Loading...
R21-026 1 RESOLUTION NO.R21- 0(-)ce 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING THE AWARD OF RFP NO. 021-2411- 5 20/RW FOR SUPPLEMENTAL BUILDING INSPECTIONS AND 6 PLAN REVIEW SERVICES TO C.A.P. GOVERNMENT, INC., 7 UNIVERSAL ENGINEERING SCIENCES, INC. AND CALVIN, 8 GIORDANO & ASSOCIATES, INC.; AUTHORIZING THE CITY 9 MANAGER TO SIGN PROFESSIONAL SERVICES AGREEMENTS 10 FOR SERVICES TO BE UTILIZED ON AN "AS NEEDED BASIS" 11 WITH A NOT TO EXCEED AMOUNT OF $350,000.00; AND 12 PROVIDING AN EFFECTIVE DATE. 13 14 WHEREAS, On November 18, 2020, Purchasing issued a Request for Proposals 15 (RFP)with the intent to establish qualified and experienced firms to perform fire,building, 16 electrical, mechanical and/or plumbing inspections and plan review services on an "as 17 needed basis"; and 18 WHEREAS,this RFP was issued to maintain good service and responsiveness for 19 plan review for residential and commercial applications, review Business Use 20 Certification for change in occupancy requirements,and inspection services for structures 21 in which permits have been issued by the City of Boynton Beach; and 22 WHEREAS, after reviewing all proposals, the Fire and Building Divisions are 23 requesting a multi-award to three (3) firms: C.A.P. Government, Inc., Universal 24 Engineering Sciences, Inc. and Calvin, Giordano &Associates; and 25 WHEREAS, by awarding to these three (3) vendors, the Fire and Building 26 Departments will be assured that there will be personnel available to provide immediate 27 services as required; and 28 WHEREAS, the City Commission of the City of Boynton Beach upon 29 recommendation of staff,deems it to be in the best interest of the citizens and residents to 30 approve the award Approve the award of RFP No. 021-2411-20/RW for Supplemental 31 Building Inspections and Plan Review Services to C.A.P. Government, Inc., Universal 32 Engineering Sciences, Inc. and Calvin, Giordano & Associates, Inc. and authorize the S:\CA\RESO\Agreements\Award of RFP for Supplemental Building Inspections and Plans review-3 vendors-Reso.docx 1 City Manager to sign Professional Services Agreements for services to be utilized on an 2 "as needed basis" with a not to exceed amount of$350,000.00. 3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION 4 OF THE CITY OF BOYNTON BEACH,FLORIDA,THAT: 5 Section 1. The foregoing"Whereas"clauses are hereby ratified and confirmed 6 as being true and correct and are hereby made a specific part of this Resolution upon 7 adoption. 8 Section 2. The City Commission of the City of Boynton Beach, Florida, 9 hereby approves the award of RFP No. 021-2411-20/RW for Supplemental Building 10 Inspections and Plan Review Services to C.A.P.Government,Inc.,Universal Engineering 11 Sciences, Inc. and Calvin, Giordano & Associates, Inc. and authorize the City Manager 12 to sign Professional Services Agreements for services to be utilized on an "as needed 13 basis" with a not to exceed of $350,000.00. A copy of each Professional Services 14 Agreement is attached hereto and incorporated herein as Composite Exhibit"A". 15 Section 3. That this Resolution shall become effective immediately. 16 PASSED AND ADOPTED this 16th day of February,2021. 17 CITY OF BOYNTON BEACH,FLORIDA 18 YES NO 19 20 Mayor—Steven B. Grant 21 22 Vice-Mayor—Ty Penserga 23 ✓ 24 Commissioner—Justin Katz 25 26 Commissioner—Woodrow L. Hay V 27 28 Commissioner—Christina L. Romelus 29 30 ATTEST: VOTE 5 31 32 I.41i! i��111 0.'411 % .14 l�`� F� � , ,, 33 Tammy Stanzi' e �` t j, •r` t1 t.. el.1 Yk-,, 34 Deputy City C erk •#d`4 r ` " fra, f " ; 35 (Corporate Seal) • i I.ttf; �4► �.; r t.: S:\CA\RESO\Agreements\Award of RFP for Supplemental Building Inspections and Plans review-3 vendors-Reso.docx • - 0 r ay t R f, PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES THIS AGREEMENT is entered into between the CITY of Boynton Beach, hereinafter referred to as "CITY", and Calvin, Giordano & Associates, Inc., hereinafter referred to as "CONSULTANT", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the CITY of Boynton Beach solicited proposals for a non-exclusive Contract to perform building inspections and plan review services, and WHEREAS, THE CITY issued a Request For Proposal for SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES, RFP No. 021-2411-20/RW; and WHEREAS, RFP No. 021-2411-20/RW defined Scope of Services as SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in RFP No. 021-2411-20/RW; and WHEREAS, the CITY Manager administrative staff, has successfully negotiated an Agreement with CONSULTANT defining terms and conditions for the performance of supplemental building inspections and plan review service within the scope of the Request for Proposal; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform Supplemental Building Inspections and Plan Review Services outlined in RFP No. 021-2411-20/RW and incorporated herein: Sections "RESPONSIBILITIES" and "EQUIPMENT". RESPONSIBILITIES a. Inspection and Plan Review services shall include, but not be limited to, fire, general building, mechanical (HVAC), plumbing, structural and electrical, as well as providing all administrative documentation as required by the City. b. Inspect permitted construction within the City limits, for compliance with City codes and ordinances and permitted plans and specifications. c. Receive and investigate alleged complaints of working without permits, code violations, etc., by citizens, City employees, and others including appearances before the Code Enforcement Board where appropriate. 100423368.1306.90018211RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-I d. Prepare written reports of inspections and investigations of complaints and other reports as may be reasonably requested by the City. City inspection forms must be used. e. Maintain records of inspection and investigations. Log daily inspections and results in the computer system. f. Review plans for code compliance. Maintain records of reviews and investigations. Log daily reviews and results in the computer system. g. Contact contractors, architects, engineers, and citizens about construction projects, code questions, and other concerns. h. Perform other duties that are related to or incidental to Inspector's or Plan Reviewer's primary duties as herein described and that the City may from time to time assign. i. Perform these duties during normal business hours of 7:00 AM to 6:00 PM, Monday through Thursday as needed, or as may be altered with mutual agreement. j. Report to the City's Building Official or designee. k. Inspection Services and Plan Review shall be provided in the event of a natural disaster (i.e. hurricane). I. Inspection personnel may be required to attend meetings or to provide consultation to the City. EQUIPMENT Each inspector shall be required to provide the following items at their own cost: a) An inspection vehicle in good operating condition, subject to approval by the City, capable of transporting one ladder. Vehicle may be required to display a City of Boynton Beach magnetic sign (provided by the City) on the doors. b) Cellular telephone. c) One ladder capable of reaching the roof of a typical one-story home. d) Uniform provided by the firm contracting with the City. e) Safety shoes, hardhats, and other safety related equipment. The CITY's Representative during the performance of this Contract shall be John Kuntzman, Deputy Building Official Development: 561-742-6376 and Adam Temple, Director Community Standards Boynton Beach Fire Rescue: 561-742-6121. The CONSULTANT'S Representative during the performance of the Contract shall be John M. Stone: 954-921-7781. [00428368 13o6-soois2iIRFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-2 ARTICLE 2 -TERM 2.1 The initial Contract period shall be for an initial term of one (1) year, commencing on February 17, 2021.The City reserves the right to renew the contract for three(3)additional one (1) year periods, under the same terms, conditions. The Services to be performed during the initial one (1) year term will be governed by this Agreement, and that there is no guarantee of future work being given to the Consultant. 2.2 In the event that services are scheduled to end either by contract expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is/are completed. At no time shall this transitional period extend more than one-hundred and eighty (180) calendar days beyond the expiration date of the existing contract. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY. ARTICLE 3 -TIME OF PERFORMANCE 3.1 Work under this Contract shall commence upon the issuance of a purchase order by the CITY to the CONSULTANT. CONSULTANT shall perform all services and provide all work product required pursuant to this Agreement within the time period set forth in the purchase order, unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT 4.1 PAYMENT. The Professional shall be paid by the City for completed work and for services rendered under this agreement as follows: a. Payment for the work provided by Professional shall be made promptly on all invoices submitted to the City properly and in accordance with "PRICE PROPOSAL" (Exhibit"A"). b. The Professional may submit invoices to the City once per month during the progress of the contract term. Such invoices will be reviewed by the City, and upon approval thereof, payment will be made to the Professional in the amount approved. c. Final payment of any balance due the Professional of the total price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. d. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. e. The Professional'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 three (3) years after the termination of the Agreement. Copies shall be made available upon request ARTICLE 5 -OWNERSHIP AND USE OF DOCUMENTS 5.1 Upon completion of the project and final payment to CONSULTANT, all documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this agreement shall be the property of the (00428368.1306-9oo1a211RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-3 CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing,the CONSULTANT shall maintain the rights to reuse standard details and other design copies,including reproducible copies,of drawing and specifications for information, reference and use in connection with CONSULTANT's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of CONSULTANT, shall be at the CITY's sole risk and without liability to CONSULTANT and CONSULTANT'S sub-CONSULTANTS. ARTICLE 6 - FUNDING 6.1 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. ARTICLE 7 -WARRANTIES AND REPRESENTATIONS 7.1 CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. CONSULTANT's services shall meet a standard of care for PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES. In submitting its response to the RFP, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. ARTICLE 8 -COMPLIANCE WITH LAWS 8.1 CONSULTANT shall, in performing the services contemplated by this service 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. ARTICLE 9 - INDEMNIFICATION 9.1 CONSULTANT shall indemnify and hold harmless the CITY, its offices, agents and employees, from and against any and all third-party claims, losses or liability, or any portion thereof, including attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to CONSULTANT's own employees, or damage to property to extent caused by a negligent act, omission of the CONSULTANT. 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 my result from this Agreement or out of the services or goods furnished hereunder. ARTICLE 10 -INSURANCE 10.1 During the performance of the services under this Contract, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies,and shall be written by an insurance company authorized to do business in Florida. [00428368.1 306-900ia21IRFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-4 10.1.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this Contract, 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 sub-CONSULTANT 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. 10.1.2 Comprehensive General Liability: The CONSULTANT shall procure and maintain for the life of this Contract, 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 of Article 7, "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. CONSULTANT 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. 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this Contract, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT 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 CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1.4 Professional Liability(Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this Contract in the minimum amount of $1,000,000 per occurrence. 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub-consultants comply with the same insurance requirements referenced above. 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the Contract upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10.4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims-made policy only. [00428368 1 306-9001821)RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-5 ARTICLE 11 - INDEPENDENT CONSULTANT 11.1 CONSULTANT is an independent CONSULTANT with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither CONSULTANT nor any employee of CONSULTANT 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 CONSULTANT, or any employee of CONSULTANT. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES 12.1 The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the CONSULTANT, 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. ARTICLE 13—TRUTH-IN-NEGOTIATION CERTIFICATE 13.1 Execution of this Agreement by the CONSULTANT 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 the CONSULTANT's most favored customer for the same or substantially similar service. 13.2 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 CONSULTANTs. The CITY shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - DISCRIMINATION PROHIBITED 14.1 The CONSULTANT, 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. ARTICLE 15 -ASSIGNMENT 15.1 The CONSULTANT shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 10042836813069001821IRFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-6 ARTICLE 16 - NON-WAIVER 16.1 A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 17 —TERMINATION 17.1 Termination for Convenience: This Agreement may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the Agreement or causes it to be unlawfully terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this abandonment or unlawful termination. CONSULTANT may terminate this contract, or any part of this contract upon ninety (90) days written notice, with or without cause and with no penalty or additional cost beyond the rates stated in this contract. in case of such termination, CONSULTANT shall be entitled to receive payment for work completed up to and including the date of termination within thirty (30) days of the termination. ARTICLE 18 - DISPUTES 18.1 Any dispute arising out of the terms or conditions of this Agreement shall be adjudicated within the courts of Florida. Further, this Agreement shall be construed under Florida Law. ARTICLE 19— UNCONTROLLABLE FORCES 19.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces"shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 19.2 Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. (00428368.1 306-9oo1821IRFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-7 111 ARTICLE 20 - NOTICES Notices to the CITY of Boynton Beach shall be sent to the following address: City of Boynton Beach Attn: Lori LaVerriere, City Manager 1 100 E. Ocean Avenue Boynton Beach, FL 33435 Notices to CONSULTANT shall be sent to the following address: Calvin, Giordano & Associates, Inc. 1800 Eller Drive Fort Lauderdale, FL 33316 Attn: John M. Stone Tel: 954-921-7781 Fax: 954-921-8807 Email: jstone@cgasolutions.com ARTICLE 21 - INTEGRATED AGREEMENT 21.1 This Agreement, together with the RFP/RFP and any addenda and/or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 22 - SOVEREIGN IMMUNITY 22.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law. It is the intention of the parties that, to the greatest extent permitted by applicable law, CONSULTANT shall be entitled to protection under the doctrine of sovereign immunity, including limitations of liability, to the same extent as CITY would be in the event that the services provided by CONSULTANT were being provided by CITY. Nothing in the Contract shall be deemed a waiver of such protections. 22.2 In connection with any litigation or other proceeding arising out of the Agreement, each party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend 00428368 1 306-9001821}RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-8 CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 1. Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this Agreement. 2. The parties agree that any action arising out of this Agreement shall take place in Palm Beach County, Florida. ARTICLE 23—PUBLIC RECORDS 23.1 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 public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, CONSULTANT shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the CONSULTANT transfers the records in its possession to the CITY; and D. Upon completion of the contract, Consultant shall transfer to the CITY, at no cost to the CITY, all public records in CONSULTANT'S possession. All records stored electronically by CONSULTANT 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 CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CRYSTAL GIBSON, CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6061 GIBSONC@BBFL.US [00428368.1306-9001821)RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-9 ARTICLE 24-SCRUTINIZED COMPANIES 287.135 and 215.473 24.1 By submission of this Bid, Proposer certifies that Proposer is not participating in a boycott of Israel. Proposer further certifies that Proposer 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 CONSULTANT 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 CONSULTANT of the CITY's determination concerning the false certification. CONSULTANT 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, CONSULTANT 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 CONSULTANT 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. ARTICLE 25- E-VERIFY Contractor certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statues, as may be amended from time to time and briefly described herein below. 1) Definitions for this Section: "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. "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. 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 subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the City of (00428358.1305-9o01a21)RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-10 Boynton Beach. The Contractor acknowledges and agrees that registration and 111 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. This Agreement will take effect on February 17, 2021 or 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. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK. 100428368.13ob-9oomuRFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-11 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and year set forth below their respective signatures. IN WITNESS WHEREOF, the parties hereto have executed this Contract in multiple copies, each of which shall be considered an original on the following dates: DATED this day of V c,...4,6,_2( 227 , 20 . CITY OF BOYNTON BEACH , ,.. ..,„,,,,,..._, _,............. City Ma ager Calvin, Giordano&Associates, Inc. Attest/Authenticated: Chris Giordano, MSC, CCM President Title y-f-- f ;ti; ,� i':° A2r i (Corporate S a ; ,-" City Clerk y ii . ? n = t '�:,;"5; !>•, .1;_.,:": ";41.",:74: o 41 Approved a o Fi rm:; eoYN'�° Attest/ uthenticated: ' , o°F 1 /6 / ' . ► - of helrAttorney Witness I [oo42236E.13o6-9a01a21[RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-12 City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of insurance required of consultants,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 or lower 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/OpAgg. $1,000,000.00 Owners&Consultant's Protective(OCP) Personal&Adv.Injury $1,000,000.00 Liquor Liability Each Occurrence $1,000,000.00 Professional Liability Fire Damage(any one fire) $ 50,000.00 Employees&Officers Med.Expense(any one person) $ 5,000.00 Pollution Liability Asbestos Abatement Lead Abatement Broad Form Vendors Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Consultants Broad Form Property Damage Fire Legal Liability Automobile Liability — — —J–Combined Single Limit -- $ 300,000.00 to be determined Any Auto Bodily Injury(per person) All Owned Autos Bodily Injury(per accident) to be determined Scheduled Autos Property Damage to be determined Hired Autos Trailer Interchange $ 50,000.00 Non-Owned Autos PIP Basic Intermodal ---- — Garage Liability Auto Only,Each Accident $1,000,000.00 Any Auto Other Than Auto Only $ 100,000.00 Garage Keepers Liability Each Accident $1,000,000.00 Aggregate $1,000,000.00 -----------_—�-----�--_-------- -------------.—__—,-- Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 100,000.00 Disease,Policy Limit $ 500,000.00 Disease Each Employee $ 100,000.00 ------ Property Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost ------ ---------------- ---------------------- ------ Other- As Risk Identified to be determined 1004283641.130(,-9001821 I RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-11 EXHIBIT "A" SCHEDULE OF PRICES • • • ► • • • 4 ► • The Proposer agrees to provide Supplemental Inspections and Plan Review Services as called for by the Scope of Services and Proposal Documents and Agreement, in the manner prescribed therein and to the standards of quality and performance established by the City for the unit price stated in the spaces herein provided. • SINGLE CERTIFICATION (Any one discipline as a Fire, Building, Mechanical, Electrical, or Plumbing Inspector/Plan Review) • MULTIPLE CERTIFICATIONS (Any combination of Fire, Building, Mechanical, Electrical, or Plumbing Inspector/Plan Review) • ONE DAY EQUALS EIGHT(8)HOURS TWO HOURS MINIMUM FOR HOURLY All hourly rates provided shall be inclusive of all reimbursable expenses (travel, mileage, copies, etc.). Item Description Hourly Rate Per Estimated Total Annual No. of Services Individual Hours Annually Cost Single Discipline 1 Field $95.00 5,613 $533,235.00 Inspector Single Discipline 2 Plans $100.00 2,406 $240,600.00 Examiner GRAND TOTAL $733,835.00 OPTIONAL SERVICES Multi 3 Discipline $95.00 Field Inspector Multi 4 Discipline $100.00 Plans Examiner Business $95.00 5 Inspector Application $65.000 6 Technician 10042836.41 306-u001%211REP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-12 11- p i -vau, I .,T._ r PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES THIS AGREEMENT is entered into between the CITY of Boynton Beach, hereinafter referred to as "CITY", and Universal Engineering Sciences. LLC, hereinafter referred to as "CONSULTANT", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the CITY of Boynton Beach solicited proposals for a non-exclusive Contract to perform building inspections and plan review services, and WHEREAS, THE CITY issued a Request For Proposal for SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES, RFP No. 021-2411-20IRW; and WHEREAS, RFP No. 021-2411-20/RW defined Scope of Services as SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in RFP No. 021-2411-20/RW; and WHEREAS, the CITY Manager administrative staff, has successfully negotiated an Agreement with CONSULTANT defining terms and conditions for the performance of supplemental building inspections and plan review service within the scope of the Request for Proposal; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform Supplemental Building Inspections and Plan Review Services outlined in RFP No. 021-2411-20/RW and incorporated herein: Sections "RESPONSIBILITIES"and "EQUIPMENT". RESPONSIBILITIES a. Inspection and Plan Review services shall include, but not be limited to, fire, general building, mechanical (HVAC), plumbing, structural and electrical, as well as providing all administrative documentation as required by the City. b. Inspect permitted construction within the City limits, for compliance with City codes and ordinances and permitted plans and specifications. c. Receive and investigate alleged complaints of working without permits, code violations, etc., by citizens, City employees, and others including appearances before the Code Enforcement Board where appropriate. RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C- d. Prepare written reports of inspections and investigations of complaints and other reports as may be reasonably requested by the City. City inspection forms must be used. e. Maintain records of inspection and investigations. Log daily inspections and results in the computer system. f. Review plans for code compliance. Maintain records of reviews and investigations. Log daily reviews and results in the computer system. g. Contact contractors, architects, engineers, and citizens about construction projects, code questions, and other concerns. h. Perform other duties that are related to or incidental to Inspector's or Plan Reviewer's primary duties as herein described and that the City may from time to time assign. i. Perform these duties during normal business hours of 7:00 AM to 6:00 PM, Monday through Thursday as needed, or as may be altered with mutual agreement. j. Report to the City's Building Official or designee. k. Inspection Services and Plan Review shall be provided in the event of a natural disaster (i.e. hurricane). I. Inspection personnel may be required to attend meetings or to provide consultation to the City. EQUIPMENT Each inspector shall be required to provide the following items at their own cost: a) An inspection vehicle in good operating condition, subject to approval by the City, capable of transporting one ladder. Vehicle may be required to display a City of Boynton Beach magnetic sign (provided by the City) on the doors. b) Cellular telephone. c) One ladder capable of reaching the roof of a typical one-story home. d) Uniform provided by the firm contracting with the City. e) Safety shoes, hardhats, and other safety related equipment. The CITY's Representative during the performance of this Contract shall be John Kuntzman, Deputy Building Official Development: 561-742-6376 and Adam Temple, Director Community Standards Boynton Beach Fire Rescue: 561-742-6121. The CONSULTANT'S Representative during the performance of the Contract shall be Michael Mayall: 561-347-0070. RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-2 ARTICLE 2 - TERM III 2.1 The initial Contract period shall be for an initial term of one (1) year, commencing on February 17, 2021. The City reserves the right to renew the contract for three (3)additional one (1) year periods, under the same terms, conditions. The Services to be performed during the initial one (1) year term will be governed by this Agreement, and that there is no guarantee of future work being given to the Consultant. 2.2 In the event that services are scheduled to end either by contract expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is/are completed. At no time shall this transitional period extend more than one-hundred and eighty (180) calendar days beyond the expiration date of the existing contract. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY. ARTICLE 3 - TIME OF PERFORMANCE 3.1 Work under this Contract shall commence upon the issuance of a purchase order by the CITY to the CONSULTANT. CONSULTANT shall perform all services and provide all work product required pursuant to this Agreement within the time period set forth in the purchase order, unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT 4.1 PAYMENT. The Professional shall be paid by the City for completed work and for services rendered under this agreement as follows: a. Payment for the work provided by Professional shall be made promptly on all invoices submitted to the City properly and in accordance with "PRICE PROPOSAL" (Exhibit "A"). b. The Professional may submit invoices to the City once per month during the progress of the contract term. Such invoices will be reviewed by the City, and upon approval thereof, payment will be made to the Professional in the amount approved. c. Final payment of any balance due the Professional of the total price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. d. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. e. The Professional'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 three (3) years after the termination of the Agreement. Copies shall be made available upon request I ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS 5.1 Upon completion of the project and final payment to CONSULTANT, all documents, drawings, specifications and other materials produced by the CONSULTANT in RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-3 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. Notwithstanding the foregoing, the CONSULTANT shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawing and specifications for information, reference and use in connection with CONSULTANT's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of CONSULTANT, shall be at the CITY's sole risk and without liability to CONSULTANT and CONSULTANT'S sub-CONSULTANTS. ARTICLE 6 - FUNDING 6.1 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. ARTICLE 7 -WARRANTIES AND REPRESENTATIONS 7.1 CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. CONSULTANT's services shall meet a standard of care for PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES. In submitting its response to the RFP, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. ARTICLE 8 - COMPLIANCE WITH LAWS 8.1 CONSULTANT shall, in performing the services contemplated by this service 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. ARTICLE 9 - INDEMNIFICATION 9.1 CONSULTANT shall indemnify and hold harmless the CITY, its offices, agents and employees, from and against any and all claims, losses or liability, or any portion thereof, including attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to CONSULTANT's own employees, or damage to property occasioned by a negligent act, omission of the CONSULTANT. 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 my result from this Agreement or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this Contract, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-4 10.1.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this Contract, 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 sub-CONSULTANT 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. 10.1.2 Comprehensive General Liability: The CONSULTANT shall procure and maintain for the life of this Contract, 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 of Article 7, "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. CONSULTANT 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. 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this Contract, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT 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 CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1.4 Professional Liability (Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this Contract in the minimum amount of $1,000,000 per occurrence. 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub-consultants comply with the same insurance requirements referenced above. 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the Contract upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10.4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims-made policy only RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-5 ARTICLE 11 - INDEPENDENT CONSULTANT 11.1 CONSULTANT is an independent CONSULTANT with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither CONSULTANT nor any employee of CONSULTANT 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 CONSULTANT, or any employee of CONSULTANT. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES 12.1 The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the CONSULTANT, 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. IARTICLE 13 —TRUTH-IN-NEGOTIATION CERTIFICATE 13.1 Execution of this Agreement by the CONSULTANT 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 the CONSULTANT's most favored customer for the same or substantially similar service. 13.2 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 CONSULTANTs. The CITY shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - DISCRIMINATION PROHIBITED 14.1 The CONSULTANT, 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. I ARTICLE 15 - ASSIGNMENT 15.1 The CONSULTANT shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. RFP Na. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-6 ARTICLE 16 - NON-WAIVER 16.1 A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 17—TERMINATION 17.1 Termination for Convenience: This Agreement may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the Agreement or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination. ARTICLE 18 - DISPUTES 18.1 Any dispute arising out of the terms or conditions of this Agreement shall be adjudicated within the courts of Florida. Further, this Agreement shall be construed under Florida Law. ARTICLE 19— UNCONTROLLABLE FORCES 19.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 19.2 Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 20 - NOTICES Notices to the CITY of Boynton Beach shall be sent to the following address: City of Boynton Beach Attn: Lori LaVerriere, City Manager 100 E. Ocean Avenue Boynton Beach, FL 33435 RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-7 Notices to CONSULTANT shall be sent to the following address: Universal Engineering Sciences, LLC 1215 Wallace Drive Delray Beach, FL 33444 Attn: Michael Mayall Tel: 561-347-0070 Fax: 561-395-5805 Email: MMayall@universalengineering.com ARTICLE 21 - INTEGRATED AGREEMENT 21.1 This Agreement, together with the RFP/RFP and any addenda and/or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 22 - SOVEREIGN IMMUNITY 22.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law. 22.2 In connection with any litigation or other proceeding arising out of the Agreement, each party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 1. Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this Agreement. 2. The parties agree that any action arising out of this Agreement shall take place in Palm Beach County, Florida. ARTICLE 23 —PUBLIC RECORDS 23.1 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. RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-8 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT 111 shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, CONSULTANT shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the CONSULTANT transfers the records in its possession to the CITY; and D. Upon completion of the contract, Consultant shall transfer to the CITY, at no cost to the CITY, all public records in CONSULTANT'S possession. All records stored electronically by CONSULTANT 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 CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CRYSTAL GIBSON, CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6061 GIBSONC@BBFL.US ARTICLE 24— SCRUTINIZED COMPANIES 287.135 and 215.473 24.1 By submission of this Bid, Proposer certifies that Proposer is not participating in a boycott of Israel. Proposer further certifies that Proposer 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 CONSULTANT 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 RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-9 shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to CONSULTANT of the CITY's determination concerning the false certification. CONSULTANT 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, CONSULTANT 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 CONSULTANT 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. ARTICLE 25— E-VERIFY Contractor certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statues, as may be amended from time to time and briefly described herein below. 1) Definitions for this Section: "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. "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. 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 subvendors/subconsultants/subcontractors) 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 RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-10 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. This Agreement will take effect on February 17, 2021 or 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." IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and year set forth below their respective signatures. IN WITNESS WHEREOF, the parties hereto have executed this Contract in multiple copies, each of which shall be considered an original on the following dates: DATED this "1" day of t�3 CL, / , 20 Dl . CITY OF BOYNTON BEACH / / . 1 • (i2 nom-- 4 / elf oc libfalo p.f. City Manager Univers.,l En!ineering Sciences, LLC Attest/Authenticated: • 0 r Title AtititA Airei i �temationtv '�', - P� °pig..., f e. , >, ,i�e ",P O� ,' o �o e-difii A1P) 4 � P (q, orate weal) - City Clerk Ze �, 1•SEAL l.- s.% . .Fioria ntifi , Approved a • Fo m: Attest/Authenticated: O ir of a or Attorney fitness I RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-I l City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder"and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of insurance required of consultants,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 or lower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) _ �- MINIMUM UMITS REQUIRED General Liability ~-� General Aggregate $1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $1,000,000.00 Owners&Consultant's Protective(OCP) Personal&Adv. Injury $1,000,000.00 Liquor Liability Each Occurrence $1,000,000.00 Professional Liability Fire Damage(any one fire) $ 50,000.00 Employees&Officers Med. Expense(any one person) $ 5,000.00 Pollution Liability Asbestos Abatement Lead Abatement Broad Form Vendors Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Consultants Broad Form Property Damage Fire Legal Liability Automobile Liability • �_.__. Combined Single LimitW. .. $ 300,000.00 Any Auto Bodily Injury(per person) to be determined All Owned Autos Bodily Injury(per accident) to be determined Scheduled Autos Property Damage to be determined Hired Autos Trailer Interchange $ 50,000.00 Non-Owned Autos PIP Basic Intermodal Garage Liability Auto Only,Each Accident $1,000,000.00 Any Auto Other Than Auto Only $ 100,000.00 Garage Keepers Liability Each Accident $1,000,000.00 Aggregate $1,000,000.00 Excess Liability Each Occurrence ..._�- to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 100,000.00 Disease,Policy Limit $ 500,000.00 Disease Each Employee $ 100,000.00 Property Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Other- As Risk Identified to be determined I RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-i l EXHIBIT "A" SCHEDULE OF PRICES SCHEDULE OF PRICES CONSIST OF THE FOLLOWING: The Proposer agrees to provide Supplemental Inspections and Plan Review Services as called for by the Scope of Services and Proposal Documents and Agreement, in the manner prescribed therein and to the standards of quality and performance established by the City for the unit price stated in the spaces herein provided. ➢ SINGLE CERTIFICATION (Any one discipline as a Fire, Building, Mechanical, Electrical, or Plumbing Inspector/Plan Review) ➢ MULTIPLE CERTIFICATIONS (Any combination of Fire, Building, Mechanical, Electrical, or Plumbing Inspector/Plan Review) ➢ ONE DAY EQUALS EIGHT (8) HOURS ➢ TWO HOURS MINIMUM FOR HOURLY All hourly rates provided shall be inclusive of all reimbursable expenses (travel, mileage, copies, etc.). Item Description Hourly Rate Per Estimated Total Annual No. of Services Individual Hours Annually Cost Single Disciplihe 1 Field $72.50 5,613 $406,942.50 Inspector Single Discipline 2 Plans $97.75 2,406 $235,186.50 Examiner GRAND TOTAL $642,129.00 OPTIONAL SERVICES Multi 3 Discipline $95.00 Field Inspector Multi 4 Discipline $125.00 Plans Examiner Business $65.00 5 Inspector Application $46.50 6 Technician RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-12 /I J'Y O!. m 1 1 _ 3`4,, ` P U TN 9 PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES THIS AGREEMENT is entered into between the CITY of Boynton Beach, hereinafter referred to as "CITY", and C.A.P. Government, Inc., hereinafter referred to as "CONSULTANT", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the CITY of Boynton Beach solicited proposals for a non-exclusive Contract to perform building inspections and plan review services, and WHEREAS, THE CITY issued a Request For Proposal for SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES, RFP No. 021-2411-20/RW; and WHEREAS, RFP No. 021-2411-20/RW defined Scope of Services as SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in RFP No. 021-2411-20/RW; and WHEREAS, the CITY Manager administrative staff, has successfully negotiated an Agreement with CONSULTANT defining terms and conditions for the performance of supplemental building inspections and plan review service within the scope of the Request for Proposal; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform Supplemental Building Inspections and Plan Review Services outlined in RFP No. 021-2411-20/RW and incorporated herein: Sections "RESPONSIBILITIES" and "EQUIPMENT". RESPONSIBILITIES a. Inspection and Plan Review services shall include, but not be limited to, fire, general building, mechanical (HVAC), plumbing, structural and electrical, as well as providing all administrative documentation as required by the City. b. Inspect permitted construction within the City limits, for compliance with City codes and ordinances and permitted plans and specifications. c. Receive and investigate alleged complaints of working without permits, code violations, etc., by citizens, City employees, and others including appearances before the Code Enforcement Board where appropriate. RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-I d. Prepare written reports of inspections and investigations of complaints and other reports as may be reasonably requested by the City. City inspection forms must be used. e. Maintain records of inspection and investigations. Log daily inspections and results in the computer system. f. Review plans for code compliance. Maintain records of reviews and investigations. Log daily reviews and results in the computer system. g. Contact contractors, architects, engineers, and citizens about construction projects, code questions, and other concerns. h. Perform other duties that are related to or incidental to Inspector's or Plan Reviewer's primary duties as herein described and that the City may from time to time assign. i. Perform these duties during normal business hours of 7:00 AM to 6:00 PM, Monday through Thursday as needed, or as may be altered with mutual agreement. j. Report to the City's Building Official or designee. k. Inspection Services and Plan Review shall be provided in the event of a natural disaster (i.e. hurricane). I. Inspection personnel may be required to attend meetings or to provide consultation to the City. EQUIPMENT Each inspector shall be required to provide the following items at their own cost: a) An inspection vehicle in good operating condition, subject to approval by the City, capable of transporting one ladder. Vehicle may be required to display a City of Boynton Beach magnetic sign (provided by the City) on the doors. b) Cellular telephone. c) One ladder capable of reaching the roof of a typical one-story home. d) Uniform provided by the firm contracting with the City. e) Safety shoes, hardhats, and other safety related equipment. The CITY's Representative during the performance of this Contract shall be John Kuntzman, Deputy Building Official Development: 561-742-6376 and Adam Temple, Director Community Standards Boynton Beach Fire Rescue: 561-742-6121. The CONSULTANT'S Representative during the performance of the Contract shall be Carlos A. Penin, PE: 305-666-7178. I RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-2 ARTICLE 2 -TERM 2.1 The initial Contract period shall be for an initial term of one (1) year, commencing on February 17, 2021. The City reserves the right to renew the contract for three(3)additional one (1) year periods, under the same terms, conditions. The Services to be performed during the initial one (1) year term will be governed by this Agreement, and that there is no guarantee of future work being given to the Consultant. 2.2 In the event that services are scheduled to end either by contract expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is/are completed. At no time shall this transitional period extend more than one-hundred and eighty (180) calendar days beyond the expiration date of the existing contract. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY. ARTICLE 3 -TIME OF PERFORMANCE 3.1 Work under this Contract shall commence upon the issuance of a purchase order by the CITY to the CONSULTANT. CONSULTANT shall perform all services and provide all work product required pursuant to this Agreement within the time period set forth in the purchase order, unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT 4.1 PAYMENT. The Professional shall be paid by the City for completed work and for services rendered under this agreement as follows: a. Payment for the work provided by Professional shall be made promptly on all invoices submitted to the City properly and in accordance with "PRICE PROPOSAL" (Exhibit "A"). b. The Professional may submit invoices to the City once per month during the progress of the contract term. Such invoices will be reviewed by the City, and upon approval thereof, payment will be made to the Professional in the amount approved. c. Final payment of any balance due the Professional of the total price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. d. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. e. The Professional'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 three (3) years after the termination of the Agreement. Copies shall be made available upon request ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS 5.1 Upon completion of the project and final payment to CONSULTANT, all documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this agreement shall be the property of the RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-3 • CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the CONSULTANT shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawing and specifications for information, reference and use in connection with CONSULTANT's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of CONSULTANT, shall be at the CITY's sole risk and without liability to CONSULTANT and CONSULTANT'S sub-CONSULTANTS. ARTICLE 6 - FUNDING 6.1 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. ARTICLE 7 -WARRANTIES AND REPRESENTATIONS 7.1 CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. CONSULTANT's services shall meet a standard of care for PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES. In submitting its response to the RFP, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. ARTICLE 8 - COMPLIANCE WITH LAWS 8.1 CONSULTANT shall, in performing the services contemplated by this service 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. ARTICLE 9 - INDEMNIFICATION 9.1 CONSULTANT shall indemnify and hold harmless the CITY, its offices, agents and employees, from and against any and all claims, losses or liability, or any portion thereof, including attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to CONSULTANT's own employees, or damage to property occasioned by a negligent act, omission of the CONSULTANT. 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 my result from this Agreement or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this Contract, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-4 10.1.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this Contract, Worker's Compensation Insurance covering 111 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 sub-CONSULTANT 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. 10.1.2 Comprehensive General Liability: The CONSULTANT shall procure and maintain for the life of this Contract, 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 of Article 7, "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. CONSULTANT 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. 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this Contract, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT II 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 CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1.4 Professional Liability(Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this Contract in the minimum amount of $1,000,000 per occurrence. 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub-consultants comply with the same insurance requirements referenced above. 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the Contract upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10.4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims-made policy only RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-5 • ARTICLE 11 - INDEPENDENT CONSULTANT 11.1 CONSULTANT is an independent CONSULTANT with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither CONSULTANT nor any employee of CONSULTANT 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 CONSULTANT, or any employee of CONSULTANT. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES 12.1 The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the CONSULTANT, 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. ARTICLE 13—TRUTH-IN-NEGOTIATION CERTIFICATE 13.1 Execution of this Agreement by the CONSULTANT 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 the CONSULTANT's most favored customer for the same or substantially similar service. 13.2 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 CONSULTANTs. The CITY shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - DISCRIMINATION PROHIBITED 14.1 The CONSULTANT, 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. I ARTICLE 15 - ASSIGNMENT 15.1 The CONSULTANT shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-6 ARTICLE 16 - NON-WAIVER 16.1 A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 17—TERMINATION 17.1 Termination for Convenience: This Agreement may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the Agreement or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination. ARTICLE 18 - DISPUTES 18.1 Any dispute arising out of the terms or conditions of this Agreement shall be adjudicated within the courts of Florida. Further, this Agreement shall be construed under Florida Law. ARTICLE 19 — UNCONTROLLABLE FORCES I 19.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 19.2 Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 20 - NOTICES Notices to the CITY of Boynton Beach shall be sent to the following address: City of Boynton Beach Attn: Lori LaVerriere, City Manager 100 E. Ocean Avenue Boynton Beach, FL 33435 RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-7 Notices to CONSULTANT shall be sent to the following address: C.A.P. Government, Inc. 343 Almeria Avenue Coral Gables, FL 33134 Attn: Carlos A. Penin, PE Tel: 350-448-1711 Fax: 305-448-1712 Email: cap@capfla.com ARTICLE 21 - INTEGRATED AGREEMENT 21.1 This Agreement, together with the RFP/RFP and any addenda and/or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 22 - SOVEREIGN IMMUNITY 22.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the Agreement, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law. 22.2 In connection with any litigation or other proceeding arising out of the Agreement, each party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post-judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 1. Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this Agreement. 2. The parties agree that any action arising out of this Agreement shall take place in Palm Beach County, Florida. ARTICLE 23—PUBLIC RECORDS I 23.1 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. RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-8 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, CONSULTANT shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the CONSULTANT transfers the records in its possession to the CITY; and D. Upon completion of the contract, Consultant shall transfer to the CITY, at no cost to the CITY, all public records in CONSULTANT'S possession. All records stored electronically by CONSULTANT 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 CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CRYSTAL GIBSON, CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6061 GIBSONC@BBFL.US ARTICLE 24— SCRUTINIZED COMPANIES 287.135 and 215.473 24.1 By submission of this Bid, Proposer certifies that Proposer is not participating in a boycott of Israel. Proposer further certifies that Proposer 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 CONSULTANT 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 RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-9 shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to CONSULTANT of the CITY's determination concerning the false certification. CONSULTANT 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, CONSULTANT 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 CONSULTANT 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. ARTICLE 25— E-VERIFY Contractor certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statues, as may be amended from time to time and briefly described herein below. 1) Definitions for this Section: "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. "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. 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 subvendors/subconsultants/subcontractors) 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 RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-10 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. This Agreement will take effect on February 17, 2021 or 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." IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and year set forth below their respective signatures. IN WITNESS WHEREOF, the parties hereto have executed this Contract in multiple copies, each of which shall be considered an original on the following dates: DATED this Jo day of l-c-.3. �;Lnn. . , 20 . CITY OF BOYNTON BEACH l9 �tJ" ity anager C.A.P. Government, Inc. Attest/Authenticated: _ yes Ccie o�]�n 1 E3 O'( • (Corporate Seal) City Clerk'ep • y Approve• =s to om: Attest/Aut•-• -•• _ Arr riffice cf t e City Attorney itness RFP No. 021-2411-20/RW FOR A PROFESSIONAL SERVICES AGREEMENT FOR SUPPLEMENTAL BUILDING INSPECTIONS AND PLAN REVIEW SERVICES C-ll