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R22-0591 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 RESOLUTION NO. R22-059 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN A CONTRACT WITH THE LIST OF THE TOP RANKED QUALIFIERS AS DETERMINED BY THE EVALUATION COMMITTEE FROM THE SUBMISSIONS RECEIVED IN RESPONSE TO THE "REQUEST FOR QUALIFICATIONS FOR CURED -IN-PLACE PIPE LINING (CIPP), RFQ NO. UTL22-013, AS PRE -QUALIFIED CONTRACTORS WITH THE SKILLS, EXPERIENCE AND REQUISITE PRODUCTS NEEDED TO SUCCESSFULLY PERFORM CURED -IN-PLACE PIPE LINING; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City issued a Request for Qualifications seeking qualified Contractors with specific experience with installing cured -in-place pipe (CIPP) liner using a resin -impregnated flexible tube method that is formed to the original conduit by use of hydrostatic pressure; and WHEREAS, a Public Meeting was held on Tuesday, March 29, 2022 for the Ranking Committee to read their scores which resulted in the top three ranked firms; and WHEREAS, the City will issue a Bid for each specific CIPP Lining Project, on an "as - needed basis" to the three pre -qualified contractors and the lowest bid from the three pre- qualified contractors will be awarded the purchase order, however, each low Bid over $100,000.00 will be brought to Commission for approval to award; and WHEREAS, the City Commission of the City of Boynton Beach upon recommendation of staff, deems it to be in the best interest of the citizens of the City of Boynton Beach to approve and Authorize the City Manager to sign a contract with the list of the top ranked qualifiers as determined by the Evaluation Committee from the submissions received in response to the "Request for Qualifications for Cured -In -Place Pipe Lining (CIPP), RFQ No. UTL22-013, as pre -qualified Contractors with the skills, experience and requisite products 30 needed to successfully perform Cured -In -Place Pipe Lining. 31 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY 32 OF BOYNTON BEACH, FLORIDA, THAT: 33 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed 34 as being true and correct and are hereby made a specific part of this Resolution upon S:\CA\RESO\Agreements\Award Bid and Contracts for Cured In Place Pipe Lining - Reso.docx -1- 35 adoption. 36 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby 37 approves and authorizes the City Manager to sign a contract with the list of the top ranked 38 qualifiers as determined by the Evaluation Committee from the submissions received in 39 response to the "Request for Qualifications for Cured -In -Place Pipe Lining (CIPP), RFQ No. 40 UTL22-013, as pre -qualified Contractors with the skills, experience and requisite products 41 needed to successfully perform Cured -In -Place Pipe Lining, a copy of each Contract is attached 42 hereto and incorporated herein as Exhibits "A", "B" and "C". 43 Section 3. That this Resolution shall become effective immediately. 44 PASSED AND ADOPTED this 19th day of April, 2022. 45 CITY OF BOYNTON BEACH, FLORIDA 46 47 Mayor — Ty Penserga 48 Vice Mayor —Angela Cruz 49 Commissioner — Woodrow L. Hay 50 Commissioner — Thomas Turkin 51 '!v% Gt (e Commissioner 52 VOTE 53 ATTEST: 54 55 56 C stal Gibson, MMC 57 City Clerk 58 59 60 (Corporate Seal) SACAIRES01AgreementslAward Bid and Contracts for Cured In Place Pipe Lining - Reso.docx -2- YES NO (.,2: — CS(1 c.\T' O, I C. (I 11'/'0N 6 be AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND CONTRACTORS FOR CURED-IN-PLACE PIPE LINING THIS AGREEMENT is entered into by and between the CITY OF BOYNTON BEACH, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as"CITY", and INSITUFORM TECHNOLOGIES, LLC, authorized to do business in the State of Florida, with a business address of 17988 Edison Avenue, Chesterfield, MO 63005, hereinafter referred to as the"CONTRACTOR". 1. PROJECT DESIGNATION: The Contractor is retained by the City to perform cured-in-place pipe lining in connection with the RFQ FOR CURED-IN-PLACE PIPE LINING; RFQ No.: UTL22-013. 2. SCOPE OF SERVICES/PROCESS: This Agreement applies to the performance of Cured-In-Place Pipe Lining projects,which are projects that consist of installing cured-in-place pipe liner using a resin-impregnated flexible tube method that is formed to the original conduit by use of hydrostatic pressure. Rehabilitations will be made to the City's Wastewater and existing Stormwater Systems.The Cured-In-Place Pipe Lining(CIPP)projects shall be initiated by the City upon issuance of a detailed solicitation and shall be advertised to all pre- qualified Cured-In-Place Pipe Lining (CIPP) Contractors. As needed, a Bid will be issued outlining the scope of services for specific task(s). The work will be performed on an as-needed basis at various locations throughout the City of Boynton Beach and extended wastewater and stormwater service area. No project under this contract shall require a bid, payment, or performance bond unless specifically noticed in the solicitation. Projects will commence only upon issuance of a valid Purchase Order by the Finance Department and a written Notice to Proceed. The award of bid will be based upon the pre-qualified Contractor's competitive proposal submittal. 3. CONTRACT DOCUMENTS: Work performed under this Agreement shall be in accordance with the following Boynton Beach Utilities Standard Contract and Construction documents: 3.1 Request for Qualifications/Bid Document 3.2 Notice to Proposers 3.3 RFQ/Bid Forms (including the RFQ Document, Bid, Scope of Service(s), Information Required of Proposer, and all required certificates, affidavits, and other documentation. 3.4 Contract 3.5 Contractor's Performance and Payment Bond 3.6 General Conditions for Construction 3.7 Special /Supplemental Conditions 3.8 Technical Specifications 3.9 City Construction Standards and Details (available online at: www.boynton- beach.orq/water-utilities/new-construction) RFQ No.UTL22-013—Cured-In-Place Pipe Lining(C1PP) 37 3.10 Drawings specific to each project 3.11 Addendum No. 1 &Addendum No. 2 4. TIME FOR PERFORMANCE: Work under this agreement shall commence upon written notice by the,City to the CONTRACTOR to proceed. CONTRACTOR shall perform all services and provide all work products required pursuant to this agreement upon written notice to proceed. 5. TERM: This Agreement shall commence upon Commission approval and shall be valid for an initial term of three(3)years.The City of Boynton Beach may renew the contract with the same terms and conditions for two (2) one-year renewal periods subject to vendor acceptance, satisfactory performance, and determination that renewal will be in the best interest of the City. At the City's request, the Firm shall continue services beyond the final expiration date as approved by the City Manager or City Commission. Such extension(s)shall not exceed a six-month period. 6. PAYMENT PROCEDURES: Payment for the work provided by CONTRACTOR shall be made promptly on all Applications for Payment / Invoices submitted to the City properly, provided that the total amount of payment to CONTRACTOR shall not exceed the total contract price without express written modification of the Agreement signed by the City Manager or designee. The City will pay the CONTRACTOR for the performance of the work that is completed to date in accordance with the contract price at the lump sum or unit prices presented by the CONTRACTOR and accepted by the City. 6.1 The CONTRACTOR may submit invoices to the City once per month during the progress of the work for partial payment for the project completed to date. Such invoices will be reviewed by the City, and upon approval thereof, payment will be made to the CONTRACTOR in the amount approved. 6.2 Final payment of any balance due to the CONTRACTOR of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this CONTRACT and its acceptance by the City. 6.3 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. 6.4 The CONTRACTOR'S records and accounts pertaining to this CONTRACT 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 CONTRACT. Copies shall be made available upon request. 6.5 The City may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account of: 6.5.1 Defective Work not remedied. 6.5.2 Claims filed or reasonable evidence indicating probable filing of claims by other parties against CONTRACTOR. 6.5.3 Failure of CONTRACTOR to make payments properly to SUBCONTRACTORS or for material or labor. 6.5.4 Damage to another CONTRACTOR not remedied. 6.5.5 Liquidated Damages and costs incurred by the City for extended RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 38 construction administration. When the above grounds are removed or resolved or CONTRACTOR provides a surety bond or consent of surety, satisfactory to the City, which will protect the City in the amount withheld, payment may be made in whole or in part. 7. CONTRACTOR GUARANTEE: CONTRACTOR warrants all work, materials, and equipment shall be free from damages and/or defects owing to faulty materials or workmanship for a period of one (1) year after completion of the WORK covered by this Agreement. The CONTRACTOR, free of all costs to the CITY, shall replace any part of the equipment, materials, or work included in this Contract, which proves to be defective by reason of faulty materials, damages, and/or workmanship within twelve(12) month period. 8. OWNERSHIP AND USE OF DOCUMENTS: All documents, drawings, specifications, and other materials produced by the Firm in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Firm shall be permitted to retain copies, including reproducible copies of drawings and specifications for information, reference, and use in connection with the Firm's endeavors. 9. COMPLIANCE WITH LAWS: CONTRACTOR shall, in performing the services contemplated by this Agreement,faithfully observe and comply with all federal, state, and local laws, ordinances and regulations that are applicable to the services to be rendered under this agreement. 10. INDEMNIFICATION: CONTRACTOR shall indemnify, defend 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 fees and costs, arising from injury or death to persons, including injuries,sickness,disease or death to CONTRACTOR's own employees, or damage to property occasioned by a negligent act, omission or failure of the CONTRACTOR. 11. INSURANCE: The CONTRACTOR shall secure and maintain in force throughout the duration of this contract comprehensive general liability insurance with 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, and CONTRACTOR liability insurance in the amount of $1,000,000 per occurrence to$2,000,000 aggregate with defense costs in addition to limits; workers'compensation insurance, and vehicular liability insurance. Said general liability policy shall name the City of Boynton Beach as an "additional named insured" and shall include a provision prohibiting cancellation of said policy except upon thirty(30)days prior written notice to the City. Certificates of coverage as required by this section shall be delivered to the City within fifteen (15) days of execution of this agreement. Professional Liability (Errors & Omissions) Insurance - Professional Liability Insurance with the limits of liability provided by such policy for each claim and on a claim made basis or on an occurrence basis to be no less than one million Dollars ($1,000,000) per occurrence with a limit of no less than two million dollars ($2,000,000) aggregate with a deductible per claim not to exceed ten percent (10%) of the limit of liability. Contractor shall notify the City in writing within thirty (30) days of any claim filed or made against its Professional Liability Insurance Policy. Contractor acknowledges that the City is relying on the competence of the Contractor to design the project to meet its functional intent. If it is RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 39 determined during construction of the project that changes must be made due to Contractor's negligent errors and omissions, Contractor shall promptly rectify them at no cost to City and shall be responsible for additional costs, if any, of the project to the proportional extent caused by such negligent errors or omissions 12. INDEPENDENT CONTRACTOR: The CONTRACTOR and the City agree that the CONTRACTOR is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to any benefits accorded City employees by virtue of the services provided under this agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to CONTRACTOR, or any employee of CONTRACTOR. 13. COVENANT AGAINST CONTINGENT FEES: The CONTRACTOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract 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. 14. PURCHASING AGREEMENT WITH OTHER GOVERNMENTAL ENTITITES: If a Contractor is awarded a contract as a result if this solicitation, Contractor will, if Contractor has sufficient capacity or quantities available, provide to other Florida governmental agencies so requesting, the products or services awarded in accordance with the terms and conditions of the Request for Qualifications and resulting award. 15. DISCRIMINATION PROHIBITED: The CONTRACTOR, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex,or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 16. ASSIGNMENT: The CONTRACTOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 17. NON-WAIVER: Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 18. TERMINATION: a. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the CONTRACTOR. b. In the event of the death of a member, partner, or officer of the CONTRACTOR, or any of its supervisory personnel assigned to the project, the surviving members of the RFQ No.UTL22-0I3—Cured-In-Place Pipe Lining(CIPP) 40 CONTRACTOR hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the CONTRACTOR and the City, if the City so chooses. 19. DISPUTES: Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 20. NOTICES: Notices to the City of Boynton Beach shall be sent to the following address: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Notices to CONTRACTOR shall be sent to the following: Attention: Diane Partridge Address: 17988 Edison Avenue Chesterfield, MO 63005 Contact#: (636) 350-8650 Email: dpartridge@aegion.com 21. INTEGRATED AGREEMENT: This agreement, together with attachments or addenda, represents the entire and integrated agreement between the City and the CONTRACTOR and supersedes all prior negotiations, representations, or agreements written or oral. This agreement may be amended only by written instrument signed by both City and CONTRACTOR. 22. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty(30)days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 41 D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CRYSTAL GIBSON, CITY CLERK 100 E OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6061 GIBSONC(a�BBFL.US 23. E-VERIFY: 23.1 CONTRACTOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. 23.1.1 Definitions for this Section: A. "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 23.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida 9 q Statutes, effective January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E- Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; and B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 42 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. 24. SCRUTINIZED COMPANIES 287.135 and 215.473: 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 Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five(5)days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety(90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 25. MISCELLANEOUS: 25.1 Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction located in Palm Beach County. 25.2 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent(except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 25.3 City and CONTRACTOR each binds itself, their partners, successors, assigns and legal representatives to the other party hereto, their partners, successors, assigns, and legal representatives in respect of all covenants, agreements, and obligations contained in the Contract Documents. RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 43 25.4 In the event that either party brings suit for enforcement of this Agreement, each party shall bear its own attorneys fees and court costs, except as otherwise provided under the indemnification provisions set forth herein above. 25.5 Prior to final payment of the amount due under the terms of this Agreement, to the extent permitted by law, a final waiver of lien shall be required to be submitted by the CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that is the subject of this Agreement. Payment of the invoice and acceptance of such payment by CONTRACTOR shall release City from all claims of liability by CONTRACTOR in connection with this Agreement. 25.6 At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's property from all damage whatsoever on account of the work being carried on under this Agreement. 25.7 It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes, ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal agencies as applicable. 25.8 This Agreement represents the entire and integrated agreement between City and CONTRACTOR and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement is intended by the parties hereto to be final expression of this Agreement,and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made. In the event of a conflict between this Agreement, the solicitation, and the CONTRACTOR's bid proposal, this Agreement shall govern then the solicitation, and then the bid proposal. 25.9 This Agreement will take effect once signed by both parties. This Agreement may be executed by hand or electronically in multiple originals or counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement. Execution and delivery of this Agreement by the Parties shall be legally binding, valid, and effective upon delivery of the executed documents to the other party through facsimile transmission, email, or other electronic delivery. 26. DEFAULT OF CONTRACT& REMEDIES: 26.1 Correction of Work. If, in the judgment of CITY, work provided by CONTRACTOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that CONTRACTOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. 26.2 Default of Contract. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by CONTRACTOR: 26.2.1 The abandonment of the project by CONTRACTOR for a period of more than seven (7) business days. 26.2.2 The abandonment, unnecessary delay, refusal of, or failure to comply with any of the terms of this Agreement or neglect, or refusal to comply with the instructions of the CITY's designee. 26.2.3 The failure by CONTRACTOR to observe or perform any of the terms, covenants, or conditions of this Agreement to be observed or performed by CONTRACTOR, where such failure shall continue for a period of seven (7)days after written notice thereof by CITY to CONTRACTOR; provided, however, that if the nature of CONTRACTOR's default is such that more than seven (7) days are reasonably required for its cure, then CONTRACTOR shall not be deemed to be in default if CONTRACTOR commences such cure within said seven (7) day period and thereafter diligently prosecutes such cure to completion. RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 44 26.2.4 The assignment and/or transfer of this Agreement or execution or attachment thereon by CONTRACTOR or any other party in a manner not expressly permitted hereunder. 26.2.5 The making by CONTRACTOR of any general assignment or general arrangement for the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have CONTRACTOR adjudged a bankruptcy, or a petition for reorganization or arrangement under any law relating to bankruptcy(unless, in the case of a petition filed against CONTRACTOR, the same is dismissed within sixty(60)days); or the appointment of a trustee or a receiver to take possession of substantially all of CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where possession is not restored to CONTRACTOR within thirty (30) days; for attachment, execution or other judicial seizure of substantially all of CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not discharged within thirty(30) days. 26.3 Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR, in writing, of such abandonment, delay, refusal,failure, neglect, or default and direct CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal, failure, neglect, or default is not cured within seven (7) days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such declaration of default and terminate the Agreement. The Surety on the Performance Bond shall within ten(10)days of such declaration of default, rectify or cause to be rectified any mismanagement or breach of service in the Agreement and assume the work of CONTRACTOR and proceed to perform services under the Agreement, at its own cost and expense. 26.3.1 Upon such declaration of default, all payments remaining due CONTRACTOR at the time of default, less all sums due CITY for damages suffered, or expenses incurred by reason of default, shall be due and payable to Surety. Thereafter the Surety shall receive monthly payments equal to those that would have been paid by the CONTRACTOR had the CONTRACTOR continued to perform the services under the Agreement. 26.3.2 CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to CONTRACTOR and/or the Surety together with the costs incident thereto to such default. 26.3.3 In the event CITY completes the Agreement at a lesser cost than would have been payable to CONTRACTOR under this Agreement, if the same had been fulfilled by CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be greater, CONTRACTOR shall pay the amount of such excess to the CITY. 26.3.5 Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time, whenever the service provided by CONTRACTOR fails to meet reasonable standards of the trade after CITY gives written notice to the CONTRACTOR of the deficiencies as set forth in the written notice within fourteen calendar(14)days of the receipt by CONTRACTOR of such notice from CITY. SIGNATURE PAGE FOLLOWS RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 45 City of Boynton Beach Risk Management INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co.of"B+"or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)Thefollowing is a list of types of insurance required of contractors, lessees, etc.,and the limits required by the City:(NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE(Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners&Contractor's Protective(OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage(any one fire) $ 50,000.00 Broad Form Vendors Med. Expense(any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate-$ 1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employee $ 1,000,000.00 • Property: Homeowners Revocable Permit $300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY Revised 4/2021 k22 - osY (4Y \ V L ,' 4. �rON AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND CONTRACTORS FOR CURED-IN-PLACE PIPE LINING THIS AGREEMENT is entered into by and between the CITY OF BOYNTON BEACH, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and GRANITE INLINER, LLC, authorized to do business in the State of Florida, with a business address of 2531 Jewett Lane, Sanford, Florida 32771, hereinafter referred to as the"CONTRACTOR". 1. PROJECT DESIGNATION: The Contractor is retained by the City to perform cured-in-place pipe lining in connection with the RFQ FOR CURED-IN-PLACE PIPE LINING; RFQ No.: UTL22-013. 2. SCOPE OF SERVICES/PROCESS: This Agreement applies to the performance of Cured-In-Place Pipe Lining projects,which are projects that consist of installing cured-in-place pipe liner using a resin-impregnated flexible tube method that is formed to the original conduit by use of hydrostatic pressure. Rehabilitations will be made to the City's Wastewater and existing Stormwater Systems.The Cured-In-Place Pipe Lining(CIPP)projects shall be initiated by the City upon issuance of a detailed solicitation and shall be advertised to all pre- qualified Cured-In-Place Pipe Lining (CIPP) Contractors. As needed, a Bid will be issued outlining the scope of services for specific task(s). The work will be performed on an as-needed basis at various locations throughout the City of Boynton Beach and extended wastewater and stormwater service area. No project under this contract shall require a bid, payment,or performance bond unless specifically noticed in the solicitation. Projects will commence only upon issuance of a valid Purchase Order by the Finance Department and a written Notice to Proceed. The award of bid will be based upon the pre-qualified Contractor's competitive proposal submittal. 3. CONTRACT DOCUMENTS: Work performed under this Agreement shall be in accordance with the following Boynton Beach Utilities Standard Contract and Construction documents: 3.1 Request for Qualifications/Bid Document 3.2 Notice to Proposers 3.3 RFQ/Bid Forms (including the RFQ Document, Bid, Scope of Service(s), Information Required of Proposer, and all required certificates, affidavits, and other documentation. 3.4 Contract 3.5 Contractor's Performance and Payment Bond 3.6 General Conditions for Construction 3.7 Special/Supplemental Conditions 3.8 Technical Specifications 3.9 City Construction Standards and Details (available online at: www.boynton- beach.org/water-utilities/new-construction) RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 37 3.10 Drawings specific to each project 3.11 Addendum No. 1 &Addendum No. 2 4. TIME FOR PERFORMANCE: Work under this agreement shall commence upon written notice by the City to the CONTRACTOR to proceed. CONTRACTOR shall perform all services and provide all work products required pursuant to this agreement upon written notice to proceed. 5. TERM: This Agreement shall commence upon Commission approval and shall be valid for an initial term of three(3)years.The City of Boynton Beach may renew the contract with the same terms and conditions for two (2) one-year renewal periods subject to vendor acceptance, satisfactory performance, and determination that renewal will be in the best interest of the City. At the City's request, the Firm shall continue services beyond the final expiration date as approved by the City Manager or City Commission. Such extension(s) shall not exceed a six-month period. 6. PAYMENT PROCEDURES: Payment for the work provided by CONTRACTOR shall be made promptly on all Applications for Payment / Invoices submitted to the City properly, provided that the total amount of payment to CONTRACTOR shall not exceed the total contract price without express written modification of the Agreement signed by the City Manager or designee. The City will pay the CONTRACTOR for the performance of the work that is completed to date in accordance with the contract price at the lump sum or unit prices presented by the CONTRACTOR and accepted by the City. 6.1 The CONTRACTOR may submit invoices to the City once per month during the progress of the work for partial payment for the project completed to date. Such invoices will be reviewed by the City, and upon approval thereof, payment will be made to the CONTRACTOR in the amount approved. 6.2 Final payment of any balance due to the CONTRACTOR of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this CONTRACT and its acceptance by the City. 6.3 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. 6.4 The CONTRACTOR'S records and accounts pertaining to this CONTRACT 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 CONTRACT. Copies shall be made available upon request. 6.5 The City may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account of: 6.5.1 Defective Work not remedied. 6.5.2 Claims filed or reasonable evidence indicating probable filing of claims by other parties against CONTRACTOR. 6.5.3 Failure of CONTRACTOR to make payments properly to SUBCONTRACTORS or for material or labor. 6.5.4 Damage to another CONTRACTOR not remedied. 6.5.5 Liquidated Damages and costs incurred by the City for extended RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 38 construction administration. When the above grounds are removed or resolved or CONTRACTOR provides a surety bond or consent of surety, satisfactory to the City, which will protect the City in the amount withheld, payment may be made in whole or in part. 7. CONTRACTOR GUARANTEE: CONTRACTOR warrants all work, materials, and equipment shall be free from damages and/or defects owing to faulty materials or workmanship for a period of one (1) year after completion of the WORK covered by this Agreement. The CONTRACTOR, free of all costs to the CITY, shall replace any part of the equipment, materials, or work included in this Contract, which proves to be defective by reason of faulty materials, damages, and/or workmanship within twelve(12) month period. 8. OWNERSHIP AND USE OF DOCUMENTS: All documents, drawings, specifications, and other materials produced by the Firm in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Firm shall be permitted to retain copies, including reproducible copies of drawings and specifications for information, reference, and use in connection with the Firm's endeavors. 9. COMPLIANCE WITH LAWS: CONTRACTOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations that are applicable to the services to be rendered under this agreement. 10. INDEMNIFICATION: CONTRACTOR shall indemnify, defend 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 fees and costs, arising from injury or death to persons,including injuries,sickness,disease or death to CONTRACTOR's own employees, or damage to property occasioned by a negligent act, omission or failure of the CONTRACTOR. 11. INSURANCE: The CONTRACTOR shall secure and maintain in force throughout the duration of this contract comprehensive general liability insurance with 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, and CONTRACTOR liability insurance in the amount of $1,000,000 per occurrence to$2,000,000 aggregate with defense costs in addition to limits; workers'compensation insurance, and vehicular liability insurance. Said general liability policy shall name the City of Boynton Beach as an "additional named insured" and shall include a provision prohibiting cancellation of said policy except upon thirty(30) days prior written notice to the City. Certificates of coverage as required by this section shall be delivered to the City within fifteen (15) days of execution of this agreement. Professional Liability (Errors & Omissions) Insurance - Professional Liability Insurance with the limits of liability provided by such policy for each claim and on a claim made basis or on an occurrence basis to be no less than one million Dollars ($1,000,000) per occurrence with a limit of no less than two million dollars ($2,000,000) aggregate with a deductible per claim not to exceed ten percent (10%) of the limit of liability. Contractor shall notify the City in writing within thirty (30) days of any claim filed or made against its Professional Liability Insurance Policy. Contractor acknowledges that the City is relying on the competence of the Contractor to design the project to meet its functional intent. If it is RFQ No.UTL22-0 I3—Cured-In-Place Pipe Lining(CIPP) 39 determined during construction of the project that changes must be made due to Contractor's negligent errors and omissions, Contractor shall promptly rectify them at no cost to City and shall be responsible for additional costs, if any, of the project to the proportional extent caused by such negligent errors or omissions 12. INDEPENDENT CONTRACTOR: The CONTRACTOR and the City agree that the CONTRACTOR is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither CONTRACTOR nor any employee of CONTRACTOR shall be entitled to any benefits accorded City employees by virtue of the services provided under this agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to CONTRACTOR, or any employee of CONTRACTOR. 13. COVENANT AGAINST CONTINGENT FEES: The CONTRACTOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract 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. 14. PURCHASING AGREEMENT WITH OTHER GOVERNMENTAL ENTITITES: If a Contractor is awarded a contract as a result if this solicitation, Contractor will, if Contractor has sufficient capacity or quantities available, provide to other Florida governmental agencies so requesting, the products or services awarded in accordance with the terms and conditions of the Request for Qualifications and resulting award. 15. DISCRIMINATION PROHIBITED: The CONTRACTOR, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion,creed,age, sex,or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 16. ASSIGNMENT: The CONTRACTOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 17. NON-WAIVER: Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 18. TERMINATION: a. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the CONTRACTOR. b. In the event of the death of a member, partner, or officer of the CONTRACTOR, or any of its supervisory personnel assigned to the project, the surviving members of the RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 40 CONTRACTOR hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the CONTRACTOR and the City, if the City so chooses. 19. DISPUTES: Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 20. NOTICES: Notices to the City of Boynton Beach shall be sent to the following address: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Notices to CONTRACTOR shall be sent to the following: Attention: Michael Cannon Address: 2531 Jewett Lane Sanford, FL 32771 Contact#: (407)472-0014 Email: mike.cannon@gcinc.com 21. INTEGRATED AGREEMENT: This agreement, together with attachments or addenda, represents the entire and integrated agreement between the City and the CONTRACTOR and supersedes all prior negotiations, representations, or agreements written or oral. This agreement may be amended only by written instrument signed by both City and CONTRACTOR. 22. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty(30)days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the CITY to perform the service; B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the CITY; and RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 41 D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CRYSTAL GIBSON, CITY CLERK 100 E OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6061 GIBSONC(a�BBFL.US 23. E-VERIFY: 23.1 CONTRACTOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. 23.1.1 Definitions for this Section: A. "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 23.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E- Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; and B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 42 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. 24. SCRUTINIZED COMPANIES 287.135 and 215.473: 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 Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five(5)days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 25. MISCELLANEOUS: 25.1 Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction located in Palm Beach County. 25.2 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent(except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 25.3 City and CONTRACTOR each binds itself, their partners, successors, assigns and legal representatives to the other party hereto, their partners, successors, assigns, and legal representatives in respect of all covenants, agreements, and obligations contained in the Contract Documents. RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 43 25.4 In the event that either party brings suit for enforcement of this Agreement, each party shall bear its own attorneys fees and court costs, except as otherwise provided under the indemnification provisions set forth herein above. 25.5 Prior to final payment of the amount due under the terms of this Agreement, to the extent permitted by law, a final waiver of lien shall be required to be submitted by the CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that is the subject of this Agreement. Payment of the invoice and acceptance of such payment by CONTRACTOR shall release City from all claims of liability by CONTRACTOR in connection with this Agreement. 25.6 At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's property from all damage whatsoever on account of the work being carried on under this Agreement. 25.7 It shall be the CONTRACTOR's responsibility to be aware of and comply with all statutes, ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal agencies as applicable. 25.8 This Agreement represents the entire and integrated agreement between City and CONTRACTOR and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement is intended by the parties hereto to be final expression of this Agreement,and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made. In the event of a conflict between this Agreement, the solicitation, and the CONTRACTOR's bid proposal, this Agreement shall govern then the solicitation, and then the bid proposal. 25.9 This Agreement will take effect once signed by both parties. This Agreement may be executed by hand or electronically in multiple originals or counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement. Execution and delivery of this Agreement by the Parties shall be legally binding, valid, and effective upon delivery of the executed documents to the other party through facsimile transmission, email, or other electronic delivery. 26. DEFAULT OF CONTRACT& REMEDIES: 26.1 Correction of Work. If, in the judgment of CITY, work provided by CONTRACTOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that CONTRACTOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. 26.2 Default of Contract. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by CONTRACTOR: 26.2.1 The abandonment of the project by CONTRACTOR for a period of more than seven (7) business days. 26.2.2 The abandonment, unnecessary delay, refusal of, or failure to comply with any of the terms of this Agreement or neglect, or refusal to comply with the instructions of the CITY's designee. 26.2.3 The failure by CONTRACTOR to observe or perform any of the terms, covenants, or conditions of this Agreement to be observed or performed by CONTRACTOR, where such failure shall continue for a period of seven (7) days after written notice thereof by CITY to CONTRACTOR; provided, however, that if the nature of CONTRACTOR's default is such that more than seven (7) days are reasonably required for its cure, then CONTRACTOR shall not be deemed to be in default if CONTRACTOR commences such cure within said seven (7) day period and thereafter diligently prosecutes such cure to completion. RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 44 26.2.4 The assignment and/or transfer of this Agreement or execution or attachment thereon by CONTRACTOR or any other party in a manner not expressly permitted hereunder. 26.2.5 The making by CONTRACTOR of any general assignment or general arrangement for the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have CONTRACTOR adjudged a bankruptcy, or a petition for reorganization or arrangement under any law relating to bankruptcy(unless, in the case of a petition filed against CONTRACTOR, the same is dismissed within sixty(60)days); or the appointment of a trustee or a receiver to take possession of substantially all of CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where possession is not restored to CONTRACTOR within thirty (30) days; for attachment, execution or other judicial seizure of substantially all of CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not discharged within thirty (30) days. 26.3 Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR, in writing, of such abandonment, delay, refusal,failure, neglect, or default and direct CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal,failure, neglect, or default is not cured within seven (7) days of when notice was sent by CITY,CITY may declare a default of the Agreement and notify CONTRACTOR of such declaration of default and terminate the Agreement. The Surety on the Performance Bond shall within ten (10)days of such declaration of default, rectify or cause to be rectified any mismanagement or breach of service in the Agreement and assume the work of CONTRACTOR and proceed to perform services under the Agreement, at its own cost and expense. 26.3.1 Upon such declaration of default, all payments remaining due CONTRACTOR at the time of default, less all sums due CITY for damages suffered, or expenses incurred by reason of default, shall be due and payable to Surety. Thereafter the Surety shall receive monthly payments equal to those that would have been paid by the CONTRACTOR had the CONTRACTOR continued to perform the services under the Agreement. 26.3.2 CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to CONTRACTOR and/or the Surety together with the costs incident thereto to such default. 26.3.3 In the event CITY completes the Agreement at a lesser cost than would have been payable to CONTRACTOR under this Agreement, if the same had been fulfilled by CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be greater, CONTRACTOR shall pay the amount of such excess to the CITY. 26.3.5 Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time, whenever the service provided by CONTRACTOR fails to meet reasonable standards of the trade after CITY gives written notice to the CONTRACTOR of the deficiencies as set forth in the written notice within fourteen calendar(14)days of the receipt by CONTRACTOR of such notice from CITY. SIGNATURE PAGE FOLLOWS RFQ No.UTL22-013—Cured-In-Place Pipe Lining(CIPP) 45 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." 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 i ACA 1 ,20,t1 CITY OF BOYNTON BEACH G' ' T-INLINER,LLC v / - ,..1!" ' L, City Manager Daniel Banken pJa,/�tos c h/ 2NC-c!/'N Attest/Authenticated: District Manager Title ,,,,,,,f„f,, 0�- .�Eo u.414,, et. (Corp,rare§ 1 1 ,�„ r a. < n- C7/tal Gibson,Ci Clerk = City May 1.2002 14tiaNP Attest/Authentice tt . ,,,,,, ,`Approved as to F- ASII),,,41 aOYN1� / At iaa/ .GGitnes t el Canno� Jam.r A. Cherof, City • omey RFQ No.UTL22-013- Clued-In-Place Pipe Lining(CIPP) 46 City of Boynton Beach Risk Management INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE: An insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City:(NOTE:This list is not all inclusive,and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits,based upon identified risk.) TYPE(Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners&Contractor's Protective(OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage(any one fire) $ 50,000.00 Broad Form Vendors Med. Expense(any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate-$ 1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employee $ 1,000,000.00 Property: Homeowners Revocable Permit $300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY Revised 4/2021 GRAIlITE Form Financial &Operational Approvals Temporary Authorization This Temporary Authorization is made pursuant to, and in accordance with, GMS FOA-SP-001 Limits of Authority Procedure ("Procedure"). The undersigned authorizes and appoints the Inliner Area Manager &District Manager to sign bid documents, on behalf of Granite Inliner, LLC., up to but not exceeding$2M. This authority is subject to the terms and conditions of the Policy, the limits of authority granted to the undersigned pursuant to such Policy,the FOA-GD-001 Limits of Authority Matrix(Exhibits A& B &C)and all other applicable GMS policies. Comments: Dated: 1.1.2022 Authorizing Individual: %v t4/yXs'a45.' Print Name: Denise C. McClanahan Instructions: Form to be retained by authorizing individual and designee. This form may be used to delegate signature authority for a bid, including an electronic bid.The comments section may be used to further identify the specific project. Please upload an executed copy to the opportunity in Granite's bidding system (CAM360). Granite Management System(GMS) Form#:FOA-F-005 Page 1 of 1 The printed version of this document is uncontrolled. Effective Date:12/22/20 Version No.:2 The current version is stored in electronic format. Approved:Treasurer;VP,General Counsel RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 37 AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND CONTRACTORS FOR CURED-IN-PLACE PIPE LINING THIS AGREEMENT is entered into by and between the CITY OF BOYNTON BEACH, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as “CITY”, and GCU, LLC (Gulf Coast Underground, LLC), authorized to do business in the State of Florida, with a business address of 5655 Middle Road, Theodore, Alabama 36582, hereinafter referred to as the “CONTRACTOR”. 1. PROJECT DESIGNAT ION: The Contractor is retained by the City to perform cured-in-place pipe lining in connection with the RFQ FOR CURED-IN-PLACE PIPE LINING; RFQ No.: UTL22-013. 2. SCOPE OF SERVICES/PROCESS: This Agreement applies to the performance of Cured-In-Place Pipe Lining projects, which are projects that consist of installing cured-in-place pipe liner using a resin-impregnated flexible tube method that is formed to the original conduit by use of hydrostatic pressure. Rehabilitations will be made to the City’s W astewater and existing Stormwater Systems. The Cured-In-Place Pipe Lining (CIPP) projects shall be initiated by the City upon issuance of a detailed solicitation and shall be advertised to all pre- qualified Cured-In-Place Pipe Lining (CIPP) Contractors. As needed, a Bid will be issued outlining the scope of services for specific task(s). The work will be performed on an as -needed basis at various locations throughout the City of Boynton Beach and extended wastewater and stormwater service area. No project under this contract shall require a bid, payment, or performance bond unless specifically noticed in the solicitation. Projects will commence only upon issuance of a valid Purchase Order by the Finance Department and a written Notice to Proceed. The award of bid will be based upon the pre-qualified Contractor’s competitive proposal submittal. 3. CONTRACT DOCUMENTS: Work performed under this Agreement shall be in accordance with the following Boynton Beach Utilities Standard Contract and Construction documents: 3.1 Request for Qualifications/Bid Document 3.2 Notice to Proposers 3.3 RFQ/Bid Forms (including the RFQ Document, Bid, Scope of Service(s), Information Required of Proposer, and all required certificates, affidavits, and other documentation. 3.4 Contract 3.5 Contractor’s Performance and Payment Bond 3.6 General Conditions for Construction 3.7 Special / Supplemental Conditions 3.8 Technical Specifications 3.9 City Construction Standards and Details (available online at: www.boynton- beach.org/water-utilities/new-construction) RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 38 3.10 Drawings specific to each project 3.11 Addendum No. 1 & Addendum No. 2 4. TIME FOR PERFORMANCE: W ork under this agreement shall commence upon written notice by the City to the CONTRACTOR to proceed. CONT RACTOR shall perf orm all services and provide all work products required pursuant to this agreement upon written notice to proceed. 5. T ERM: This Agreement shall commence upon Commission approval and shall be valid f or an initial term of three (3) years. T he City of Boynton Beach may renew the contract with the same terms and conditions f or two (2) one-year renewal periods subject to vendor acceptance, satisfactory perf ormance, and determination that renewal will be in the best interest of the City. At the City’s request, the Firm shall continue services beyond the final expiration date as approved by the City Manager or City Commission. Such extension(s) shall not exceed a six-month period. 6. PAYMENT PROCEDURES: Paym ent for the work provided b y CONTRACTOR shall be made promptly on all Applications for Payment / Invoices submitted to the City properly, provided that the total amount of paym ent to CONTRACT OR shall not exceed the total contract price without express written modification of the Agreement signed by the City Manager or designee. The City will pay the CONTRACTOR for the performance of the work that is completed to date in accordance with the contract price at the lump sum or unit prices presented by the CONTRACTOR and accepted by the City. 6.1 The CONTRACTOR may submit invoices to the City once per month during the progress of the work for partial payment for the project completed to date. Such invoices will be reviewed by the City, and upon approval thereof, payment will be made to the CONTRACTOR in the amount approved. 6.2 Final payment of any balance due to the CONTRACTOR of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this CONTRACT and its acceptance by the City. 6.3 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. 6.4 The CONTRACTOR’S records and accounts pertaining to this CONTRACT 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 CONTRACT. Copies shall be made available upon request. 6.5 The City may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account of: 6.5.1 Defective Work not remedied. 6.5.2 Claims filed or reasonable evidence indicating probable filing of claims by other parties against CONTRACTOR. 6.5.3 Failure of CONTRACTOR to make payments properly to SUBCONTRACTORS or for material or labor. 6.5.4 Damage to another CONTRACTOR not remedied. 6.5.5 Liquidated Damages and costs incurred by the City for extended RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 39 construction administration. When the above grounds are removed or resolved or CONTRACTOR provides a surety bond or consent of surety, satisfactory to the City, which will protect the City in the amount withheld, payment may be made in whole or in part. 7. CONTRACTOR GUARANTEE: CONTRACTOR warrants all work, materials, and equipment shall be free from damages and/or defects owing to faulty materials or workmanship for a period of one (1) year after completion of the WORK covered by this Agreement. The CONTRACTOR, free of all costs to the CITY, shall replace any part of the equipment, materials, or work included in this Contract, which proves to be defective by reason of faulty materials, damages, and/or workmanship within twelve (12) month period. 8. OW NERSHIP AND USE OF DOCUMENTS: All documents, drawings, specif ications, and other materials produced by the Firm in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Firm shall be permitted to retain copies, including reproducible copies of drawings and specifications for information, reference, and use in connection with the Firm’s endeavors. 9. COMPLIANCE W ITH LAW S: CONTRACT OR shall, in perf orming the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations that are applicable to the services to be rendered under this agreement. 10. INDEMNIFICAT ION: CONTRACTOR shall indemnify, defend 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 fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to CONTRACTOR’s own employees, or damage to property occasioned by a negligent act, omission or failure of the CONTRACTOR. 11. INSURANCE: The CONTRACTOR shall secure and maintain in force throughout the duration of this contract comprehensive general liability insurance with 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, and CONTRACTOR liability insurance in the amount of $1,000,000 per occurrence to $2,000,000 aggregate with defense costs in addition to limits; workers’ compensation insurance, and vehicular liability insurance. Said general liability policy shall name the City of Boynton Beach as an “additional named insured” and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the City. Certificates of coverag e as required by this section shall be delivered to the City within fifteen (15) days of execution of this agreement. Professional Liability (Errors & Omissions) Insurance - Professional Liability Insurance with the limits of liability provided by such policy for each claim and on a claim made basis or on an occurrence basis to be no less than one million Dollars ($1,000,000) per occurrence with a limit of no less than two million dollars ($2,000,000) aggregate with a deductible per claim not to exceed ten percent (10%) of the limit of liability. Contractor shall notify the City in writing within thirty (30) days of any claim filed or made against its Professional Liability Insurance Policy. Contractor acknowledges that the City is relying on the competence of the Contractor to design the project to meet its functional intent. If it is RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 40 determined during construction of the project that changes must be made due to Contractor's negligent errors and omissions, Contractor shall promptly rectify them at no cost to City and shall be responsible for additional costs, if any, of the project to the proportional extent caused by such negligent errors or omissions 12. INDEPENDENT CONTRACTOR: T he CONT RACTOR and the City agree that the CONTRACTOR is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither CONTRACT OR nor any employee of CONTRACTOR shall be entitled to any benef its accorded City employees by virtue of the services provided under this agreement. The City shall not be responsible f or 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 CONT RACTOR, or any employee of CONTRACTOR. 13. COVEN ANT AG AINST CONTINGENT FEES: The CONT RACT OR warrants that he has not employed or retained any company or person, other than a bona fide employee work ing solely for the CONTRACTOR, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, brokerage f ee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liabilit y or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such f ee, commission, percentage, brokerage fee, gif t, or contingent fee. 14. PURCHASING AGREEMENT WITH OTHER GOVERNMENTAL ENTITITES: If a Contractor is awarded a contract as a result if this solicitation, Contractor will, if Contractor has sufficient capacity or quantities available, provide to other Florida governmental agencies so requesting, the products or services awarded in accordance with the terms and conditions of the Request for Qualifications and resulting award. 15. DISCRIMINAT ION PROHIBITED: T he CONTRACTOR, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 16. ASSIGNMENT: T he CONT RACT OR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 17. NON-W AIVER: W aiver by the City of any provision of this Agreement or any time limitation provided f or in this Agreement shall not constitute a waiver of any other provision. 18. T ERMINATION: a. T he City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the CONTRACTOR. b. In the event of the death of a member, partner, or officer of the CONTRACTOR, or any of its supervisory personnel assigned to the project, the surviving members of the RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 41 CONTRACTOR hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the CONTRACTOR and the City, if the City so chooses. 19. DISPUT ES: Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 20. NOTICES: Notices to the City of Boynton Beach shall be sent to the following address: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Notices to CONTRACTOR shall be sent to the f ollowing: Attention: Spencer Tuell / Denise Davis Address: 5655 Middle Road Theodore, Alabama 36582 Contact #: (251) 725-0200 Email: ddavis@gulfcoastunderground.com 21. INT EGRAT ED AGREEMENT: T his agreement, together with attachments or addenda, represents the entire and integrated agreement between the City and the CONTRACTOR and supersedes all prior negotiations, representations, or agreements written or oral. This agreement may be amended only by written instrument signed by both City and CONTRACTOR. 22. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. T he City is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida’s Public Records Law. Specifically, the Contractor shall: A. Keep and maintain public records required by the CITY to perf orm 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 conf idential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transf ers the records in its possession to the CITY; and RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 42 D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public records in Contractor’s possession All records stored electronically by Contractor must be provided to the CITY, upon request from the CITY’s custodian of public records, in a format that is compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLIC ATION OF CH APTER 119, FLORIDA STATUTES, TO THE CONTR ACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODI AN OF PUBLIC RECORDS: CRYSTAL GIBSON, CITY CLERK 100 E OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6061 GIBSONC@BBFL.US 23. E-VERIFY: 23.1 CONTRACTOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. 23.1.1 Definitions for this Section: A. “Contractor” means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. “Contractor” includes, but is not limited to, a vendor or consultant. B. “Subcontractor” means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. “E-Verify system” means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 23.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E -Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security’s E- Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; and B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 43 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 n ot 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. 24. SCRUTINIZED COMPANIES 287.135 and 215.473: 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 Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract f or the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall h ave the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 25. MISCELLANEOUS: 25.1 Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction located in Palm Beach County. 25.2 No assignment by a party hereto of any rights under or inter ests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 25.3 City and CONTRACTOR each binds itself, their partners, successors, assigns and legal representatives to the other party hereto, their partners, successors, assigns , and legal representatives in respect of all covenants, agreements, and obligations contained in the Contract Documents. RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 44 25.4 In the event that either party brings suit for enforcement of this Agreement, each party shall bear its own attorney's fees and court costs, except as otherwise provided under the indemnification provisions set forth herein above. 25.5 Prior to final payment of the amount due under the terms of this Agreement, to the extent permitted by law, a final waiver of lien shall be required to be submitted by the CONTRACTOR, as well as all suppliers and subcontractors whom worked on the project that is the subject of this Agreement. Payment of the invoice and acceptance of such payment by CONTRACTOR shall release City from all claims of liability by CONTRACTOR in connection with this Agreement. 25.6 At all times during the performance of this Agreement, CONTRACTOR shall protect CITY's property from all damage whatsoever on account of the work being carried on under this Agreement. 25.7 It shall be the CONTRACTOR’s responsibility to be aware of and comply with all statutes, ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal agencies as applicable. 25.8 This Agreement represents the entire and integrated agreement between City and CONTRACTOR and supersedes all prior negotiations, representations , or agreements, either written or oral. This Agreement is intended by the parties hereto to be final expression of this Agreement, and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made. In the event of a conflict between this Agreement, the solicitation, and the CONTRACTOR’s bid proposal, this Agreement shall govern then the solicitation, and then the bid proposal. 25.9 This Agreement will take effect once signed by both parties. This Agreement may be executed by hand or electronically in multiple originals or counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement. Execution and delivery of this Agreement by the Parties shall be legally binding, valid, and effective upon delivery of the executed documents to the other party through facsimile transmission, email, or other electronic delivery. 26. DEFAULT OF CONTRACT & REMEDIES: 26.1 Correction of Work. If, in the judgment of CITY, work provided by CONTRACTOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that CONTRACTOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. 26.2 Default of Contract. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by CONTRACTOR: 26.2.1 The abandonment of the project by CONTRACTOR for a period of more than seven (7) business days. 26.2.2 The abandonment, unnecessary delay, refusal of, or failure to comply with any of the terms of this Agreement or neglect, or refusal to comply with the instructions of the CITY’s designee. 26.2.3 The failure by CONTRACTOR to observe or perform any of the terms, covenants, or conditions of this Agreement to be observed or performed by CONTRACTOR, where such failure shall continue for a period of seven (7) days after written notice thereof by CITY to CONTRACTOR; provided, however, that if the nature of CONTRACTOR's default is such that more than seven (7) days are reasonably required for its cure, then CONTRACTOR shall not be deemed to be in default if CONTRACTOR commences such cure within said seven (7) day period and thereafter diligently prosecutes such cure to completion. RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 45 26.2.4 The assignment and/or transfer of this Agreement or execution or attachment thereon by CONTRACTOR or any other party in a manner not expressly permitted hereunder. 26.2.5 The making by CONTRACTOR of any general assignment or general arrangement for the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have CONTRACTOR adjudged a bankruptcy, or a petit ion for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against CONTRACTOR, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of subst antially all of CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where possession is not restored to CONTRACTOR within thirty (30) days; for attachment, execution or other judicial seizure of substantially all of CONTRACTOR's assets, or for CONTRACTOR's interest in this Agreement, where such seizure is not discharged within thirty (30) days. 26.3 Remedies in Default. In case of default by CONTRACTOR, CITY shall notify CONTRACTOR, in writing, of such abandonment, delay, refusal, failur e, neglect, or default and direct CONTRACTOR to comply with all provisions of the Agreement. A copy of such written notice shall be mailed to the Surety on the Performance Bond. If the abandonment, delay, refusal, failure, neglect, or default is not cured within seven (7) days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify CONTRACTOR of such declaration of default and terminate the Agreement. The Surety on the Performance Bond shall within ten (10) days of such de claration of default, rectify or cause to be rectified any mismanagement or breach of service in the Agreement and assume the work of CONTRACTOR and proceed to perform services under the Agreement, at its own cost and expense. 26.3.1 Upon such declaration of default, all payments remaining due CONTRACTOR at the time of default, less all sums due CITY for damages suffered, or expenses incurred by reason of default, shall be due and payable to Surety. Thereafter the Surety shall receive monthly payments equal to those that would have been paid by the CONTRACTOR had the CONTRACTOR continued to perform the services under the Agreement. 26.3.2 CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to CONTRACTOR and/or the Surety together with the costs incident thereto to such default. 26.3.3 In the event CITY completes the Agreement at a lesser cost than would have been payable to CONTRACTOR under this Agreement, if the same had been fulfilled by CONTRACTOR, CITY shall retain such differences. Should such cost to CITY be greater, CONTRACTOR shall pay the amount of such excess to the CITY. 26.3.5 Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time, whenever the service provided by CONTRACTOR fails to meet reasonable standards of the trade after CITY gives written notice to the CONTRACTOR of the deficiencies as set forth in the written notice within fourteen calendar (14) days of the receipt by CONTRACTOR of such notice from CITY. SIGNATURE PAGE FOLLOWS RFQ No. UTL22-013 – Cured-In-Place Pipe Lining (CIPP) 46 “This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes.” 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 ________________________________________, 20____. CITY OF BOYNTON BEACH NAME OF VENDOR _________________________________ _________________________ Lori LaVerriere, City Manager Contractor Attest/Authenticated: _________________________ Title _________________________________ (Corporate Seal) Crystal Gibson, City Clerk Approved as to Form: Attest/Authenticated: ________________________________ _______________________________ James A. Cherof, City Attorney Witness INSURANCE ADVISORY Revised 4/2021 City of Boynton Beach Risk Management 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 contractors, lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise 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/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal & Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion & Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate - $ 1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other - As Risk Identified to be determined Excess Liability Umbrella Form Each Occurrence Aggregate to be determined to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employee $ 1,000,000.00