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R24-259 1 RESOLUTION NO. R24-259 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 4 BEACH, FLORIDA, AWARDING INVITATION TO BID NO. UTL24-041 5 FOR DIESEL/PROPANE GENERATOR AND BYPASS PUMP 6 MAINTENANCE AND REPAIR SERVICES TO ZABATT ENGINE SERVICES, 7 INC., D/B/A ZABATT POWER SYSTEMS; APPROVING AN AGREEMENT 8 WITH ZABATT ENGINE SERVICES, INC., D/B/A ZABATT POWER 9 SYSTEMS FOR AN ANNUAL AMOUNT NOT TO EXCEED AMOUNT OF 10 $160,000; AND FOR ALL OTHER PURPOSES. 11 12 WHEREAS, on September 12, 2024, the Procurement Division opened and tabulated four 13 (4) bids for Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services.All bids 14 were reviewed by the Procurement Division, the Utilities Division Directors for Field Operations, 15 Water Quality and Treatment, and the Project Manager for Public Works, Engineering. It was 16 determined to recommend the award to Zabatt Engine Services,Inc., d/b/a Zabatt Power Systems. 17 WHEREAS, the City seeks a maximum of one qualified contractor to furnish, install, and 18 provide labor and materials for the maintenance and repairs to its emergency diesel/propane 19 power generators, both portable and stationary, and bypass pumps located throughout the City 20 of Boynton Beach. Maintenance will be performed quarterly and annually, and repairs will be 21 performed on an "as needed" basis; and 22 WHEREAS, the contract will automatically renew for up to three (3) additional one-year 23 terms unless at least sixty (60) days prior to the renewal date, either party gives the other party 24 written notice of the intent to not renew for the additional term; and 25 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 26 best interests of the city's citizens and residents to award Invitation to Bid No. UTL24-041 for 27 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services to Zabatt Engine 28 Services, Inc., d/b/a Zabatt Power Systems, and approve an Agreement with Zabatt Engine 29 Services, Inc., d/b/a Zabatt Power Systems for an annual amount not to exceed amount of 30 $160,000. 31 32 33 34 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 35 BEACH, FLORIDA, THAT: 36 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 37 being true and correct and are hereby made a specific part of this Resolution upon adoption. 38 SECTION 2. The City Commission of the City of Boynton Beach, Florida, hereby awards 39 Invitation to Bid No. UTL24-041 for Diesel/Propane Generator and Bypass Pump Maintenance and 40 Repair Services to Zabatt Engine Services, Inc., d/b/a Zabatt Power Systems. 41 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby 42 approve an Agreement between Zabatt Engine Services, Inc., d/b/a Zabatt Power Systems, and 43 the City for Diesel/Propane Generator and Bypass Pump Maintenance and Repair for an annual 44 amount not to exceed amount of $160,000 (the "Agreement"), in form and substance similar to 45 that attached as "Exhibit A." 46 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby 47 authorizes the Mayor to execute the Agreements. The Mayor is further authorized to execute any 48 ancillary documents required under the Agreement or necessary to accomplish the purposes of 49 the Agreement, and this Resolution, including any term extensions as provided in the Agreement, 50 provided such documents do not modify the financial terms/material terms. 51 SECTION 5. The fully executed Agreement shall be retained by the City Clerk as a public 52 record of the City. A copy of the fully executed Agreement shall be provided to Tremaine Johnson 53 and Taralyn Pratt to forward to the Vendor. 54 SECTION 6. This Resolution shall take effect in accordance with law. 55 56 [signatures on the following page] 57 58 PASSED AND ADOPTED this day of Oedtb-ec- 2024. 59 CITY OF BOYNTON BEACH, FLORIDA 60 YES NO 61 Mayor-Ty Penserga 62 63 Vice Mayor-Aimee Kelley 64 65 Commissioner-Angela Cruz 66 / 67 Commissioner-Woodrow L. Hay 68 69 Commissioner-Thomas Turkin OSS 70 71 VOTE —1-0 72 ATTES : 73 74 .'�-�� APP 202 75 Maylee D= Je MPA MC Ty P=i -r ga 76 City Clerk Ma dr 77 78 1.- � APPROVED AS TO FORM: 79 (Corporate Seal) ��pY N Tp4,‘ 80 O G�RPORxy..,:�q 1 81 e SEAL ' _'� ��lc/r�k ve 82 e•. INCORPORATED , Shawna G. Lamb 14 1920 f 83 11 City Attorney 1‘ 1 11%.FCORIDP V OM tO \ I u o ir ETON AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND ZABATT POWER SYSTEMS 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, FL 33435, hereinafter referred to as "CITY", and Zabatt Engine Services, Inc. d/b/a Zabatt Power Systems a corporation authorized to do business in the State of Florida, with a business address of 4612 Highway Avenue, Jacksonville, FL 32254, hereinafter referred to as the "VENDOR," each a "Party" and collectively the "Parties." In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. 1. PROJECT DESIGNATION. The VENDOR is retained by the CITY to provide the services, work, and all labor, parts, and materials related as described in Bid No. UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Service. 2. SCOPE OF SERVICES. VENDOR agrees to perform the services required for the Diesel/Propane Generator and Bypass Pump Maintenance and Repair Service on an as-needed basis by way of individual Purchase Orders or Task Orders. If work is ordered by Task Order,the Parties shall complete a Task Order in substantially the form attached hereto as Exhibit A, which shall describe the specific scope of work, identify the location, compensation, any applicable special terms or conditions, and the project schedule and shall be signed by the CITY and VENDOR. Time shall be of the essence for each Task Order. The terms and conditions of Bid No. UTL24-041 and VENDOR's bid are expressly incorporated into this Agreement by reference. Any conflict or discrepancy between the terms of this Agreement, Bid No. UTL24-041, and VENDOR's bid, shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) Bid No. UTL24-041; and 3. VENDOR's bid. 3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written notice by the CITY to the VENDOR to proceed and issuance of a Task Order or Purchase Order. VENDOR shall perform all services and provide all work product required pursuant to this Agreement. 4. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on October 16, 2024, and shall remain in effect through October 15, 2026, unless otherwise terminated in accordance with this Agreement ("Initial Term"). Upon the expiration of the Initial Term or any renewal term, this Agreement shall automatically renew for up to three (3) additional one-year terms (each a "Renewal Term") unless at least sixty (60) days prior to the renewal date, either party gives the other party written notice of the intent to not renew for the additional term. Both the Initial Term and all Renewal Term(s) shall be collectively referred to as the "Term". The City reserves the right to extend automatically for a period not to exceed an additional one hundred eighty (180) calendar days by filling a written notice signed by the vendor to the City's Purchasing Department in order to provide the City with continuing service. At no time shall this extended transitional period extend more than one hundred eighty (180) calendar days beyond the expiration date of the existing Contract/Agreement. The Vendor will be reimbursed for the services at the rate in effect when this transitional period clause was invoked. Any requested price increase will be subject to the City's approval at one (1) year renewals. No price changes shall be authorized during the Initial Term. Any requested price adjustment shall be fully documented and submitted to the City for consideration at least 60 calendar days prior to the respective term anniversary date. Price adjustment/increase for any one-year term will be subject to City's Commission approval. The price increase percentage change shall not exceed the previous 1-year's percentage change of the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Department of Labor's Bureau of Labor Statistics, or a maximum of five percent (5%). Any UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-1 approved price adjustments shall become effective on the beginning date of the approved bid extension. 5. MAXIMUM AMOUNTS AND PAYMENT. The VENDOR shall be paid by the CITY for completed work and for services rendered in accordance with the Schedule of Prices attached to this Agreement as Exhibit B, in accordance with the following: 5.1 Maximum Amounts. For all work performed under this Agreement, CITY will pay VENDOR a maximum amount not to exceed $160,000 per year based on the rates in VENDOR's bid. The annual not to exceed amount for each user department is set forth below. Additional departments may be added from time to time by written amendment to this Agreement. City Department Annual Not To Exceed Amount Utilities Department $ 130,000 Public Works- Facilities $ 30,000 5.2 Payment. A. Payment for the work provided by VENDOR shall be made promptly on all invoices submitted to the CITY properly, provided that the total amount of payment to VENDOR shall not exceed the total contract price without express written modification of the Agreement signed by the City Manager or designee as approved by the City Commission as required. B. The VENDOR may submit invoices to the CITY once per month during the progress of the work for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. C. Final payment of any balance due to the VENDOR of the total contract price earned will be made promptly upon CITY's ascertainment, verification, and acceptance that the Work is completed in accordance with this Agreement. D. Payment as provided in this section by the CITY shall be full compensation for Work performed, including services rendered and all materials, supplies, equipment, and incidentals necessary to complete the Work. E. The VENDOR'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. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications, and other materials produced by the VENDOR 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 VENDOR shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. 7. COMPLIANCE WITH LAWS. VENDOR shall, in performing the Work 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 Work rendered under this Agreement. 8. INDEMNIFICATION. A. The VENDOR 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 through the conclusion of any appeals,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 VENDOR, its employees,agents, partners, principals or subcontractors.The UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-2 VENDOR 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. 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. 9. INSURANCE. A. During the performance of the Work under this Agreement, VENDOR 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. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any Work pursuant to this Agreement: i. Worker's Compensation Insurance: The VENDOR 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. ii. Comprehensive General Liability: The VENDOR 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 12, "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. VENDOR 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) days prior written notice to the CITY. iii. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR 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 VENDOR or by anyone directly or indirectly employed by the VENDOR. iv. 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 the Risk Management Insurance Advisory 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. UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-3 B. VENDOR 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 cancelled 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. 10. INDEPENDENT CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent contractor with respect to the Work 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 VENDOR nor any employee of VENDOR 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 VENDOR, or any employee of VENDOR. 11. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that VENDOR has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. 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 contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 12. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, gender, disability, marital status, political affiliation, pregnancy, gender identity and expression, sex or the presence of any physical or sensory handicap in the selection and retention of employees, procurement of materials or supplies, or in the performance of any Work pursuant to this Agreement. 13. ASSIGNMENT. The VENDOR shall not sublet or assign any of the Work covered by this Agreement without the express written consent of the CITY. 14. 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. 15. TERMINATION. A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience upon fourteen (14) business days of written notice by the CITY to the VENDOR, in which event the VENDOR shall be paid its compensation for services performed through the termination date, including services reasonably related to termination. In the event that the VENDOR abandons this Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. This Agreement may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within thirty(30) calendar days after receipt UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-4 of written notice from the aggrieved party identifying the breach. This Agreement may be terminated for cause by CITY for reasons including, but not limited to, VENDOR's failure to suitably or continuously perform the services in a manner calculated to meet or accomplish the objectives in this Agreement, or repeated submission (whether negligent or intentional) for payment of false or incorrect bills or invoices. C. In the event of the death of a member, partner, or officer of the VENDOR, or any of its supervisory personnel assigned to the project, the surviving members of the VENDOR hereby agree to complete the work under the terms of this Agreement, if requested to do so by the CITY. This section shall not be a bar to renegotiations of this Agreement between surviving members of the VENDOR and the CITY, if the CITY so chooses. D. Notice of termination shall be provided in accordance with the "Notices" section of this Agreement. E. In addition to any termination rights stated in this Agreement, CITY shall be entitled to seek any and all available contractual or other remedies available at law or in equity, including recovery of costs incurred by CITY due to VENDOR's failure to comply with any term(s)of this Agreement. 16. 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 exclusively in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 17. NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested, and if sent to CITY shall be mailed to: Daniel Dugger, City Manager City of Boynton Beach 100 East Ocean Ave., Boynton Beach, FL 33435 Telephone No. (561)742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Michael Sabatier Address: 4612 Highway Avenue Jacksonville, FL 32254 Phone: (904) 384-4505 Email: Michael.sabatier@zabatt.com 18. PUBLIC RECORDS. The Vendor shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the Work; 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, VENDOR shall destroy all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-5 D. Upon completion of the contract, VENDOR shall transfer to the CITY, at no cost to the CITY, all public records in VENDOR's possession All records stored electronically by VENDOR 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. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK'S OFFICE 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CityClerk@bbfl.us 19. UNCONTROLLABLE FORCES. A. Neither the CITY nor VENDOR 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 that 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. 20. SCRUTINIZED COMPANIES. By execution of this Agreement,VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR 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 VENDOR 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 VENDOR of the CITY's determination concerning the false certification. VENDOR 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, VENDOR 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 VENDOR 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. 21. E-VERIFY. VENDOR is used interchangeably with CONTRACTOR throughout this Section. VENDOR 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. A. Definitions for this Section: UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-6 i. "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 salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary, wages, or other remuneration. iii. "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. B. 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: i. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; ii. 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 iii. 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. 23. MISCELLANEOUS. A. No assignment by a party hereto of any rights under or interests in this 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 this Agreement. B. CITY and VENDOR each binds itself, its 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 this 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 VENDOR, as well as all UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-7 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 VENDOR shall release CITY from all claims of liability by VENDOR in connection with this Agreement. E. At all times during the performance of this Agreement, VENDOR shall protect CITY's property from all damage whatsoever on account of the work being carried on under this Agreement. F. It shall be the VENDOR'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 VENDOR and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement is intended by the parties hereto to be the 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 VENDOR's bid proposal, this Agreement shall govern then the solicitation, and then the bid proposal. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. H. This Agreement will take effect on the Effective Date. 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 Purchase Order(s), Task Order(s), or minimum amount of work or compensation is guaranteed under this Agreement. 24. DEFAULT OF CONTRACT & REMEDIES. A. Correction of Work. If, in the judgment of CITY, Work provided by VENDOR does not conform to the requirements of this Agreement, or if the Work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the Work to bring the work 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. 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 VENDOR : i. The abandonment of the project by VENDOR for a period of more than seven (7) business days. ii. 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. iii. The failure by VENDOR to observe or perform any of the terms, covenants, or conditions of this Agreement to be observed or performed by VENDOR, where such failure shall continue for a period of seven (7) days after written notice thereof by CITY to VENDOR; provided, however, that if the nature of VENDOR 's default is such that more than seven (7) days are reasonably required for its cure,then VENDOR shall not be deemed to be in default if VENDOR commences such cure within said seven (7) day period and thereafter diligently prosecutes such cure to completion. iv. The assignment and/or transfer of this Agreement or execution or attachment thereon by VENDOR or any other party in a manner not expressly permitted hereunder. v. The making by VENDOR of any general assignment or general arrangement for the benefit of UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-8 creditors, or the filing by or against VENDOR of a petition to have VENDOR 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 VENDOR,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 VENDOR's assets, or for VENDOR's interest in this Agreement,where possession is not restored to VENDOR within thirty(30)calendar days;for attachment, execution or other judicial seizure of substantially all of VENDOR 's assets, or for VENDOR'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 VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay, refusal, failure, neglect, or default is not cured within seven (7) business days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. i. 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 VENDOR together with the costs incident thereto to such default. ii. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater,VENDOR shall pay the amount of such excess to the CITY. iii. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time, whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 25. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 26. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR 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 VENDOR'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 vendors. The CITY shall exercise its rights under this "Certificate" within one (1) year following payment. 27. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. Vendor represents and certifies: (i) Vendor is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in Vendor; and (iii) Vendor is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to Vendor and any subcontractor having access to personal identifying information pursuant to this Agreement,Vendor and any subcontractor shall submit to City executed affidavit(s)under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-9 requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 28. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. SIGNATURE PAGE FOLLOWS UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-10 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and year set forth below their respective signatures. CITY OF BOYNTON BEACH ZABATT ENGINE SERVICES, INC. t / T �_ .. ( 41111 Ty Pens; -.rr, V!yor V ignature), Zab.tt ngine Services, Inc. -T g/C/ii9& ,520/9 ri e Date: /o//b e0Zy Print Name of Authorized Official PRECiDE.vr Title Date: /•.27/.0?)0„?y (Corporate Seal) Attest/Authenticated: Witness41 f r, L Print Name Approved as to Form: hier L 1 Y4p76 '�o� g0YNrO�% 1 Shawna G. Lamb, % •_GORf>oR•r 1 Offic: • he City Attorney •,` • �F•.•F-��# • SEAI •:cl U: -� := i : INCORPORATED i• IL 4. te.__ �'• 1920 I 1 Maylee D_ J-. s, City Clerk •.•••' UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-11 • "" .5. •die. 4.1, 1. • \ I 6 it -", ( EXHIBIT A FORM OF TASK ORDER G\TY OF O U ~TON CITY OF BOYNTON BEACH Services Task Order Task Order No. Contractor: ("Contractor") 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Services. A detailed scope of services under this Task Order, in accordance with the Agreement, is attached as Exhibit 3. Deliverables and Schedule. Contractor shall complete the services or deliver to the City the deliverables specified at the time indicated on the attached Exhibit 4. Compensation. The total Fee to be paid to Contractor under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the Services Agreement,dated , 20 , by and between the City of Boynton Beach and , Contract No. 6. Insurance. Contractor shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-12 8. Notice to Proceed. Contractor shall commence Services under this Task Order upon receipt of a fully executed Task Order and PO from the City. CONTRACTOR: CITY OF BOYNTON BEACH By: _ By: Ty Penserga, Mayor Print Name: Date: , 20 Date: , 20_ City Attorney's Office Approved as to form and legality By: UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-13 EXHIBIT B SCHEDULE OF PRICES (TO BE INSERTED AFTER BID AWARD) UTL24-041 Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services A-14 UTL24-041-Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services-Overview of Specifications and Schedule of Prices •oleo from ora,wive,Jeb.irmn.r are cola ellen,.€..d e,mla a.Wer ant duo date and a4 du.time.All aaen submitted in respm.a m thos...ion,d.,,v.r eo.ev,eeea as sea. Bid Due Date:September 12,2024 Bid Due Time:2:30 P.M. Mepwattage LLC Zabatt Power Systems Nixon Power SeM0es LLC Tampa Armature Works,dba Integrated Power 850 SW 21 Terrace 4612 Highway Avenue 4475 Parkbreeze Court Services(IPS) Fort Lauderdale,FL 33312 Jacksonville,FL 32254 Orlando,FL 32808 6312 78th Street Contact:David Brenner Contact:Michael Sabatier Contact:Jeffrey Durner Riverview,FL 33578 BID COMPLIANT CHECK Contact:Dana Welch Contact:Andrew Wire Contact:David Franklin Contact:Luis Robles Email:dbrenner@megawattage.com Email:michael.sabater@zabatt.com Email:ldumer@nlxonpower.com Email:luls.robles@tawlnc.com Email:dana.welch@megawattage.com Email:bids@zabatt.com Email:orlavdoserrncetenl.,onpo.ver.com Email:anward.bellotnnl@Ips.us Phone:305-632-3273 Email:seMce@zabatt.com Phone:386-837-4956 Phone:954-263-1879 Phone:954-401-7942 Phone:904-384-4505 Phone:688-826-4966 Phone:813-840-3500 schedule/SpectRcatlons Phone:352-299-3487 BID PROPOSAL-Standard Labor Rate 5105.93 $130.00 5160.00 5250.00 BID PROPOSAL-Emergency Labor Rate $158.90 $195.00 $240.00 $375.00 BID PROPOSAL-Premium Labor Rate $15890 $260.00 $320.00 $500.00 BID PROPOSAL-Material Pricing 20.00% 20.00% 30.00% 25.03% BID PROPOSAL-Fixed Cost Per Generator(TASK 1-<7S KW) $211.86 $170.00 5250.00 5150.03 BID PROPOSAL-Fixed Cost Per Generator(TASK 1-75-260 KW) $211.66 $180.00 $250.00 $200.00 BID PROPOSAL-Fixed Cost Per Generator(TASK 1-0260 KW) $211.66 $220.00 5250.00 5300.00 BID PROPOSAL-Fixed Cost Per Generator(TASK 2.475 KW) 51,127.67 $480.00 $1,600.00 $625.00 BID PROPOSAL-Fixed Cost Per Generator(TASK 2-75.260 KW) 51,603.82 $550.00 $2,100.00 5720.00 BID PROPOSAL-Fixed Cost Per Generator(TASK 2-0260 KW) $5,200.70 $785.00 $4,500.00 52,5013.00 Fixed Cost Per Generator(Installation Non-Resemble Meter<75KW) $500.00 $400.00 $2,500.00 $640.00 Fixed Cost Per Generator(Installation Non-Resemble Meter 75-260 KW) $500.00 $500.00 $2,500.00 $640.00 Fixed Cost Per Generator(installation Non-Resettable Meter<260KW) $500.00 $600.18 $2,500.00 $640.00 Bid Form Included Included Included Included Bid Bond 5% Included Included Included Included Bidders Qualification Statement Included Included Included Included Anti-Kickback Affidavit Included Included Included Included Non-Collusion Affidavit Included Included-None included Included (-Verify Form Pursuant to F.S.448.095 Included Included included Included Certification Pursuant to F.S.287.135 Included Included included Included Affidavit of Compliance with Foreign Entity Laws Included Included included Included Affidavit of Compliance with Anti-Human Trafficking laws Included Included included Included Bidder's Site Inspection Form included Included Included Included W-9 Included Included included Included Divisions of Corporation Megawattage LLC-Active, Divisions of Corporations Zabatt Engine Services,Inc.• No Certlfications/Licenses Provided Kohler-Industrial Power Systems Service Technician I Florida dbpr Certified Electrical Contractor David A. Active,Florida dbpr Certified Building Contractor Orange County Local Business Tax Receipt K 1083642 -Tyler Sanabria,Kohler-Gaseous Engine Service Brenner Lk*EC13012482 Exp.08/31/26,Certificate Jeremy Asher Siegel Lid CBC1257077 Exp.08/31/26,Exp.09/30/24,Divisions of Corporations Nixon Power Technician I-David Villa,Kohler-Large Diesel Engine of Training Megawattage LLC for Maintenance and Certified Electrical Contractor Jeremy Asher Siegel Services LLC-Active. Service Technician Ill-David Villa,Kohler-Small Service of Multiquip DCA Generators,Certificate of Lid EC13013144 Exp.08/31/26,Duval County Local Diesel Engine Service Technician II-David Villa, Recognition Megawattage LLC-Isuzu Motors Business Tax Receipt Lid 174897 Exp.09/30/24,113TR Kohler-Industrial Power Systems Service Technician I America LLC,Unfied Carrier Registration(UCR) Lid 78916 Exp.09/30/24,113TR Lid 304732 Exp. -David Villa,Kohler-Industrial Power Systems Megawattage LLC UCR Confirmation 8 0000439-2736 09/30/24. Service Technician Ill-Roy Arnold,Kohler-Gaseous Compliance Exp.12/31/24,Broward County Local Engine Service Technician I-Roy Arnold,Kohler- Business Tax Receipt-business tax account 8 185938 Large Diesel Engine Service Technician II-Roy Arnold, Exp.09/30/25. Certificate of Training-KD Series K148 Diesel Engines (KD700-KD750)-Roy Arnold,Kohler-Gaseous Engine Service Technician I-Tyler Sanabria,Kohler-Large Diesel Engine Service Technician I-Tyler Sanabria, Kohler-Small Diesel Engine Service Technician I- Tyler Sanabria,City of Pompano Beach Business Tax Receipt(TAW Power Systems)Receiptt124-00065281 Exp.09/30/24,Receipt*24-00065282 Exp. 09/30/2024 Certificates,Licenses,Business Permits Addenda Acknowledgement(1-31 Acknowledged Acknowledged Acknowledged Acknowledged Confirmation of Minority Owned Business No No No No Conflict of interest No No No No Local Business Status Certification No No No No Letter of interest Yes Yes Yes Yes References included Included Included Included Subcontractors None None None None Comment: Electronic Opened by:Bids&Tenders on September 12,2024 Compliance Tabulation by:Theresa Gonzalez,Sr.Buyer-Utilities on September,18,2024 UTL24-041-Diesel/Propane Generator and Bypass Pump Maintenance and Repair Services-Overview of Specifications and Schedule of Prices Megawattage LLC Zabatt Power Systems Nixon Power Services LLC Tampa Armature Works,dba 850 SW 21 Terrace 4612 Highway Avenue 4475 Parkbreeze Court Integrated Power Services(IPS) Fort Lauderdale,FL 33312 Jacksonville,FL 32254 Orlando,FL 32808 6312 78th Street Riverview,FL 33578 Schedule/Specifications Submission 1 Submission 1 Submission 1 Submission 1 BID PROPOSAL-Standard Labor Rate $105.93 $130.00 $160.00 $250.00 BID PROPOSAL-Emergency Labor Rate $158.90 $195.00 $240.00 $375.00 BID PROPOSAL-Premium Labor Rate $158.90 $260.00 $320.00 $500.00 BID PROPOSAL-Material Pricing 20.00% 20.00% 30.00% 25.00% BID PROPOSAL -Fixed Cost Per Generator(TASK 1-<75 KW) $211.86 $170.00 $250.00 $150.00 BID PROPOSAL-Fixed Cost Per Generator(TASK 1-75-260 KW) $211.86 $180.00 $250.00 $200.00 BID PROPOSAL-Fixed Cost Per Generator(TASK 1->260 KW) $211.86 $220.00 $250.00 $300.00 BID PROPOSAL-Fixed Cost Per Generator(TASK 2-<75 KW) $1,127.67 $480.00 $1,600.00 $625.00 BID PROPOSAL -Fixed Cost Per Generator(TASK 2-75-260 KW) $1,603.82 $550.00 $2,100.00 $720.00 BID PROPOSAL-Fixed Cost Per Generator(TASK 2->260 KW) $5,200.70 $785.00 $4,500.00 $2,500.00 Fixed Cost Per Generator(Installation Non-Resettable Meter<75KW) $500.00 $400.00 $2,500.00 $640.00 Fixed Cost Per Generator(Installation Non-Resettable Meter 75-260 KW) $500.00 $500.00 $2,500.00 $640.00 Fixed Cost Per Generator(Installation Non-Resettable Meter>260KW) $500.00 $600.00 $2,500.00 $640.00 Comments: City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co.of"B+"or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City:(NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits,based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 ------------------------------------------------------------- Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe' $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE:ADVISORYFORM Revised 04/2021 INSURANCE ADVISORY IA-1