R24-323 1 RESOLUTION NO. R24-323
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, AWARDING INVITATION TO BID NO. UTL 24-011
5 FOR OCEANFRONT PARK WASTEWATER TREATMENT PLANT (BEACH
6 PLANT) UPGRADES TO CLOSE CONSTRUCTION SERVICES, LLC,
7 APPROVING AGREEMENT BETWEEN THE CITY AND THE AWARDED
8 VENDOR IN THE AMOUNT OF $907,000 WITH AN ADDITIONAL 10%
9 CONTINGENCY IN THE AMOUNT OF $90,700 FOR STAFF-AUTHORIZED
10 CHANGE ORDERS TO ADDRESS UNFORESEEN CONDITIONS, FOR A
11 TOTAL AMOUNT NOT-TO-EXCEED $997,700, AND TO APPROVE A
12 BUDGET TRANSFER TO ALLOCATE SUFFICIENT FUNDING FOR THE
13 PROJECT; AND FOR ALL OTHER PURPOSES.
14
15 WHEREAS, On October 30, 2024, the City received and tabulated five (5) proposals for
16 Invitation to Bid No. UTL 24-011 for the Oceanfront Park Wastewater Treatment Plant (Beach
17 Plant) Upgrades ("Project"), a State-grant project; and
18 WHEREAS, City staff and the Purchasing Department reviewed each bid proposal, and the
19 five (5) vendors were determinedutilizing byut z the evaluation forms, which contain current pricing
9 p 9
20 provided by the vendors on common-use items and services, with total bid amounts ranging from
21 $881,625 to $1,687,628; and
22 WHEREAS, the City's consulting engineers reviewed the bids and determined that
23 Razorback LLC and Close Construction Services, LLC were the two lowest bidders; and
24 WHEREAS, the City found Razorback, LLC to be unresponsive to the City's additional bid
25 clarification questions related to interior coating and rehabilitation; and
26 WHEREAS, the scope of the Project is primarily for the rehabilitation of the Rotating
27 Biological Contactor system, the interior coating of the vault is a small portion of the work and is
28 ancillary to the Project; and
29 WHEREAS, the City engineer and staff found the bid documents and clarification
30 responses from Close Construction Services LLC ("Vendor") to be acceptable and that they meet
31 the minimum requirements for the Project, as the next lowest, most responsive, responsible, and
32 qualified bidder; and
33 WHEREAS,the City Commission, upon the recommendation of staff, has deemed it in the
34 best interests of the city's citizens and residents to award an Invitation to Bid No. UTL 24-011 for
35 the Project to Vendor, and approve the Agreement between the City and the awarded Vendor;
36 and
37 WHEREAS, the City requires a budget transfer in order to allocate sufficient funding for
38 the Project.
39
40 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
41 BEACH, FLORIDA, THAT:
42 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
43 being true and correct and are hereby made a specific part of this Resolution upon adoption.
44 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
45 award an Invitation to Bid No. UTL 24-011 for the Project to Vendor.
46 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby
47 approve an Agreement between Vendor and the City for Invitation to Bid No. UTL 24-011 for the
48 Project with an annual expenditure not to exceed $997,700 (the "Agreement"), in form and
49 substance similar to that attached as Exhibit A.
50 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby
51 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any
52 ancillary documents required under the Agreement or necessary to accomplish the purposes of
53 the Agreement and this Resolution, including approval of a budget transfer to allocate sufficient
54 funding for the Project.
55 SECTION 5. The City Clerk shall retain the fully executed Agreement as a public record
56 of the City. A copy of the fully executed Agreements shall be provided to Taralyn Pratt to forward
57 to the awarded Vendor.
58 SECTION 6. This Resolution shall take effect in accordance with law.
59
60
61 [signatures on the following page]
62
63 PASSED AND ADOPTED this day of 1CQ-bIP- 2024.
64 CITY OF BOYNTON BEACH, FLORIDA
65 YES NO
66 Mayor-Ty Penserga t .
67
68 Vice Mayor-Aimee Kelley --PA2en
69
1.-/-
70
70 Commissioner-Angela Cruz
71
72 Commissioner-Woodrow L. Hay `/
73 /
74 Commissioner-Thomas Turkin
75
76 VOTE `-I
77 AT EST:
78 1
79 A-Alle 011 ' ":"*". APP /-4.72y
80 Maylee ue Jei s, MPA, ' C T 'en -r!.
81 City Cle Mayor
82
83 APPROVED AS TO FORM:
84 (Corporate Seal) ��DN(NToN�,�11
85 , O •GRP0RAre..� 1
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Shawna G. Lamb
87 � V
88 !! •INCORPORATED; City Attorney
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CONSTRUCTION CONTRACT
OCEANFRONT PARK WWTP (BEACH PLANT) UPGRADES — STATE GRANT
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 Close Construction Services, LLC
a corporation authorized to do business in the State of Florida, with a business address of 305 NW 4th
Avenue, Okeechobee, FL 34972, hereinafter referred to as the "VENDOR," each a "Party" and collectively
the "Parties."
WHEREAS, the CITY has selected the VENDOR to perform construction services related to the
Oceanfront Park Wastewater Treatment Plant (Beach Plant) Upgrades Project; and,
WHEREAS, at its meeting of December 17, 2024, by Resolution No. .14-3;.3,the City Commission
approved this award to VENDOR and authorized the proper CITY officials to execute this Agreement,
hereinafter referred to as Contract No.: UTL24-011 and used interchangeably with "Contract".
NOW, THEREFORE, CITY and VENDOR, in consideration of the mutual covenants hereinafter
set forth, agree as follows:
Article 1. SCOPE OF WORK. VENDOR shall furnish all labor, materials, equipment, services, and
incidents necessary to perform all "WORK" described in the Contract Documents (as defined in Article 8
below) and related thereto for the Project.
Article 2. CONSULTANT. Shall mean the CITY of Boynton Beach / Carollo Engineers, Inc.
("CONSULTANT"), which has designed the Project and will assume all duties and responsibilities and will
have the rights and authority assigned to CONSULTANT in connection with the completion of the WORK in
accordance with the Contract Documents.
Article 3. CONTRACT TIME: TERMINATION: LIQUIDATED DAMAGES.
0,0. Contract Time. The WORK will be substantially completed within (210) [two hundred
ten] calendar days from the effective date of this Agreement, when the Contract Time
commences to run as provided in paragraph 2.3 of the General Conditions and completed
and ready for final payment in accordance with paragraph 14.9 of the General Conditions
within 30 calendar days from the date of Substantial Completion.
0.1. Termination for Convenience. This Agreement may be terminated by CITY for
convenience upon providing fourteen (14) business days of written notice to VENDOR
for such termination. In the event of termination, VENDOR shall be paid its compensation
for services performed until the termination date, including services reasonably related to
termination. In the event that VENDOR abandons this Agreement or causes it to be
terminated, VENDOR shall indemnify CITY against loss pertaining to this termination.
0.2. Termination for Cause. In addition to all other remedies available to CITY, this
Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect
or fail to perform or observe any of the terms, provisions, conditions, or requirements
herein contained, if such neglect or failure shall continue for a period of thirty (30) days
after receipt by VENDOR of written notice of such neglect or failure.
0.3. Liquidated Damages. The CITY and VENDOR recognize and acknowledge that time is
of the essence of this Contract and that the CITY will suffer financial loss if the WORK is
not completed within the times specified in paragraph 3.1 above, plus any extensions
Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-1
thereof allowed in accordance with Article 12 of the General Conditions. Each of the
parties acknowledges that it has attempted to quantify the damages which would be
suffered by the CITY in the event of the failure of VENDOR to perform in a timely manner,
but neither one has been capable of ascertaining such damages with certainty. CITY and
VENDOR also recognize and acknowledge the delays, expense, and difficulties involved
in proving in a legal preceding the actual loss suffered by the CITY if the WORK is not
completed on time. Accordingly, instead of requiring any such proof, the CITY and
VENDOR agree that as liquidated damages for delay (but not as a penalty) VENDOR
shall pay the CITY, [One Thousand] Dollars ($1,000.00)for each day of that expires after
the time specified in paragraphs 3.1 for substantial completion until the WORK is
substantially complete. After Substantial Completion, if VENDOR shall neglect, refuse or
fail to complete the remaining WORK within the Contract Time or any proper extension
thereof granted by the CITY, VENDOR shall pay CITY [Two Hundred Fifty] Dollars [$
250.00] for each day that expires after the time specified in paragraph 3.1 for completion
and readiness for final payment.
Article 4. CONTRACT PRICE.
CITY shall pay VENDOR,for the faithful performance of the Contract, in lawful money of the United States
of America, and subject to the additions and deductions as provided in the Contract Documents, a total
sum as follows:
Based on the Contract prices shown in the Bid Form submitted to the CITY as subsequently revised
and as stated herein, a copy of such Bid Form being a part of the Contract Documents, the aggregate
amount of this Contract (obtained from either the lump sum price, the application of unit prices to the
quantities shown in the Bid Form or the combination of both) not to exceed:
Nine Hundred Seven Thousand Dollars and Zero Cents $ 907,000.00
(Written) (Numerical)
Article 5.PAYMENT PROCEDURES.
VENDOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. CITY
will process Applications for Payment as provided in the General Conditions.
1.1 Progress Payments. VENDOR may submit an Application for Payment as
recommended byCONSULTANT for WORK completed duringthe Project at intervals
P 1
of not more than once a month. All progress payments will be on the basis of the
progress of WORK measured by the schedule of values established in Paragraph 2.9.1
of the General Conditions and in the case of Unit Price Work based on the number of
units is completed or, in the event there is no schedule of values, as provided in the
General Requirements.
1.2 Prior to Substantial Completion, progress payments will be made in an amount equal to
90% of WORK completed, but, in each case, less the aggregate of payments previously
made and less such amounts as CONSULTANT shall determine, or CITY may withhold,
in accordance with paragraph 14.5 of the General Conditions.
1.3 VENDOR shall submit with each Application for Payment an updated progress schedule
acceptable to the CITY and a Warranty of Title/Release of Liens relative to the Work
that is the subject of the Application. Each Application for Payment shall be submitted
to the CITY for approval. The CITY shall make payment to the VENDOR within thirty (30)
days after approval by the CITY of VENDOR's Application for Payment and submission
of an acceptable updated progress schedule.
1.4 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:
a. Defective Work not remedied.
Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-2
b. Claims filed or reasonable evidence indicating probable filing of claims by other
parties against VENDOR.
c. Failure of VENDOR to make payments properly to subcontractors or for material
or labor.
d. Damage to another VENDOR not remedied.
e. Liquidated damages and costs incurred by the CITY for extended construction
administration.
When the above grounds are removed or resolved, or VENDOR 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.
1.5 Final Payment. Upon final completion and acceptance of the WORK in accordance with
paragraph 14.10 of the General Conditions, CITY shall pay the remainder of the
Contract Price as recommended by CONSULTANT as provided in paragraph 14.10.
1.6 All payments shall be governed by the Local Government Prompt Payment Act, as set
forth in Part VII, Chapter 218, Florida Statutes.
Article 6.RETAINAGE,
Five percent (5) of all monies earned by the VENDOR shall be retained by the CITY until Final
Completion of the construction services purchased (defined as that point at which one hundred (100)
percent of the construction of the work as defined in the Contract Schedule of Values has been
performed under the contract by the VENDOR) has been reached and acceptance by CITY.
Within 30 calendar days after reaching the earlier of substantial completion or beneficial occupancy, the
City/Owner and the Vendor will inspect the work and develop a punch list covering those items required
to render complete, satisfactory, and acceptable construction services purchased by the City/Owner.
The punch list will include a schedule of values that provides the estimated cost to complete each item
on the punch list. If the City/Owner and Vendor are unable to agree on an item or value, the City/Owner
has final discretion on whether to include an item and the amount for valuation of the cost to complete
each item on the punch list. Within 20 business days after the creation of the punch list, the remaining
contract balance, including retainage, will be paid to the Vendor less an amount equal to 150 percent of
the cost to complete the items on the punch list. Upon reaching final acceptance for an item or all items,
the 150 percent withheld for each item will be released with final payment. For projects valued at $10
million or more, the 30-calendar day period may be extended to 45 days.
Article 7. CONTRACTOR GUARANTEE,
VENDOR 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 Contract. The VENDOR, free of all costs to the CITY, shall replace any part of the equipment,
materials, or work included in this Contract that proves to be defective by reason of faulty materials,
damages, and/or workmanship within twelve (12) month period.
Article 8. CONTRACT DOCUMENTS.
The Documents hereinafter listed shall form the Contract, and they are as fully a part of the Contract as
if attached hereto:
8.1 Request for Bid
8.2 Instructions to Proposers /Bidders
8.3 Proposal Forms (including the Proposal, Schedule(s), Submission Requirements of
Proposer / Bidder, and all required certificates, licenses, affidavits, and other
documentation)
8.4 Contract
8.5 VENDOR's Bid Bond, Performance, and Payment Bond
Bid No.UTL24-011—Oceanfront Park W WTP(Beach Plant)Upgrades—State Grant C-3
8.6 Standard Terms and Conditions for Bidders
8.7 Special Conditions
8.8 General Conditions for Construction
8.9 Specifications & Technical Requirements (Division 1)
8.10 Specifications and Technical Requirements entitled: Attachment A—Carollo Engineers,
Inc. — Signed & Sealed Technical Specifications Bid Set Volume 1 of 1 (Division 2-17)
8.11 Engineering Design Handbook and Construction Standards for the City of Boynton Beach
(available online at: https://www.bovnton-beach.orq/691/Utilities-Enqineering-Division)
8.12 Appendix A: Signed & Sealed Oceanfront Park Wastewater Treatment Plant (Beach
Plant) Upgrades— Drawings (Dated December 2023)
Article 9. NOTICE: All notices required in this Contract shall be sent by certified mail, return receipt
requested, and if sent to CITY shall be mailed to:
Daniel Dugger, City Manager
City of Boynton Beach
100 East Ocean Ave,
Boynton Beach, FL 33435
Telephone No. (561)742-6000
And if sent to the VENDOR shall be mailed to:
Close Construction Services, LLC
Att: Thomas J. Close
305 NW 4th Avenue
Okeechobee, FL 34972
Telephone#: (863) 467-0831
Email: ccs(cr�closeconstructionllc.com
Article 10.JNDEMNITY.
10.1 The VENDOR shall indemnify and hold harmless the CITY and its officers, employees,
agents, instrumentalities, and the State of Florida, Division of Emergency Management
from liability, losses, or damages, including attorneys'fees and costs of defense through
the conclusion of any appeals, which the CITY or its officers, employees, agents or
instrumentalities may incur as a result of claims, demands, suits, causes of actions or
proceedings of any kind or nature arising out of or resulting from the negligence,
recklessness, or intentional wrongful misconduct of VENDOR, its employees, agents,
partners, principals or subcontractors during the term of this Agreement or resulting
thereafter. The VENDOR shall pay all claims and losses in connection therewith and
shall investigate and defend all claims, suits, or actions of any kind or nature in the name
of the CITY, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorneys' fees which may issue thereon. The VENDOR expressly
understands and agrees that any insurance protection required by this Agreement or
otherwise provided by the VENDOR shall in no way limit the responsibility to indemnify,
keep, and save harmless and defend the CITY or its officers, employees, agents, and
instrumentalities as herein provided.
10.2 VENDOR's aggregate liability pursuant to this indemnification provision shall not exceed
one and one-half(1 1/2)times the contract price or One Million Dollars ($1,000,000) per
occurrence, whichever is greater.
10.3 Upon completion of all services, obligations, and duties provided for in this Agreement,
or in the event of termination of this Agreement for any reason, the terms and conditions
of this Article shall survive indefinitely.
10.4 CITY reserves the right to select its own legal counsel to conduct any defense in any
Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-4
such proceeding and all costs and fees associated therewith shall be the responsibility
of VENDOR.
10.5 Nothing contained herein is intended nor shall be construed as a contractual waiver of
the CITY's rights, limits, and immunities under the common law or Section 768.28,
Florida Statutes, as may be amended from time to time, nor a waiver of any defense the
CITY may have and shall not be construed as consent to be sued by third parties based
on any claims arising under this Contract. VENDOR and CITY agree that any liability of
the CITY under this Contract shall be limited to the amounts set forth in Sec. 728.68,
Florida Statutes.
Article 11.REIMBURSEMENT OF CONSULTANT EXPENSES.
Should the completion of this Contract be delayed beyond the specified or adjusted time limit, VENDOR
shall reimburse the CITY for all expenses of consulting and inspection incurred by the CITY during the
period between said specified or adjusted time and the actual date of final completion. All such expenses
for consulting and inspection incurred by the CITY will be charged to the VENDOR and be deducted from
payments due VENDOR as provided by this Contract. Said expenses shall be further defined as
CONSULTANT charges associated with the construction contract administration, including resident
project representative costs.
Article 12. FLORIDA'S PUBLIC RECORDS LAW,
The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with
Florida's Public Records Law. Specifically, the VENDOR shall:
12.1 Keep and maintain public records required by the CITY to perform the service;
12.2 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, Florida
Statue or as otherwise provided by law;
12.3 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, VENDOR
shall destroy all copies of such confidential and exempt records remaining in its
possession once the VENDOR transfers the records in its possession to the CITY; and,
12.4 Upon completion of the contract, VENDOR shall transfer to the CITY, at no cost to the
CITY, all public records in VENDOR's possession. All records stored electronically by
VENDOR must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of
the CITY.
12.5 IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
CITY CLERK'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA 33435
561-742-6060
CityClerk(a�bbfl.us
Article 13.ji-VERIFY,
1.1 VENDOR certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described
Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-5
herein below.
1.1.1 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.
1.1.2 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.
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.
Article 14. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL OR IDEOLOGICAL
INTERESTS IN GOVERNMENT CONTRACTING -- F.S. 287.05701.
VENDOR is hereby notified of the provisions of section 287.05701, Florida Statutes, as
amended, that the CITY will not request documentation of or consider VENDOR's social,
political, or ideological interests when determining if the VENDOR is a responsible
contractor. VENDOR is further notified that the CITY's governing body may not give
preference to a Vendor based on the VENDOR's social, political, or ideological interests.
Article 15. SCRUTINIZED COMPANIES,
Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-6
By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a
boycott of Israel.VENDOR further certifies that VENDOR is not on the Scrutinized Companies
that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not
on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has
VENDOR been engaged in business operations in Syria. Subject to limited exceptions
provided in state law, the CITY will not contract for the provision of goods or services with any
scrutinized company referred to above. Submitting a false certification shall be deemed a
material breach of contract. The CITY shall provide notice, in writing, to the VENDOR of the
CITY's determination concerning the false certification. VENDOR shall have five(5)days from
receipt of notice to refute the false certification allegation. If such false certification is
discovered during the active contract term, the VENDOR shall have ninety(90)days following
receipt of the notice to respond in writing and demonstrate that the determination of false
certification was made in error. If the VENDOR does not demonstrate that the CITY's
determination of false certification was made in error, then the CITY shall have the right to
terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes,
as amended from time to time.
Article 16. COVENANT AGAINST CONTINGENT FEES.
The VENDOR warrants that it has not employed or retained any company or person, other than a
bona fide employee working solely for the VENDOR, to solicit or secure this Agreement and that
VENDOR has not paid or agreed to pay any company or person, other than a bona fide employee
working solely for the VENDOR any fee,commission, percentage, brokerage fee,gifts,or any other
consideration contingent upon or resulting from the award or making of this Agreement. For breach
or violation of this warranty, the CITY shall have the right to annul this Agreement without liability
or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full
amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
Article 17. TRUTH IN NEGOTIATION CERTIFICATE.
A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the date of
the Agreement and no higher than those charged to the VENDOR's most favored customer for
the same or substantially similar service.
B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-current
wage rates or due to inaccurate representations of fees paid to outside vendors. The CITY shall
exercise its rights under this "Certificate"within one (1)year following payment.
Article 18. ENTITIES OF FOREIGN CONCERN.
The provisions of this section apply only if VENDOR or any subcontractor will have access to an
individual's personal identifying information under this Agreement. VENDOR represents and
certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the
government of a foreign country of concern does not have a controlling interest in VENDOR; and
(iii)VENDOR is not organized under the laws of and does not have its principal place of business
in,a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal
identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit
to CITY executed affidavit(s)under penalty of perjury, in a form approved by CITY attesting that the
entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the
requirements of this section is included in the requirements of a proper invoice. Terms used in this
section that are not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in Section 287.138, Florida Statutes.
Article 19. ANTI-HUMAN TRAFFICKING.
On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit
attesting that the VENDOR does not use coercion for labor or services, in accordance with Section
Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-7
787.06(13), Florida Statutes.
Article 20. MISCELLANEOUS,
20.1 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 exclusively in
Palm Beach County.
20.2 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.
20.3 CITY and VENDOR each bind 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.
20.4 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.
20.5 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 VENDOR,
as well as all suppliers and subcontractors who worked on the project that is the subject
of this Agreement. Payment of the invoice and acceptance of such payment by VENDOR
shall release CITY from all claims of liability by VENDOR in connection with this
Agreement.
20.6 At all times during the performance of this Agreement, VENDOR shall protect CITY's
property from all damage whatsoever on account of the work being carried on under this
Agreement.
20.7 It shall be the VENDOR'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.
20.8 U.S. Produced Iron and Steel. VENDOR shall comply with the requirements of Section
255.0993, Florida Statutes, which requires any iron or steel product permanently
incorporated in the project must be produced in the United States.
20.9 Waiver of Chapter 558, Florida Statutes. Pursuant to Section 558.005(1), VENDOR and
CITY agree to opt out of the requirements of Chapter 558, Florida Statutes.
20.10 This Contract is funded by a grant, and the grant requirements applicable to this Contract
are made part of the Contract Documents.
20.11 This Agreement represents the entire and integrated agreement between CITY and
VENDOR and supersedes all prior negotiations, representations, or agreements, either
written or oral. This Agreement is intended by the parties hereto to be the final expression
of this Agreement, and it constitutes the full and entire understanding between the parties
with respect to the subject hereof, notwithstanding any representations, statements, or
agreements to the contrary heretofore made. In the event of a conflict between this
Agreement, the solicitation, and the VENDOR's bid proposal, this Agreement shall govern,
then the solicitation, and then the bid proposal.
Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-8
20.12 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.
Article 21. DEFAULT OF CONTRACT& REMEDIES.
21.1 Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not
conform to the requirements of this Agreement, or if the work exhibits poor workmanship,
CITY reserves the right to require that VENDOR 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.
21.2 Default of Contract. The occurrence of any one or more of the following events shall
constitute a default and breach of this Agreement by VENDOR:
21.2.1 The abandonment of the project by VENDOR for a period of more than seven (7)
business days.
21.2.2 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.
21.2.3 The failure by VENDOR to observe or perform any of the terms, covenants, or
conditions of this Agreement to be observed or performed by VENDOR, where such failure
shall continue for a period of seven (7) days after written notice thereof by CITY to
VENDOR; provided, however, that if the nature of VENDOR's default is such that more
than seven (7) days are reasonably required for its cure, then VENDOR shall not be
deemed to be in default if VENDOR commences such cure within said seven (7)day period
and thereafter diligently prosecutes such cure to completion.
21.2.4 The assignment and/or transfer of this Agreement or execution or attachment
thereon by VENDOR or any other party in a manner not expressly permitted hereunder.
21.2.5 The making by VENDOR of any general assignment or general arrangement for
the benefit of creditors, or the filing by or against VENDOR of a petition to have VENDOR
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 VENDOR, the same is
dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take
possession of substantially all of VENDOR's assets, or for VENDOR's interest in this
Agreement, where possession is not restored to VENDOR within thirty (30) days; for
attachment, execution or other judicial seizure of substantially all of VENDOR's assets, or
for VENDOR's interest in this Agreement,where such seizure is not discharged within thirty
(30) days.
21.3 Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in
writing, of such abandonment, delay, refusal, failure, neglect, or default and direct
VENDOR 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 VENDOR 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 VENDOR
and proceed to perform services under the Agreement, at its own cost and expense.
21.3.1 Upon such declaration of default, all payments remaining due VENDOR at the time
of default, less all sums due CITY for damages suffered, or expenses incurred by reason
Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-9
1
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 VENDOR had the VENDOR
continued to perform the services under the Agreement.
21.3.2 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 VENDOR and/or the Surety together with the costs incident thereto to such default.
21.3.3 In the event CITY completes the Agreement at a lesser cost than would have been
payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR,
CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall
pay the amount of such excess to the CITY.
21.3.4 Notwithstanding the other provisions in this Article, CITY reserves the right to
terminate the Agreement at any time, whenever the service provided by VENDOR fails to
meet reasonable standards of the trade after CITY gives written notice to the VENDOR of
the deficiencies as set forth in the written notice within thirty calendar (30) days of the
receipt by VENDOR of such notice from CITY.
SIGNATURE PAGE FOLLOWS
Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-10
This Agreement will take effect once signed by both parties. This Agreement may be signed by the
parties in counterparts, whether signed physically or electronically, 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.
CITY OF BOYNTON BEACH CLOSE CONSTRUCTION SERVICES, LLC
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Ty 'en r , Mayor (Signature), a Construction Services, LLC
Dated 'O4
l ZOO "ThQckaS lots)6 CI.OSe
Print Name of Authorized Official
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Title
Occervtior y 3 , 202-4
Date
(Corporate Seal) .•. ' �
Attest/Authenticated: .'r
Witness
Print Name
Approved as to Form:
1 „A.,,,0 I Watii
1 Shawna G. Lamb, Office of the City Attorney ,,,„,`
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Atte sted/A th; ,-t •
� S t SEAL ��_ /,
i .INCORPORATED: 0
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it � - :•• 1920 t
Maylee D= J- ,s, City Clerk I%
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Bid No.UTL24-011—Oceanfront Park WWTP(Beach Plant)Upgrades—State Grant C-11