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R22-141 1 RESOLUTION NO. R22-141 2 3 4 APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN 5 A PIGGY-BACK AGREEMENT UTILIZING THE CITY OF BOCA 6 RATON INVITATION TO BID (ITB)# 2022-007 WITH 7 PARTNERSHIP LANDSCAPING, LLC FOR LANDSCAPE 8 MAINTENANCE SERVICES AT THE CEMETERY AND MAUSOLEUM 9 FOR AN ESTIMATED ANNUAL COST OF $74,200.00 FOR THE 10 EXTENT OF THE CONTRACT; AND PROVIDING AN EFFECTIVE 11 DATE. 12 13 14 WHEREAS, currently the cemetery and mausoleum landscape maintenance is being 15 performed by two city employees on a biweekly basis including mowing, edging, spraying 16 weeds, hedge trimming and maintenance of the headstones which is in addition to performing 17 funeral and mausoleum services at Boynton Beach Memorial and Sara Sims cemeteries; and 18 WHEREAS, Partnership Landscaping, LLC has been awarded the landscape maintenance 19 services at cemetery and mausoleum from the City of Boca Raton under a continuing services 20 contract and staff is seeking consent to piggyback this contract and establish an agreement with 21 Partnership Landscaping, LLC to provide landscape maintenance services at Boynton Beach 22 Memorial and Sara Sims Cemeteries at the level of service that is expected by users; and 23 WHEREAS, the newly proposed and adequately budgeted landscape maintenance 24 services will improve the city's cemeteries appearance and provide for correct agronomic 25 maintenance practices; and 26 WHEREAS, the City Commission of the City of Boynton Beach, Florida deems it to be in 27 the best interests of the citizens and residents of the City of Boynton to approve and authorize 28 the City Manager to sign a piggy-back agreement utilizing the City of Boca Raton invitation to 29 bid (ITB)# 2022-007 with Partnership Landscaping, LLC for landscape maintenance services at 30 the cemetery and mausoleum for an estimated annual cost of $74,200.00 for the extent of the 31 contract. 32 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF 33 BOYNTON BEACH, FLORIDA, THAT: S:\CA\RESO\Agreements\Pigg>-Back With Partnership Landscaping For Cemetery And Mausoleum-Reso.l)ocx 34 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 35 being true and correct and are hereby made a specific part of this Resolution upon adoption 36 hereof. 37 Section 2. The City Commission hereby approves and authorizes the City Manager 38 to sign a piggy-back agreement utilizing the City of Boca Raton invitation to bid (ITB)# 2022- 39 007 with Partnership Landscaping, LLC for landscape maintenance services at the cemetery and 40 mausoleum for an estimated annual cost of$74,200.00 for the extent of the contract, a copy of 41 the Agreement is attached hereto as Exhibit "A. 42 Section 3. This Resolution shall become effective immediately upon passage. 43 PASSED AND ADOPTED this 18th day of October, 2022. 44 CITY OF BOYNTON BEACH, FLORIDA 45 46 YES NO 47 48 Mayor–Ty Penserga 49 50 Vice Mayor– Angela Cruz 51 V 52 Commissioner–Woodrow L. Hay 53 54 Commissioner– Thomas Turkin 55 / 56 Commissioner–Aimee Kelley 57 58 VOTE �w 59 A ' T: 61Itt .111 61 62 May -e le Jesus, MPA, MMC T 411-111171- 63 1 %rF'63 City Cle 0 Mayor 64 _ – %N 65 •......�••� I APP)ROVED AST 'FORM: 66 (Corporate Seal);� � �, �� •:/,c' 67 i . �'0a �.-n 68 Michael D. Cirullo, Jr. 69 ' ��•h'3s '•'. City Attorney �' tt `y•....• Npy, QV3s S:\CA\RESO\Agreements\Piggy-Back With Partnership Landscaping For Cemetery And Mausoleum-Reso.Docx ,,,,..__ ., ... , ,,r-1 . ,,,,„. AGREEMENT FOR PURCHASING Cemetery and Mausoleum Landscape Maintenance This Agreement is made as of this day of ,2022 by and Elite Landscaping Services dba Partnership Landscaping. LLC with a principal address 591 Marginal Rd West Palm Beach, FL 33411, hereinafter referred as "Contractor", and The City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Avenue, Boynton Beach, FL 33435,hereinafter referred to as"City". RECITALS WHEREAS, in order to maintain city owned cemeteries to the public, the City's Public Works is requesting the City enter into an Agreement with Elite Landscaping Services dba Partnership Landscaping,LLC to provide landscape maintenance at Sara Sims and Boynton Beach Memorial Cemeteries; and WHEREAS,Elite Landscaping Services dba Partnership Landscaping,LLC has agreed to allow the City to piggyback the City of Boca Raton Agreement pursuant to Contract No. RE-20- 08 to provide Landscape Maintenance for Cemetery and Mausoleum Services at Sara Sims and Boynton Beach Memorial Cemeteries;in the estimated amount of$ $64,200.00 annually based on Contract No. 2022-027 for a one(1)year term automatically renewed thereafter for four(4), one (1) year renewal periods subject to the appropriation of funds, satisfactory performance and determination that the contract renewal is in the best interest of the City.Agreement Commencing 10/01/22—9/30/23; and NOW,THEREFORE,in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: AGREEMENT Section 1. The foregoing recitals are true and correct and are hereby incorporated in this Agreement. Section 2. The City and Elite Landscaping Services dba Partnership Landscaping, LLC agree that Elite Landscaping Services dba Partnership Landscaping, LLC shall provide landscape maintenance at Sara Sims and Boynton Beach Memorial Cemeteries;in the amount of$64,200.00 annually based upon the City of Boca Raton Contract No. 2022-027 for a one (1) year term commencing October 1, 2022, a copy of which is attached hereto as Exhibit "A", except as hereinafter provided: (00533394.1 306-9001821} Piggyback Agreement—Elite Landscaping Services Partnership Landscaping LLC 1 A. All references to the City of Boca Raton Contract No. 2022-027 shall be deemed as references to the City of Boynton Beach. B. All Notices to the City shall be sent to: City: City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/Facsimile: (561) 742-6090 Copy: Michael D. Cirullo,Jr.,City Attorney Goren, Cherof,Doody&Ezrol,PA. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale,FL 33308 Telephone: (954) 771-4500 Facsimile: (954) 771-4923 C. The following terms and conditions are hereby incorporated into the Agreement: TAX EXEMPT.Prices applicable to City do not include applicable state and local sales,use and related taxes.The City is exempt from state and local sales and use taxes and shall not be invoiced for the same. Upon request City will provide Contractor with proof of tax-exempt status. SOVEREIGN IMMUNITY. Nothing contained in Agreement nor contained herein shall be considered nor construed to waive City's rights and immunities under the common law or Section 768.28,Florida Statutes, as may be amended. BINDING AUTHORITY. Each person signing this Addendum on behalf of either Party individually warrants that he or she has full legal power to execute the Addendum on behalf of the Party for whom he or she is signing, and to bind and obligate such Party with respect to all provisions contained in this Addendum. ATTORNEY'S FEES.In the event that either Party brings suit for enforcement of the Agreement, each Party shall bear its own attorney's fees and court costs. PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty(30)days after the opening of the Bid unless the City announces intent to award sooner,in accordance with Florida Statutes 119.07. The City is a public agency subject to Chapter 119, Florida Statutes. The Vendor shall comply with Florida's Public Records Law. Specifically,the 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 100533394.1 306-9001821 l Piggyback Agreement—Elite Landscaping Services Partnership Landscaping LLC 2 time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Contractor shall destroy all copies of such confidential and exempt records remaining in its possession once the Contractor transfers the records in its possession to the City; and D. Upon completion of the contract,Contractor shall transfer to the City,at no cost to the City, all public records in Contractor's possession All records stored electronically by Contractor must be provided to the City,upon request from the City's custodian of public records,in a format that is compatible with the information technology systems of the City. 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: CITY CLERK OFFICE 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CityClerk a@bbfl.us SCRUTINIZED COMPANIES - 287.135 AND 215.473. By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. The Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list,not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law,the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Contractor of the City's determination concerning the false certification. The 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,the 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 the 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. (00533394.1 306-9001821) Piggyback Agreement—Elite Landscaping Services Partnership Landscaping LLC 3 E-VERIFY.Contractor certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. 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. 2. Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E-Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; and B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E- Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty(20) calendar days after the date of termination. Termination of this Contract under this Section is not a breach of contract {OO533394.1 306-9C01 S21 Piggyback Agreement—Elite Landscaping Services Partnership Landscaping LLC 4 and may not be considered as such. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1) year after the date of termination. DISPUTES. Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. EXECUTION OF THE AGREEMENT. This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties.A facsimile signature shall constitute an original signature for all purposes. TERMINATION FOR CONVENIENCE. This Agreement may be terminated by the City for convenience,upon fourteen(14)days of written notice by the terminating party to the other party for such termination in which event the Contractor shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the Contractor abandons the Agreement or causes it to be terminated, the Contractor shall indemnify the City against loss pertaining to this termination. TERMINATION FOR CAUSE. In addition to all other remedies available to City, this Agreement shall be subject to cancellation by City for cause, should Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty(30)days after receipt by Contractor of written notice of such neglect or failure. INDEMNIFICATION. Contractor shall indemnify and hold harmless the City, its elected and appointed officers, agents, assigns and employees, consultants, separate contractors, any of their subcontractors, or sub-subcontractors, from and against claims, demands, or causes of action whatsoever, and the resulting losses, damages, costs and expenses, including but not limited to attorneys' fees,including paralegal expenses,liabilities,damages,orders,judgements,or decrees, sustained by the City arising out of or resulting from (A) Contractor's performance or breach of Agreement, (B) acts or omissions,negligence,recklessness, or intentional wrongful conduct by) Contractor's, its agents, employees, subcontractors, participants, and volunteers, and (C) ) Contractor's failure to take out and maintain insurance as required under this Agreement. ) Contractor's shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City,where applicable including appellate proceedings, and shall pay all costs,judgements, and attorneys' fees which may issue thereon. The obligations of this section shall survive indefinitely regardless of termination of Agreement. LIMITATION OF LIABILITY. Notwithstanding any provision of the Agreement to which it is applicable, City shall not be liable or responsible to Contractor beyond the amount remaining due to Contractor under the Agreement, regardless of whether said liability be based in tort, contract, indemnity or otherwise; and in no event shall City be liable to Contractor for punitive or exemplary damages or for lost profits or consequential damages. (00533394.1 306.9001821) Piggyback Agreement—Elite Landscaping Services Partnership Landscaping LLC 5 INDEPENDENT CONTRACTOR. The Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that Contractor is an independent Contractor pursuant to the Agreement and shall not be considered the City's employee for any purpose. COUNTERPARTS AND EXECUTION. This Addendum may be executed by electronic signature or by hand, in multiple originals or counterparts,each of which shall be deemed to be an original and together shall constitute one and the same agreement. Execution and delivery of this Addendum by the Parties shall be legally binding,valid and effective upon delivery of the executed documents to the other Party through facsimile transmission, email, or other electronic delivery. COMPLIANCE WITH LAWS. Contractor hereby warrants and agrees,that at all times material to the Agreement, Contractor shall perform its obligations in compliance with all applicable federal, state, local laws, rules and regulations, including Section 501.171, Florida Statutes. Non- compliance may constitute a material breach of the Agreement. ASSIGNMENT. In the event Agreement, and any interests granted herein shall be assigned, transferred, or otherwise encumbered, under any circumstances by Contractor, Contractor must gain prior written consent from City thirty (30) days before such transfer. For purposes of Agreement,any change of ownership of COMPANY shall constitute an assignment which requires City's approval. Notwithstanding the foregoing, Contractor may, without City's consent, assign this Agreement in whole or in part as part of a corporate reorganization, consolidation, merger or sale of substantially all of its assets related to this Agreement.Contractor shall provide City written notice of any such corporate reorganization, consolidation,merger or sale of substantially all of its assets related to this Agreement within thirty(30)days of such event. AGREEMENT SUBJECT TO FUNDING. The Agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Boynton Beach in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. Early termination by City due to loss of funding shall not obligate Contractor to refund any prepaid fees. Section 3. Entire Agreement. The Agreement and this Addendum, and any subsequent amendments or purchase orders signed by the Parties hereto shall constitute the entire understanding of the Parties. Section 4. Severability. If any provision of this Addendum or application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Addendum, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. Section 5. In the event that the Elite Landscaping Services dba Partnership Landscaping, LLC agreement with the City of Boca Raton is amended,or terminated, Elite Landscaping Services dba Partnership Landscaping, LLC shall notify the City within ten (10) days. In the event the Elite Landscaping Services dba Partnership Landscaping, LLC agreement with the City of Boca Raton is amended or terminated prior to its expiration, this Contract shall remain in full force and effect, ( 533394J 306-9001621 l Piggyback Agreement—Elite Landscaping Services Partnership Landscaping LLC 6 and not be deemed amended or terminated until specifically amended or terminated by the parties hereto. Section 6. Elite Landscaping Services dba Partnership Landscaping, LLC agrees that in the event it enters into a Contract for the same(or substantially similar)scope of services with another local government in Florida which contains a term or condition,including fees,charges, or costs, which the City determines to be more favorable than the terms in this Contract,the parties shall enter into an Addendum to provide those terms to the City. Section 7. The insurance required shall require that the Certificate of Insurance name the City of Boynton Beach as an additional insured. Section 8. In all other aspects, the terms and conditions of the Elite Landscaping Services dba Partnership Landscaping, LLC agreement are hereby ratified and shall remain in full force and effect under this Contract,as provided by their terms. Signature Page to follow 100533394 1 306.9001821 l Piggyback Agreement-Elite Landscaping Services Partnership Landscaping LLC 7 IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day . and year first written above. F BOYNTON BEACH,FLORIDA ELITE LANDSCAPING SERVICES ER IC LLC DBA CITY O P I..:TNERSHIP II (S Company-J�eg�te�,Ci • . �. _•i Print Name of Autho • .. Official Trifle k. 71ed asboF 7//' — (Corporate Seal) Michael D.Cirullo,Jr.,City Attorney Attest/Authenticated: Attested/Authenticated: (Signature),Witness II1t III- Print Name City Or.. �Dy N TON%,, Imo • S G ;� ,� _I—: EAL ._ . � v� l .INCORPORATEO; 11920:: s 1%`.‘ FLOR\O'- {00533390.1 306-9001821) 8 Pinnvback Agreement—Elite Landscaping Services Partnership Landscaping LLC IN WI'i'N1C88 OF THE FOREGOING,the psis have sea their hands and seals the day and year fir'eIMI above. ELITE LANDSCAPING SERVICES DBA CITY OF BOyN'TON BEACH,FLORIDA P, :TNERSI IP LANDSCAPING'LLC 0 �x�SCO �� lames-gtabloOnteriza.:*4iir Company -Dc16"`-1 ") i W_J k Prins Name of Aum Official/ 'T1tl�o as to Fount / .i 7/�ed � ( Scat) (CotPaaee Midnd D.�°,Jr.,City Attorney Attest/A40i11;:tiiiii A A cstod: (S•:,,,:,�, -),Witness � vS 1' 1%(N d r '1 ° 410J City► (1.k P lne 4I1: 1$11%• U : , INCORPOO� i J •. 192 . ,,'., FLORVOP= pMf1 t1 as+ww) s mambo*Pasemosat-ao r Eno to solwas Pedrosa.*Lanclsoleing U.0 I EXHIBIT A AGREEMENT BETWEEN THE CITY OF BOCA RATON AND ELITE LANDSCAPING SERVICES dba PARTNERSHIP LANDSCAPING,LLC (00533394.1 306-9001821) Piggyback Agreement—Elite Landscaping Services Partnership Landscaping LLC 9