R25-008 RESOLUTION NO. R25-008
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, AWARDING REQUEST FOR QUALIFICATIONS NO.
5 CS24-053 FOR PRE-QUALIFICATION OF CONTRACTORS FOR CITYWIDE
6 PAINTING & COATING SERVICES TO ALL COUNTIES PAINTING, LLC,
7 RMJ MAINTENANCE CORP., MAV PAINT CONTRACTORS, INC., AND
8 THOUSAND AND ONE PAINTING, AS PRIMARY CONTRACTORS, AND
9 MARIOS PAINTING AND SERVICES, INC., AND FIVE12 PAINTING &
10 REMODELING AS ALTERNATE CONTRACTORS; APPROVING
11 AGREEMENTS WITH THE AWARDED CONTRACTORS; PROVIDING FOR
12 SEVERABILITY; PROVIDING FOR AN EFFECTIVE DATE; AND FOR ALL
13 OTHER PURPOSES.
14
15 WHEREAS, on September 30, 2024, a Request for Qualification ("RFQ")was advertised and
16 submittals were opened, wherein the City received a total of eleven proposals to RFQ CS24-053
17 for the Pre-Qualification of Contractors for Citywide Painting & Coating services; and
18 WHEREAS, a Public Evaluation/Selection Committee meeting consisting of City staff
19 evaluated, scored, and ranked eleven (11) proposals and recommends awarding the six (6) top-
20 ranked proposers a contract; and
21 WHEREAS, the four (4) top-ranked proposers were ranked as Primary Painting
22 Contractors, with the remaining two (2) proposers as Alternate Painting Contractors; and
23 WHEREAS, the Public Evaluation/Selection Committee has ranked the proposals as
24 follows:
25 Primary
26 Rank 1 —All Counties Painting, LLC d/b/a People's Choice Pressure Cleaning & Painting
27 Rank 2 — RMJ Maintenance Corp.
28 Rank 3 — MAV Paint Contractors, Inc.
29 Rank 4—Thousand and One Painting
30
31 Alternate
32 Rank 5 — Mario's Painting and Services, Inc.
33 Rank 6— FIVE12 Painting & Remodeling; and
34 WHEREAS, the initial term of the awarded contract is for a three (3) year term, with an
35 option for two (2) one-year renewal terms contingent upon satisfactory performance and
36 determination that it is in the City's best interest to renew the contract; and
37 WHEREAS, projects will be initiated by the City based on individual, informal solicitations
38 advertised to all pre-qualified painting contractors in compliance with City purchasing policies
39 and procedures; and
40 WHEREAS, the intent of the RFQ is to establish a pool of pre-qualified contractors that
41 can quickly compete for Citywide Painting & Coating projects under $50,000; and
42 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
43 best interests of the city's citizens and residents to award Request For Qualifications No. CS24-
44 053 for Pre-Qualification of Contractors for Citywide Painting & Coating Services to All Counties
45 Painting, LLC, RMJ Maintenance Corp., May Paint Contractors, Inc., and Thousand and One
46 Painting, As primary Contractors, and Mario's Painting and Services, Inc., and Five12 Painting &
47 Remodeling as alternate Contractors, and approve Agreements with the Awarded Contractors.
48
49 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
50 BEACH, FLORIDA, THAT:
51 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
52 being true and correct and are hereby made a specific part of this Resolution upon adoption.
53 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
54 award Request for Qualifications No. CS24-053 for Pre-Qualification of Contractors for City-wide
55 Painting and Coating Services to primary proposers All Counties Painting, LLC d/b/a People's
56 Choice Pressure Cleaning & Painting, RMJ Maintenance Corp., MAV Paint Contractors, Inc., and
57 Thousand and One Painting, and to Alternate proposers Mario's Painting and Services, Inc. and
58 FIVE12 Painting & Remodeling, in accordance with the criteria set forth in RFQ No. CS24-053.
59 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby
60 approve Citywide Painting & Coating Services Agreements between Primary proposers All
61 Counties Painting, LLC d/b/a People's Choice Pressure Cleaning & Painting, RMJ Maintenance
62 Corp., MAV Paint Contractors, Inc., and Thousand and One Painting, and to Alternate proposers
63 Mario's Painting and Services, Inc. and FIVE12 Painting & Remodeling and the City for Citywide
64 Painting & Coating Services in accordance with the criteria set forth in RFQ No. CS24-053 for a
65 period of three (3) years for fiscal years ending on December 17, 2027, for an annual amount not
66 to exceed $50,000, in form and substance similar to the Agreements with the Primary and
67 Alternate proposers attached as Composite Exhibit A.
68 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby
69 authorizes the Mayor to execute the Agreements. The Mayor is further authorized to execute any
70 term extension amendments and ancillary documents required under the Agreements or
71 necessary to accomplish the purposes of the Agreements and this Resolution.
72 SECTION 5. The City Clerk shall retain the fully executed Agreements as a public record
73 of the City. A copy of the fully executed Agreements shall be provided to Andrew Rozwadowski
74 to forward to the Contractors.
75 SECTION 6. This Resolution shall take effect in accordance with law.
76
77 [SIGNATURES ON FOLLOWING PAGE]
78
79
80 PASSED AND ADOPTED this 74A1 day of JcuCtUtr5 2025.
81 CITY OF BOYNTON BEACH, FLORIDA
82 YES NO
83 Mayor—Ty Penserga
84
85 Vice Mayor—Aimee Kelley
86
87 Commissioner—Angela Cruz
88
89 Commissioner—Woodrow L. Hay
90
91 Commissioner—Thomas Turkin
92 AS-0
93 VOTE
94 A wIEST: I 11
95 /
96 Maylee '- us, MPA, MC Ty P Aerga
97 City Clerk - or
98 A PPROVED AS TO FORM:
99 (Corporate Seal) ‘
100 � (NTO/�e 447,16 PORAr . F
101 �;�.�c,° F ':�c� Shawna G. Lamb
102 � SEAL :Z City Attorney
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CITYWIDE PAINTING & COATING SERVICES
The 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 All Counties Painting, LLC dba
People's Choice Pressure Cleaning & Painting a corporation authorized to do business in the State of
Florida, with a business address of 4341 SW 73rd Terrace, Davie, Florida, 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 perform services in connection with the RFQ No. CS24-053 — CITYWIDE PAINTING & COATING
SERVICES.
2. SCOPE OF SERVICES /ORDERING PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and supervision
required to perform Citywide Painting and Coating Services, defined as projects less than $50,000 (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, CONTRACTOR's
Proposal, this Agreement, and any Task Order.
b. Citywide painting 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, scopeof 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. TIME FOR PERFORMANCE. Services under this Agreement shall commence upon written notice
by the City to the CONTRACTOR to proceed with a Task Order and Purchase Order. CONTRACTOR shall
perform all services required pursuant to this Agreement and the specific Task Order during the time period
specified in the Task Order. 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.
4. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
I h1.25- ("Effective Date") and shall remain in effect through i 114 18 ("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
they are in writing and signed by each party's authorized representative. Both the Initial Term and any
Renewal(s) shall be collectively referred to as the "Term."
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 for completion 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. 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.
c. 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.
d. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII,
Chapter 218, Florida Statutes.
6. 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.
7. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with this Agreement and any Task Order for a period of one year completion of the work.
8. 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.
9. 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.
10. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
11. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and
regulations that are applicable to the services to be rendered under this agreement.
12. 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 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 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.
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.
13. INSURANCE.
a. During the performance of the Work 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 polices 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 Work 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 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. 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) 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) 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 be 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 to 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.
14. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the
CONTRACTOR 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 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.
15. 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 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.
16. DISCRIMINATION PROHIBITED. The CONTRACTOR, 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, sex, or the presence of any physical or sensory handicap in the selection and retention of employees
or procurement of materials or supplies.
17. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the Services covered by this
Agreement without the express written consent of the CITY.
18. 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.
19. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) days of written notice by the CITY to the CONTRACTOR in
which event the CONTRACTOR shall be paid its compensation for services performed through
the termination date, including services reasonably related to termination. In the event that the
CONTRACTOR abandons this Agreement or causes it to be terminated, the CONTRACTOR
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
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, CONTRACTOR'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 CONTRACTOR, or any of its
supervisory personnel assigned to the project, the surviving members of the CONTRACTOR
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 renegotiating this Agreement between surviving
members of the CONTRACTOR 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 CONTRACTOR's failure to comply with any term(s)
of this Agreement.
20. 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.
21. 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
Copy to:
Shawna G. Lamb, City Attorney
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to CONTRACTOR shall be sent to the following address:
All County Painting, LLC dba People's Choice Pressure Cleaning & Painting
Attn: Steve Landis
Address: 4341 SW 73rd TER
DAVIE, FL 33314
Phone: 954-445-8033
Email: allcountiespainting@gmail.com ; h2opressure@bellsouth.net
22. PUBLIC RECORDS. 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 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, 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.
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'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
23. 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 that results in the prevention or delay of performance
by a party of its obligations under this Agreement and beyond the non-performing party's
reasonable control. 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.
24. SCRUTINIZED COMPANIES. 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 CITY'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.
25. E-VERIFY. 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.
A. Definitions for this Section:
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.
26. 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 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 this
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 who 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 work 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 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, any Task Order,the solicitation,
and the CONTRACTOR's bid proposal, this Agreement shall govern then, any Task Order, then
the solicitation, and then the bid proposal. This Agreement may be amended only by written
instrument signed by both CITY and CONTRACTOR.
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 that fall within the scope of this Agreement. No Task Order(s) or
minimum amount of work or compensation is guaranteed under this Agreement.
J. 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 that 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. CONTRACTOR 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 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
27. DEFAULT OF CONTRACT & REMEDIES.
A. Correction of Work. If, in the judgment of CITY, Work provided by CONTRACTOR does not
conform to the requirements of this Agreement, or if the Work exhibits poor workmanship, CITY
reserves the right to require that CONTRACTOR 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 CONTRACTOR :
I. The abandonment of the project by CONTRACTOR 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 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)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) 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) 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 CONTRACTOR or any other party in a manner not expressly permitted
hereunder.
V. 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. 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 CONTRACTOR of such declaration of default and
terminate the Agreement.
i. 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.
ii. 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 the costs incident thereto to such
default.
iii. 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.
iv. 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.
28. 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.
29. 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 vendors. The CITY shall
exercise its rights under this "Certificate"within one (1) year following payment.
30. ENTITIES OF FOREIGN CONCERN. CONTRACTOR will have access to an individual's personal
identifying information under this Agreement. CONTRACTOR represents and certifies: (i) CONTRACTOR
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 CONTRACTOR; and (iii) CONTRACTOR is not organized
under the laws of and does not have its principal place of business in, a foreign country of concern. Prior
to CONTRACTOR and any subcontractor having access to personal identifying information pursuant to this
Agreement, CONTRACTOR 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 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.
31. 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.
32. 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.
SIGNATURE PAGE FOLLOWS
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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DATED this 1 I day of 4.e%Ik4Cy -611.4-.___ , 2024.
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APPENDIX `C'
FEMA
REQUIREMENTS
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FEMA REQUIREMENTS
The FEMA Reauirements shall only modify the Contract upon the provision by the Contractor of work QC
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 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 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 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.
Comcliann with Cocfland Anti-Ki ItkUd t
(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. 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 Regardina 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 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.gov/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. 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. 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 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 Supolieg.
(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 Acta.
(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.
ATTACHMENT "A"
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 a 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 ADVISORY FORM
V Oa.
u
1.rON 04
CITYWIDE PAINTING & COATING SERVICES
The 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 RMJ Maintenance Corp. a
corporation authorized to do business in the State of Florida, with a business address of 187 Duke Dr.
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 perform services in connection with the RFQ No. CS24-053 — CITYWIDE PAINTING & COATING
SERVICES.
2. SCOPE OF SERVICES / ORDERING PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and supervision
required to perform Citywide Painting and Coating Services, defined as projects less than $50,000 (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, CONTRACTOR's
Proposal, this Agreement, and any Task Order.
b. Citywide painting 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, scopeof 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. TIME FOR PERFORMANCE. Services under this Agreement shall commence upon written notice
by the City to the CONTRACTOR to proceed with a Task Order and Purchase Order. CONTRACTOR shall
perform all services required pursuant to this Agreement and the specific Task Order during the time period
specified in the Task Order. 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.
4. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
1 i 7 1.25— ("Effective Date") and shall remain in effect through 1/4. ,Ms ("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
they are in writing and signed by each party's authorized representative. Both the Initial Term and any
Renewal(s) shall be collectively referred to as the "Term."
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 for completion 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. 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.
c. 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.
d. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII,
Chapter 218, Florida Statutes.
6. 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.
7. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with this Agreement and any Task Order for a period of one year completion of the work.
8. 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.
9. 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.
10. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
11. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and
regulations that are applicable to the services to be rendered under this agreement.
12. 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 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 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.
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.
13. INSURANCE.
a. During the performance of the Work 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 polices 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 Work 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 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. 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) 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) 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 be 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 to 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.
14. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the
CONTRACTOR 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 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.
15. 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 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.
16. DISCRIMINATION PROHIBITED. The CONTRACTOR, 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, sex, or the presence of any physical or sensory handicap in the selection and retention of employees
or procurement of materials or supplies.
17. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the Services covered by this
Agreement without the express written consent of the CITY.
18. 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.
19. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) days of written notice by the CITY to the CONTRACTOR in
which event the CONTRACTOR shall be paid its compensation for services performed through
the termination date, including services reasonably related to termination. In the event that the
CONTRACTOR abandons this Agreement or causes it to be terminated, the CONTRACTOR
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
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, CONTRACTOR'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 CONTRACTOR, or any of its
supervisory personnel assigned to the project, the surviving members of the CONTRACTOR
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 renegotiating this Agreement between surviving
members of the CONTRACTOR 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 CONTRACTOR's failure to comply with any term(s)
of this Agreement.
20. 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.
21. 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
Copy to:
Shawna G. Lamb, City Attorney
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to CONTRACTOR shall be sent to the following address:
ATTN:Julio Oliveros
Address: 17715 Bridle Ct
Jupiter FL 33478
Phone: (561)506-0555
Email: JULIO@RMJFL.COM
22. PUBLIC RECORDS. 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 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. oras 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.
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'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
23. 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 that results in the prevention or delay of performance
by a party of its obligations under this Agreement and beyond the non-performing party's
reasonable control. 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.
24. SCRUTINIZED COMPANIES. 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 CITY'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.
25. E-VERIFY. 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.
A. Definitions for this Section:
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.
26. 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 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 this
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 who 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 work 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 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, any Task Order,the solicitation,
and the CONTRACTOR's bid proposal, this Agreement shall govern then, any Task Order, then
the solicitation, and then the bid proposal. This Agreement may be amended only by written
instrument signed by both CITY and CONTRACTOR.
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 that fall within the scope of this Agreement. No Task Order(s) or
minimum amount of work or compensation is guaranteed under this Agreement.
J. 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 that 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. CONTRACTOR 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 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
27. DEFAULT OF CONTRACT& REMEDIES.
A. Correction of Work. If, in the judgment of CITY, Work provided by CONTRACTOR does not
conform to the requirements of this Agreement, or if the Work exhibits poor workmanship, CITY
reserves the right to require that CONTRACTOR 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 CONTRACTOR :
I. The abandonment of the project by CONTRACTOR 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 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) 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) 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) 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 CONTRACTOR or any other party in a manner not expressly permitted
hereunder.
V. 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. 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 CONTRACTOR of such declaration of default and
terminate the Agreement.
i. 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.
ii. 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 the costs incident thereto to such
default.
iii. 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.
iv. 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.
28. 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.
29. 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 vendors. The CITY shall
exercise its rights under this "Certificate" within one (1) year following payment.
30. ENTITIES OF FOREIGN CONCERN. CONTRACTOR will have access to an individual's personal
identifying information under this Agreement. CONTRACTOR represents and certifies: (i) CONTRACTOR
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 CONTRACTOR; and (iii) CONTRACTOR is not organized
under the laws of and does not have its principal place of business in, a foreign country of concern. Prior
to CONTRACTOR and any subcontractor having access to personal identifying information pursuant to this
Agreement, CONTRACTOR 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 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.
31. 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.
32. 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.
SIGNATURE PAGE FOLLOWS
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 TN day of I�ECEr bE 12 , 2024.
CITY OF BOYNTON BEACH VENDOR
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APPENDIX `C'
FEMA
REQUIREMENTS
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FEMA REQUIREMENTS
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) Leoal 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. 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 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 Rights.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) egg. 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. 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 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 S100,000. 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.gov/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. 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 Requirements. 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 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. PHS Seal, Loao 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 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.
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.
ATTACHMENT "A"
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 a 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 S 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 ADVISORY FORM
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CITYWIDE PAINTING & COATING SERVICES
The 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 MAV Paint Contractors, Inc. a
corporation authorized to do business in the State of Florida, with a business address of 6179 Royal
Birkdale Dr., Lake Worth, FL 33463 , 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 perform services in connection with the RFQ No. CS24-053 — CITYWIDE PAINTING & COATING
SERVICES.
2. SCOPE OF SERVICES /ORDERING PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and supervision
required to perform Citywide Painting and Coating Services, defined as projects less than $50,000 (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, CONTRACTOR's
Proposal, this Agreement, and any Task Order.
b. Citywide painting 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, scopeof 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. TIME FOR PERFORMANCE. Services under this Agreement shall commence upon written notice
by the City to the CONTRACTOR to proceed with a Task Order and Purchase Order. CONTRACTOR shall
perform all services required pursuant to this Agreement and the specific Task Order during the time period
specified in the Task Order. 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.
4. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
I )'1 JAS' ("Effective Date") and shall remain in effect through ) X8' ("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
the CITY that renewal will be in the best interest of the CITY Such Renewals are only effective and valid
if they are in writing and signed by each party's authorized representative. Both the Initial Term and any
Renewal(s)shall be collectively referred to as the "Term."
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 for completion 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.
i I
b. 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.
c. 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.
d. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII,
Chapter 218, Florida Statutes.
6. 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.
7. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with this Agreement and any Task Order for a period of one year completion of the work.
8. 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.
9. 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.
10. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
11. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and
regulations that are applicable to the services to be rendered under this agreement.
12. 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 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 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.
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.
13. INSURANCE.
a. During the performance of the Work 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 polices 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 Work 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 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. 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) 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) 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 be 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 to 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.
14. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the
CONTRACTOR 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 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.
15. 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 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.
16. DISCRIMINATION PROHIBITED The CONTRACTOR, 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, sex, or the presence of any physical or sensory handicap in the selection and retention of employees
or procurement of materials or supplies.
17. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the Services covered by
this Agreement without the express written consent of the CITY.
18. 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.
19. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) days of written notice by the CITY to the CONTRACTOR in
which event the CONTRACTOR shall be paid its compensation for services performed
through the termination date, including services reasonably related to termination. In the
event that the CONTRACTOR abandons this Agreement or causes it to be terminated, the
CONTRACTOR 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 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, CONTRACTOR'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 CONTRACTOR, or any of its
supervisory personnel assigned to the project, the surviving members of the CONTRACTOR
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 renegotiating this Agreement between
surviving members of the CONTRACTOR 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 CONTRACTOR's failure to comply with any
term(s)of this Agreement.
20. 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.
21. 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
Copy to:
Shawna G. Lamb, City Attorney
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561)742-6000
Notices to CONTRACTOR shall be sent to the following address:
ATTN: tket\ --
Address: C.t cLoAf61.•.(4-k.l4 Qa!
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Phone: 5(p'• D42-- Co
Email: t.NUihf 22 ' ti.
22. PUBLIC RECORDS. 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 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, 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.
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'S OFFICE
100 E. OCEAN AVENUE
•
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
23 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 that results in the prevention or delay of
performance by a party of its obligations under this Agreement and beyond the non-performing
party's reasonable control. It includes, but is not limited to, fire, flood, earthquakes, storms,
lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions.
i I
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.
24. SCRUTINIZED COMPANIES. 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 CITY'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.
25. E-VERIFY. 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.
A. Definitions for this Section:
— —
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.
26. 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 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 this
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.
I
f --
I
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 who 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 work 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 1
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, any Task Order, the
solicitation, and the CONTRACTOR's bid proposal, this Agreement shall govern then, any Task
Order, then the solicitation, and then the bid proposal. This Agreement may be amended only by
written instrument signed by both CITY and CONTRACTOR.
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 that fall within the scope of this Agreement. No Task Order(s) or
minimum amount of work or compensation is guaranteed under this Agreement.
J. 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 that 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. CONTRACTOR 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 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 j
concert, except where directly in conflict. In the event of a conflict between the terms of the i
Agreement and the FEMA Requirements, the FEMA Requirements shall govern and prevail
27. DEFAULT OF CONTRACT & REMEDIES.
1
A Correction of Work. If, in the judgment of CITY, Work provided by CONTRACTOR does not
conform to the requirements of this Agreement, or if the Work exhibits poor workmanship, CITY
reserves the right to require that CONTRACTOR 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.
I
I
;
•
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
I. The abandonment of the project by CONTRACTOR 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 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) 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) 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) 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 CONTRACTOR or any other party in a manner not expressly
permitted hereunder.
V. 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. 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 CONTRACTOR of such
declaration of default and terminate the Agreement.
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.
ii.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 the costs incident thereto to such
default.
iii 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.
iv. 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.
28. 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
29. 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 vendors. The CITY shall
exercise its rights under this "Certificate"within one (1)year following payment.
30. ENTITIES OF FOREIGN CONCERN. CONTRACTOR will have access to an individual's
personal identifying information under this Agreement. CONTRACTOR represents and certifies: (i)
CONTRACTOR 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 CONTRACTOR: and (iii)
CONTRACTOR is not organized under the laws of and does not have its principal place of business in, a
foreign country of concern. Prior to CONTRACTOR and any subcontractor having access to personal
identifying information pursuant to this Agreement, CONTRACTOR 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 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.
31. 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.
32. 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.
SIGNATURE PAGE FOLLOWS
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 day of , 2024.
CITY OF BOYNTON BEACH VENDOR
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MICHELLE BRANER
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CITYWIDE PAINTING & COATING SERVICES
The 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 Thousand and One Painting a
corporation authorized to do business in the State of Florida, with a business address of 1528 SW 13th
Court, Pompano Beach, FL, 33069, 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 perform services in connection with the RFQ No. CS24-053 — CITYWIDE PAINTING & COATING
SERVICES.
2. SCOPE OF SERVICES I ORDERING PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and supervision
required to perform Citywide Painting and Coating Services, defined as projects less than $50,000 (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, CONTRACTOR's
Proposal, this Agreement, and any Task Order.
b. Citywide painting 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, scopeof 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. TIME FOR PERFORMANCE. Services under this Agreement shall commence upon written notice
by the City to the CONTRACTOR to proceed with a Task Order and Purchase Order. CONTRACTOR shall
perform all services required pursuant to this Agreement and the specific Task Order during the time period
specified in the Task Order. 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.
4. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
i ) 11. 5 ("Effective Date") and shall remain in effect through 1 /(,f 23 ("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
they are in writing and signed by each party's authorized representative. Both the Initial Term and any
Renewal(s) shall be collectively referred to as the "Term."
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 for completion 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. 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.
c. 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.
d. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII,
Chapter 218, Florida Statutes.
6. 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.
7. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with this Agreement and any Task Order for a period of one year completion of the work.
8. 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.
9. 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.
10. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
11. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws. ordinances, and
regulations that are applicable to the services to be rendered under this agreement.
12. 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 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 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.
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.
13. INSURANCE.
a. During the performance of the Work 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 polices 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 Work 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 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. 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) 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) 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 be 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 to 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
4
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(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.
14. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the
CONTRACTOR 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 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.
15. 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 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.
16. DISCRIMINATION PROHIBITED. The CONTRACTOR, 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, sex, or the presence of any physical or sensory handicap in the selection and retention of employees
or procurement of materials or supplies.
17. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the Services covered by this
Agreement without the express written consent of the CITY.
18. 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.
19. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) days of written notice by the CITY to the CONTRACTOR in
which event the CONTRACTOR shall be paid its compensation for services performed through
the termination date, including services reasonably related to termination. In the event that the
CONTRACTOR abandons this Agreement or causes it to be terminated, the CONTRACTOR
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
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, CONTRACTOR'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 CONTRACTOR, or any of its
supervisory personnel assigned to the project, the surviving members of the CONTRACTOR
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 renegotiating this Agreement between surviving
members of the CONTRACTOR and the CITY, if the CITY so chooses.
i6)/
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 CONTRACTOR's failure to comply with any term(s)
of this Agreement.
20. 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.
21. 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
Copy to:
Shawna G. Lamb, City Attorney
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to CONTRACTOR shall be sent to the following address:
ATTN: orn or. �c,�mE_5
Address: 15,)is 5(A) 13 Ct-
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3 3.06 9
Phone: ci5q- 755- t{S 7 q
Email: Or 01COyc i
22. PUBLIC RECORDS. 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 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, 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.
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'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk(c�bbfl.us
23. 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 that results in the prevention or delay of performance
by a party of its obligations under this Agreement and beyond the non-performing party's
reasonable control. 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.
24. SCRUTINIZED COMPANIES. 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 CITY'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.
25. E-VERIFY. 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.
A. Definitions for this Section:
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.
26 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 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 this
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 who 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.
1 /
E. At all times during the performance of this Agreement, CONTRACTOR 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 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 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, any Task Order, the solicitation,
and the CONTRACTOR's bid proposal, this Agreement shall govern then, any Task Order, then
the solicitation, and then the bid proposal. This Agreement may be amended only by written
instrument signed by both CITY and CONTRACTOR.
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 that fall within the scope of this Agreement. No Task Order(s) or
minimum amount of work or compensation is guaranteed under this Agreement.
J. 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 that 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. CONTRACTOR 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 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
27. DEFAULT OF CONTRACT & REMEDIES.
A. Correction of Work. If, in the judgment of CITY, Work provided by CONTRACTOR does not
conform to the requirements of this Agreement, or if the Work exhibits poor workmanship, CITY
reserves the right to require that CONTRACTOR 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 CONTRACTOR
I. The abandonment of the project by CONTRACTOR 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.
Ill. 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) 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) 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) 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 CONTRACTOR or any other party in a manner not expressly permitted
hereunder.
V. 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. 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 CONTRACTOR of such declaration of default and
terminate the Agreement.
i. 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.
ii. 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 the costs incident thereto to such
default.
iii. 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.
iv. 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.
28. 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
29. TRUTH-IN-NEGOTIATION CERTIFICATE.
— – — A
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 vendors. The CITY shall
exercise its rights under this "Certificate" within one (1) year following payment.
30. ENTITIES OF FOREIGN CONCERN. CONTRACTOR will have access to an individual's personal
identifying information under this Agreement. CONTRACTOR represents and certifies: (i) CONTRACTOR
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 CONTRACTOR; and (iii) CONTRACTOR is not organized
under the laws of and does not have its principal place of business in, a foreign country of concern. Prior
to CONTRACTOR and any subcontractor having access to personal identifying information pursuant to this
Agreement, CONTRACTOR 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 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.
31. 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.
32. 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.
SIGNATURE PAGE FOLLOWS
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 41 day of Derembe r 2024.
CITY OF BOYNTON BEACH VEND.'
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APPENDIX 'C'
FEMA
REQUIREMENTS
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FEMA REQUIREMENTS
The FEMA Requirements shall only modify_ the Con_tcact_upon.thi_brovision bythe Contractor of work Qi
agrvic.u 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.
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.
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. Terminat(Qn 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 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.
rs
(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) Aqe. 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 wittl 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.
iii
Compliance with Copeland Anti-Kickback Act
• 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.
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.
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. Rights to jnyentions 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.
I •
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.
• 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. - i '• i ;• . . .'if i - ., u - , ..i i . .•.•. . • i • Alt . . '•i. (Applicable to All
FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order 12689, 2 CFR Part 180; 2 CFR
Part 3000)
By signing this Addendum, the Contractor is providing the certification set out below.
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.
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.
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).
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.
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.
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.
1
P Certification Regarding Use.of Cpntrac.FJJlds for Lobbying - Byrd Ant(-Lobbvina.
(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.gov/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. Regulations.. and Executive Qrders.
(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:
The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as amended, 42
USC Sec. 5121, et. seq.
Resource Conservation and Recovery Act
National Historic Preservation Act
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 ., ! - !• • . •ICI ! :-! • u- 1 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.
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.
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.
Access to Record5.
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
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.
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.
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.
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.
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.
DHS 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.
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.
ATTACHMENT "A"
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
maybe accepted as proof of insurance if a 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 ADVISORY FORM
(s"
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1
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4.1'01, °
CITYWIDE PAINTING& COATING SERVICES
The 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 Mario's Painting and Services,
Inc. a corporation authorized to do business in the State of Florida, with a business address of 911 NW
209th Avenue,Suite 104, Pembroke Pines,FL 33029 , 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 Alternate contractor
to perform services in connection with the RFQ No. CS24-053 — CITYWIDE PAINTING & COATING
SERVICES.
2. SCOPE OF SERVICES/ORDERING PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and supervision
required to perform Citywide Painting and Coating Services, defined as projects less than $50,000 (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, CONTRACTOR's
Proposal, this Agreement, and any Task Order.
b. Citywide painting 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,scopeof 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. TIME FOR PERFORMANCE. Services under this Agreement shall commence upon written notice
by the City to the CONTRACTOR to proceed with a Task Order and Purchase Order. CONTRACTOR shall
perform all services required pursuant to this Agreement and the specific Task Order during the time period
specified in the Task Order. 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.
4. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
1111.25" ("Effective Date") and shall remain in effect through 1 0.2. ' ("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
they are in writing and signed by each party's authorized representative. Both the Initial Term and any
Renewal(s)shall be collectively referred to as the"Term."
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 for completion 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. 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.
c. 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.
d. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII,
Chapter 218, Florida Statutes.
6. 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.
7. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with this Agreement and any Task Order for a period of one year completion of the work.
8. 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.
9. 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.
10. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
11. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and
regulations that are applicable to the services to be rendered under this agreement.
12. 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 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 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
2
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.
13. INSURANCE.
a. During the performance of the Work 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 polices 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 Work 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 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. 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)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) 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 be 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 to 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
3
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.
14. INDEPENDENT CONTRACTOR. The CONTRACTOR and the CITY agree that the
CONTRACTOR 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 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.
15. 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 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.
16. DISCRIMINATION PROHIBITED. The CONTRACTOR, 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, sex, or the presence of any physical or sensory handicap in the selection and retention of employees
or procurement of materials or supplies.
17. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the Services covered by this
Agreement without the express written consent of the CITY.
18. 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.
19. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) days of written notice by the CITY to the CONTRACTOR in
which event the CONTRACTOR shall be paid its compensation for services performed through
the termination date, including services reasonably related to termination. In the event that the
CONTRACTOR abandons this Agreement or causes it to be terminated, the CONTRACTOR
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
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, CONTRACTOR'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 CONTRACTOR, or any of its
supervisory personnel assigned to the project, the surviving members of the CONTRACTOR
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 renegotiating this Agreement between surviving
members of the CONTRACTOR and the CITY, if the CITY so chooses.
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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 CONTRACTOR's failure to comply with any term(s)
of this Agreement.
20. 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.
21. 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
Copy to:
Shawna G. Lamb, City Attorney
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to CONTRACTOR shall be sent to the following address:
ATTN: Jason Viera
Address: 911 NW 209"'Ave Suite 104
Pembroke Pines, FL 33029
Phone:954-815-6198
Email: info@mariospaint.com
22. PUBLIC RECORDS. 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 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, 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
5
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.
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'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk(a�bbfl.us
23. 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 that results in the prevention or delay of performance
by a party of its obligations under this Agreement and beyond the non-performing party's
reasonable control. 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.
24. SCRUTINIZED COMPANIES. 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 CITY'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.
25. E-VERIFY. 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.
A. Definitions for this Section:
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
6
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.
26. 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 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 this
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 who 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
7
E. At all times during the performance of this Agreement,CONTRACTOR 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 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 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,any Task Order,the solicitation,
and the CONTRACTOR's bid proposal, this Agreement shall govern then, any Task Order, then
the solicitation, and then the bid proposal. This Agreement may be amended only by written
instrument signed by both CITY and CONTRACTOR.
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 that fall within the scope of this Agreement. No Task Order(s) or
minimum amount of work or compensation is guaranteed under this Agreement.
J. 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 that 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. CONTRACTOR 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 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
27. DEFAULT OF CONTRACT& REMEDIES.
A. Correction of Work. If, in the judgment of CITY, Work provided by CONTRACTOR does not
conform to the requirements of this Agreement, or if the Work exhibits poor workmanship, CITY
reserves the right to require that CONTRACTOR 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 CONTRACTOR
I. The abandonment of the project by CONTRACTOR for a period of more than
seven(7) business days.
II The abandonment, unnecessary delay, refusal of, or failure to comply with any of
8
the terms of this Agreement or neglect, or refusal to comply with the instructions
of the CITY's designee.
III. 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)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) 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) 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 CONTRACTOR or any other party in a manner not expressly permitted
hereunder.
V. 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. 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 CONTRACTOR of such declaration of default and
terminate the Agreement.
i. 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.
ii. 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 the costs incident thereto to such
default.
iii. 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.
iv. 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.
28. 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.
9
29. 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 vendors. The CITY shall
exercise its rights under this"Certificate"within one (1)year following payment.
30. ENTITIES OF FOREIGN CONCERN. CONTRACTOR will have access to an individual's personal
identifying information under this Agreement. CONTRACTOR represents and certifies: (i) CONTRACTOR
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 CONTRACTOR; and (iii) CONTRACTOR is not organized
under the laws of and does not have its principal place of business in. a foreign country of concern. Prior
to CONTRACTOR and any subcontractor having access to personal identifying information pursuant to this
Agreement, CONTRACTOR 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 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.
31. 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.
32. 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.
SIGNATURE PAGE FOLLOWS
10
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 .: day of vC'CL'•^nboi-- , 2024.
CITY OF BOYNTON BEACH VENDOR
r-en -r�=, 942414M,
Mayor
Print Name of Authorized Official
1sY
,o RICARDO DOMINGUEZ
MY COMMISSION#HH119264
o ""tiVice President
:..' ,�
v ' EXPIRES.MAY 07.2025 Title
w°`" Bonded through 1st State Insurance
(Corporate Seal)
Attest/Authenticated:
Zrut,g, 14;M.G.,
Print Name
Approv al to Form:
Office of the City Attorney
Att: :•/Au - tica =• ,
1 . 1� !
Office i,f the ity Clerk
rrip`{NTON '`,
• r�•:cis, ORgT�...�1�1
CSI
s 3:
SEAL )
t. INCORPORATED? i
111920 '
11
APPENDIX `C'
FEMA
REQUIREMENTS
�T Y O �
1111/ 7r, �
"PlIP
ON
12
FEMA REQUIREMENTS
The FEMA Requirements shall only modify the Contract upon the provision by the Contractor of work QL
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) 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.
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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. Fqual Employment Oogortunity.
(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 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.
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(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) Ag. 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) Disabititie5. 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 Art(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.
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Compliance with Copeland Anti-Kickback AcJ
(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 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.
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N. Llean 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.
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.
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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 Materia .
(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.gov/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."
0 Compliance with Federal I aw Regulations and Executive Orders
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(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' 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.
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(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 intemal reviews by the
FEMA Administrator or the Comptroller General of the United States.
X. QHS 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 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.
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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ATTACHMENT "A"
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 a 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 Employee $ 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 ADVISORY FORM
21
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CITYWIDE PAINTING & COATING SERVICES
The 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 Five12 Painting & Remodeling,
LLC. a corporation authorized to do business in the State of Florida, with a business address of 1436
Kurume Ct. Orlando, FL 32818 , 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 Alternate
contractor to perform services in connection with the RFQ No. CS24-053 — CITYWIDE PAINTING &
COATING SERVICES.
2. SCOPE OF SERVICES / ORDERING PROCESS.
a. CONTRACTOR agrees to furnish all necessary labor, materials, equipment, supplies, and supervision
required to perform Citywide Painting and Coating Services, defined as projects less than $50,000 (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, CONTRACTOR'S
Proposal, this Agreement, and any Task Order.
b. Citywide painting 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, scopeof 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. TIME FOR PERFORMANCE. Services under this Agreement shall commence upon written
notice by the City to the CONTRACTOR to proceed with a Task Order and Purchase Order.
CONTRACTOR shall perform all services required pursuant to this Agreement and the specific Task
Order during the time period specified in the Task Order. 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.
4. TERM. The initial Agreement period shall be for an initial term of three (3) years, commencing on
i f f�j ("Effective Date") and shall remain in effect through I1IC ezB ("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 they are in writing and signed by each party's authorized representative. Both the Initial Term and any
Renewal(s) shall be collectively referred to as the "Term."
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 for completion 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. 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.
c. 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.
d. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII,
Chapter 218, Florida Statutes.
6. 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.
7. WARRANTY. CONTRACTOR agrees to correct all work found by CITY to be defective or not in
conformance with this Agreement and any Task Order for a period of one year completion of the work.
8. 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.
9. 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.
10. PRICES. CONTRACTOR shall perform the Services for the prices set forth in each Task Order.
11. COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and
regulations that are applicable to the services to be rendered under this agreement.
12. 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 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 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.
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.
13. INSURANCE.
a. During the performance of the Work 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 polices 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 Work 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 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. 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) 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) 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 be 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 to 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.
14 INDEPENDENT CONTRACTOR The CONTRACTOR and the CITY agree that the
CONTRACTOR 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 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.
15. 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 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.
16. DISCRIMINATION PROHIBITED. The CONTRACTOR, 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, sex, or the presence of any physical or sensory handicap in the selection and retention of employees
or procurement of materials or supplies.
17. ASSIGNMENT. The CONTRACTOR shall not sublet or assign any of the Services covered by
this Agreement without the express written consent of the CITY.
18. 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.
19 TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) days of written notice by the CITY to the CONTRACTOR in
which event the CONTRACTOR shall be paid its compensation for services performed
through the termination date, including services reasonably related to termination. In the
event that the CONTRACTOR abandons this Agreement or causes it to be terminated, the
CONTRACTOR 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 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, CONTRACTOR'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 CONTRACTOR, or any of its
supervisory personnel assigned to the project, the surviving members of the CONTRACTOR
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 renegotiating this Agreement between
surviving members of the CONTRACTOR 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 CONTRACTOR's failure to comply with any
term(s) of this Agreement.
20. 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.
21. 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
Copy to:
Shawna G. Lamb, City Attorney
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to CONTRACTOR shall be sent to the following address:
ATTN: Lvi5 Vit'olbo - eoitor
Address: , 8L1 }e aGT
Sa.�t .lovd .FL . 3'1 Z
Phone: yes - 88/ 9 899
Email coccve lip it .. com
22. PUBLIC RECORDS. 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 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, 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.
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'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk(a bbfl.us
23. 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 that results in the prevention or delay of
performance by a party of its obligations under this Agreement and beyond the non-performing
party's reasonable control. 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.
24. SCRUTINIZED COMPANIES. 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 GI I Y 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 CITY'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.
25. E-VERIFY. 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.
A. Definitions for this Section:
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.
"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.
26 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 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 this
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 who 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 work 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 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, any Task Order, the
solicitation, and the CONTRACTOR's bid proposal, this Agreement shall govern then, any Task
Order, then the solicitation, and then the bid proposal. This Agreement may be amended only by
written instrument signed by both CITY and CONTRACTOR.
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 that fall within the scope of this Agreement. No Task Order(s) or
minimum amount of work or compensation is guaranteed under this Agreement.
J. 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 that 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. CONTRACTOR 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 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
27. DEFAULT OF CONTRACT& REMEDIES.
A. Correction of Work. If, in the judgment of CITY, Work provided by CONTRACTOR does not
conform to the requirements of this Agreement, or if the Work exhibits poor workmanship, CITY
reserves the right to require that CONTRACTOR 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 CONTRACTOR :
I. The abandonment of the project by CONTRACTOR 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 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) 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) 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) 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 CONTRACTOR or any other party in a manner not expressly
permitted hereunder.
V. 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. 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 CONTRACTOR of such
declaration of default and terminate the Agreement.
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.
ii. 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 the costs incident thereto to such
default.
iii. 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.
iv. 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.
28. 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.
29. 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 vendors. The CITY shall
exercise its rights under this "Certificate" within one (1) year following payment.
30. ENTITIES OF FOREIGN CONCERN. CONTRACTOR will have access to an individual's
personal identifying information under this Agreement. CONTRACTOR represents and certifies: (i)
CONTRACTOR 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 CONTRACTOR; and (iii)
CONTRACTOR is not organized under the laws of and does not have its principal place of business in, a
foreign country of concern. Prior to CONTRACTOR and any subcontractor having access to personal
identifying information pursuant to this Agreement, CONTRACTOR 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 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.
31. 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.
32. 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" reyardless 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.
SIGNATURE PAGE FOLLOWS
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 6 day of . e. C PM Q Pr . 2024.
CITY OF BOYNTON BEACH VENDOR
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APPENDIX `C'
FEMA
REQUIREMENTS
60" Y 0 4t
FEMA REQUIREMENTS
Ta - E •• .ir-m•n _ .II .nl • .• h• C. a. r.
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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) 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. finial 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 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 Riahts.
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) Age. 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.
•m•l < v✓ ••- - 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. 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. CIea,p 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 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 lalse Claims and
Statements, apply to this certification and disclosure, if any.
P. Ecammaigntsf Recov ►pd MateriaJJ.
(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.gov/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. 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. 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. DHS 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 tothis 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.
ATTACHMENT "A"
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 a 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 ADVISORY FORM