the work or required
by law or ordinance, including building permits, shall be secured, maintained, and paid for by the
CONTRACTOR.
10. CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTRACTOR shall,
prior to the execution of any Task Order, by careful examination, satisfy itself as to the nature and
location of the work, the conformation of the ground, the character, quality and quantity of the materials
to be encountered, the character of the equipment and facilities needed preliminary to and during the
prosecution of the work, and the general and local conditions. Execution of a Task Order by the
CONTRACTOR shall be a representation that the CONTRACTOR has visited the site, reviewed any
design criteria furnished by CITY, become generally familiar with local conditions under which the work
is to be performed and correlated personal observations with requirements of the Contract Documents.
CONTRACTOR agrees that its inspection of the site and review of information furnished by CITY shall
be adequate investigation. By execution of a Task Order, CONTRACTOR represents that the plans
and specifications are consistent, practical,feasible and constructible within the scheduled construction
time and CONTRACTOR affirmatively covenants that CONTRACTOR has observed no defects or
discrepancies in the plans, specifications or site. CONTRACTOR agrees that that if during construction
any discrepancies, defects, etc.,are discovered by or made known to CONTRACTOR, CONTRACTOR
shall immediately communicate same to CITY.
11. NO DAMAGE FOR DELAY. The CONTRACTOR expressly agrees that a change order for an
extension of the completion date in the Task Order constitutes its sole and exclusive remedy for
efficiency or other related time or impact based claims (hereinafter collectively "delay") or for delay
attributable to any foreseen or unforeseen condition, or for delays claimed to be the result of active,
intentional, knowing or passive interference by the City or its agents, and waives claims for any and all
damages which it may suffer by reason of such claims, including but not limited to, lost profits, loss or
impairment of bonding capacity, destruction of business, overhead, supervision, extended unabsorbed
home office overhead, increase insurance costs, lost profits on alternate or unperformed contracts.
CONTRACTOR hereby affirms that an extension of time is the CONTRACTOR's sole and exclusive
remedy.
12. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with the Contract Documents for a period of one year from the final certificate of
occupancy for the project (or if no certificate of occupancy to be issued, within one year of substantial
completion) or for such longer periods of time as may be set forth with respect to specific warranties
contained in the specifications.
13. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the CONTRACTOR in connection with the Services rendered under this
Agreement shall be the property of the CITY whether the project for which they are made is executed
or not. The CONTRACTOR shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with CONTRACTOR's
endeavors.
14. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
15. WARRANTIES AND REPRESENTATIONS. CONTRACTOR represents and warrants to the CITY that
it is competent to engage in the scope of Services contemplated under this Agreement and that it will
retain and assign qualified professionals to all assigned projects during the Term of this Agreement.
CONTRACTOR's Services shall meet a standard of care for professionals in the industry.
16. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the Services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida, and City of Boynton Beach,
ordinances and regulations that are applicable to the Services to be rendered under this Agreement.
17. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
18. INDEMNIFICATION.
a. The CONTRACTOR shall indemnify and hold harmless the CITY, its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense,which the CITY or its officers, employees, agents or instrumentalities
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind
or nature arising out of, relating to and resulting from the performance of this Agreement by the
CONTRACTOR, its employees, agents, partners, principals or subcontractors. The
CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of the CITY, where
applicable, including appellate proceedings, and shall pay all costs,judgments, and attorneys'
fees which may issue thereon. Neither party to this Agreement shall be liable to any third party
claiming directly or through the other respective party, for any special, incidental, indirect, or
consequential damages of any kind, including but not limited to lost profits or use that may
result from this Agreement or out of the services or goods furnished hereunder. The parties
agree that Twenty-five Dollars ($25.00) of the total compensation paid to the CONTRACTOR
for the performance of this Agreement shall represent the specific consideration for the
CONTRACTOR's indemnification of the CITY. The extent of CONTRACTOR's indemnification
shall be limited to one and one-half (1 1/2) times the Task Order price or One Million Dollars
($1,000,000) per occurrence, whichever is greater. It is the specific intent of the Parties hereto
that the foregoing indemnification complies with §725.06, Florida Statutes. It is further the
specific intent and agreement of the parties that all of the Contract Documents on this Project
are hereby amended to include the foregoing indemnification and the "Specific Consideration"
therefor.
b. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
c. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
19. INSURANCE.
a. During the performance of the services under this Agreement, CONTRACTOR shall maintain
the following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All policies shall be written by an insurance company authorized to do
business in Florida. CONTRACTOR shall be required to obtain all applicable insurance
coverage, as indicated below, prior to commencing any service pursuant to this Agreement:
1) Worker's Compensation Insurance: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Worker's Compensation Insurance covering all employees with
limits meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the CITY of Boynton Beach, executed by the insurance company.
2) Comprehensive General Liability: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall
be on an "Occurrence" basis. Coverage shall include Premises and Operations;
Independent consultants, Products-Completed Operations and Contractual Liability with
specific reference to Article 18, "Indemnification" of this Agreement. This policy shall
provide coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. CONTRACTOR shall maintain a
minimum coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal
injury/and$1,000.000 per occurrence/aggregate for property damage.The general liability
insurance shall include the CITY as an additional insured and shall include a provision
prohibiting cancellation of the policy upon thirty (30) calendar days prior written notice to
the CITY.
3) Business Automobile Liability: The CONTRACTOR shall procure and maintain, for the
life of this Agreement, Business Automobile Liability Insurance. The CONTRACTOR shall
maintain a minimum amount of $1,000,000 combined single limit for bodily injury and
property damage liability to protect the CONTRACTOR from claims for damage for bodily
and personal injury, including death, as well as from claims for property damage, which
may arise from the ownership, use of maintenance of owned and non-owned automobile,
included rented automobiles, whether such operations be by the CONTRACTOR or by
anyone directly or indirectly employed by the CONTRACTOR.
4) Professional Liability (Errors and Omissions) Insurance: The CONTRACTOR shall
procure and maintain for the life of this Agreement in the minimum amount of $1,000,000
per occurrence.
5) Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow form of the General Liability, Auto Liability and Employer's Liability.
This coverage shall be maintained for a period of no less than the later of three (3) years
after the delivery of goods/services or final payment pursuant to the Agreement.
b. CONTRACTOR shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
c. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or canceled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
d. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
20. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the CONTRACTOR is
an independent contractor with respect to the services provided pursuant to this Agreement. Nothing
in this Agreement shall be considered to create the relationship of employer and employee between
the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to
any benefits accorded CITY employees by virtue of the services provided under this Agreement. The
CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social
Security or for contributing to the state industrial insurance program, otherwise assuming the duties of
an employer with respect to CONTRACTOR, or any employee of CONTRACTOR.
21. COVENANT AGAINST CONTINGENT FEES. The 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 CONTRACTOR has not paid or agreed
to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this contract. For breach or violation of this warranty, the CITY
shall have the right to annul this Agreement without liability or, in its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
22. TRUTH-IN-NEGOTIATION CERTIFICATE.
a. Execution of this Agreement by the CONTRACTOR shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the date
of the Agreement and no higher than those charged to the CONTRACTOR's most favored
customer for the same or substantially similar service.
b. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside
CONTRACTORs. The CITY shall exercise its rights under this "Certificate" within one (1) year
following payment.
23. DISCRIMINATION PROHIBITED. The CONTRACTOR, with regard to the Services performed by it
under this Agreement,will not discriminate on the grounds of race, color, national origin, religion, creed,
age, sex, or the presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
24. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
25. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
26. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) calendar days after written notice by the CITY to the
CONTRACTOR for such termination in which event the CONTRACTOR shall be paid its
compensation for services performed to the termination date, including services reasonably
related to termination. In the event that the CONTRACTOR abandons the Agreement or
causes it to be terminated,the CONTRACTOR shall indemnify the CITY against loss pertaining
to this termination.
b. Termination for Cause. In addition to all other remedies available to CITY, this Agreement
shall be subject to cancellation by CITY for cause, should CONTRACTOR neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein contained,
if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by
CONTRACTOR of written notice of such neglect or failure.
27. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
28. UNCONTROLLABLE FORCES.
a. Neither the CITY nor CONTRACTOR shall be considered to be in default of this Agreement if
delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which,
by the exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
b. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
29. NOTICES. Notices to the CITY shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
With Copy to: Shawna G. Lamb, City Attorney
City of Boynton Beach
100 East Ocean Ave.
Boynton Beach, FL 33435
Telephone No. (561)742-6000
Notices to CONTRACTOR shall be sent to the following address:
Joseph Basile
JFB Construction & Development Inc
555 Hypoluxo Road, Suite B
Lantana, FL 33462
30. INTEGRATED AGREEMENT. This Agreement, together with attachments, exhibits, or addenda,
represents the entire and integrated agreement between the CITY and the CONTRACTOR and
supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may
be amended only by written instrument signed by both CITY and CONTRACTOR.
31. SOVEREIGN IMMUNITY.
a. CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing
in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the
immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may
be amended from time to time, or any successor statute thereof. To the contrary, all terms and
provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be
construed or resolved so as to insure CITY of the limitation from liability provided to any
successor statute thereof. To the contrary, all terms and provision contained in the Agreement,
or any disagreement or dispute concerning it, shall be construed or resolved so as to insure
CITY of the limitation from liability provided to the State's subdivisions by state law.
b. In connection with any litigation or other proceeding arising out of the Agreement,the prevailing
party shall be entitled to recover its own costs and attorney fees through and including any
appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees,
however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's
liability beyond the limits established in Section 768.28, Florida Statutes, as amended.
1) Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement shall be in a court of law. The CITY does
not consent to mediation or arbitration for any matter connected to this Agreement.
2) The parties agree that any action arising out of this Agreement shall take place in Palm
Beach County, Florida.
32. E-VERIFY.
a. CONTRACTOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described herein
below.
Definitions for this Section:
1) "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer
in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is
not limited to, a vendor or consultant.
2) "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for a salary, wages, or other
remuneration.
3) "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective
January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the
work authorization status of all newly hired employees. Contractor shall register for and utilize the
U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of:
1) All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
2) All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the City of Boynton Beach.
The Contractor acknowledges and agrees that registration and use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is
a condition of the contract with the City of Boynton Beach; and
3) The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility,"as amended from time to time. This includes, but is not limited
to registration and utilization of the E-Verify System to verify the work authorization
status of all newly hired employees. Contractor shall also require all subcontractors to
provide an affidavit attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such
affidavit for the duration of the contract. Failure to comply will lead to termination of this
Contract, or if a subcontractor knowingly violates the statute, the subcontract must be
terminated immediately. Any challenge to termination under this provision must be filed
in the Circuit Court no later than twenty(20)calendar days after the date of termination.
Termination of this Contract under this Section is not a breach of contract and may not
be considered as such. If this contract is terminated for a violation of the statute by the
Contractor, the Contractor may not be awarded a public contract for a period of one
(1) year after the date of termination.
33. SCRUTINIZED COMPANIES 287.135 and 215.473.
By execution of this Agreement, CONTRACTOR certifies that CONTRACTOR is not participating
in a boycott of Israel. CONTRACTOR further certifies that CONTRACTOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,
and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
has CONTRACTOR been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the CITY will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The CITY shall provide notice, in writing, to CONTRACTOR of the CIT's
determination concerning the false certification. CONTRACTOR shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is discovered
during the active contract term, CONTRACTOR shall have ninety (90) days following receipt of the
notice to respond in writing and demonstrate that the determination of false certification was made
in error. If CONTRACTOR does not demonstrate that the CITY's determination of false certification
was made in error then the CITY shall have the right to terminate the contract and seek civil
remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time.
34. MISCELLANEOUS.
a. No assignment by a party hereto of any rights under or interests in the Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty
or responsibility under the Agreement.
b. CITY and CONTRACTOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns, and legal
representatives in respect of all covenants, agreements, and obligations contained in the
Agreement.
c. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
d. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the
CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that
is the subject of this Agreement. Payment of the invoice and acceptance of such payment by
CONTRACTOR shall release CITY from all claims of liability by CONTRACTOR in connection
with this Agreement.
e. At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's
property from all damage whatsoever on account of the Services being carried on under this
Agreement.
f. It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes,
ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal
agencies as applicable.
g. This Agreement represents the entire and integrated agreement between CITY and
CONTRACTOR and supersedes all prior negotiations, representations, or agreements, either
written or oral. This Agreement is intended by the parties hereto to be final expression of this
Agreement, and it constitutes the full and entire understanding between the parties with
respect to the subject hereof, notwithstanding any representations, statements, or
agreements to the contrary heretofore made. In the event of a conflict between this
Agreement, the solicitation, and the CONTRACTOR's proposal, this Agreement shall govern
then the solicitation, and then the CONTRACTOR's proposal.
h. This Agreement may be executed by hand or electronically in multiple originals or
counterparts, each of which shall be deemed to be an original and together shall constitute
one and the same agreement. Execution and delivery of this Agreement by the Parties shall
be legally binding, valid, and effective upon delivery of the executed documents to the other
party through facsimile transmission, email, or other electronic delivery.
i. Non-Exclusive; No Guaranty. This Agreement is non-exclusive and the CITY reserves the
right to award other contracts for work falling within the scope of this Agreement. No Task
Order(s) or minimum amount of work or compensation is guaranteed under this Agreement.
j. Any and all legal action necessary to enforce the terms of this Agreement shall be governed
by the laws of the State of Florida. Any legal action arising from the terms of this Agreement
shall be submitted to a court of competent jurisdiction located exclusively in Palm Beach
County.
k. Services Provided in Response to Natural Disaster / Emergency. CONTRACTOR provides
services that the CITY may require in the event of a hurricane or other disaster. CONTRACTOR
acknowledges and agrees that in such event, the CITY may apply to the State of Florida or the
federal government for funds which will be used to pay CONTRACTOR or reimburse the CITY
for payments made to CONTRACTOR. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Provider desires to be eligible to be awarded disaster
work and be compensated through federal funds. The CITY and CONTRACTOR agree that
with respect to any services or work performed or provided by CONTRACTOR or its
subcontractors under the Agreement arising or related to a disaster event, the provisions set
forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is attached hereto
as Exhibit A and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by CONTRACTOR of work or services required
as a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the
event of a conflict between the terms of the Agreement and the FEMA Requirements,the FEMA
Requirements shall govern and prevail
35. DEFAULT OF CONTRACT & REMEDIES.
a. Correction of Services. If, in the judgment of CITY, Services provided by CONTRACTOR do
not conform to the requirements of this Agreement, or if the Services exhibit poor workmanship,
CITY reserves the right to require that CONTRACTOR correct all deficiencies in the Services
to bring the Services into conformance without additional cost to CITY, and/or replace any
personnel who fail to perform in accordance with the requirements of this Agreement. CITY
shall be the sole judge of non-conformance and the quality of workmanship and performance
of Services.
b. Default of Contract. The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by CONTRACTOR:
1) The abandonment of the project by CONTRACTOR for a period of more than seven
(7) business days.
2) The abandonment, unnecessary delay, refusal of, or failure to comply with any of the
terms of this Agreement or neglect or refusal to comply with the instructions of the
CITY's designee.
3) The failure by CONTRACTOR to observe or perform any of the terms, covenants, or
conditions of this Agreement to be observed or performed by CONTRACTOR, where
such failure shall continue for a period of seven (7) business days after written notice
thereof by CITY to CONTRACTOR; provided, however, that if the nature of
CONTRACTOR's default is such that more than seven (7) business days are
reasonably required for its cure, then CONTRACTOR shall not be deemed to be in
default if CONTRACTOR commences such cure within said seven (7) business day
period and thereafter diligently prosecutes such cure to completion.
4) The assignment and/or transfer of this Agreement or execution or attachment thereon
by CONTRACTOR or any other party in a manner not expressly permitted hereunder.
5) The making by CONTRACTOR of any general assignment or general arrangement for
the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have
CONTRACTOR adjudged a bankruptcy, or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed against
CONTRACTOR, the same is dismissed within sixty (60) calendar days); or the
appointment of a trustee or a receiver to take possession of substantially all of
CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where
possession is not restored to CONTRACTOR within thirty (30) calendar days; for
attachment, execution or other judicial seizure of substantially all of CONTRACTOR's
assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not
discharged within thirty (30) calendar days.
c. Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR,
in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct
CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice
shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal,
failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent
by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such
declaration of default and terminate the Agreement. The Surety on the Performance Bond
shall within ten (10) calendar days of such declaration of default, rectify or cause to be rectified
any mismanagement or breach of service in the Agreement and assume the work of
CONTRACTOR and proceed to perform services under the Agreement, at its own cost and
expense.
1) Upon such declaration of default, all payments remaining due CONTRACTOR at the
time of default, less all sums due CITY for damages suffered, or expenses incurred by
reason of default, shall be due and payable to Surety. Thereafter the Surety shall
receive monthly payments equal to those that would have been paid by the
CONTRACTOR had the CONTRACTOR continued to perform the services under the
Agreement.
2) CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and
the facilities necessary for the completion of the Agreement, and charge the cost of
same to CONTRACTOR and/or the Surety together with the costs incident thereto to
such default.
3) In the event CITY completes the Agreement at a lesser cost than would have been
payable to CONTRACTOR under this Agreement, if the same had been fulfilled by
CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be
greater, CONTRACTOR shall pay the amount of such excess to the CITY.
4) Notwithstanding the other provisions in this Article, CITY reserves the right to terminate
the Agreement at any time, whenever the service provided by CONTRACTOR fails to
meet reasonable standards of the trade after CITY gives written notice to the
CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14)
calendar days of the receipt by CONTRACTOR of such notice from CITY.
36. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS
IN GOVERNMENT CONTRACTING.
CONTRACTOR is hereby notified of the provisions of section 287.05701, Florida Statutes, as
amended, that the CITY will not request documentation of or consider a CONTRACTOR's social,
political, or ideological interests when determining if the CONTRACTOR is a responsible
CONTRACTOR. CONTRACTOR is further notified that the CITY's governing body may not give
preference to a CONTRACTOR based on the CONTRACTOR's social, political, or ideological
interests.
37. PUBLIC ENTITY CRIME ACT.
CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR has been placed on the convicted vendor list.
38. COUNTRIES OF CONCERN.
CONTRACTOR represents that it is, and for the duration of the Term will remain, in compliance with
Section 286.101, Florida Statutes.
39. ANTI-HUMAN TRAFFICKING.
On or before the Effective Date of this Agreement, CONTRACTOR shall provide CITY with an affidavit
attesting that the CONTRACTOR does not use coercion for labor or services, in accordance with
Section 787.06(13), Florida Statutes.
40. PUBLIC RECORDS.
The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall
comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
c. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and, following completion of the contract, CONTRACTOR shall destroy all
copies of such confidential and exempt records remaining in its possession once the
CONTRACTOR transfers the records in its possession to the CITY; and
d. Upon completion of the contract, CONTRACTOR shall transfer to the CITY, at no cost to the
CITY, all public records in CONTRACTOR's possession All records stored electronically by
CONTRACTOR must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of the
CITY.
e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on th -tea, , dot
year set forth below their respective signatures. µ 1.
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EXHIBIT A
FEDERALLY REQUIRED CONTRACT TERMS
The FEMA Reauirements shall only modify the Contract upon the provision by the Contractor of work
or services reauired as a result of a disasters
The term "Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract" as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed or
provided by Contractor or its subcontractors under the Contract arising or related to a disaster event, the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA Requirements")
shall apply.The FEMA Requirements shall only modify the Contract upon the provision by Contractor of
work or services required as a result of a disaster.The terms and conditions of the Contract and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the event of a
conflict between the terms of the Contract and the FEMA Requirements, the FEMA Requirements shall
govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The federal
funds appropriated by the Federal Emergency Management Agency (FEMA) will be administered through
the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other provisions
of the Contract, the FEMA Requirements will govern and prevail. Only FEMA provisions applicable
to the Contract shall apply.
C. payment. Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies.
(1) Legal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other legal
or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any provision
of this article. The City shall recover its court costs and reasonable attorneys' fees in any legal
proceedings commenced to enforce the contract.
(2) Additional Remedies. In addition to any other remedies provided for in the contract or to which the City
may be entitled at law or in equity, in the event of a breach or violation of the Contract by the Contractor,
the Contractor shall be subject to debarment or suspension from consideration for the award of
additional contracts from the City, including but not limited to contracts related to disaster relief or
recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City.The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article by
any other legal means.
E. Termination or Suspension of Contract.
The City may, by written notice to the Contractor, suspend any or all of the City's obligations under the
Contract due to the Contractor's failure to comply with applicable law or the terms of the Contract until
such time as the event or condition resulting in such suspension has ceased or been corrected.
F. Termination for Cause. The City shall have the right to terminate the Contract for cause, in the event of a
breach of the contract terms, upon five (5)-calendar days written notice to Contractor. In the event of
termination, the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City shall
be liable for the payment of all portions of materials,supplies,services,and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work, materials,or services not performed or delivered to the City.
All other termination provisions in the Contract shall remain applicable.
G. Termination for Convenience. The City may terminate this Contract at its convenience with or without
cause upon written notice of termination to the Contractor. In the event of such a termination by the City,
the City shall be liable for the payment of all Work properly performed prior to the effective date of
termination and for all portions of materials, supplies, services, and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work,materials, or services not performed or delivered to the
City.All other termination provisions in the Contract shall remain applicable.
H. Chanaes to Contract. Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations, and mutually
agreed, may be made part of the Contract by written amendment duly executed by City and Contractor.
I. Faual Employment Opportunity.
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, 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, sexual orientation, gender
identity, 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 consideration for employment without
regard to race,color, religion,sex, sexual orientation, gender identity, 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 contractors 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 contractor 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 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 of this contract
or with any of the said rules, regulations, or orders, his 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 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 (8) 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. The applicant further agrees that it will be bound by the
above equal opportunity clause with respect to its own employment practices when it participates in
federally assisted construction work: Provided, if the applicant so participating is a State or local
government, the above equal opportunity clause is not applicable to any agency, instrumentality or
subdivision of such government which does not participate in work on or under the contract. The
applicant agrees that it will assist and cooperate actively with the administering agency and the
Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will
furnish the administering agency and the Secretary of Labor such information as they may require for
the supervision of such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance. The applicant further agrees
that it will refrain from entering into any contract or contract modification subject to Executive Order
11246 of September 24, 1965,with a contractor debarred from,or who has not demonstrated eligibility
for, Government contracts and federally assisted construction contracts pursuant to the Executive
Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as
may be imposed upon contractors and subcontractors by the administering agency or the Secretary of
Labor pursuant to Part 11, Subpart D of the Executive Order. In addition, the applicant agrees that if
it fails or refuses to comply with these undertakings, the administering agency may take any or all of
the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan,
insurance, guarantee); refrain from extending any further assistance to the applicant under the
program with respect to which the failure or refund occurred until satisfactory assurance of future
compliance has been received from such applicant; and refer the case to the Department of Justice
for appropriate legal proceedings
J. Civil Rights.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) Ogg. In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) Disabilitieg. In accordance with section 102 of the Americans with Disabilities Act, as amended,
42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities, and which prohibits discrimination in the areas of employment, public
accommodations, transportation, telecommunications and government services.
K. Pavis Bacon Act and Copeland Anti-Kickback Act.
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act--40 USC s. 3145)
In situations where the Davis-Bacon Act does not apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if applicable)
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to 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.
(3) The Contractors will pay wages not less than once a week.
Compliance with Cgpeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt.3 as may be applicable,which are incorporated by reference into this
contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach.A breach of the contract clauses above may be grounds for termination of the contract, and
for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
L. Contract Work Hours and Safety Standards Act.
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics or
laborers; 29 CFR Part 5; 2 CFR Part 22, Appendix II, E)
(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. U. S. Department of Homeland Security Headquarters 500 C St
SW Washington, D.C. 20042.
(2)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (b)(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 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 (b)(1)of this section, in the sum
of$27 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 (b)(1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) 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 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 (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (b)(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 (b)(1)through (4)of this section.
M. eights to Inventions Made Under a Contract or Agreement.
(Applicable if FEMA award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a)
and the non-Federal entity 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". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and
Federal Assistance to Individuals and Households- Other Needs Assistance Grant Program. 37 CFR
Part 401; 2 CFR Part 200, Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
N. Clean Air Act and the Federal Water Pollution Control Act.
(Applicable to Contracts in Excess of$150,000)
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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
Federal Water 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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
O. Certification Reaarding Debarment. Suspension. Ineliaibility and Voluntary Exclusion.
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order 12689, 2
CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out below.
b. The inability of a person to provide the certification set out below will not necessarily
result in denial of participation in this covered transaction.The Contractor shall submit
an explanation of why it cannot provide the certification set out below.The certification
or explanation will be considered in connection with the department or agency's
determination whether to enter into this transaction. However,failure of the Contractor
to furnish a certification or an explanation shall disqualify such a person from
participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or agency
to whom this proposal is submitted if any time the prospective primary participant
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
d 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).
e. 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.
f 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, and
the City,the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment.
g The Contractor 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
the Contract. The Contractor further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
P. Certification Regarding Use of Contract Funds for Lobbying - Byrd Anti-Lobbying.
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicableto contracts in excess of$100,000. 2 CFR Part 200,
Appendix II)
Contractors with contracts 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
City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum, to the best of his or her knowledge and belief,
that:
a. 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 any Federal 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, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
b. 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
Federal 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.
c. This certification is a material representation of the 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. 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.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000, and
that all such recipients shall certify and disclose accordingly.
e. The Contractor, 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. Chap. 38, Administrative Remedies for
False Claims and Statements, apply to this certification and disclosure, if any.
P. Procurement of Recovered Materials.
(Applicable to all FEMA contracts, 42 USC s. 6962; 2 CFR Part 200,Appendix II, K; 2 CFR s. 200.322)
(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-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items,is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qov/smm/comorehensiveprocurement-quideline-cpq-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the
Solid Waste Disposal Act."
Q. Compliance with Federal Law.Regulations. and Executive Orders.
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, and as amended from to time, including but not
limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Comoliance with State and Federal Reporting Reauirements. The contractor and its subcontractors
shall comply with and the Contract is subject to the requirements and regulations of the Federal
Emergency Management Agency and the State of Florida Division of Emergency Management
pertaining to reporting.
S. Immigration and Naturalization Act.
(Applicable to all FEMA contracts}
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC§1324a(e)
[§274A(a)(1)and(e)] of the Immigration and Nationality Act] and such employment of unauthorized
aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. Indemnity of Funding Entities.
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration),and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses,fees,
fines, penalties, suits, proceedings, actions and cost of actions, including attorneys' fees for trial and
appeal, and for the preparation of same arising out of Contractor's, its officers, agents, employees,
and subcontractors'acts or omissions associated with this Contract.
U. performance and Payment Bonds.
(Applicable to all FEMA Construction Contracts}
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond, executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value, which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials, and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Supplies.
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for public
use under this Contract have been produced in the United States as required by 41 USC §10a, unless
it would not be in the public interest or unreasonable in cost.
W. Access to Records.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0)0V)
(1) The Contractor agrees to provide the City, State, FEMA, 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 the 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 FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under the
Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract,except in the event of litigation or settlement of claims arising from the
performance of the Contract, in which case Contractor agrees to maintain same until the City,
the State, FEMA, the Comptroller General, or any of their duly authorized representatives,
have disposed of all such litigation, appeals, claims or exceptions related thereto.
(5) In compliance with the Disaster Recovery Act of 2018,the City and the Contractor acknowledge
and agree that no language in this contract is intended to prohibit audits or internal reviews by
the FEMA Administrator or the Comptroller General of the United States.
X. pHs Seal. Logo and Flaw.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses of
OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Related Acts.
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. No Obligation by the Federal Government.
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the contract.
AA. Additional FEMA Provisions.
(
(1) Affirmative Socioeconomic Steps. If subcontracts are to be let, the prime contractor is required to
take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5)to ensure that small and minority
businesses, women's business enterprises, and labor surplus area firms are used when possible.
(2) Copyrights and Data Rights.The Contractor grants to the City a paid-up, royalty-free, nonexclusive,
irrevocable, worldwide license in data first produced in the performance of this Contract to
reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the
public, and perform publicly and display publicly such data. For data required by the Contract but
not first produced in the performance of this Contract,the Contractor will identify such data and grant
to the City or acquires on its behalf a license of the same scope as for data first produced in the
performance of this contract. Data, as used herein, shall include any work subject to copyright under
17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code,
music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other
audiovisual works, sound and/or video recordings, and architectural works. Upon or before the
completion of this contract, the Contractor will deliver to the City data first produced in the
performance of this contract and data required by the contract but not first produced in the
performance of this contract in formats acceptable by the City.
BB. Subcontracts. (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
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MASTER AGREEMENT FOR MINOR CONSTRUCTION SERVICES
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
WAYPOINT CONTRACTING INC
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, Florida 33435, hereinafter referred to as "CITY", and Waypoint Contracting, Inc. a
Florida Profit Corporation authorized to do business in the State of Florida, with a business address of
2470 NW 102 PL, Unit 203, Miami, FL 33182, hereinafter referred to as the "CONTRACTOR." In
consideration of the mutual benefits, terms, and conditions hereinafter specified the Parties agree as set
forth below.
1. PROJECT DESIGNATION. The CONTRACTOR is retained by the City as an alternate contractor to
provide the services, work, and all labor, parts, and materials related to RFQ NO.: PWE24-017— PRE-
QUALIFICATION OF CONTRACTORS FOR MINOR CONSTRUCTION SERVICES.
2. SCOPE OF SERVICES I PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and
supervision required to perform Minor Construction Services, defined as projects less than
$200,000 (the"Services")by way of individual task orders (each a "Task Order"), at the request
of the CITY, on an as-needed basis during the Term of this Agreement. All Services shall be
performed in accordance with the terms and conditions of the Contract Documents, which are
comprised of the RFQ, General Conditions for Construction, CONTRACTOR's Proposal, this
Agreement, and any Task Order.
b. Minor construction projects will be initiated by the CITY upon issuance of a solicitation, or Task
Order, and shall be advertised to all primary pre-qualified contractors. CONTRACTOR shall be
required to respond to each advertisement when requested, whether by offer or response of
"no bid." If the CONTRACTOR fails to respond to more than three (3) consecutive requests for
proposals by the CITY, the firm shall be removed from the primary prequalification pool and all
subsequent bidding opportunities under this contract.
c. If a primary pre-qualified contractor is removed from the qualification pool, the next highest-
ranked alternate will be added to the primary prequalification pool.
d. Task Orders. The specific scope of work for each project will be described in a Task Order.
Each Task Order shall identify the location, scope of work, compensation, any applicable
general or special conditions, and the project schedule, and shall be signed by the CITY and
CONTRACTOR. Time shall be of the essence for each Task Order.
e. No project under this contract shall require bid, payment, or performance bonds unless
specifically noticed in the solicitation or Task Order.
3. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
August 7, 2024 ("Effective Date") and shall remain in effect through August 6, 2027 ("Initial Term").
The CITY reserves the right to renew the Agreement for two (2) one-year renewals (each a
"Renewal") subject to CONTRACTOR acceptance, satisfactory performance as determined by the
CITY, and determination by the CITY that renewal will be in the best interest of the CITY. Such
Renewals are only effective and valid if in writing and signed by each parties' authorized
representative. The City Manager is authorized to execute a renewal amendment on behalf of the
CITY. Both the Initial Term and any Renewal(s) shall be collectively referred to as the "Term."
4. TIME OF PERFORMANCE. Services under this Agreement shall commence upon the CITY giving
CONTRACTOR written notice to proceed with a Task Order. CONTRACTOR shall perform all services
and provide all work products required pursuant to this Agreement and specific Task Order unless an
extension of time is granted in writing by the CITY. CONTRACTOR shall complete each executed Task
Order without regard to whether such completion would cause Services to be performed after the
expiration date of this Agreement. Any Task Order for which performance extends beyond the Term
may be amended after that expiration date, provided that any additional Services, time, and
compensation are permitted under this Agreement. The terms and conditions of this Agreement shall
continue to govern Task Orders notwithstanding the expiration of this Agreement.
5. PAYMENT. The CONTRACTOR shall be paid by the CITY for completion of work performed under
each Task Order at the lump sum or unit prices presented by the CONTRACTOR and accepted by the
City.
a. The CONTRACTOR shall submit an invoice to the CITY requesting periodic progress
payments for work that has been completed and has been inspected and accepted by the
CITY. The date of the invoices shall not exceed 30 calendar days from the completion of the
work. Under no circumstances shall the invoice be submitted to the CITY in advance of the
delivery and acceptance of the work.
b. The CONTRACTOR shall use AIA® Contractor form G702 Application and Certificate for
Payment to invoice on each Task Order, or an approved equal form. The invoice shall contain
the following basic information: the contractor's name and address, invoice number, date of
invoice, reference (or include a copy of) the corresponding delivery ticket number or packing
slip number, description of the goods or service, the contract number, Task Order number,
purchase order number, and any discounts.
d. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
e. The CONTRACTOR's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of five (5) years
after the termination of the Agreement. Copies shall be made available upon request.
f. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. LIQUIDATED DAMAGES. The actual damages CITY and the public may suffer as a result of the
failure to complete work under a Task Order within the scheduled time are not ascertainable at the time
of this Agreement. If said work under any Task Order is not substantially and then fully completed
within the time established by the Task Order and the Contract Documents, as may be adjusted, the
CONTRACTOR shall be liable and hereby agrees to pay to the CITY as liquidated damages, and not
as a penalty, a sum per calendar day for each and every day or part of a day thereafter that said work
remains incomplete. Each Task Order shall specify the sum of liquidated damages per calendar day
that CONTRACTOR shall pay to CITY.
7. ROLE OF THE CITY.
a. The CITY shall be the owner's representative under each Task Order. In that capacity, the
CITY shall perform the following:
1) Pay the CONTRACTOR for all work and services satisfactorily performed per each Task
Order.
2) Monitor the performance of the work.
b. CONTRACTOR understands and agrees that in serving in the capacity outlined above, the
CITY assumes neither responsibility or liability for the performance or the quality of the work.
CONTRACTOR remains solely responsible and liable for same.
c. CONTRACTOR understands and agrees that in the event of a dispute related to or arising out
of any matter related to this Agreement, the CITY's sole obligation and liability is for payment
for work satisfactorily performed and CONTRACTOR expressly releases CITY from any other
responsibility or liability whatsoever.
8. SITE CONDITIONS. CONTRACTOR shall have the sole responsibility of satisfying itself concerning
the nature and location of the work and the general conditions, which can in any way affect the
performance of the work or the cost associated therewith.
9. PERMITS AND FEES. All permits or licenses necessary for the performance of the work or required
by law or ordinance, including building permits, shall be secured, maintained, and paid for by the
CONTRACTOR.
10. CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTRACTOR shall,
prior to the execution of any Task Order, by careful examination, satisfy itself as to the nature and
location of the work, the conformation of the ground, the character, quality and quantity of the materials
to be encountered, the character of the equipment and facilities needed preliminary to and during the
prosecution of the work, and the general and local conditions. Execution of a Task Order by the
CONTRACTOR shall be a representation that the CONTRACTOR has visited the site, reviewed any
design criteria furnished by CITY, become generally familiar with local conditions under which the work
is to be performed and correlated personal observations with requirements of the Contract Documents.
CONTRACTOR agrees that its inspection of the site and review of information furnished by CITY shall
be adequate investigation. By execution of a Task Order, CONTRACTOR represents that the plans
and specifications are consistent, practical,feasible and constructible within the scheduled construction
time and CONTRACTOR affirmatively covenants that CONTRACTOR has observed no defects or
discrepancies in the plans, specifications or site. CONTRACTOR agrees that that if during construction
any discrepancies, defects, etc., are discovered by or made known to CONTRACTOR, CONTRACTOR
shall immediately communicate same to CITY.
11. NO DAMAGE FOR DELAY. The CONTRACTOR expressly agrees that a change order for an
extension of the completion date in the Task Order constitutes its sole and exclusive remedy for
efficiency or other related time or impact based claims (hereinafter collectively "delay") or for delay
attributable to any foreseen or unforeseen condition, or for delays claimed to be the result of active,
intentional, knowing or passive interference by the City or its agents, and waives claims for any and all
damages which it may suffer by reason of such claims, including but not limited to, lost profits, loss or
impairment of bonding capacity, destruction of business, overhead, supervision, extended unabsorbed
home office overhead, increase insurance costs, lost profits on alternate or unperformed contracts.
CONTRACTOR hereby affirms that an extension of time is the CONTRACTOR's sole and exclusive
remedy.
12. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with the Contract Documents for a period of one year from the final certificate of
occupancy for the project (or if no certificate of occupancy to be issued, within one year of substantial
completion) or for such longer periods of time as may be set forth with respect to specific warranties
contained in the specifications.
13. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the CONTRACTOR in connection with the Services rendered under this
Agreement shall be the property of the CITY whether the project for which they are made is executed
or not. The CONTRACTOR shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with CONTRACTOR's
endeavors.
14. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
15. WARRANTIES AND REPRESENTATIONS. CONTRACTOR represents and warrants to the CITY that
it is competent to engage in the scope of Services contemplated under this Agreement and that it will
retain and assign qualified professionals to all assigned projects during the Term of this Agreement.
CONTRACTOR's Services shall meet a standard of care for professionals in the industry.
16. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the Services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida, and City of Boynton Beach,
ordinances and regulations that are applicable to the Services to be rendered under this Agreement.
17. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
18. INDEMNIFICATION.
a. The CONTRACTOR shall indemnify and hold harmless the CITY, its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense,which the CITY or its officers, employees, agents or instrumentalities
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind
or nature arising out of, relating to and resulting from the performance of this Agreement by the
CONTRACTOR, its employees, agents, partners, principals or subcontractors. The
CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of the CITY, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys'
fees which may issue thereon. Neither party to this Agreement shall be liable to any third party
claiming directly or through the other respective party, for any special, incidental, indirect, or
consequential damages of any kind, including but not limited to lost profits or use that may
result from this Agreement or out of the services or goods furnished hereunder. The parties
agree that Twenty-five Dollars ($25.00) of the total compensation paid to the CONTRACTOR
for the performance of this Agreement shall represent the specific consideration for the
CONTRACTOR's indemnification of the CITY. The extent of CONTRACTOR's indemnification
shall be limited to one and one-half (1 1/2) times the Task Order price or One Million Dollars
($1,000,000) per occurrence, whichever is greater. It is the specific intent of the Parties hereto
that the foregoing indemnification complies with §725.06, Florida Statutes. It is further the
specific intent and agreement of the parties that all of the Contract Documents on this Project
are hereby amended to include the foregoing indemnification and the "Specific Consideration"
therefor.
b. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
c. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
19. INSURANCE.
a. During the performance of the services under this Agreement, CONTRACTOR shall maintain
the following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All policies shall be written by an insurance company authorized to do
business in Florida. CONTRACTOR shall be required to obtain all applicable insurance
coverage, as indicated below, prior to commencing any service pursuant to this Agreement:
1) Worker's Compensation Insurance: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Worker's Compensation Insurance covering all employees with
limits meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the CITY of Boynton Beach, executed by the insurance company.
2) Comprehensive General Liability: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall
be on an "Occurrence" basis. Coverage shall include Premises and Operations;
Independent consultants, Products-Completed Operations and Contractual Liability with
specific reference to Article 18, "Indemnification" of this Agreement. This policy shall
provide coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. CONTRACTOR shall maintain a
minimum coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal
injury/and $1,000.000 per occurrence/aggregate for property damage.The general liability
insurance shall include the CITY as an additional insured and shall include a provision
prohibiting cancellation of the policy upon thirty (30) calendar days prior written notice to
the CITY.
3) Business Automobile Liability: The CONTRACTOR shall procure and maintain, for the
life of this Agreement, Business Automobile Liability Insurance. The CONTRACTOR shall
maintain a minimum amount of $1,000,000 combined single limit for bodily injury and
property damage liability to protect the CONTRACTOR from claims for damage for bodily
and personal injury, including death, as well as from claims for property damage, which
may arise from the ownership, use of maintenance of owned and non-owned automobile,
included rented automobiles, whether such operations be by the CONTRACTOR or by
anyone directly or indirectly employed by the CONTRACTOR.
4) Professional Liability (Errors and Omissions) Insurance: The CONTRACTOR shall
procure and maintain for the life of this Agreement in the minimum amount of$1,000,000
per occurrence.
5) Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow form of the General Liability, Auto Liability and Employer's Liability.
This coverage shall be maintained for a period of no less than the later of three (3) years
after the delivery of goods/services or final payment pursuant to the Agreement.
b. CONTRACTOR shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
c. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or canceled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
d. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
20. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the CONTRACTOR is
an independent contractor with respect to the services provided pursuant to this Agreement. Nothing
in this Agreement shall be considered to create the relationship of employer and employee between
the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to
any benefits accorded CITY employees by virtue of the services provided under this Agreement. The
CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social
Security or for contributing to the state industrial insurance program, otherwise assuming the duties of
an employer with respect to CONTRACTOR, or any employee of CONTRACTOR.
21. COVENANT AGAINST CONTINGENT FEES. The 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 CONTRACTOR has not paid or agreed
to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this contract. For breach or violation of this warranty, the CITY
shall have the right to annul this Agreement without liability or, in its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
22. TRUTH-IN-NEGOTIATION CERTIFICATE.
a. Execution of this Agreement by the CONTRACTOR shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the date
of the Agreement and no higher than those charged to the CONTRACTOR's most favored
customer for the same or substantially similar service.
b. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside
CONTRACTORs. The CITY shall exercise its rights under this "Certificate" within one (1) year
following payment.
23. DISCRIMINATION PROHIBITED. The CONTRACTOR, with regard to the Services performed by it
under this Agreement,will not discriminate on the grounds of race, color, national origin, religion, creed,
age, sex, or the presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
24. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
25. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
26. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) calendar days after written notice by the CITY to the
CONTRACTOR for such termination in which event the CONTRACTOR shall be paid its
compensation for services performed to the termination date, including services reasonably
related to termination. In the event that the CONTRACTOR abandons the Agreement or
causes it to be terminated, the CONTRACTOR shall indemnify the CITY against loss pertaining
to this termination.
b. Termination for Cause. In addition to all other remedies available to CITY, this Agreement
shall be subject to cancellation by CITY for cause, should CONTRACTOR neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein contained,
if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by
CONTRACTOR of written notice of such neglect or failure.
27. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
28. UNCONTROLLABLE FORCES.
a. Neither the CITY nor CONTRACTOR shall be considered to be in default of this Agreement if
delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which,
by the exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
b. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
29. NOTICES. Notices to the CITY shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
With Copy to: Shawna G. Lamb, City Attorney
City of Boynton Beach
100 East Ocean Ave.
Boynton Beach, FL 33435
Telephone No. (561)742-6000
Notices to CONTRACTOR shall be sent to the following address:
Jorge Lopez
Waypoint Contracting, Inc.
7925 N.W. 12th Street, Suite 321
Doral, FL 33172
30. INTEGRATED AGREEMENT. This Agreement, together with attachments, exhibits, or addenda,
represents the entire and integrated agreement between the CITY and the CONTRACTOR and
supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may
be amended only by written instrument signed by both CITY and CONTRACTOR.
31. SOVEREIGN IMMUNITY.
a. CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing
in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the
immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may
be amended from time to time, or any successor statute thereof. To the contrary, all terms and
provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be
construed or resolved so as to insure CITY of the limitation from liability provided to any
successor statute thereof. To the contrary, all terms and provision contained in the Agreement,
or any disagreement or dispute concerning it, shall be construed or resolved so as to insure
CITY of the limitation from liability provided to the State's subdivisions by state law.
b. In connection with any litigation or other proceeding arising out of the Agreement, the prevailing
party shall be entitled to recover its own costs and attorney fees through and including any
appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees,
however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's
liability beyond the limits established in Section 768.28, Florida Statutes, as amended.
1) Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement shall be in a court of law. The CITY does
not consent to mediation or arbitration for any matter connected to this Agreement.
2) The parties agree that any action arising out of this Agreement shall take place in Palm
Beach County, Florida.
32. E-VERIFY.
a. CONTRACTOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described herein
below.
Definitions for this Section:
1) "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer
in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is
not limited to, a vendor or consultant.
2) "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for a salary, wages, or other
remuneration.
3) "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective
January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the
work authorization status of all newly hired employees. Contractor shall register for and utilize the
U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of:
1) All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
2) All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the City of Boynton Beach.
The Contractor acknowledges and agrees that registration and use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is
a condition of the contract with the City of Boynton Beach; and
3) The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility,"as amended from time to time. This includes, but is not limited
to registration and utilization of the E-Verify System to verify the work authorization
status of all newly hired employees. Contractor shall also require all subcontractors to
provide an affidavit attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such
affidavit for the duration of the contract. Failure to comply will lead to termination of this
Contract, or if a subcontractor knowingly violates the statute, the subcontract must be
terminated immediately.Any challenge to termination under this provision must be filed
in the Circuit Court no later than twenty(20)calendar days after the date of termination.
Termination of this Contract under this Section is not a breach of contract and may not
be considered as such. If this contract is terminated for a violation of the statute by the
Contractor, the Contractor may not be awarded a public contract for a period of one
(1) year after the date of termination.
33. SCRUTINIZED COMPANIES 287.135 and 215.473.
By execution of this Agreement, CONTRACTOR certifies that CONTRACTOR is not participating
in a boycott of Israel. CONTRACTOR further certifies that CONTRACTOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,
and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
has CONTRACTOR been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the CITY will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The CITY shall provide notice, in writing, to CONTRACTOR of the CIT's
determination concerning the false certification. CONTRACTOR shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is discovered
during the active contract term, CONTRACTOR shall have ninety (90) days following receipt of the
notice to respond in writing and demonstrate that the determination of false certification was made
in error. If CONTRACTOR does not demonstrate that the CITY's determination of false certification
was made in error then the CITY shall have the right to terminate the contract and seek civil
remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time.
34. MISCELLANEOUS.
a. No assignment by a party hereto of any rights under or interests in the Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty
or responsibility under the Agreement.
b. CITY and CONTRACTOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns, and legal
representatives in respect of all covenants, agreements, and obligations contained in the
Agreement.
c. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorneys fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
d. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the
CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that
is the subject of this Agreement. Payment of the invoice and acceptance of such payment by
CONTRACTOR shall release CITY from all claims of liability by CONTRACTOR in connection
with this Agreement.
e. At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's
property from all damage whatsoever on account of the Services being carried on under this
Agreement.
f. It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes,
ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal
agencies as applicable.
g. This Agreement represents the entire and integrated agreement between CITY and
CONTRACTOR and supersedes all prior negotiations, representations, or agreements, either
written or oral. This Agreement is intended by the parties hereto to be final expression of this
Agreement, and it constitutes the full and entire understanding between the parties with
respect to the subject hereof, notwithstanding any representations, statements, or
agreements to the contrary heretofore made. In the event of a conflict between this
Agreement, the solicitation, and the CONTRACTOR's proposal, this Agreement shall govern
then the solicitation, and then the CONTRACTOR's proposal.
h. This Agreement may be executed by hand or electronically in multiple originals or
counterparts, each of which shall be deemed to be an original and together shall constitute
one and the same agreement. Execution and delivery of this Agreement by the Parties shall
be legally binding, valid, and effective upon delivery of the executed documents to the other
party through facsimile transmission, email, or other electronic delivery.
i. Non-Exclusive; No Guaranty. This Agreement is non-exclusive and the CITY reserves the
right to award other contracts for work falling within the scope of this Agreement. No Task
Order(s) or minimum amount of work or compensation is guaranteed under this Agreement.
j. Any and all legal action necessary to enforce the terms of this Agreement shall be governed
by the laws of the State of Florida. Any legal action arising from the terms of this Agreement
shall be submitted to a court of competent jurisdiction located exclusively in Palm Beach
County.
k. Services Provided in Response to Natural Disaster / Emergency. CONTRACTOR provides
services that the CITY may require in the event of a hurricane or other disaster. CONTRACTOR
acknowledges and agrees that in such event, the CITY may apply to the State of Florida or the
federal government for funds which will be used to pay CONTRACTOR or reimburse the CITY
for payments made to CONTRACTOR. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Provider desires to be eligible to be awarded disaster
work and be compensated through federal funds. The CITY and CONTRACTOR agree that
with respect to any services or work performed or provided by CONTRACTOR or its
subcontractors under the Agreement arising or related to a disaster event, the provisions set
forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is attached hereto
as Exhibit A and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by CONTRACTOR of work or services required
as a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the
event of a conflict between the terms of the Agreement and the FEMA Requirements,the FEMA
Requirements shall govern and prevail
35. DEFAULT OF CONTRACT & REMEDIES.
a. Correction of Services. If, in the judgment of CITY, Services provided by CONTRACTOR do
not conform to the requirements of this Agreement, or if the Services exhibit poor workmanship,
CITY reserves the right to require that CONTRACTOR correct all deficiencies in the Services
to bring the Services into conformance without additional cost to CITY, and/or replace any
personnel who fail to perform in accordance with the requirements of this Agreement. CITY
shall be the sole judge of non-conformance and the quality of workmanship and performance
of Services.
b. Default of Contract.The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by CONTRACTOR:
1) The abandonment of the project by CONTRACTOR for a period of more than seven
(7) business days.
2) The abandonment, unnecessary delay, refusal of, or failure to comply with any of the
terms of this Agreement or neglect or refusal to comply with the instructions of the
CITY's designee.
3) The failure by CONTRACTOR to observe or perform any of the terms, covenants, or
conditions of this Agreement to be observed or performed by CONTRACTOR, where
such failure shall continue for a period of seven (7) business days after written notice
thereof by CITY to CONTRACTOR; provided, however, that if the nature of
CONTRACTOR's default is such that more than seven (7) business days are
reasonably required for its cure, then CONTRACTOR shall not be deemed to be in
default if CONTRACTOR commences such cure within said seven (7) business day
period and thereafter diligently prosecutes such cure to completion.
4) The assignment and/or transfer of this Agreement or execution or attachment thereon
by CONTRACTOR or any other party in a manner not expressly permitted hereunder.
5) The making by CONTRACTOR of any general assignment or general arrangement for
the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have
CONTRACTOR adjudged a bankruptcy,or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed against
CONTRACTOR, the same is dismissed within sixty (60) calendar days); or the
appointment of a trustee or a receiver to take possession of substantially all of
CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where
possession is not restored to CONTRACTOR within thirty (30) calendar days; for
attachment, execution or other judicial seizure of substantially all of CONTRACTOR's
assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not
discharged within thirty (30) calendar days.
c. Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR,
in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct
CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice
shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal,
failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent
by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such
declaration of default and terminate the Agreement. The Surety on the Performance Bond
shall within ten (10) calendar days of such declaration of default, rectify or cause to be rectified
any mismanagement or breach of service in the Agreement and assume the work of
CONTRACTOR and proceed to perform services under the Agreement, at its own cost and
expense.
1) Upon such declaration of default, all payments remaining due CONTRACTOR at the
time of default, less all sums due CITY for damages suffered, or expenses incurred by
reason of default, shall be due and payable to Surety. Thereafter the Surety shall
receive monthly payments equal to those that would have been paid by the
CONTRACTOR had the CONTRACTOR continued to perform the services under the
Agreement.
2) CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and
the facilities necessary for the completion of the Agreement, and charge the cost of
same to CONTRACTOR and/or the Surety together with the costs incident thereto to
such default.
3) In the event CITY completes the Agreement at a lesser cost than would have been
payable to CONTRACTOR under this Agreement, if the same had been fulfilled by
CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be
greater, CONTRACTOR shall pay the amount of such excess to the CITY.
4) Notwithstanding the other provisions in this Article, CITY reserves the right to terminate
the Agreement at any time, whenever the service provided by CONTRACTOR fails to
meet reasonable standards of the trade after CITY gives written notice to the
CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14)
calendar days of the receipt by CONTRACTOR of such notice from CITY.
36. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS
IN GOVERNMENT CONTRACTING.
CONTRACTOR is hereby notified of the provisions of section 287.05701, Florida Statutes, as
amended, that the CITY will not request documentation of or consider a CONTRACTOR's social,
political, or ideological interests when determining if the CONTRACTOR is a responsible
CONTRACTOR. CONTRACTOR is further notified that the CITY's governing body may not give
preference to a CONTRACTOR based on the CONTRACTOR's social, political, or ideological
interests.
37. PUBLIC ENTITY CRIME ACT.
CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR has been placed on the convicted vendor list.
38. COUNTRIES OF CONCERN.
CONTRACTOR represents that it is, and for the duration of the Term will remain, in compliance with
Section 286.101, Florida Statutes.
39. ANTI-HUMAN TRAFFICKING.
On or before the Effective Date of this Agreement, CONTRACTOR shall provide CITY with an affidavit
attesting that the CONTRACTOR does not use coercion for labor or services, in accordance with
Section 787.06(13), Florida Statutes.
40. PUBLIC RECORDS.
The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall
comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
c. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and, following completion of the contract, CONTRACTOR shall destroy all
copies of such confidential and exempt records remaining in its possession once the
CONTRACTOR transfers the records in its possession to the CITY; and
d. Upon completion of the contract, CONTRACTOR shall transfer to the CITY, at no cost to the
CITY, all public records in CONTRACTOR's possession All records stored electronically by
CONTRACTOR must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of the
CITY.
e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and
year set forth below their respective signatures.
DATED this a day d :�1 Y 20 .
CITY OF BOYNTON BEAC WAYPOINT C TRACTING, INC.
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Maylee De esA,City Clerk
EXHIBIT A
FEDERALLY REQUIRED CONTRACT TERMS
The FEMA Reauirements shall only modify the Contract upon the Provision by the Contractor of work
or services reauired as a result of a disaster,
The term"Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract" as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed or
provided by Contractor or its subcontractors under the Contract arising or related to a disaster event, the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA Requirements")
shall apply.The FEMA Requirements shall only modify the Contract upon the provision by Contractor of
work or services required as a result of a disaster.The terms and conditions of the Contract and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the event of a
conflict between the terms of the Contract and the FEMA Requirements, the FEMA Requirements shall
govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The federal
funds appropriated by the Federal Emergency Management Agency (FEMA) will be administered through
the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other provisions
of the Contract, the FEMA Requirements will govern and prevail. Only FEMA provisions applicable
to the Contract shall apply.
C. Payment. Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies.
(1) Legal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other legal
or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any provision
of this article. The City shall recover its court costs and reasonable attorneys' fees in any legal
proceedings commenced to enforce the contract.
(2) Additional Remedies. In addition to any other remedies provided for in the contract or to which the City
may be entitled at law or in equity, in the event of a breach or violation of the Contract by the Contractor,
the Contractor shall be subject to debarment or suspension from consideration for the award of
additional contracts from the City, including but not limited to contracts related to disaster relief or
recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City.The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article by
any other legal means.
E. Termination or Suspension of Contract.
The City may, by written notice to the Contractor, suspend any or all of the City's obligations under the
Contract due to the Contractor's failure to comply with applicable law or the terms of the Contract until
such time as the event or condition resulting in such suspension has ceased or been corrected.
F. Termination for Cause. The City shall have the right to terminate the Contract for cause, in the event of a
breach of the contract terms, upon five (5)-calendar days written notice to Contractor. In the event of
termination, the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City shall
be liable for the payment of all portions of materials,supplies,services,and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work, materials,or services not performed or delivered to the City.
All other termination provisions in the Contract shall remain applicable.
G. Termination for Convenience. The City may terminate this Contract at its convenience with or without
cause upon written notice of termination to the Contractor. In the event of such a termination by the City,
the City shall be liable for the payment of all Work properly performed prior to the effective date of
termination and for all portions of materials, supplies, services, and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work,materials, or services not performed or delivered to the
City.All other termination provisions in the Contract shall remain applicable.
H. Changes to Contract. Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations, and mutually
agreed, may be made part of the Contract by written amendment duly executed by City and Contractor.
I. equal Employment O000rtunity.
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, 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, sexual orientation, gender
identity, 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 consideration for employment without
regard to race,color, religion, sex, sexual orientation, gender identity, 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 contractors 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 contractor understanding,a notice to be provided advising
the said labor union or workers' representatives of the contractors 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 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 of this contract
or with any of the said rules, regulations, or orders, his 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 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 (8) 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. The applicant further agrees that it will be bound by the
above equal opportunity clause with respect to its own employment practices when it participates in
federally assisted construction work: Provided, if the applicant so participating is a State or local
government, the above equal opportunity clause is not applicable to any agency, instrumentality or
subdivision of such government which does not participate in work on or under the contract. The
applicant agrees that it will assist and cooperate actively with the administering agency and the
Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will
furnish the administering agency and the Secretary of Labor such information as they may require for
the supervision of such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance. The applicant further agrees
that it will refrain from entering into any contract or contract modification subject to Executive Order
11246 of September 24, 1965,with a contractor debarred from, or who has not demonstrated eligibility
for, Government contracts and federally assisted construction contracts pursuant to the Executive
Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as
may be imposed upon contractors and subcontractors by the administering agency or the Secretary of
Labor pursuant to Part 11, Subpart D of the Executive Order. In addition, the applicant agrees that if
it fails or refuses to comply with these undertakings, the administering agency may take any or all of
the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan,
insurance, guarantee); refrain from extending any further assistance to the applicant under the
program with respect to which the failure or refund occurred until satisfactory assurance of future
compliance has been received from such applicant; and refer the case to the Department of Justice
for appropriate legal proceedings
J. Civil Riahts.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) &a. In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended,
42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities, and which prohibits discrimination in the areas of employment, public
accommodations, transportation, telecommunications and government services.
K. Pavis Bacon Act and Copeland Anti-Kickback Act.
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act--40 USC s. 3145)
In situations where the Davis-Bacon Act does not apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if aoolicable)
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to 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.
(3) The Contractors will pay wages not less than once a week.
Compliance with CooelAnd •pti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt.3 as may be applicable, which are incorporated by reference into this
contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach.A breach of the contract clauses above may be grounds for termination of the contract, and
for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
L. Contract Work Hours and Safety Standards Act.
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics or
laborers; 29 CFR Part 5; 2 CFR Part 22,Appendix II, E)
(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. U. S. Department of Homeland Security Headquarters 500 C St
SW Washington, D.C. 20042.
(2)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (b)(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 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 (b)(1)of this section, in the sum
of$27 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 (b)(1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) 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 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 (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (b)(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 (b)(1)through (4)of this section.
M. Right jQJnyDntions Made Under a Contract or Agreement.
(Applicable if FEMA award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a)
and the non-Federal entity 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". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and
Federal Assistance to Individuals and Households- Other Needs Assistance Grant Program. 37 CFR
Part 401; 2 CFR Part 200, Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
N. Clean Air Act and the Federal Water Pollution Control Act.
(Applicable to Contracts in Excess of$150,000)
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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
Federal Water 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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
O. Certification Regardina Debarment. Suspension. Ineliaibility and Voluntary Exclusion.
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order 12689, 2
CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out below.
b The inability of a person to provide the certification set out below will not necessarily
result in denial of participation in this covered transaction.The Contractor shall submit
an explanation of why it cannot provide the certification set out below.The certification
or explanation will be considered in connection with the department or agency's
determination whether to enter into this transaction. However,failure of the Contractor
to furnish a certification or an explanation shall disqualify such a person from
participation in this transaction.
c The Contractor shall provide immediate written notice to the department or agency
to whom this proposal is submitted if any time the prospective primary participant
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
d. 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).
e. 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.
f. 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, and
the City,the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment.
g. The Contractor 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
the Contract. The Contractor further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
P. Certification Regarding Use of Contract Funds for Lobbying - Byrd Anti-Lobbying.
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicableto contracts in excess of$100,000. 2 CFR Part 200,
Appendix II)
Contractors with contracts 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
City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum, to the best of his or her knowledge and belief,
that:
a. 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 any Federal 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, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
b. 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
Federal 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.
c. This certification is a material representation of the 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. 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.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000, and
that all such recipients shall certify and disclose accordingly.
e. The Contractor,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. Chap. 38, Administrative Remedies for
False Claims and Statements, apply to this certification and disclosure, if any.
P. Procurement of Recovered Material*.
(Applicable to all FEMA contracts, 42 USC s. 6962; 2 CFR Part 200,Appendix II, K; 2 CFR s. 200.322)
(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-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items, is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qov/smm/comprehensiveprocurement-quideline-cpq-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the
Solid Waste Disposal Act."
Q. Comoliance with Federal Law. Regulations. and Executive Orders.
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, and as amended from to time, including but not
limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Compliance with State and Federal Reporting Reauirements. The contractor and its subcontractors
shall comply with and the Contract is subject to the requirements and regulations of the Federal
Emergency Management Agency and the State of Florida Division of Emergency Management
pertaining to reporting.
S. Immigration and Naturalization Act.
(Applicable to all FEMA contracts)
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC§1324a(e)
[§274A(a)(1) and(e)] of the Immigration and Nationality Act] and such employment of unauthorized
aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. Indemnity of Funding Entities.
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration),and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses,fees,
fines, penalties, suits, proceedings, actions and cost of actions, including attorneys' feesfor trial and
appeal, and for the preparation of same arising out of Contractor's, its officers, agents, employees,
and subcontractors'acts or omissions associated with this Contract.
U. Performance and Payment Bonds.
(Applicable to all FEMA Construction Contracts)
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond, executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value, which bond shall be conditioned upon the successful completion of all work, labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials, and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Supplies.
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for public
use under this Contract have been produced in the United States as required by 41 USC §10a, unless
it would not be in the public interest or unreasonable in cost.
W. Access to Records.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
(1) The Contractor agrees to provide the City, State, FEMA, 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 the 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 FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under the
Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract,except in the event of litigation or settlement of claims arising from the
performance of the Contract, in which case Contractor agrees to maintain same until the City,
the State, FEMA, the Comptroller General, or any of their duly authorized representatives,
have disposed of all such litigation, appeals, claims or exceptions related thereto.
(5) In compliance with the Disaster Recovery Act of 2018, the City and the Contractor acknowledge
and agree that no language in this contract is intended to prohibit audits or internal reviews by
the FEMA Administrator or the Comptroller General of the United States.
X. PHS Seal. Logo and Flags.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses of
OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Related Acts.
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap. 38(Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. No Obligation by the Federal Government.
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the contract.
AA. Additional FEMA Provisions.
(
(1) Affirmative Socioeconomic Steps. If subcontracts are to be let, the prime contractor is required to
take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5)to ensure that small and minority
businesses, women's business enterprises, and labor surplus area firms are used when possible.
(2) Copyrights and Data Rights. The Contractor grants to the City a paid-up, royalty-free, nonexclusive,
irrevocable, worldwide license in data first produced in the performance of this Contract to
reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the
public, and perform publicly and display publicly such data. For data required by the Contract but
not first produced in the performance of this Contract,the Contractor will identify such data and grant
to the City or acquires on its behalf a license of the same scope as for data first produced in the
performance of this contract. Data, as used herein, shall include any work subject to copyright under
17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code,
music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other
audiovisual works, sound and/or video recordings, and architectural works. Upon or before the
completion of this contract, the Contractor will deliver to the City data first produced in the
performance of this contract and data required by the contract but not first produced in the
performance of this contract in formats acceptable by the City.
BB. Subcontracts. (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
Y OR
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4TON O
MASTER AGREEMENT FOR MINOR CONSTRUCTION SERVICES
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
COOPER CONSTRUCTION & DEVELOPMENT, LLC.
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, Florida 33435, hereinafter referred to as "CITY", and Cooper Construction &
Development, LLC. a Florida Limited Liability Company authorized to do business in the State of
Florida, with a business address of 11320 Fortune Circle, Suite G12, Wellington, FL 33414, hereinafter
referred to as the "CONTRACTOR." In consideration of the mutual benefits, terms, and conditions
hereinafter specified the Parties agree as set forth below.
1. PROJECT DESIGNATION. The CONTRACTOR is retained by the City as an alternate contractor to
provide the services, work, and all labor, parts, and materials related to RFQ NO.: PWE24-017—PRE-
QUALIFICATION OF CONTRACTORS FOR MINOR CONSTRUCTION SERVICES.
2. SCOPE OF SERVICES/ PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and
supervision required to perform Minor Construction Services, defined as projects less than
$200,000 (the"Services")by way of individual task orders (each a"Task Order"), at the request
of the CITY, on an as-needed basis during the Term of this Agreement. All Services shall be
performed in accordance with the terms and conditions of the Contract Documents, which are
comprised of the RFQ, General Conditions for Construction, CONTRACTOR's Proposal, this
Agreement, and any Task Order.
b. Minor construction projects will be initiated by the CITY upon issuance of a solicitation, or Task
Order, and shall be advertised to all primary pre-qualified contractors. CONTRACTOR shall be
required to respond to each advertisement when requested, whether by offer or response of
"no bid." If the CONTRACTOR fails to respond to more than three (3)consecutive requests for
proposals by the CITY, the firm shall be removed from the primary prequalification pool and all
subsequent bidding opportunities under this contract.
c. If a primary pre-qualified contractor is removed from the qualification pool, the next highest-
ranked alternate will be added to the primary prequalification pool.
d. Task Orders. The specific scope of work for each project will be described in a Task Order.
Each Task Order shall identify the location, scope of work, compensation, any applicable
general or special conditions, and the project schedule, and shall be signed by the CITY and
CONTRACTOR. Time shall be of the essence for each Task Order.
e. No project under this contract shall require bid, payment, or performance bonds unless
specifically noticed in the solicitation or Task Order.
3. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
August 7, 2024 ("Effective Date") and shall remain in effect through August 6, 2027 ("Initial Term").
The CITY reserves the right to renew the Agreement for two (2) one-year renewals (each a
"Renewal") subject to CONTRACTOR acceptance, satisfactory performance as determined by the
CITY, and determination by the CITY that renewal will be in the best interest of the CITY. Such
Renewals are only effective and valid if in writing and signed by each parties' authorized
representative. The City Manager is authorized to execute a renewal amendment on behalf of the
CITY. Both the Initial Term and any Renewal(s) shall be collectively referred to as the "Term."
4. TIME OF PERFORMANCE. Services under this Agreement shall commence upon the CITY giving
CONTRACTOR written notice to proceed with a Task Order. CONTRACTOR shall perform all services
and provide all work products required pursuant to this Agreement and specific Task Order unless an
extension of time is granted in writing by the CITY. CONTRACTOR shall complete each executed Task
Order without regard to whether such completion would cause Services to be performed after the
expiration date of this Agreement. Any Task Order for which performance extends beyond the Term
may be amended after that expiration date, provided that any additional Services, time, and
compensation are permitted under this Agreement. The terms and conditions of this Agreement shall
continue to govern Task Orders notwithstanding the expiration of this Agreement.
5. PAYMENT. The CONTRACTOR shall be paid by the CITY for completion of work performed under
each Task Order at the lump sum or unit prices presented by the CONTRACTOR and accepted by the
City.
a. The CONTRACTOR shall submit an invoice to the CITY requesting periodic progress
payments for work that has been completed and has been inspected and accepted by the
CITY. The date of the invoices shall not exceed 30 calendar days from the completion of the
work. Under no circumstances shall the invoice be submitted to the CITY in advance of the
delivery and acceptance of the work.
b. The CONTRACTOR shall use AIA® Contractor form G702 Application and Certificate for
Payment to invoice on each Task Order, or an approved equal form. The invoice shall contain
the following basic information: the contractor's name and address, invoice number, date of
invoice, reference (or include a copy of) the corresponding delivery ticket number or packing
slip number, description of the goods or service, the contract number, Task Order number,
purchase order number, and any discounts.
d. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
e. The CONTRACTOR's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of five (5) years
after the termination of the Agreement. Copies shall be made available upon request.
f. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. LIQUIDATED DAMAGES. The actual damages CITY and the public may suffer as a result of the
failure to complete work under a Task Order within the scheduled time are not ascertainable at the time
of this Agreement. If said work under any Task Order is not substantially and then fully completed
within the time established by the Task Order and the Contract Documents, as may be adjusted, the
CONTRACTOR shall be liable and hereby agrees to pay to the CITY as liquidated damages, and not
as a penalty, a sum per calendar day for each and every day or part of a day thereafter that said work
remains incomplete. Each Task Order shall specify the sum of liquidated damages per calendar day
that CONTRACTOR shall pay to CITY.
7. ROLE OF THE CITY.
a. The CITY shall be the owner's representative under each Task Order. In that capacity, the
CITY shall perform the following:
1) Pay the CONTRACTOR for all work and services satisfactorily performed per each Task
Order.
2) Monitor the performance of the work.
b. CONTRACTOR understands and agrees that in serving in the capacity outlined above, the
CITY assumes neither responsibility or liability for the performance or the quality of the work.
CONTRACTOR remains solely responsible and liable for same.
c. CONTRACTOR understands and agrees that in the event of a dispute related to or arising out
of any matter related to this Agreement, the CITY's sole obligation and liability is for payment
for work satisfactorily performed and CONTRACTOR expressly releases CITY from any other
responsibility or liability whatsoever.
8. SITE CONDITIONS. CONTRACTOR shall have the sole responsibility of satisfying itself concerning
the nature and location of the work and the general conditions, which can in any way affect the
performance of the work or the cost associated therewith.
9. PERMITS AND FEES. All permits or licenses necessary for the performance of the work or required
by law or ordinance, including building permits, shall be secured, maintained, and paid for by the
CONTRACTOR.
10. CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTRACTOR shall,
prior to the execution of any Task Order, by careful examination, satisfy itself as to the nature and
location of the work, the conformation of the ground, the character, quality and quantity of the materials
to be encountered, the character of the equipment and facilities needed preliminary to and during the
prosecution of the work, and the general and local conditions. Execution of a Task Order by the
CONTRACTOR shall be a representation that the CONTRACTOR has visited the site, reviewed any
design criteria furnished by CITY, become generally familiar with local conditions under which the work
is to be performed and correlated personal observations with requirements of the Contract Documents.
CONTRACTOR agrees that its inspection of the site and review of information furnished by CITY shall
be adequate investigation. By execution of a Task Order, CONTRACTOR represents that the plans
and specifications are consistent, practical,feasible and constructible within the scheduled construction
time and CONTRACTOR affirmatively covenants that CONTRACTOR has observed no defects or
discrepancies in the plans, specifications or site. CONTRACTOR agrees that that if during construction
any discrepancies, defects, etc., are discovered by or made known to CONTRACTOR, CONTRACTOR
shall immediately communicate same to CITY.
11. NO DAMAGE FOR DELAY. The CONTRACTOR expressly agrees that a change order for an
extension of the completion date in the Task Order constitutes its sole and exclusive remedy for
efficiency or other related time or impact based claims (hereinafter collectively "delay") or for delay
attributable to any foreseen or unforeseen condition, or for delays claimed to be the result of active,
intentional, knowing or passive interference by the City or its agents, and waives claims for any and all
damages which it may suffer by reason of such claims, including but not limited to, lost profits, loss or
impairment of bonding capacity, destruction of business, overhead, supervision, extended unabsorbed
home office overhead, increase insurance costs, lost profits on alternate or unperformed contracts.
CONTRACTOR hereby affirms that an extension of time is the CONTRACTOR's sole and exclusive
remedy.
12. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with the Contract Documents for a period of one year from the final certificate of
occupancy for the project (or if no certificate of occupancy to be issued, within one year of substantial
completion) or for such longer periods of time as may be set forth with respect to specific warranties
contained in the specifications.
13. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the CONTRACTOR in connection with the Services rendered under this
Agreement shall be the property of the CITY whether the project for which they are made is executed
or not. The CONTRACTOR shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with CONTRACTOR's
endeavors.
14. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
15. WARRANTIES AND REPRESENTATIONS. CONTRACTOR represents and warrants to the CITY that
it is competent to engage in the scope of Services contemplated under this Agreement and that it will
retain and assign qualified professionals to all assigned projects during the Term of this Agreement.
CONTRACTOR's Services shall meet a standard of care for professionals in the industry.
16. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the Services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida, and City of Boynton Beach,
ordinances and regulations that are applicable to the Services to be rendered under this Agreement.
17. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
18. INDEMNIFICATION.
a. The CONTRACTOR shall indemnify and hold harmless the CITY, its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense,which the CITY or its officers,employees, agents or instrumentalities
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind
or nature arising out of, relating to and resulting from the performance of this Agreement by the
CONTRACTOR, its employees, agents, partners, principals or subcontractors. The
CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of the CITY, where
applicable, including appellate proceedings, and shall pay all costs,judgments, and attorneys'
fees which may issue thereon. Neither party to this Agreement shall be liable to any third party
claiming directly or through the other respective party, for any special, incidental, indirect, or
consequential damages of any kind, including but not limited to lost profits or use that may
result from this Agreement or out of the services or goods furnished hereunder. The parties
agree that Twenty-five Dollars ($25.00) of the total compensation paid to the CONTRACTOR
for the performance of this Agreement shall represent the specific consideration for the
CONTRACTOR's indemnification of the CITY. The extent of CONTRACTOR's indemnification
shall be limited to one and one-half (1 1/2) times the Task Order price or One Million Dollars
($1,000,000) per occurrence, whichever is greater. It is the specific intent of the Parties hereto
that the foregoing indemnification complies with §725.06, Florida Statutes. It is further the
specific intent and agreement of the parties that all of the Contract Documents on this Project
are hereby amended to include the foregoing indemnification and the "Specific Consideration"
therefor.
b. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
c. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
19. INSURANCE.
a. During the performance of the services under this Agreement, CONTRACTOR shall maintain
the following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All policies shall be written by an insurance company authorized to do
business in Florida. CONTRACTOR shall be required to obtain all applicable insurance
coverage, as indicated below, prior to commencing any service pursuant to this Agreement:
1) Worker's Compensation Insurance: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Worker's Compensation Insurance covering all employees with
limits meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the CITY of Boynton Beach, executed by the insurance company.
2) Comprehensive General Liability: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall
be on an "Occurrence" basis. Coverage shall include Premises and Operations;
Independent consultants, Products-Completed Operations and Contractual Liability with
specific reference to Article 18, "Indemnification" of this Agreement. This policy shall
provide coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. CONTRACTOR shall maintain a
minimum coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal
injury/and$1,000.000 per occurrence/aggregate for property damage. The general liability
insurance shall include the CITY as an additional insured and shall include a provision
prohibiting cancellation of the policy upon thirty (30) calendar days prior written notice to
the CITY.
3) Business Automobile Liability: The CONTRACTOR shall procure and maintain, for the
life of this Agreement, Business Automobile Liability Insurance. The CONTRACTOR shall
maintain a minimum amount of $1,000,000 combined single limit for bodily injury and
property damage liability to protect the CONTRACTOR from claims for damage for bodily
and personal injury, including death, as well as from claims for property damage, which
may arise from the ownership, use of maintenance of owned and non-owned automobile,
included rented automobiles, whether such operations be by the CONTRACTOR or by
anyone directly or indirectly employed by the CONTRACTOR.
4) Professional Liability (Errors and Omissions) Insurance: The CONTRACTOR shall
procure and maintain for the life of this Agreement in the minimum amount of$1,000,000
per occurrence.
5) Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow form of the General Liability, Auto Liability and Employer's Liability.
This coverage shall be maintained for a period of no less than the later of three (3) years
after the delivery of goods/services or final payment pursuant to the Agreement.
b. CONTRACTOR shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
c. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or canceled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
d. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
20. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the CONTRACTOR is
an independent contractor with respect to the services provided pursuant to this Agreement. Nothing
in this Agreement shall be considered to create the relationship of employer and employee between
the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to
any benefits accorded CITY employees by virtue of the services provided under this Agreement. The
CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social
Security or for contributing to the state industrial insurance program, otherwise assuming the duties of
an employer with respect to CONTRACTOR, or any employee of CONTRACTOR.
21. COVENANT AGAINST CONTINGENT FEES. The 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 CONTRACTOR has not paid or agreed
to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this contract. For breach or violation of this warranty, the CITY
shall have the right to annul this Agreement without liability or, in its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
22. TRUTH-IN-NEGOTIATION CERTIFICATE.
a. Execution of this Agreement by the CONTRACTOR shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the date
of the Agreement and no higher than those charged to the CONTRACTOR's most favored
customer for the same or substantially similar service.
b. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside
CONTRACTORs. The CITY shall exercise its rights under this "Certificate" within one (1) year
following payment.
23. DISCRIMINATION PROHIBITED. The CONTRACTOR, with regard to the Services performed by it
under this Agreement,will not discriminate on the grounds of race, color, national origin, religion, creed,
age, sex, or the presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
24. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
25. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
26. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) calendar days after written notice by the CITY to the
CONTRACTOR for such termination in which event the CONTRACTOR shall be paid its
compensation for services performed to the termination date, including services reasonably
related to termination. In the event that the CONTRACTOR abandons the Agreement or
causes it to be terminated,the CONTRACTOR shall indemnify the CITY against loss pertaining
to this termination.
b. Termination for Cause. In addition to all other remedies available to CITY, this Agreement
shall be subject to cancellation by CITY for cause, should CONTRACTOR neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein contained,
if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by
CONTRACTOR of written notice of such neglect or failure.
27. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
28. UNCONTROLLABLE FORCES.
a. Neither the CITY nor CONTRACTOR shall be considered to be in default of this Agreement if
delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which,
by the exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
b. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
29. NOTICES. Notices to the CITY shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
With Copy to: Shawna G. Lamb, City Attorney
City of Boynton Beach
100 East Ocean Ave.
Boynton Beach, FL 33435
Telephone No. (561)742-6000
Notices to CONTRACTOR shall be sent to the following address:
Benjamin Cooper
Cooper Construction & Development, LLC.
11320 Fortune Circle, Suite G12
Wellington, FL 33414
30. INTEGRATED AGREEMENT. This Agreement, together with attachments, exhibits, or addenda,
represents the entire and integrated agreement between the CITY and the CONTRACTOR and
supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may
be amended only by written instrument signed by both CITY and CONTRACTOR.
31. SOVEREIGN IMMUNITY.
a. CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing
in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the
immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may
be amended from time to time, or any successor statute thereof. To the contrary, all terms and
provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be
construed or resolved so as to insure CITY of the limitation from liability provided to any
successor statute thereof. To the contrary, all terms and provision contained in the Agreement,
or any disagreement or dispute concerning it, shall be construed or resolved so as to insure
CITY of the limitation from liability provided to the State's subdivisions by state law.
b. In connection with any litigation or other proceeding arising out of the Agreement,the prevailing
party shall be entitled to recover its own costs and attorney fees through and including any
appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees,
however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's
liability beyond the limits established in Section 768.28, Florida Statutes, as amended.
1) Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement shall be in a court of law. The CITY does
not consent to mediation or arbitration for any matter connected to this Agreement.
2) The parties agree that any action arising out of this Agreement shall take place in Palm
Beach County, Florida.
32. E-VERIFY.
a. CONTRACTOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described herein
below.
Definitions for this Section:
1) "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer
in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is
not limited to, a vendor or consultant.
2) "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for a salary, wages, or other
remuneration.
3) "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective
January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the
work authorization status of all newly hired employees. Contractor shall register for and utilize the
U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of:
1) All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
2) All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the City of Boynton Beach.
The Contractor acknowledges and agrees that registration and use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is
a condition of the contract with the City of Boynton Beach; and
3) The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility,"as amended from time to time. This includes, but is not limited
to registration and utilization of the E-Verify System to verify the work authorization
status of all newly hired employees. Contractor shall also require all subcontractors to
provide an affidavit attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such
affidavit for the duration of the contract. Failure to comply will lead to termination of this
Contract, or if a subcontractor knowingly violates the statute, the subcontract must be
terminated immediately. Any challenge to termination under this provision must be filed
in the Circuit Court no later than twenty(20)calendar days after the date of termination.
Termination of this Contract under this Section is not a breach of contract and may not
be considered as such. If this contract is terminated for a violation of the statute by the
Contractor, the Contractor may not be awarded a public contract for a period of one
(1) year after the date of termination.
33. SCRUTINIZED COMPANIES 287.135 and 215.473.
By execution of this Agreement, CONTRACTOR certifies that CONTRACTOR is not participating
in a boycott of Israel. CONTRACTOR further certifies that CONTRACTOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,
and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
has CONTRACTOR been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the CITY will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The CITY shall provide notice, in writing, to CONTRACTOR of the CIT's
determination concerning the false certification. CONTRACTOR shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is discovered
during the active contract term, CONTRACTOR shall have ninety (90) days following receipt of the
notice to respond in writing and demonstrate that the determination of false certification was made
in error. If CONTRACTOR does not demonstrate that the CITY's determination of false certification
was made in error then the CITY shall have the right to terminate the contract and seek civil
remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time.
34. MISCELLANEOUS.
a. No assignment by a party hereto of any rights under or interests in the Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty
or responsibility under the Agreement.
b. CITY and CONTRACTOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns, and legal
representatives in respect of all covenants, agreements, and obligations contained in the
Agreement.
c. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorneys fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
d. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the
CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that
is the subject of this Agreement. Payment of the invoice and acceptance of such payment by
CONTRACTOR shall release CITY from all claims of liability by CONTRACTOR in connection
with this Agreement.
e. At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's
property from all damage whatsoever on account of the Services being carried on under this
Agreement.
f. It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes,
ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal
agencies as applicable.
g. This Agreement represents the entire and integrated agreement between CITY and
CONTRACTOR and supersedes all prior negotiations, representations, or agreements, either
written or oral. This Agreement is intended by the parties hereto to be final expression of this
Agreement, and it constitutes the full and entire understanding between the parties with
respect to the subject hereof, notwithstanding any representations, statements, or
agreements to the contrary heretofore made. In the event of a conflict between this
Agreement, the solicitation, and the CONTRACTOR's proposal, this Agreement shall govern
then the solicitation, and then the CONTRACTOR's proposal.
h. This Agreement may be executed by hand or electronically in multiple originals or
counterparts, each of which shall be deemed to be an original and together shall constitute
one and the same agreement. Execution and delivery of this Agreement by the Parties shall
be legally binding, valid, and effective upon delivery of the executed documents to the other
party through facsimile transmission, email, or other electronic delivery.
i. Non-Exclusive; No Guaranty. This Agreement is non-exclusive and the CITY reserves the
right to award other contracts for work falling within the scope of this Agreement. No Task
Order(s) or minimum amount of work or compensation is guaranteed under this Agreement.
j. Any and all legal action necessary to enforce the terms of this Agreement shall be governed
by the laws of the State of Florida. Any legal action arising from the terms of this Agreement
shall be submitted to a court of competent jurisdiction located exclusively in Palm Beach
County.
k. Services Provided in Response to Natural Disaster / Emergency. CONTRACTOR provides
services that the CITY may require in the event of a hurricane or other disaster. CONTRACTOR
acknowledges and agrees that in such event, the CITY may apply to the State of Florida or the
federal government for funds which will be used to pay CONTRACTOR or reimburse the CITY
for payments made to CONTRACTOR. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Provider desires to be eligible to be awarded disaster
work and be compensated through federal funds. The CITY and CONTRACTOR agree that
with respect to any services or work performed or provided by CONTRACTOR or its
subcontractors under the Agreement arising or related to a disaster event, the provisions set
forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is attached hereto
as Exhibit A and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by CONTRACTOR of work or services required
as a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the
event of a conflict between the terms of the Agreement and the FEMA Requirements,the FEMA
Requirements shall govern and prevail
35. DEFAULT OF CONTRACT & REMEDIES.
a. Correction of Services. If, in the judgment of CITY, Services provided by CONTRACTOR do
not conform to the requirements of this Agreement, or if the Services exhibit poor workmanship,
CITY reserves the right to require that CONTRACTOR correct all deficiencies in the Services
to bring the Services into conformance without additional cost to CITY, and/or replace any
personnel who fail to perform in accordance with the requirements of this Agreement. CITY
shall be the sole judge of non-conformance and the quality of workmanship and performance
of Services.
b. Default of Contract.The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by CONTRACTOR:
1) The abandonment of the project by CONTRACTOR for a period of more than seven
(7) business days.
2) The abandonment, unnecessary delay, refusal of, or failure to comply with any of the
terms of this Agreement or neglect or refusal to comply with the instructions of the
CITY's designee.
3) The failure by CONTRACTOR to observe or perform any of the terms, covenants, or
conditions of this Agreement to be observed or performed by CONTRACTOR, where
such failure shall continue for a period of seven (7) business days after written notice
thereof by CITY to CONTRACTOR; provided, however, that if the nature of
CONTRACTOR's default is such that more than seven (7) business days are
reasonably required for its cure, then CONTRACTOR shall not be deemed to be in
default if CONTRACTOR commences such cure within said seven (7) business day
period and thereafter diligently prosecutes such cure to completion.
4) The assignment and/or transfer of this Agreement or execution or attachment thereon
by CONTRACTOR or any other party in a manner not expressly permitted hereunder.
5) The making by CONTRACTOR of any general assignment or general arrangement for
the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have
CONTRACTOR adjudged a bankruptcy, or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed against
CONTRACTOR, the same is dismissed within sixty (60) calendar days); or the
appointment of a trustee or a receiver to take possession of substantially all of
CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where
possession is not restored to CONTRACTOR within thirty (30) calendar days; for
attachment, execution or other judicial seizure of substantially all of CONTRACTOR's
assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not
discharged within thirty (30) calendar days.
c. Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR,
in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct
CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice
shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal,
failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent
by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such
declaration of default and terminate the Agreement. The Surety on the Performance Bond
shall within ten (10)calendar days of such declaration of default, rectify or cause to be rectified
any mismanagement or breach of service in the Agreement and assume the work of
CONTRACTOR and proceed to perform services under the Agreement, at its own cost and
expense.
1) Upon such declaration of default, all payments remaining due CONTRACTOR at the
time of default, less all sums due CITY for damages suffered, or expenses incurred by
reason of default, shall be due and payable to Surety. Thereafter the Surety shall
receive monthly payments equal to those that would have been paid by the
CONTRACTOR had the CONTRACTOR continued to perform the services under the
Agreement.
2) CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and
the facilities necessary for the completion of the Agreement, and charge the cost of
same to CONTRACTOR and/or the Surety together with the costs incident thereto to
such default.
3) In the event CITY completes the Agreement at a lesser cost than would have been
payable to CONTRACTOR under this Agreement, if the same had been fulfilled by
CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be
greater, CONTRACTOR shall pay the amount of such excess to the CITY.
4) Notwithstanding the other provisions in this Article, CITY reserves the right to terminate
the Agreement at any time, whenever the service provided by CONTRACTOR fails to
meet reasonable standards of the trade after CITY gives written notice to the
CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14)
calendar days of the receipt by CONTRACTOR of such notice from CITY.
36. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS
IN GOVERNMENT CONTRACTING.
CONTRACTOR is hereby notified of the provisions of section 287.05701, Florida Statutes, as
amended, that the CITY will not request documentation of or consider a CONTRACTOR's social,
political, or ideological interests when determining if the CONTRACTOR is a responsible
CONTRACTOR. CONTRACTOR is further notified that the CITY's governing body may not give
preference to a CONTRACTOR based on the CONTRACTOR's social, political, or ideological
interests.
37. PUBLIC ENTITY CRIME ACT.
CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR has been placed on the convicted vendor list.
38. COUNTRIES OF CONCERN.
CONTRACTOR represents that it is, and for the duration of the Term will remain, in compliance with
Section 286.101, Florida Statutes.
39. ANTI-HUMAN TRAFFICKING.
On or before the Effective Date of this Agreement, CONTRACTOR shall provide CITY with an affidavit
attesting that the CONTRACTOR does not use coercion for labor or services, in accordance with
Section 787.06(13), Florida Statutes.
40. PUBLIC RECORDS.
The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall
comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
c. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and, following completion of the contract, CONTRACTOR shall destroy all
copies of such confidential and exempt records remaining in its possession once the
CONTRACTOR transfers the records in its possession to the CITY; and
d. Upon completion of the contract, CONTRACTOR shall transfer to the CITY, at no cost to the
CITY, all public records in CONTRACTOR's possession All records stored electronically by
CONTRACTOR must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of the
CITY.
e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and
year set forth below their respective signatures.
DATED this 0-day of J , 2()P .
CITY OF BOYNTON BEACH COOPER CONSTRUCTI• & DEVELOPMENT,
LLC. /
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EXHIBIT A
FEDERALLY REQUIRED CONTRACT TERMS
The FEMA Reauirements shall only modify the Contract upon the Provision by the Contractor of work
or services reauired as a result of a disaster,
The term "Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract" as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed or
provided by Contractor or its subcontractors under the Contract arising or related to a disaster event, the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA Requirements")
shall apply.The FEMA Requirements shall only modify the Contract upon the provision by Contractor of
work or services required as a result of a disaster.The terms and conditions of the Contract and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the event of a
conflict between the terms of the Contract and the FEMA Requirements, the FEMA Requirements shall
govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The federal
funds appropriated by the Federal Emergency Management Agency (FEMA) will be administered through
the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other provisions
of the Contract, the FEMA Requirements will govern and prevail. Only FEMA provisions applicable
to the Contract shall apply.
C. Payment. Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies.
(1) Legal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other legal
or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any provision
of this article. The City shall recover its court costs and reasonable attorneys' fees in any legal
proceedings commenced to enforce the contract.
(2) Additional Remedies. In addition to any other remedies provided for in the contract or to which the City
may be entitled at law or in equity, in the event of a breach or violation of the Contract by the Contractor,
the Contractor shall be subject to debarment or suspension from consideration for the award of
additional contracts from the City, including but not limited to contracts related to disaster relief or
recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City.The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article by
any other legal means.
E. Termination or Suspension of Contract.
The City may, by written notice to the Contractor, suspend any or all of the City's obligations under the
Contract due to the Contractor's failure to comply with applicable law or the terms of the Contract until
such time as the event or condition resulting in such suspension has ceased or been corrected.
F. Termination for Cause. The City shall have the right to terminate the Contract for cause, in the event of a
breach of the contract terms, upon five (5)-calendar days written notice to Contractor. In the event of
termination, the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City shall
be liable for the payment of all portions of materials,supplies,services,and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work, materials,or services not performed or delivered to the City.
All other termination provisions in the Contract shall remain applicable.
G. Termination for Convenience. The City may terminate this Contract at its convenience with or without
cause upon written notice of termination to the Contractor. In the event of such a termination by the City,
the City shall be liable for the payment of all Work properly performed prior to the effective date of
termination and for all portions of materials, supplies, services, and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work, materials, or services not performed or delivered to the
City.All other termination provisions in the Contract shall remain applicable.
H. Chances to Contract. Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations, and mutually
agreed, may be made part of the Contract by written amendment duly executed by City and Contractor.
I. Faual Employment Opportunity.
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, 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, sexual orientation, gender
identity, 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 advertisementsfor employees placed by or on behalf of the
contractor, state that all qualified applicants will receive consideration for employment without
regard to race,color, religion,sex, sexual orientation, gender identity, 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 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 contractors noncompliance with the nondiscrimination clauses of this contract
or with any of the said rules, regulations, or orders, his 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 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 (8) 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. The applicant further agrees that it will be bound by the
above equal opportunity clause with respect to its own employment practices when it participates in
federally assisted construction work: Provided, if the applicant so participating is a State or local
government, the above equal opportunity clause is not applicable to any agency, instrumentality or
subdivision of such government which does not participate in work on or under the contract. The
applicant agrees that it will assist and cooperate actively with the administering agency and the
Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will
furnish the administering agency and the Secretary of Labor such information as they may require for
the supervision of such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance. The applicant further agrees
that it will refrain from entering into any contract or contract modification subject to Executive Order
11246 of September 24, 1965,with a contractor debarred from,or who has not demonstrated eligibility
for, Government contracts and federally assisted construction contracts pursuant to the Executive
Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as
may be imposed upon contractors and subcontractors by the administering agency or the Secretary of
Labor pursuant to Part 11, Subpart D of the Executive Order. In addition, the applicant agrees that if
it fails or refuses to comply with these undertakings, the administering agency may take any or all of
the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan,
insurance, guarantee); refrain from extending any further assistance to the applicant under the
program with respect to which the failure or refund occurred until satisfactory assurance of future
compliance has been received from such applicant; and refer the case to the Department of Justice
for appropriate legal proceedings
J. Civil Riahta.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) Agg. In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended,
42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities, and which prohibits discrimination in the areas of employment, public
accommodations, transportation, telecommunications and government services.
K. Davis Bacon Act and Coneland Anti-Kickback Act.
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act--40 USC s. 3145)
In situations where the Davis-Bacon Act does not apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if applicable)
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to 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.
(3) The Contractors will pay wages not less than once a week.
Compliance with Copeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt.3 as may be applicable, which are incorporated by reference into this
contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach.A breach of the contract clauses above may be grounds for termination of the contract, and
for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
L. Contract Work Hours and Safety Standards Act.
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics or
laborers; 29 CFR Part 5; 2 CFR Part 22, Appendix II, E)
(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. U. S. Department of Homeland Security Headquarters 500 C St
SW Washington, D.C. 20042.
(2)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (b)(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 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 (b)(1)of this section, in the sum
of$27 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 (b)(1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) 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 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 (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (b)(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 (b)(1)through (4)of this section.
M. Bights to Inventions.Mode Vn.d ij..r,QlltjDct or Agreement.
(Applicable if FEMA award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a)
and the non-Federal entity 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". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and
Federal Assistance to Individuals and Households- Other Needs Assistance Grant Program. 37 CFR
Part 401; 2 CFR Part 200, Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
N. Clean Air Act and the Federal Water Pollution Control Act.
(Applicable to Contracts in Excess of$150,000)
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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
Federal Water 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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
O. Certification Regardina Debarment. Suspension. Ineliaibility and Voluntary Exclusion.
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order 12689, 2
CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out below.
b. The inability of a person to provide the certification set out below will not necessarily
result in denial of participation in this covered transaction.The Contractor shall submit
an explanation of why it cannot provide the certification set out below.The certification
or explanation will be considered in connection with the department or agency's
determination whether to enter into this transaction. However, failure of the Contractor
to furnish a certification or an explanation shall disqualify such a person from
participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or agency
to whom this proposal is submitted if any time the prospective primary participant
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
d. 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).
e. 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.
f. 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, and
the City,the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment.
g The Contractor 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
the Contract. The Contractor further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
P. Certification Regarding Use of Contract Funds for Lobbying - Byrd Anti-Lobbying.
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicableto contracts in excess of$100,000. 2 CFR Part 200,
Appendix II)
Contractors with contracts 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
City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum, to the best of his or her knowledge and belief,
that:
a. 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 any Federal 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, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
b. 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
Federal 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.
c. This certification is a material representation of the 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. 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.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000, and
that all such recipients shall certify and disclose accordingly.
e. The Contractor, 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. Chap. 38, Administrative Remedies for
False Claims and Statements, apply to this certification and disclosure, if any.
P. Procurement of Recovered Materials.
(Applicable to all FEMA contracts, 42 USC s. 6962; 2 CFR Part 200,Appendix II, K; 2 CFR s. 200.322)
(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-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items, is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qov/smm/comprehensiveprocurement-quideline-cpq-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the
Solid Waste Disposal Act."
Q. Compliance with Federal Law. Reaulations. and Executive Orders.
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, and as amended from to time, including but not
limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Compliance with State and Federal Reporting Reauirements. The contractor and its subcontractors
shall comply with and the Contract is subject to the requirements and regulations of the Federal
Emergency Management Agency and the State of Florida Division of Emergency Management
pertaining to reporting.
S. Jmmigration and Naturalization Act.
(Applicable to all FEMA contracts}
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC§1324a(e)
[§274A(a)(1)and(e)] of the Immigration and Nationality Act] and such employment of unauthorized
aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. Jndemnity of Fundina Entities.
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration),and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses,fees,
fines, penalties,suits, proceedings, actions and cost of actions, including attorneys' fees for trial and
appeal, and for the preparation of same arising out of Contractor's, its officers, agents, employees,
and subcontractors'acts or omissions associated with this Contract.
U. Performance and Payment Bondg.
(Applicable to all FEMA Construction Contracts}
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond,executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value, which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials, and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Suoplieg.
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for public
use under this Contract have been produced in the United States as required by 41 USC §10a, unless
it would not be in the public interest or unreasonable in cost.
W. Access to Records.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0)0V)
(1) The Contractor agrees to provide the City, State, FEMA, 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 the 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 FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under the
Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract,except in the event of litigation or settlement of claims arising from the
performance of the Contract, in which case Contractor agrees to maintain same until the City,
the State, FEMA, the Comptroller General, or any of their duly authorized representatives,
have disposed of all such litigation, appeals, claims or exceptions related thereto.
(5) In compliance with the Disaster Recovery Act of 2018,the City and the Contractor acknowledge
and agree that no language in this contract is intended to prohibit audits or internal reviews by
the FEMA Administrator or the Comptroller General of the United States.
X. PHS Seal. Loao and Fleas.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses of
OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Related Acts.
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. No Obligation by the Federal Government.
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the contract.
AA. Additional FEMA Provisions.
(
(1) Affirmative Socioeconomic Steps. If subcontracts are to be let, the prime contractor is required to
take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5)to ensure that small and minority
businesses, women's business enterprises, and labor surplus area firms are used when possible.
(2) Copyrights and Data Rights. The Contractor grants to the City a paid-up, royalty-free, nonexclusive,
irrevocable, worldwide license in data first produced in the performance of this Contract to
reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the
public, and perform publicly and display publicly such data. For data required by the Contract but
not first produced in the performance of this Contract,the Contractor will identify such data and grant
to the City or acquires on its behalf a license of the same scope as for data first produced in the
performance of this contract. Data, as used herein, shall include any work subject to copyright under
17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code,
music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other
audiovisual works, sound and/or video recordings, and architectural works. Upon or before the
completion of this contract, the Contractor will deliver to the City data first produced in the
performance of this contract and data required by the contract but not first produced in the
performance of this contract in formats acceptable by the City.
BB. Subcontracts. (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
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MASTER AGREEMENT FOR MINOR CONSTRUCTION SERVICES
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
ENCOP, INC.
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, Florida 33435, hereinafter referred to as "CITY", and Encop, Inc. a Florida Profit
Corporation authorized to do business in the State of Florida, with a business address of 7858 S.W. 3rd
Street, North Lauderdale, FL 33068, hereinafter referred to as the "CONTRACTOR." In consideration of
the mutual benefits, terms, and conditions hereinafter specified the Parties agree as set forth below.
1. PROJECT DESIGNATION. The CONTRACTOR is retained by the City as an alternate contractor to
provide the services, work, and all labor, parts, and materials related to RFQ NO.: PWE24-017— PRE-
QUALIFICATION OF CONTRACTORS FOR MINOR CONSTRUCTION SERVICES.
2. SCOPE OF SERVICES / PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and
supervision required to perform Minor Construction Services, defined as projects less than
$200,000 (the"Services")by way of individual task orders (each a "Task Order"), at the request
of the CITY, on an as-needed basis during the Term of this Agreement. All Services shall be
performed in accordance with the terms and conditions of the Contract Documents, which are
comprised of the RFQ, General Conditions for Construction, CONTRACTOR's Proposal, this
Agreement, and any Task Order.
b. Minor construction projects will be initiated by the CITY upon issuance of a solicitation, or Task
Order, and shall be advertised to all primary pre-qualified contractors. CONTRACTOR shall be
required to respond to each advertisement when requested, whether by offer or response of
"no bid." If the CONTRACTOR fails to respond to more than three (3)consecutive requests for
proposals by the CITY, the firm shall be removed from the primary prequalification pool and all
subsequent bidding opportunities under this contract.
c. If a primary pre-qualified contractor is removed from the qualification pool, the next highest-
ranked alternate will be added to the primary prequalification pool.
d. Task Orders. The specific scope of work for each project will be described in a Task Order.
Each Task Order shall identify the location, scope of work, compensation, any applicable
general or special conditions, and the project schedule, and shall be signed by the CITY and
CONTRACTOR. Time shall be of the essence for each Task Order.
e. No project under this contract shall require bid, payment, or performance bonds unless
specifically noticed in the solicitation or Task Order.
3. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
August 7, 2024 ("Effective Date") and shall remain in effect through August 6, 2027 ("Initial Term").
The CITY reserves the right to renew the Agreement for two (2) one-year renewals (each a
"Renewal") subject to CONTRACTOR acceptance, satisfactory performance as determined by the
CITY, and determination by the CITY that renewal will be in the best interest of the CITY. Such
Renewals are only effective and valid if in writing and signed by each parties' authorized
representative. The City Manager is authorized to execute a renewal amendment on behalf of the
CITY. Both the Initial Term and any Renewal(s) shall be collectively referred to as the "Term."
4. TIME OF PERFORMANCE. Services under this Agreement shall commence upon the CITY giving
CONTRACTOR written notice to proceed with a Task Order. CONTRACTOR shall perform all services
and provide all work products required pursuant to this Agreement and specific Task Order unless an
extension of time is granted in writing by the CITY. CONTRACTOR shall complete each executed Task
Order without regard to whether such completion would cause Services to be performed after the
expiration date of this Agreement. Any Task Order for which performance extends beyond the Term
may be amended after that expiration date, provided that any additional Services, time, and
compensation are permitted under this Agreement. The terms and conditions of this Agreement shall
continue to govern Task Orders notwithstanding the expiration of this Agreement.
5. PAYMENT. The CONTRACTOR shall be paid by the CITY for completion of work performed under
each Task Order at the lump sum or unit prices presented by the CONTRACTOR and accepted by the
City.
a. The CONTRACTOR shall submit an invoice to the CITY requesting periodic progress
payments for work that has been completed and has been inspected and accepted by the
CITY. The date of the invoices shall not exceed 30 calendar days from the completion of the
work. Under no circumstances shall the invoice be submitted to the CITY in advance of the
delivery and acceptance of the work.
b. The CONTRACTOR shall use AIA® Contractor form G702 Application and Certificate for
Payment to invoice on each Task Order, or an approved equal form. The invoice shall contain
the following basic information: the contractor's name and address, invoice number, date of
invoice, reference (or include a copy of) the corresponding delivery ticket number or packing
slip number, description of the goods or service, the contract number, Task Order number,
purchase order number, and any discounts.
d. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
e. The CONTRACTOR's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of five (5) years
after the termination of the Agreement. Copies shall be made available upon request.
f. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. LIQUIDATED DAMAGES. The actual damages CITY and the public may suffer as a result of the
failure to complete work under a Task Order within the scheduled time are not ascertainable at the time
of this Agreement. If said work under any Task Order is not substantially and then fully completed
within the time established by the Task Order and the Contract Documents, as may be adjusted, the
CONTRACTOR shall be liable and hereby agrees to pay to the CITY as liquidated damages, and not
as a penalty, a sum per calendar day for each and every day or part of a day thereafter that said work
remains incomplete. Each Task Order shall specify the sum of liquidated damages per calendar day
that CONTRACTOR shall pay to CITY.
7. ROLE OF THE CITY.
a. The CITY shall be the owner's representative under each Task Order. In that capacity, the
CITY shall perform the following:
1) Pay the CONTRACTOR for all work and services satisfactorily performed per each Task
Order.
2) Monitor the performance of the work.
b. CONTRACTOR understands and agrees that in serving in the capacity outlined above, the
CITY assumes neither responsibility or liability for the performance or the quality of the work.
CONTRACTOR remains solely responsible and liable for same.
c. CONTRACTOR understands and agrees that in the event of a dispute related to or arising out
of any matter related to this Agreement, the CITY's sole obligation and liability is for payment
for work satisfactorily performed and CONTRACTOR expressly releases CITY from any other
responsibility or liability whatsoever.
8. SITE CONDITIONS. CONTRACTOR shall have the sole responsibility of satisfying itself concerning
the nature and location of the work and the general conditions, which can in any way affect the
performance of the work or the cost associated therewith.
9. PERMITS AND FEES. All permits or licenses necessary for the performance of the work or required
by law or ordinance, including building permits, shall be secured, maintained, and paid for by the
CONTRACTOR.
10. CONTRACTOR'S UNDERSTANDING. It is understood and agreed that the CONTRACTOR shall,
prior to the execution of any Task Order, by careful examination, satisfy itself as to the nature and
location of the work, the conformation of the ground, the character, quality and quantity of the materials
to be encountered, the character of the equipment and facilities needed preliminary to and during the
prosecution of the work, and the general and local conditions. Execution of a Task Order by the
CONTRACTOR shall be a representation that the CONTRACTOR has visited the site, reviewed any
design criteria furnished by CITY, become generally familiar with local conditions under which the work
is to be performed and correlated personal observations with requirements of the Contract Documents.
CONTRACTOR agrees that its inspection of the site and review of information furnished by CITY shall
be adequate investigation. By execution of a Task Order, CONTRACTOR represents that the plans
and specifications are consistent, practical,feasible and constructible within the scheduled construction
time and CONTRACTOR affirmatively covenants that CONTRACTOR has observed no defects or
discrepancies in the plans, specifications or site. CONTRACTOR agrees that that if during construction
any discrepancies, defects, etc., are discovered by or made known to CONTRACTOR, CONTRACTOR
shall immediately communicate same to CITY.
11. NO DAMAGE FOR DELAY. The CONTRACTOR expressly agrees that a change order for an
extension of the completion date in the Task Order constitutes its sole and exclusive remedy for
efficiency or other related time or impact based claims (hereinafter collectively "delay") or for delay
attributable to any foreseen or unforeseen condition, or for delays claimed to be the result of active,
intentional, knowing or passive interference by the City or its agents, and waives claims for any and all
damages which it may suffer by reason of such claims, including but not limited to, lost profits, loss or
impairment of bonding capacity, destruction of business, overhead, supervision, extended unabsorbed
home office overhead, increase insurance costs, lost profits on alternate or unperformed contracts.
CONTRACTOR hereby affirms that an extension of time is the CONTRACTOR's sole and exclusive
remedy.
12. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with the Contract Documents for a period of one year from the final certificate of
occupancy for the project (or if no certificate of occupancy to be issued, within one year of substantial
completion) or for such longer periods of time as may be set forth with respect to specific warranties
contained in the specifications.
13. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the CONTRACTOR in connection with the Services rendered under this
Agreement shall be the property of the CITY whether the project for which they are made is executed
or not. The CONTRACTOR shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with CONTRACTOR's
endeavors.
14. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
15. WARRANTIES AND REPRESENTATIONS. CONTRACTOR represents and warrants to the CITY that
it is competent to engage in the scope of Services contemplated under this Agreement and that it will
retain and assign qualified professionals to all assigned projects during the Term of this Agreement.
CONTRACTOR's Services shall meet a standard of care for professionals in the industry.
16. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the Services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida, and City of Boynton Beach,
ordinances and regulations that are applicable to the Services to be rendered under this Agreement.
17. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
18. INDEMNIFICATION.
a. The CONTRACTOR shall indemnify and hold harmless the CITY, its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense,which the CITY or its officers, employees, agents or instrumentalities
may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind
or nature arising out of, relating to and resulting from the performance of this Agreement by the
CONTRACTOR, its employees, agents, partners, principals or subcontractors. The
CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate
and defend all claims, suits or actions of any kind or nature in the name of the CITY, where
applicable, including appellate proceedings, and shall pay all costs,judgments, and attorneys'
fees which may issue thereon. Neither party to this Agreement shall be liable to any third party
claiming directly or through the other respective party, for any special, incidental, indirect, or
consequential damages of any kind, including but not limited to lost profits or use that may
result from this Agreement or out of the services or goods furnished hereunder. The parties
agree that Twenty-five Dollars ($25.00) of the total compensation paid to the CONTRACTOR
for the performance of this Agreement shall represent the specific consideration for the
CONTRACTOR's indemnification of the CITY. The extent of CONTRACTOR's indemnification
shall be limited to one and one-half (1 1/2) times the Task Order price or One Million Dollars
($1,000,000) per occurrence, whichever is greater. It is the specific intent of the Parties hereto
that the foregoing indemnification complies with §725.06, Florida Statutes. It is further the
specific intent and agreement of the parties that all of the Contract Documents on this Project
are hereby amended to include the foregoing indemnification and the "Specific Consideration"
therefor.
b. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
c. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
19. INSURANCE.
a. During the performance of the services under this Agreement, CONTRACTOR shall maintain
the following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All policies shall be written by an insurance company authorized to do
business in Florida. CONTRACTOR shall be required to obtain all applicable insurance
coverage, as indicated below, prior to commencing any service pursuant to this Agreement:
1) Worker's Compensation Insurance: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Worker's Compensation Insurance covering all employees with
limits meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the CITY of Boynton Beach, executed by the insurance company.
2) Comprehensive General Liability: The CONTRACTOR shall procure and maintain for
the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall
be on an "Occurrence" basis. Coverage shall include Premises and Operations;
Independent consultants, Products-Completed Operations and Contractual Liability with
specific reference to Article 18, "Indemnification" of this Agreement. This policy shall
provide coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. CONTRACTOR shall maintain a
minimum coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal
injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability
insurance shall include the CITY as an additional insured and shall include a provision
prohibiting cancellation of the policy upon thirty (30) calendar days prior written notice to
the CITY.
3) Business Automobile Liability: The CONTRACTOR shall procure and maintain, for the
life of this Agreement, Business Automobile Liability Insurance. The CONTRACTOR shall
maintain a minimum amount of $1,000,000 combined single limit for bodily injury and
property damage liability to protect the CONTRACTOR from claims for damage for bodily
and personal injury, including death, as well as from claims for property damage, which
may arise from the ownership, use of maintenance of owned and non-owned automobile,
included rented automobiles, whether such operations be by the CONTRACTOR or by
anyone directly or indirectly employed by the CONTRACTOR.
4) Professional Liability (Errors and Omissions) Insurance: The CONTRACTOR shall
procure and maintain for the life of this Agreement in the minimum amount of$1,000,000
per occurrence.
5) Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow form of the General Liability, Auto Liability and Employer's Liability.
This coverage shall be maintained for a period of no less than the later of three (3) years
after the delivery of goods/services or final payment pursuant to the Agreement.
b. CONTRACTOR shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
c. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or canceled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
d. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
20. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the CONTRACTOR is
an independent contractor with respect to the services provided pursuant to this Agreement. Nothing
in this Agreement shall be considered to create the relationship of employer and employee between
the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to
any benefits accorded CITY employees by virtue of the services provided under this Agreement. The
CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social
Security or for contributing to the state industrial insurance program, otherwise assuming the duties of
an employer with respect to CONTRACTOR, or any employee of CONTRACTOR.
21. COVENANT AGAINST CONTINGENT FEES. The 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 CONTRACTOR has not paid or agreed
to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this contract. For breach or violation of this warranty, the CITY
shall have the right to annul this Agreement without liability or, in its discretion to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
22. TRUTH-IN-NEGOTIATION CERTIFICATE.
a. Execution of this Agreement by the CONTRACTOR shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the date
of the Agreement and no higher than those charged to the CONTRACTOR's most favored
customer for the same or substantially similar service.
b. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside
CONTRACTORs. The CITY shall exercise its rights under this "Certificate" within one (1) year
following payment.
23. DISCRIMINATION PROHIBITED. The CONTRACTOR, with regard to the Services performed by it
under this Agreement,will not discriminate on the grounds of race, color, national origin, religion, creed,
age, sex, or the presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
24. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
25. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
26. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) calendar days after written notice by the CITY to the
CONTRACTOR for such termination in which event the CONTRACTOR shall be paid its
compensation for services performed to the termination date, including services reasonably
related to termination. In the event that the CONTRACTOR abandons the Agreement or
causes it to be terminated, the CONTRACTOR shall indemnify the CITY against loss pertaining
to this termination.
b. Termination for Cause. In addition to all other remedies available to CITY, this Agreement
shall be subject to cancellation by CITY for cause, should CONTRACTOR neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein contained,
if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by
CONTRACTOR of written notice of such neglect or failure.
27. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
28. UNCONTROLLABLE FORCES.
a. Neither the CITY nor CONTRACTOR shall be considered to be in default of this Agreement if
delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which,
by the exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
b. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
29. NOTICES. Notices to the CITY shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
With Copy to: Shawna G. Lamb, City Attorney
City of Boynton Beach
100 East Ocean Ave.
Boynton Beach, FL 33435
Telephone No. (561)742-6000
Notices to CONTRACTOR shall be sent to the following address:
Wolmer De Oliveira
Encop, Inc.
7858 S.W. 3rd Street
North Lauderdale, FL 33068
30. INTEGRATED AGREEMENT. This Agreement, together with attachments, exhibits, or addenda,
represents the entire and integrated agreement between the CITY and the CONTRACTOR and
supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may
be amended only by written instrument signed by both CITY and CONTRACTOR.
31. SOVEREIGN IMMUNITY.
a. CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing
in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the
immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may
be amended from time to time, or any successor statute thereof. To the contrary, all terms and
provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be
construed or resolved so as to insure CITY of the limitation from liability provided to any
successor statute thereof. To the contrary, all terms and provision contained in the Agreement,
or any disagreement or dispute concerning it, shall be construed or resolved so as to insure
CITY of the limitation from liability provided to the State's subdivisions by state law.
b. In connection with any litigation or other proceeding arising out of the Agreement, the prevailing
party shall be entitled to recover its own costs and attorney fees through and including any
appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees,
however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's
liability beyond the limits established in Section 768.28, Florida Statutes, as amended.
1) Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement shall be in a court of law. The CITY does
not consent to mediation or arbitration for any matter connected to this Agreement.
2) The parties agree that any action arising out of this Agreement shall take place in Palm
Beach County, Florida.
32. E-VERIFY.
a. CONTRACTOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described herein
below.
Definitions for this Section:
1) "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer
in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is
not limited to, a vendor or consultant.
2) "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for a salary, wages, or other
remuneration.
3) "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective
January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the
work authorization status of all newly hired employees. Contractor shall register for and utilize the
U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of:
1) All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
2) All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the City of Boynton Beach.
The Contractor acknowledges and agrees that registration and use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is
a condition of the contract with the City of Boynton Beach; and
3) The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility,"as amended from time to time. This includes, but is not limited
to registration and utilization of the E-Verify System to verify the work authorization
status of all newly hired employees. Contractor shall also require all subcontractors to
provide an affidavit attesting that the subcontractor does not employ, contract with, or
subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such
affidavit for the duration of the contract. Failure to comply will lead to termination of this
Contract, or if a subcontractor knowingly violates the statute, the subcontract must be
terminated immediately. Any challenge to termination under this provision must be filed
in the Circuit Court no later than twenty(20)calendar days after the date of termination.
Termination of this Contract under this Section is not a breach of contract and may not
be considered as such. If this contract is terminated for a violation of the statute by the
Contractor, the Contractor may not be awarded a public contract for a period of one
(1) year after the date of termination.
33. SCRUTINIZED COMPANIES 287.135 and 215.473.
By execution of this Agreement, CONTRACTOR certifies that CONTRACTOR is not participating
in a boycott of Israel. CONTRACTOR further certifies that CONTRACTOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,
and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
has CONTRACTOR been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the CITY will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The CITY shall provide notice, in writing, to CONTRACTOR of the CIT's
determination concerning the false certification. CONTRACTOR shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is discovered
during the active contract term, CONTRACTOR shall have ninety (90) days following receipt of the
notice to respond in writing and demonstrate that the determination of false certification was made
in error. If CONTRACTOR does not demonstrate that the CITY's determination of false certification
was made in error then the CITY shall have the right to terminate the contract and seek civil
remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time.
34. MISCELLANEOUS.
a. No assignment by a party hereto of any rights under or interests in the Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty
or responsibility under the Agreement.
b. CITY and CONTRACTOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns, and legal
representatives in respect of all covenants, agreements, and obligations contained in the
Agreement.
c. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
d. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the
CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that
is the subject of this Agreement. Payment of the invoice and acceptance of such payment by
CONTRACTOR shall release CITY from all claims of liability by CONTRACTOR in connection
with this Agreement.
e. At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's
property from all damage whatsoever on account of the Services being carried on under this
Agreement.
f. It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes,
ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal
agencies as applicable.
g. This Agreement represents the entire and integrated agreement between CITY and
CONTRACTOR and supersedes all prior negotiations, representations, or agreements, either
written or oral. This Agreement is intended by the parties hereto to be final expression of this
Agreement, and it constitutes the full and entire understanding between the parties with
respect to the subject hereof, notwithstanding any representations, statements, or
agreements to the contrary heretofore made. In the event of a conflict between this
Agreement, the solicitation, and the CONTRACTOR's proposal, this Agreement shall govern
then the solicitation, and then the CONTRACTOR's proposal.
h. This Agreement may be executed by hand or electronically in multiple originals or
counterparts, each of which shall be deemed to be an original and together shall constitute
one and the same agreement. Execution and delivery of this Agreement by the Parties shall
be legally binding, valid, and effective upon delivery of the executed documents to the other
party through facsimile transmission, email, or other electronic delivery.
i. Non-Exclusive; No Guaranty. This Agreement is non-exclusive and the CITY reserves the
right to award other contracts for work falling within the scope of this Agreement. No Task
Order(s) or minimum amount of work or compensation is guaranteed under this Agreement.
j. Any and all legal action necessary to enforce the terms of this Agreement shall be governed
by the laws of the State of Florida. Any legal action arising from the terms of this Agreement
shall be submitted to a court of competent jurisdiction located exclusively in Palm Beach
County.
k. Services Provided in Response to Natural Disaster / Emergency. CONTRACTOR provides
services that the CITY may require in the event of a hurricane or other disaster. CONTRACTOR
acknowledges and agrees that in such event, the CITY may apply to the State of Florida or the
federal government for funds which will be used to pay CONTRACTOR or reimburse the CITY
for payments made to CONTRACTOR. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Provider desires to be eligible to be awarded disaster
work and be compensated through federal funds. The CITY and CONTRACTOR agree that
with respect to any services or work performed or provided by CONTRACTOR or its
subcontractors under the Agreement arising or related to a disaster event, the provisions set
forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is attached hereto
as Exhibit A and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by CONTRACTOR of work or services required
as a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the
event of a conflict between the terms of the Agreement and the FEMA Requirements,the FEMA
Requirements shall govern and prevail
35. DEFAULT OF CONTRACT & REMEDIES.
a. Correction of Services. If, in the judgment of CITY, Services provided by CONTRACTOR do
not conform to the requirements of this Agreement,or if the Services exhibit poor workmanship,
CITY reserves the right to require that CONTRACTOR correct all deficiencies in the Services
to bring the Services into conformance without additional cost to CITY, and/or replace any
personnel who fail to perform in accordance with the requirements of this Agreement. CITY
shall be the sole judge of non-conformance and the quality of workmanship and performance
of Services.
b. Default of Contract.The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by CONTRACTOR:
1) The abandonment of the project by CONTRACTOR for a period of more than seven
(7) business days.
2) The abandonment, unnecessary delay, refusal of, or failure to comply with any of the
terms of this Agreement or neglect or refusal to comply with the instructions of the
CITY's designee.
3) The failure by CONTRACTOR to observe or perform any of the terms, covenants, or
conditions of this Agreement to be observed or performed by CONTRACTOR, where
such failure shall continue for a period of seven (7) business days after written notice
thereof by CITY to CONTRACTOR; provided, however, that if the nature of
CONTRACTOR's default is such that more than seven (7) business days are
reasonably required for its cure, then CONTRACTOR shall not be deemed to be in
default if CONTRACTOR commences such cure within said seven (7) business day
period and thereafter diligently prosecutes such cure to completion.
4) The assignment and/or transfer of this Agreement or execution or attachment thereon
by CONTRACTOR or any other party in a manner not expressly permitted hereunder.
5) The making by CONTRACTOR of any general assignment or general arrangement for
the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have
CONTRACTOR adjudged a bankruptcy, or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed against
CONTRACTOR, the same is dismissed within sixty (60) calendar days); or the
appointment of a trustee or a receiver to take possession of substantially all of
CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where
possession is not restored to CONTRACTOR within thirty (30) calendar days; for
attachment, execution or other judicial seizure of substantially all of CONTRACTOR's
assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not
discharged within thirty(30) calendar days.
c. Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR,
in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct
CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice
shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal,
failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent
by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such
declaration of default and terminate the Agreement. The Surety on the Performance Bond
shall within ten (10)calendar days of such declaration of default, rectify or cause to be rectified
any mismanagement or breach of service in the Agreement and assume the work of
CONTRACTOR and proceed to perform services under the Agreement, at its own cost and
expense.
1) Upon such declaration of default, all payments remaining due CONTRACTOR at the
time of default, less all sums due CITY for damages suffered, or expenses incurred by
reason of default, shall be due and payable to Surety. Thereafter the Surety shall
receive monthly payments equal to those that would have been paid by the
CONTRACTOR had the CONTRACTOR continued to perform the services under the
Agreement.
2) CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and
the facilities necessary for the completion of the Agreement, and charge the cost of
same to CONTRACTOR and/or the Surety together with the costs incident thereto to
such default.
3) In the event CITY completes the Agreement at a lesser cost than would have been
payable to CONTRACTOR under this Agreement, if the same had been fulfilled by
CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be
greater, CONTRACTOR shall pay the amount of such excess to the CITY.
4) Notwithstanding the other provisions in this Article, CITY reserves the right to terminate
the Agreement at any time, whenever the service provided by CONTRACTOR fails to
meet reasonable standards of the trade after CITY gives written notice to the
CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14)
calendar days of the receipt by CONTRACTOR of such notice from CITY.
36. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS
IN GOVERNMENT CONTRACTING.
CONTRACTOR is hereby notified of the provisions of section 287.05701, Florida Statutes, as
amended, that the CITY will not request documentation of or consider a CONTRACTOR's social,
political, or ideological interests when determining if the CONTRACTOR is a responsible
CONTRACTOR. CONTRACTOR is further notified that the CITY's governing body may not give
preference to a CONTRACTOR based on the CONTRACTOR's social, political, or ideological
interests.
37. PUBLIC ENTITY CRIME ACT.
CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR has been placed on the convicted vendor list.
38. COUNTRIES OF CONCERN.
CONTRACTOR represents that it is, and for the duration of the Term will remain, in compliance with
Section 286.101, Florida Statutes.
39. ANTI-HUMAN TRAFFICKING.
On or before the Effective Date of this Agreement, CONTRACTOR shall provide CITY with an affidavit
attesting that the CONTRACTOR does not use coercion for labor or services, in accordance with
Section 787.06(13), Florida Statutes.
40. PUBLIC RECORDS.
The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONTRACTOR shall
comply with Florida's Public Records Law. Specifically, the CONTRACTOR shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
c. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and, following completion of the contract, CONTRACTOR shall destroy all
copies of such confidential and exempt records remaining in its possession once the
CONTRACTOR transfers the records in its possession to the CITY; and
d. Upon completion of the contract, CONTRACTOR shall transfer to the CITY, at no cost to the
CITY, all public records in CONTRACTOR's possession All records stored electronically by
CONTRACTOR must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of the
CITY.
e. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and
year set forth below their respective signatures.
DATED this �Q�day of QC , 20 .
CITY OF BOYNTON BEACH ENCOP, INC.
l / doill L'"LI( / "J 'C/a t` ' /
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Ty Penser• Authorized Official Signature
9 ,r 20 of Wolmer F. De Oliveira
Date Print Name of Authorized Official
President
Title
Attest/Authenticated: 6/28/2024
Date
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Approved as to Form: ��``... Attest/Authenticated:
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Office of the City Attorney Secretary
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EXHIBIT A
FEDERALLY REQUIRED CONTRACT TERMS
The FEMA Reauirements shall only modify the Contract upon the provision by the Contractor of work
or services reauired as a result of a disaster,
The term "Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term "Contract" as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed or
provided by Contractor or its subcontractors under the Contract arising or related to a disaster event, the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA Requirements")
shall apply.The FEMA Requirements shall only modify the Contract upon the provision by Contractor of
work or services required as a result of a disaster.The terms and conditions of the Contract and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In the event of a
conflict between the terms of the Contract and the FEMA Requirements, the FEMA Requirements shall
govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The federal
funds appropriated by the Federal Emergency Management Agency (FEMA) will be administered through
the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other provisions
of the Contract, the FEMA Requirements will govern and prevail. Only FEMA provisions applicable
to the Contract shall apply.
C. Payment. Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies.
(1) Legal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other legal
or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any provision
of this article. The City shall recover its court costs and reasonable attorneys' fees in any legal
proceedings commenced to enforce the contract.
(2) Additional Remedies. In addition to any other remedies provided for in the contract or to which the City
may be entitled at law or in equity, in the event of a breach or violation of the Contract by the Contractor,
the Contractor shall be subject to debarment or suspension from consideration for the award of
additional contracts from the City, including but not limited to contracts related to disaster relief or
recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City.The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article by
any other legal means.
E. Termination or Suspension of Contract.
The City may, by written notice to the Contractor, suspend any or all of the City's obligations under the
Contract due to the Contractor's failure to comply with applicable law or the terms of the Contract until
such time as the event or condition resulting in such suspension has ceased or been corrected.
F. Termination for Cause. The City shall have the right to terminate the Contract for cause, in the event of a
breach of the contract terms, upon five (5)-calendar days written notice to Contractor. In the event of
termination, the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City shall
be liable for the payment of all portions of materials,supplies,services,and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work, materials,or services not performed or delivered to the City.
All other termination provisions in the Contract shall remain applicable.
G. Termination for Convenience. The City may terminate this Contract at its convenience with or without
cause upon written notice of termination to the Contractor. In the event of such a termination by the City,
the City shall be liable for the payment of all Work properly performed prior to the effective date of
termination and for all portions of materials, supplies, services, and facility orders which cannot be
canceled and were placed prior to the effective date of termination and other reasonable costs associated
with the termination. Notwithstanding the preceding, under no circumstances shall the City be liable to the
Contractor for lost profits or overhead for work, materials, or services not performed or delivered to the
City.All other termination provisions in the Contract shall remain applicable.
H. Chanaes to Contract. Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations, and mutually
agreed, may be made part of the Contract by written amendment duly executed by City and Contractor.
I. Faual Emolovment O000rtunitv.
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, 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, sexual orientation, gender
identity, 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 consideration for employment without
regard to race,color, religion,sex, sexual orientation, gender identity, 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 contractor understanding,a notice to be provided advising
the said labor union or workers' representatives of the contractors 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 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 of this contract
or with any of the said rules, regulations, or orders, his 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 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 (8) 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. The applicant further agrees that it will be bound by the
above equal opportunity clause with respect to its own employment practices when it participates in
federally assisted construction work: Provided, if the applicant so participating is a State or local
government, the above equal opportunity clause is not applicable to any agency, instrumentality or
subdivision of such government which does not participate in work on or under the contract. The
applicant agrees that it will assist and cooperate actively with the administering agency and the
Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will
furnish the administering agency and the Secretary of Labor such information as they may require for
the supervision of such compliance, and that it will otherwise assist the administering agency in the
discharge of the agency's primary responsibility for securing compliance. The applicant further agrees
that it will refrain from entering into any contract or contract modification subject to Executive Order
11246 of September 24, 1965,with a contractor debarred from,or who has not demonstrated eligibility
for, Government contracts and federally assisted construction contracts pursuant to the Executive
Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as
may be imposed upon contractors and subcontractors by the administering agency or the Secretary of
Labor pursuant to Part 11, Subpart D of the Executive Order. In addition, the applicant agrees that if
it fails or refuses to comply with these undertakings, the administering agency may take any or all of
the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan,
insurance, guarantee); refrain from extending any further assistance to the applicant under the
program with respect to which the failure or refund occurred until satisfactory assurance of future
compliance has been received from such applicant; and refer the case to the Department of Justice
for appropriate legal proceedings
J. Civil Rights.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) Agg. In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended,
42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities, and which prohibits discrimination in the areas of employment, public
accommodations, transportation, telecommunications and government services.
K. Davis Bacon Act and Copeland Anti-Kickback Act.
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act--40 USC s. 3145)
In situations where the Davis-Bacon Act does not apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if applicable)
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to 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.
(3) The Contractors will pay wages not less than once a week.
Compliance with Copeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt.3 as may be applicable,which are incorporated by reference into this
contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach.A breach of the contract clauses above may be grounds for termination of the contract, and
for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
L. Contract Work Hours and Safety Standards Act.
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics or
laborers; 29 CFR Part 5; 2 CFR Part 22, Appendix II, E)
(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. U. S. Department of Homeland Security Headquarters 500 C St
SW Washington, D.C. 20042.
(2)Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (b)(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 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 (b)(1)of this section, in the sum
of$27 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 (b)(1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) 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 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 (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph (b)(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 (b)(1)through (4)of this section.
M. Right2.14.1cy.ntl4us_IafIt1n ?r a Contract or Num-grit.
(Applicable if FEMA award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a)
and the non-Federal entity 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". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and
Federal Assistance to Individuals and Households- Other Needs Assistance Grant Program. 37 CFR
Part 401; 2 CFR Part 200, Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
N. Clean Air Act and the Federal Water Pollution Control Act.
(Applicable to Contracts in Excess of$150,000)
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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
Federal Water 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, Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(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 FEMA.
O. Certification Regarding Debarment. Suspension. Ineligibility and Voluntary Exclusion.
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order 12689, 2
CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out below.
b. The inability of a person to provide the certification set out below will not necessarily
result in denial of participation in this covered transaction.The Contractor shall submit
an explanation of why it cannot provide the certification set out below.The certification
or explanation will be considered in connection with the department or agency's
determination whether to enter into this transaction. However,failure of the Contractor
to furnish a certification or an explanation shall disqualify such a person from
participation in this transaction.
c The Contractor shall provide immediate written notice to the department or agency
to whom this proposal is submitted if any time the prospective primary participant
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
d. 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).
e. 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.
f. 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, and
the City,the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment.
g The Contractor 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
the Contract. The Contractor further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
P. Certification Regarding Use,pf Contract F.undslor Lobbying - Byrd Anti-Lobbying.
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicableto contracts in excess of$100,000. 2 CFR Part 200,
Appendix II)
Contractors with contracts 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
City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum,to the best of his or her knowledge and belief,
that:
a. 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 any Federal 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, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
b. 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
Federal 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.
c. This certification is a material representation of the 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. 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.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000, and
that all such recipients shall certify and disclose accordingly.
e. The Contractor, 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. Chap. 38, Administrative Remedies for
False Claims and Statements, apply to this certification and disclosure, if any.
P. Procurement of Recovered Materials.
(Applicable to all FEMA contracts, 42 USC s. 6962; 2 CFR Part 200, Appendix II, K; 2 CFR s. 200.322)
(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-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items, is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qovismm/comprehensivebrocurement-quideline-cm-procirams
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the
Solid Waste Disposal Act."
0. Compliance with Federal Law.Regulations. and Executive Orders.
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, and as amended from to time, including but not
limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Compliance with State and Federal Reporting Reauirements. The contractor and its subcontractors
shall comply with and the Contract is subject to the requirements and regulations of the Federal
Emergency Management Agency and the State of Florida Division of Emergency Management
pertaining to reporting.
S. Jmmiaration and Naturalization Act.
(Applicable to all FEMA contracts}
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC§1324a(e)
[§274A(a)(1) and(e)] of the Immigration and Nationality Act] and such employment of unauthorized
aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. Jndemnitv of Funding Entities.
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration),and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses,fees,
fines, penalties, suits, proceedings, actions and cost of actions, including attorneys' fees for trial and
appeal, and for the preparation of same arising out of Contractor's, its officers, agents, employees,
and subcontractors'acts or omissions associated with this Contract.
U. Performance and Payment Bonds.
(Applicable to all FEMA Construction Contracts)
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond, executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value, which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials, and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Supplies.
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for public
use under this Contract have been produced in the United States as required by 41 USC §10a, unless
it would not be in the public interest or unreasonable in cost.
W. Access to Records.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XON)
(1) The Contractor agrees to provide the City, State, FEMA, 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 the 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 FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under the
Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract,except in the event of litigation or settlement of claims arising from the
performance of the Contract, in which case Contractor agrees to maintain same until the City,
the State, FEMA, the Comptroller General, or any of their duly authorized representatives,
have disposed of all such litigation, appeals, claims or exceptions related thereto.
(5) In compliance with the Disaster Recovery Act of 2018,the City and the Contractor acknowledge
and agree that no language in this contract is intended to prohibit audits or internal reviews by
the FEMA Administrator or the Comptroller General of the United States.
X. PHS Seal. Logo and Flaas.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses of
OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Related Acts.
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. No Obligation by the Federal Government.
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the contract.
AA. Additional FEMA Provisions.
(
(1) Affirmative Socioeconomic Steps. If subcontracts are to be let, the prime contractor is required to
take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5)to ensure that small and minority
businesses, women's business enterprises, and labor surplus area firms are used when possible.
(2) Copyrights and Data Rights.The Contractor grants to the City a paid-up, royalty-free, nonexclusive,
irrevocable, worldwide license in data first produced in the performance of this Contract to
reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the
public, and perform publicly and display publicly such data. For data required by the Contract but
not first produced in the performance of this Contract,the Contractor will identify such data and grant
to the City or acquires on its behalf a license of the same scope as for data first produced in the
performance of this contract. Data, as used herein, shall include any work subject to copyright under
17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code,
music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other
audiovisual works, sound and/or video recordings, and architectural works. Upon or before the
completion of this contract, the Contractor will deliver to the City data first produced in the
performance of this contract and data required by the contract but not first produced in the
performance of this contract in formats acceptable by the City.
BB. Subcontracts. (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.