R23-034 1 RESOLUTION NO. R23-034
2
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA APPROVING
5 AND AUTHORIZING THE CITY MANAGER TO SIGN A PIGGY-BACK
6 AGREEMENT UTILIZING THE PALM BEACH COUNTY TERM CONTRACT
7 #22041 (SOLICITATION #22-041/MB) DATED MARCH 14, 2023
8 THROUGH MARCH 13, 2024 WITH AQUIFER MAINTENANCE AND
9 PERFORMANCE SYSTEMS, INC. (AMPS, INC.) THIS CONTRACT WILL BE
10 UTILIZED FOR WELL REHABILITATION SERVICES, WITH AN ESTIMATED
11 ANNUAL EXPENDITURE OF UP TO $500,000.00; AND PROVIDING AN
12 EFFECTIVE DATE.
13
14
15 WHEREAS, in order to maintain Wellfield Maintenance and Repair Services to the public,
16 the City's Utilities Department is requesting the City enter into an Agreement with Aquifer
17 Maintenance and Performance Systems, Inc. (AMPS, Inc.) to provide Wellfield Maintenance and
18 Repair Services; and
19 WHEREAS, the Palm Beach County contract was awarded to AMPS following a
20 competitive bid process and the services offered under this contract meet the wellfield
21 maintenance and rehabilitation requirements of the City of Boynton Beach; and
22 WHEREAS, The Palm Beach County contract with AMPS, Inc. is valid March 14, 2023
23 through March 13, 2024 with the option to renew for four (4) additional twelve (12) month
24 period(s), exercised upon mutual written agreement; and
25 WHEREAS, the City Commission of the City of Boynton Beach, Florida deems it to be in
26 the best interests of the citizens and residents of the City of Boynton to approve and authorize
27 the City Manager to sign a Piggy-back Agreement utilizing the Palm Beach County term contract
28 #22041 (Solicitation #22-041/MB) dated March 14, 2023 through March 13, 2024 with Aquifer
29 Maintenance and Performance Systems, Inc. (AMPS, Inc.) This contract will be utilized for well
30 rehabilitation services, with an estimated annual expenditure of up to $500,000.00.
31 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
32 BOYNTON BEACH, FLORIDA, THAT:
33
S:\CA\RESO\Agreements\Piggy-Back Agents With AM I'S Inc-Reso.Docx
34 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
35 being true and correct and are hereby made a specific part of this Resolution upon adoption
36 hereof.
37 Section 2. The City Commission hereby approves and authorizes the City Manager
38 to sign a Piggy-back Agreement utilizing the Palm Beach County term contract #22041
39 (Solicitation #22-041/MB) dated March 14, 2023 through March 13, 2024 with Aquifer
40 Maintenance and Performance Systems, Inc. (AMPS, Inc.) This contract will be utilized for well
41 rehabilitation services, with an estimated annual expenditure of up to $500,000.00. A copy of
42 the Piggy-back Agreement is attached hereto and incorporated herein by reference as Exhibit
43 "A".
44 Section 3. This Resolution shall become effective immediately upon passage.
45 PASSED AND ADOPTED this 21st day of March, 2023.
46 CITY OF BOYNTON BEACH, FLORIDA
47 YES NO
48
49 Mayor—Ty Penserga
50 Vice Mayor—Angela Cruz
51 Commissioner—Woodrow L. Hay
52 Commissioner—Thomas Turkin
53 Commissioner— Aimee Kelley
54 VOTE
55 AT T:
56 I ' i
57 I i t
58 Mayle, D= esus, MPA, C Ty
59 City CI-r May,'
60 =`
oYNTO
��� .••RPORgT•.• �
61 ;, ;•oo F •. �',� �'P AS To FO• ► :
62 (Corporate Seal) S�I •SEAL '._ �,
•
63 INCORPORATED
:• 1920 ;
64 �, •.• Michael D. Cirullo, Jr.
65 k� City••••"•••
� . P Attorney
,FLORIO=
�
S:\CA\RESO\Agreements\Piggy-Back Amts With AMPS Inc-Reso.Doca
AGREEMENT FOR PURCHASING
(Piggyback of Palm Beach County Contract IFB#22-041/MB)
This Agreement is made as of this 21st day of March,2023 by and between Aquifer
Maintenance and Performance Systems. Inc. with a principal address 7146 Haverhill Road. West
Palm Beach, FL 33407 and THE CITY OF BOYNTON BEACH, a municipal corporation
organized and existing under the laws of Florida, with a business address of 100 East Ocean
Avenue,Boynton Beach, FL 33435,hereinafter referred to as"City".
RECITALS
WHEREAS, in order to maintain Wellfield Maintenance and Repair Services to the
public, the City's Utilities Department is requesting the City enter into an Agreement with
Aquifer Maintenance and Performance Systems, Inc. (AMPS, Inc.) to provide Wellfield
Maintenance and Repair Services; and
WHEREAS, the City as a member of Aquifer Maintenance and Performance Systems,
Inc. has agreed to allow the City to piggyback the Palm Beach County Agreement pursuant to
Contract No. IFB#22-041/MB to provide Wellfield Maintenance and Repair Services for a one
(1)year term commencing.03/14/2023 with four (4) one-year optional renewals;and
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and
for other valuable consideration received, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
AGREEMENT
Section 1.. The foregoing recitals are true and correct and are hereby incorporated in this
Agreement.
Section 2, The City and Aquifer Maintenance and Performance Systems. Inc_ agree that
Aquifer Maintenance and Performance Systems. Inc_ shall provide ,Wellfield Maintenance and...
Repair Services.based upon the Palm Beach County Contract No. 1FB#22-041/MB for a One (1)
year term commencing,3/14/2023 with four j4) one-year optional renewals, a copy of which is
attached hereto as Exhibit "A", except as hereinafter provided:
A. All references to the Palm Beach County Contract No. _IFB#22-041/MB shall be
deemed as references to the City of Boynton Beach.
B. All Notices to the City shall be sent to:
;0153339 1301..9001M21
Piggyback Contract—(AMPS,Inc.) I
City: Daniel Dugger, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
Telephone: (561) 742-6010/Facsimile: (561) 742-6090
Copy: Michael D. Cirullo, Jr., City Attorney
Goren, Cherof, Doody&Ezrol, PA.
3099 East Commercial Boulevard,Suite 200
Fort Lauderdale,FL 33308
Telephone:(954)771-4500
Facsimile: (954)771-4923
C. The following terms and conditions are hereby incorporated into the Agreement:
TAX EXEMPT. Prices applicable to CITY do not include applicable state and local sales, use
and related taxes. The CITY is exempt from state and local sales and use taxes and shall not be
invoiced for the same. Upon request CITY will provide VENDOR with proof of tax-exempt
status.
SOVEREIGN IMMUNITY. Nothing contained in Agreement nor contained herein shall be
considered nor construed to waive CITY's rights and immunities under the common law or
Section 768.28,Florida Statutes, as may be amended.
BINDING AUTHORITY. Each person signing this Addendum on behalf of either Party
individually warrants that he or she has full legal power to execute the Addendum on behalf of
the Party for whom he or she is signing, and to bind and obligate such Party with respect to all
provisions contained in this Addendum.
ATTORNEY'S FEES. In the event that either Party brings suit for enforcement of the
Agreement, each Party shall bear its own attorney's fees and court costs.
PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are
exempt from public records disclosure until thirty (30) days after the opening of the Bid unless
the City announces intent to award sooner, in accordance with Florida Statutes 119.07.
The City is a public agency subject to Chapter 119, Florida Statutes. The Vendor shall comply
with Florida's Public Records Law. Specifically, the Vendor shall:
A. Keep and maintain public records required by the City to perform the service;
B. Upon request from the City's custodian of public records,provide the City with a copy of
the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as
otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from
public record disclosure requirements are not disclosed except as authorized by law for
0X,533391 1306-90011421 I
Piggyback Contract—(AMPS,Inc.) 2
the duration of the contract term and, following completion of the contract, Vendor shall
destroy all copies of such confidential and exempt records remaining in its possession
once the Vendor transfers the records in its possession to the City; and
D. Upon completion of the contract, Vendor shall transfer to the City, at no cost to the City,
all public records in Vendor's possession All records stored electronically by Vendor
must be provided to the City, upon request from the City's custodian of public records, in
a format that is compatible with the information technology systems of the City.
E. IF THE VENDOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
SCRUTINIZED COMPANIES - 287.135 AND 215.473. By execution of this Agreement,
Vendor certifies that Vendor is not participating in a boycott of Israel. The Vendor further
certifies that Vendor is not on the Scrutinized Companies that Boycott Israel list, not on the
Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or has Vendor been engaged in business
operations in Syria. Subject to limited exceptions provided in state law, the City will not contract
for the provision of goods or services with any scrutinized company referred to above.
Submitting a false certification shall be deemed a material breach of contract. The City shall
provide notice, in writing, to the Vendor of the City's determination concerning the false
certification. The Vendor shall have five (5) days from receipt of notice to refute the false
certification allegation. If such false certification is discovered during the active contract term,
the Vendor shall have ninety (90) days following receipt of the notice to respond in writing and
demonstrate that the determination of false certification was made in error. If the Vendor does
not demonstrate that the City's determination of false certification was made in error then the
City shall have the right to terminate the contract and seek civil remedies pursuant to Section
287.135, Florida Statutes,as amended from time to time.
E-VERIFY. VENDOR certifies that it is aware of and complies with the requirements of
Section 448.095, Florida Statutes, as may be amended from time to time and briefly described
herein below.
1. Definitions for this Section:
A. "Contractor" means a person or entity that has entered or is attempting to
enter into a contract with a public employer to provide labor, supplies, or
services to such employer in exchange for a salary, wages, or other
:111:533:494 I 311M9u1116?1;
Piggyback Contract—(A MPS,Inc.) 3
remuneration. "Contractor" includes, but is not limited to, a vendor or
consultant.
B. "Subcontractor" means a person or entity that provides labor, supplies, or
services to or for a contractor or another subcontractor in exchange for a
salary,wages, or other remuneration.
C. "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.
2. 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:
A. All persons employed by a Contractor to perform employment duties
within Florida during the term of the contract; and
B. 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
C. 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.
DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of
competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under
Florida Law.
100533394 13 a aw 0IO2 I
Piggyback Contract—(AMPS,Inc.) 4
EXECUTION OF THE AGREEMENT. This Agreement will take effect once signed by both
parties. This Agreement may be signed by the parties in counterparts which together shall
constitute one and the same agreement among the parties. A facsimile signature shall constitute
an original signature for all purposes.
TERMINATION FOR CONVENIENCE. This Agreement may be terminated by the City for
convenience,upon fourteen (14)days of written notice by the terminating party to the other party
for such termination in which event the Vendor shall be paid its compensation for services
performed to the termination date, including services reasonably related to termination. In the
event that the Vendor abandons the Agreement or causes it to be terminated, the Vendor shall
indemnify the City against loss pertaining to this termination.
TERMINATION FOR CAUSE. In addition to all other remedies available to City, this
Agreement shall be subject to cancellation by City for cause, should Vendor neglect or fail to
perform or observe any of the terms, provisions, conditions, or requirements herein contained, if
such neglect or failure shall continue for a period of thirty (30) days after receipt by Vendor of
written notice of such neglect or failure.
INDEMNIFICATION. Vendor shall indemnify and hold harmless the City, its elected and
appointed officers, agents, assigns and employees, consultants, separate Vendors, any of their
subcontractors, or sub-subcontractors, from and against claims, demands, or causes of action
whatsoever, and the resulting losses, damages, costs and expenses, including but not limited to
attorneys' fees, including paralegal expenses, liabilities, damages, orders, judgements, or
decrees, sustained by the City arising out of or resulting from (A) Vendor's performance or
breach of Agreement, (B) acts or omissions, negligence, recklessness, or intentional wrongful
conduct by Vendor's, its agents, employees, subcontractors, participants, and volunteers, and
(C) Vendor's failure to take out and maintain insurance as required under this Agreement.
Vendor's 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, judgements, and attorneys' fees which
may issue thereon. The obligations of this section shall survive indefinitely regardless of
termination of Agreement.
LIMITATION OF LIABILITY. Notwithstanding any provision of the Agreement to which it
is applicable, City shall not be liable or responsible to Vendor beyond the amount remaining due
to Vendor under the Agreement., regardless of whether said liability be based in tort, contract,
indemnity or otherwise; and in no event shall City be liable to Vendor for punitive or exemplary
damages or for lost profits or consequential damages.
INDEPENDENT CONTRACTOR. The Agreement does not create an employee/employer
relationship between the Parties. It is the intent of the Parties that Contractor is an independent
contractor pursuant to the Agreement and shall not be considered the City's employee for any
purpose.
COUNTERPARTS AND EXECUTION. This Addendum may be executed by electronic
signature or by hand, 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
:005 31394 I Ioavnn 182
Piggyback Contract—(AMPS,Inc.) 5
this Addendum 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.
COMPLIANCE WITH LAWS. Vendor hereby warrants and agrees, that at all times material
to the Agreement, Vendor shall perform its obligations in compliance with all applicable federal,
state, local laws, rules and regulations, including Section 501.171, Florida Statutes. Non-
compliance may constitute a material breach of the Agreement.
ASSIGNMENT. In the event Agreement, and any interests granted herein shall be assigned,
transferred, or otherwise encumbered, under any circumstances by Vendor, Vendor must gain
prior written consent from City thirty (30) days before such transfer. For purposes of Agreement,
any change of ownership of Company shall constitute an assignment which requires City's
approval. Notwithstanding the foregoing, Vendor may, without City's consent, assign this
Agreement in whole or in part as part of a corporate reorganization, consolidation, merger or sale
of substantially all of its assets related to this Agreement. Vendor shall provide City written
notice of any such corporate reorganization, consolidation, merger or sale of substantially all of
its assets related to this Agreement within thirty(30)days of such event.
AGREEMENT SUBJECT TO FUNDING. The Agreement shall remain in full force and
effect only as long as the expenditures provided for in the Agreement have been appropriated by
the City Commission of the City of Boynton Beach in the annual budget for each fiscal year of
this Agreement, and is subject to termination based on lack of funding. Early termination by City
due to loss of funding shall not obligate Vendor to refund any prepaid fees.
Section 1. Entire Agreement. The Agreement and this Addendum, and any subsequent
amendments or purchase orders signed by the Parties hereto shall constitute the entire
understanding of the Parties.
Section 2. Severability. If any provision of this Addendum or application thereof to any
person or situation shall to any extent, be held invalid or unenforceable, the remainder of
this Addendum, and the application of such provisions to persons or situations other than
those as to which it shall have been held invalid or unenforceable, shall not be affected
thereby, and shall continue in full force and effect, and be enforced to the fullest extent
permitted by law.
Section 3. In the event that the Aquifer Maintenance and Performance Systems, Inc.
agreement with the Palm Beach County is amended, or terminated, Aquifer Maintenance
and Performance Systems,Inc. shall notify the City within ten (10) days. In the event the
Aquifer Maintenance and Performance Systems, Inc agreement with the Palm Beach
County amended or terminated prior to its expiration, this Contract shall remain in full
force and effect, and not be deemed amended or terminated until specifically amended or
terminated by the parties hereto.
Section 4. Aquifer Maintenance and Performance Systems, Inc. agrees that in the event it
enters into a Contract for the same (or substantially similar) scope of services with
another local government in Florida which contains a term or condition, including fees,
00$33341.I 3111,-41K11 K2
Piggyback Contract—(AMPS,Inc.) 6
charges, or costs, which the City determines to be more favorable than the terms in this
Contract, the parties shall enter into an Addendum to provide those terms to the City.
Section 5. The insurance required shall require that the Certificate of Insurance name the
City of Boynton Beach as an additional insured.
Section 6. In all.other aspects, the terms and conditions of the Aquifer Maintenance and
Performance Systems, Inc. with the Palm Beach County agreement are hereby ratified
and shall remain in full fo>;ceiand effect under this Contract, as provided by their terms.
Signature Page to follow
:n0533394 1 306.90011131
Piggyback Contract—(AMPS,Inc.) 7
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the
day and year first written above.
CITY OF BOYNTON BEACH, FLORIDA AQUIFER MAINTENANCE AND
\RFORMAEMS,INC.
A°
a 14
Daniel Dugge , '• ►i an. (Si 01 e), Compan
ittSKV(RNI
Print ame of Authorized Official
60(
Title
Approved as to Form
Michael D.Cirullo,Jr.,City Attorney (Corporate Seal)
Attest/' thenticated:
r►'
Atte ;4/Authenticated: AL—.
(Signal IF ess
.._, , , • __ k.... ° 6 L QkV‘ii 4Z
City CI rk• Print Name
--",e0N Tp; 1% ,
j O�cpRPOR,gT�.,. 11
• SEAL�'•_�'
• s
f • INCORPORATED!
't, �., 1920 ;
II,
't��FLORIDP` r'
:00533394.1306-9001821 I
I Piggyback Contract—(AMPS,Inc.) 8
EXHIBIT A
AGREEMENT BETWEEN THE PALM BEACH COUNTY
AND
AQUIFER MAINTENANCE AND PERFORMANCE SYSTEMS,INC.
(AMPS,Inc.)
;0053 3394 1306.9001821
Piggyback Contract—(AMPS,Inc.) 9