R24-321 1 RESOLUTION NO. R24-321
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, AWARDING INVITATION TO BID NO. WH24-077
5 FOR ANNUAL SUPPLY OF ORIGINAL EQUIPMENT MANUFACTURER
6 SERVICES AND PARTS FOR MEDIUM/LARGE AND HEAVY DUTY
7 VEHICLES AND EQUIPMENT TO INNOVATIVE EQUIPMENT 2 LLC DBA
R CASE POWER& EQUIPMENT OF FLORIDA, SBL FREIGHTLINER LLC, KVP
9 ENTERPRISES INC. DBA EXPERT DIESEL, NACARATO TRUCKS GENERAL
10 PARTNERSHIP, NACARATO VOLVO TRUCKS AND THE PETESTORE OF
11 SOUTH FLORIDA;APPROVING AGREEMENTS BETWEEN THE CITY AND
12 THE AWARDED VENDOR FOR FIVE YEAR TERMS; AND FOR ALL OTHER
13 PURPOSES.
14
15 WHEREAS, On October 29, 2024, the Materials and Distribution Division received and
16 tabulated five (5) proposals for Invitation to Bid No. WH24-077 for Annual Supply of Original
17 Equipment Services and Parts for Medium/Large and Heavy Duty Vehicles and Equipment; and
18 WHEREAS, the division Director reviewed all proposals. The bid is based on a discount
19 percentage forparts. Orderingwill be on an as-needed and
p 9 basis;
20 WHEREAS, due to the wide variety of parts available, it was determined to recommend
21 this award to all five (5)vendors in order to utilize the discounts to obtain the lowest possible cost
22 and to secure a source of supply for the purchase of parts and service for large vehicles and
23 equipment; and
24 WHEREAS, the five (5) vendors were determined by utilizing the evaluation forms, which
25 contain current pricing provided by the vendors on common-use items and services; and
26 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
27 best interests of the city's citizens and residents to award an Invitation to Bid No. WH24-077 for
28 Annual Supply of Original Equipment Services and Parts for Medium/Large and Heavy Duty
29 Vehicles and Equipment to Innovative Equipment 2, LLC d/b/a Case Power&Equipment of Florida,
30 SBL Freightliner, LLC, KVP Enterprises, Inc. d/b/a Expert Diesel, Nacarato Trucks General
31 Partnership, Nacarato Volvo Trucks, and The Petestore of South Florida, and approve Agreements
32 between the City and the awarded Vendor.
33
34
35 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
36 BEACH, FLORIDA, THAT:
37 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
38 being true and correct and are hereby made a specific part of this Resolution upon adoption.
39 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
40 award an Invitation to Bid No. WH24-077 for Annual Supply of Original Equipment Services and
41 Parts for Medium/Large and Heavy Duty Vehicles and Equipment to Innovative Equipment 2, LLC
42 d/b/a Case Power& Equipment of Florida, SBL Freightliner, LLC, KVP Enterprises, Inc. d/b/a Expert
43 Diesel, Nacarato Trucks General Partnership, Nacarato Volvo Trucks, and The Petestore of South
44 Florida.
45 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby
46 approve an Agreement between Innovative Equipment 2, LLC d/b/a Case Power & Equipment of
47 Florida, and the City for Invitation to Bid No. WH24-077 for Annual Supply of Original Equipment
48 Services and Parts for Medium/Large and Heavy Duty Vehicles and Equipment with an annual
49 expenditure not to exceed $700,000 (the "Agreement"), in form and substance similar to that
50 attached as Exhibit A.
51 SECTION 4. The City Commission of the City of Boynton Beach, Florida, does hereby
52 approve an Agreement between SBL Freightliner, LLC and the City for Invitation to Bid No. WH24-
53 077 for Annual Supply of Original Equipment Services and Parts for Medium/Large and Heavy
54 Duty Vehicles and Equipment with an annual expenditure not to exceed $700,000 (the
55 "Agreement"), in form and substance similar to that attached as Exhibit B.
56 SECTION 5. The City Commission of the City of Boynton Beach, Florida, does hereby
57 approve an Agreement between KVP Enterprises, Inc. d/b/a Expert Diesel and the City for
58 Invitation to Bid No. WH24-077 for Annual Supply of Original Equipment Services and Parts for
59 Medium/Large and Heavy Duty Vehicles and Equipment with an annual expenditure not to exceed
60 $700,000 (the "Agreement"), in form and substance similar to that attached as Exhibit C.
61 SECTION 6. The City Commission of the City of Boynton Beach, Florida, does hereby
62 approve an Agreement between Nacarato Trucks General Partnership, Nacarato Volvo Trucks, and
63 the City for Invitation to Bid No. WH24-077 for Annual Supply of Original Equipment Services and
64 Parts for Medium/Large and Heavy Duty Vehicles and Equipment with an annual expenditure not
65 to exceed $700,000 (the "Agreement"), in form and substance similar to that attached as Exhibit
66 D.
67 SECTION 7. The City Commission of the City of Boynton Beach, Florida, does hereby
68 approve an Agreement between The Petestore of South Florida and the City for Invitation to Bid
69 No.WH24-077 for Annual Supply of Original Equipment Services and Parts for Medium/Large and
70 Heavy Duty Vehicles and Equipment with an annual expenditure not to exceed $700,000 (the
71 "Agreement"), in form and substance similar to that attached as Exhibit E.
72 SECTION 8. The City Commission of the City of Boynton Beach, Florida, hereby
73 authorizes the Mayor to execute the Agreements. The Mayor is further authorized to execute any
74 ancillary documents required under the Agreements or necessary to accomplish the purposes of
75 the Agreements and this Resolution.
76 SECTION 9. The City Clerk shall retain the fully executed Agreements as a public record
77 of the City.A copy of the fully executed Agreements shall be provided to Michael Dauta to forward
78 to the Vendors.
79 SECTION 10. This Resolution shall take effect in accordance with law.
80
81
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84
85 [signatures on the following page]
86
`
87 PASSED AND ADOPTED this 1lN'1 day of �m�{ 2024.
88 CITY OF BOYNTON BEACH, FLORIDA
89 YES NO
90 Mayor–Ty Penserga ✓
91
92 Vice Mayor–Aimee Kelley
93
94 Commissioner–Angela Cruz
95
96 Commissioner–Woodrow L. Hay ✓
97
98 Commissioner–Thomas Turkin
99 ,, II
4
100 VOTE ` -0
101 AT T:
102
To•
103 ! /l2!
104 MayleDitesus, MPA MC Ty •ens- •
105 City Clerk Mayor
106
107 APPROVED AS TO FORM:
108 (Corporate Seal)
109 �/
110
Ai/d.� LA >6%
111 Shawna G. Lamb
112 City Attorney
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND VENDOR
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City", and Innovative Equipment 2 LLC, DBA — Case Power& Equipment of Florida,
hereinafter referred to as "Vendor", in consideration of the mutual benefits, terms, and conditions
hereinafter specified.
1. PROJECT DESIGNATION. The Vendor is retained by the City to provide parts and service
for the City's fleet of medium/large vehicles and equipment.
2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A"
Scope of Services attached hereto and incorporated herein by reference, including the
provision of all labor, materials, equipment and supplies. No modifications will be made to the
original scope of work without the written approval of the City Manager or his designee. The
terms and conditions of Bid No. WH24-077 and Vendor's bid are expressly incorporated into
this Agreement by reference. Any conflict or discrepancy between the terms of this
Agreement, Bid No. WH24-077, and Vendor's bid, shall be resolved pursuant to the following
order of precedence (1) this Agreement, (2) Bid No. WH24-077; and 3. Vendor's bid.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving
of written notice by the City to the Vendor to proceed. Vendor shall perform all services and
provide all work product required pursuant to this Agreement.
4. TERM. The initial term of the contract shall be for five (5) years effective upon date the
contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in
consultation with the Finance Director may extend the agreement at the same terms, and
conditions, for three (3) one-year renewals (exercised separately) subject to vendor
acceptance, satisfactory performance as determined by the Purchasing Manager, and
determination by the Purchasing Manager that renewal will be in the best interest of the City.
Prices shall remain firm for the first 12-months of the Agreement. Annually thereafter, Vendor
may request a price increase subject to the City's approval. Any requested price adjustment
shall be fully documented and submitted to the City for consideration at least 60 calendar
days prior to the respective term anniversary date. An increase in cost of less than 2% for
each extension may be approved by the City administration and does not require Commission
approval. The price increase percentage change shall not exceed the previous 1-year's
percentage change of the Consumer Price Index for All Urban Consumers (CPI-U) published
by the U.S. Department of Labor's Bureau of Labor Statistics. Any approved price
adjustments shall become effective on the beginning date of the approved bid extension.
Such renewals are only effective and valid if in writing and executed by each parties'
authorized representative.
5. PAYMENT. The Vendor shall be paid by the City for completed work and for services
rendered under this Agreement in accordance with Exhibit "B" Schedule of Prices attached
hereto and incorporated herein by reference, as follows:
a. The annual amount not to exceed $700,000.00 for a total contract amount not to exceed
$3,500,000.00 over the total term of the Agreement, inclusive of all renewals.
b. Payment for the work provided by Vendor shall be made promptly on all invoices submitted
to the City properly, provided that the total amount of payment to Vendor shall not exceed the
total contract price without express written modification of the Agreement signed by the City
Manager or designee, and approved by the City Commission as required.
c. The Vendor may submit invoices to the City once per month during the progress of the
work for partial payment. Such invoices will be checked by the City, and upon approval
thereof, payment will be made to the Vendor in the amount approved.
d. Final payment of any balance due the Vendor 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 Agreement and its acceptance by the City.
e. 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.
f. The Vendor's records and accounts pertaining to this Agreement are to be kept available
for inspection by representatives of the City and State for a period of three (3) years after the
termination of the Agreement. Copies shall be made available upon request.
g. All payments shall be governed by the Local Government Prompt Payment Act, as set
forth in Part VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Vendor 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 Vendor shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
Vendor's endeavors.
7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida and City of Boynton
Beach, ordinances and regulations that are applicable to the services to be rendered under
this agreement.
8. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its officers,
agents, and employees, from and against any and all claims, losses, liability, damages, or
any portion thereof, including attorney fees and costs, which the City or its officers,
employees, or agents may incur as a result of claims, demands, suits, causes of actions or
proceedings of anykind or nature r
9 arising out of, relatingto and resulting from the performance
of this Agreement by the Vendor, its employees, agents, partners, principals or
subcontractors. 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 y iss ue thereon.. The parties understand and agree that the
covenants and representations relating to this indemnification provision shall survive the term
of this Agreement and continue in full force and effect as to the party's responsibility to
indemnify.
Nothing contained herein is intended nor shall be construed to waive City's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
9. INSURANCE. During the performance of the Work under this Agreement, Vendor shall
maintain the following insurance policies, and provide originals or certified copies of all
policies to City's Risk Management. All polices shall be written by an insurance company
authorized to do business in Florida. Vendor shall be required to obtain all applicable
insurance coverage, as indicated below, prior to commencing any Work pursuant to this
Agreement:
i. Worker's Compensation Insurance: The Vendor shall procure and maintain for the life of
this Agreement, Worker's Compensation Insurance covering all employees with limits
meeting all applicable state and federal laws. This coverage shall include Employer's Liability
with limits meeting all applicable state and federal laws. This coverage must extend to any
subcontractor that does not have their own Worker's Compensation and Employer's Liability
Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton
Beach, executed by the insurance company.
ii. Comprehensive General Liability: The Vendor shall procure and maintain for the life of
this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an
"Occurrence" basis. Coverage shall include Premises and Operations; Independent
consultants, Products-Completed Operations and Contractual Liability with specific reference
to Article 8, "Indemnification" of this Agreement. This policy shall provide coverage for death,
personal injury, or property damage that could arise directly or indirectly from the performance
of this Agreement. Vendor shall maintain a minimum coverage of$1,000,000 per occurrence
and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for
property damage.
Said general liability policy shall name the Cityof Boynton Beach as an
Y 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.
10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor is an
independent contractor with respect to the services provided pursuant to this Agreement.
Nothing in this Agreement shall be considered dered to create the relationship of employer and
employee
between the parties hereto. Neither Vendor nor any employee of Vendor 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 Vendor, or any employee of
Vendor.
11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he 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 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 Vendor any fee,
commission, percentage, brokerage fee, gifts, or any other consideration P
contingent upon or
9
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.
12. DISCRIMINATION PROHIBITED. The Vendor, 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.
13. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
14. 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.
15. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the City for
convenience, upon fourteen (14) business days of written notice by the City to the
Vendor in which event the Vendor shall be paid its compensation for services
performed through the termination date, including services reasonably related to
termination. In the event that the Vendor abandons this Agreement or causes it to be
terminated, the Vendor shall indemnify the City against loss pertaining to this
termination.
b. Termination for Cause. This Agreement may be terminated for cause by the
aggrieved party if the party in breach has not corrected the breach within thirty (30)
calendar days after receipt of written notice from the aggrieved party identifying the
breach. This Agreement may be terminated for cause by City for reasons including,
but not limited to. Vendor's failure to suitably or continuously perform the services in
a manner calculated to meet or accomplish the objectives in this Agreement, or
repeated submission (whether negligent or intentional) for payment of false or
incorrect bills or invoices.
c. In the event of the death of a member, partner, or officer of the Vendor, or any of its
supervisory personnel assigned to the project, the surviving members of the Vendor
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 Vendor and the City, if the City so chooses.
d. Notice of termination shall be provided in accordance with the "Notices" section of this
Agreement.
e. In addition to any termination rights stated in this Agreement, City shall be entitled to
seek any and all available contractual or other remedies available at law or in equity
including recovery of costs incurred by City due to Vendor's failure to comply with any
term(s) of this Agreement.
16. 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 exclusively in Palm Beach County, Florida. This Agreement shall be
construed under Florida Law.
17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
Dan Dugger, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Notices to Vendor shall be sent to the following address:
18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Vendor 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 Vendor.
19. 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 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, Ha. 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 STATUES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
Maylee DeJesus, CITY CLERK
100 E OCEAN AVE.
BOYNTON BEACH, FLORIDA, 33435
561-742-6061
DEJESUSM@BBFL.US
20. SCRUTINIZED COMPANIES -- 287.135 AND 215.473
By execution of this Agreement, Contractor certifies that Contractor is not participating in a
boycott of Israel. 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 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.
21. 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.
22. UNCONTROLLABLE FORCES.
A. Neither the City nor Vendor shall be considered to be in default of this Agreement if delays
in or failure oferformance
p shall be due to Uncontrollable Forces, the effect of which, by the
exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental
actions.
B. Neither party shall, however, be excused from performance if non-performance is due to
forces which are preventable, removable, or remediable, and which the non-performing party
could have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the other
party describing the circumstances and uncontrollable forces preventing continued performance
of the obligations of this Agreement.
23. E-VERIFY. Vendor is used interchangeably with Contractor throughout this Section. Vendor
certifies that it is aware of and complies with the requirements of Section 448.095, Florida
Statutes, as may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such
employer in exchange for salary, wages, or other remuneration. "Contractor" includes,
but is not limited to, a vendor or consultant.
ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for salary, wages, or other
remuneration.
iii. "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.
B. 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:
i. All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract;
ii. 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
iii. 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. MISCELLANEOUS.
A. No assignment by a party hereto of any rights under or interests in this Agreement will be
binding on another party hereto without the written consent of the party sought to be
bound; and specifically but without limitation, money that may become due and money
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 this Agreement.
B. 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 this
Agreement.
C 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.
D. 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.
E. 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.
F. Public Entity Crimes Act: Vendor represents that it is familiar with the requirements and
prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. Vendor further
represents that there has been no determination that it committed a "public entity crime"
as defined by Section 287.133, Florida Statutes, and that it has not been formally charged
with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether Vendor has been placed on the convicted vendor list.
G. Anti-Human Trafficking: On or before the Effective Date of the Agreement, Vendor shall
provide City with an affidavit attesting that the Vendor does not use coercion for labor or
services, in accordance with Section 787.06(13), Florida Statutes.
H. Sovereign Immunity: Nothing contained herein is intended to serve as a waiver of
sovereign immunity by the City or as a waiver of limits of liability or rights the City may
have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.
I. Countries of Concern: Vendor represents that it is, and for the duration of the Term will
remain, in compliance with Section 286.101, Florida Statutes.
J. Services Provided in Response to Natural Disaster / Emergency. Vendor provides
services that the City may require in the event of a hurricane or other disaster. Vendor
acknowledges and agrees that in such event, the City may apply to the State of Florida
or the federal government for funds which will be used to pay Vendor or reimburse the
City for payments made to Vendor. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Vendor desires to be eligible to be awarded
disaster work and be compensated through federal funds. The City and Vendor agree that
with respect to any services or work performed or provided by Vendor or its
subcontractors under the Agreement arising or related to a disaster event, the provisions
set forth in the FEMA Addendum (the"FEMA Requirements"), a copy of which is attached
hereto and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by Vendor of work or services required as
a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In
the event of a conflict between the terms of the Agreement and the FEMA Requirements,
the FEMA Requirements shall govern and prevail
K 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 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. This Agreement may be amended only by
written instrument signed by both City and Vendor.
(Signatures on Following Page)
DATED this day of 20
CITY OF BOYNTON BEACH
4- ,L14X,
Ty P-. - • .7;11 1/
Approved as to Form:
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Shawna Lamb, City Attorney
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Title C
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Secretary
City of Boynton Beach
EXHIBIT A
SCOPE OF SERVICES
Vendor will provide parts and service for medium/large heavy-duty truck and equipment on an
as-needed basis for the City of Boynton Beach, Florida. Specific items will be selected and
ordered via purchase order.
EXHIBIT B
SCHEDULE OF PRICES
Parts
Case— List Price less 15% off
Service
Case - $175.00 hourly rate
Exhibit C
FEMA Requirements
FEMA REQUIREMENTS
The FEMA Requirements shall only modify the Contract upon the provision by the Contractor of
112r cl or services required as a result of a disaster.
The term "Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract" as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed
or provided by Contractor or its subcontractors under the Contract arising or related to a disaster event,the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA
Requirements") shall apply. The FEMA Requirements shall only modify the Contract upon the
provision by Contractor of work or services required as a result of a disaster. The terms and conditions
of the Contract and the FEMA Requirements should be read to operate in concert, except where directly
in conflict. In the event of a conflict between the terms of the Contract and the FEMA Requirements, the
FEMA Requirements shall govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The
federal funds appropriated by the Federal Emergency Management Agency (FEMA) will be
administered through the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other
provisions of the Contract, the FEMA Requirements will govern and prevail. Only FEMA
provisions applicable to the Contract shall apply.
C. Payment. Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies.
(1) Local Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other
legal or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any
provision of this article. The City shall recover its court costs and reasonable attorneys'fees in any
legal proceedings commenced to enforce the contract.
(2) Additional Remedies. In addition to any other remedies provided for in the contract or to which the
City may be entitled at law or in equity, in the event of a breach or violation of the Contract by the
Contractor, the Contractor shall be subject to debarment or suspension from consideration for the
award of additional contracts from the City, including but not limited to contracts related to disaster
relief or recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City. The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article
by any other legal means.
E. Termination for Cause. The City shall have the right to terminate the Contract for cause, in the event
of a breach of the contract terms, upon five(5)-calendar days written notice to Contractor. In the event
of termination,the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City
shall be liable for the payment of all portions of materials, supplies, services, and facility orders which
cannot be canceled and were placed prior to the effective date of termination and other reasonable costs
associated with the termination. Notwithstanding the preceding, under no circumstances shall the City
be liable to the Contractor for lost profits or overhead for work, materials, or services not performed or
delivered to the City. All other termination provisions in the Contract shall remain applicable.
F Termination for Convenience. The City may terminate this Contract at its convenience with or
without cause upon written notice of termination to the Contractor. In the event of such a termination
by the City, the City shall be liable for the payment of all Work properly performed prior to the effective
date of termination and for all portions of materials,supplies, services, and facility orders which cannot
be canceled and were placed prior to the effective date of termination and other reasonable costs
associated with the termination. Notwithstanding the preceding, under no circumstances shall the City be
liable to the Contractor for lost profits or overhead for work, materials, or services not performed or
delivered to the City.All other termination provisions in the Contract shall remain applicable.
G. Chanaes to Contract. Changes to the Contract terms and conditions which are within the scope of the
Contract. reasonable for completion of the contract scope, allowable under FEMA regulations, and
mutually agreed, may be made part of the Contract by written amendment duly executed by City and
Contractor.
H. Faual Employment Opportunity
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because
of race,color, religion,sex,sexual orientation, gender identity, or national origin. The contractor
will take affirmative action to ensure that applicants are employed and that employees are
treated during employment without regard to their race, color, religion, sex, sexual orientation,
gender identity, or national origin. Such action shall include, but not be limited to the following:
Employment. upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship.The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor,state that all qualified applicants will receive consideration for employment without
regard to race,color, religion,sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant
This provision shall not apply to instances in which an employee who has access to the
compensation information of other employees or applicants as a part of such employee's
essential job functions discloses the compensation of such other employees or applicants to
individuals who do not otherwise have access to such information, unless such disclosure is in
response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing,
or action, including an investigation conducted by the employer, or is consistent with the
contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the contractor's commitments under
this section, and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, his contract may be canceled,
terminated, or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule,regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph(1)and the
provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted
by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of
Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any subcontract or
purchase order as the administering agency may direct as a means of enforcing such provisions,
including sanctions for noncompliance: Provided, however, that in the event a contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency, the contractor may request the United States to enter into
such litigation to protect the interests of the United States. The applicant further agrees that it will
be bound by the above equal opportunity clause with respect to its own employment practices when
it participates in federally assisted construction work: Provided, if the applicant so participating is
a State or local government, the above equal opportunity clause is not applicable to any agency,
instrumentality or subdivision of such government which does not participate in work on or under
the contract. The applicant agrees that it will assist and cooperate actively with the administering
agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors
with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of
Labor, that it will furnish the administering agency and the Secretary of Labor such information as
they may require for the supervision of such compliance. and that it will otherwise assist the
administering agency in the discharge of the agency's primary responsibility for securing
compliance. The applicant further agrees that it will refrain from entering into any contract or
contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor
debarred from, or who has not demonstrated eligibility for, Government contracts and federally
assisted construction contracts pursuant to the Executive Order and will carry out such sanctions
and penalties for violation of the equal opportunity clause as may be imposed upon contractors and
subcontractors by the administering agency or the Secretary of Labor pursuant to Part 11, Subpart
D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with
these undertakings, the administering agency may take any or all of the following actions: Cancel.
terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain
from extending any further assistance to the applicant under the program with respect to which the
failure or refund occurred until satisfactory assurance of future compliance has been received from
such applicant; and refer the case to the Department of Justice for appropriate legal proceedings
Civil Rights
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) Au.,In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) Disabilities. In accordance with section 102 of the Americans with Disabilities Act,as amended,
42 U.S.C.§12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to
employment
of persons with disabilities, and which prohibits discrimination in the areas of
employment, public accommodations, transportation, telecommunications and government
services,
J. Davis Bacon Act and Copeland Anti-Kickback Act
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act--40 USC s. 3145). In situations where the Davis-Bacon Act does not
apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if aoplicablel
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29C.F.R. pt.5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to pay wages to laborers and mechanics at a rate not less than the
prevailing wages specified in a wage determination made by the Secretary of Labor.
(3) The Contractors will pay wages not less than once a week.
Compliance with Copeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into
this contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also
a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.
The prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach. A breach of the contract clauses above may be grounds for termination of the contract,
and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
K. Contract Work Hours and Safety Standards Act
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics
or laborers; 29 CFR Part 5; 2 CFR Part 22,Appendix JI, E)
(1)Overtime requirements. No contractor or subcontractor contracting for any part of the contract
work which may require or involve the employment of laborers or mechanics shall require or
permit any such laborer or mechanic in any workweek in which he or she is employed on such
work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for
all hours worked in excess of forty hours in such workweek. U. S. Department of Homeland
Security Headquarters 500 C St SW Washington, D.C. 20042.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the
clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor
responsible therefor shall be liable for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States (in the case of work done under contract for
the District of Columbia or territory, to such District or to such territory), for liquidated damages.
Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards, employed in violation of the clause set forth in paragraph(b)(1)
of this section, in the sum of$27 for each calendar day on which such individual was required
or permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The(write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an
authorized representative of the Department of Labor withhold or cause to be withheld, from
any moneys payable on account of work performed by the contractor or subcontractor under
any such contract or any other Federal contract with the same prime contractor, or any other
federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which
is held by the same prime contractor, such sums as may be determined to be necessary to
satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated
damages as provided in the clause set forth in paragraph (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph(b)(1)through(4)of this section and also a clause requiring the subcontractors
to include these clauses in any lower tier subcontracts.The prime contractor shall be responsible
for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (b)(1)through (4) of this section.
L. Rights to Inventions Made Under a Contract or Agreement
(Applicable if FEMA award meets the definition of"funding agreement' under 37 C.F.R. §401.2(a)
and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program,and
Federal Assistance to Individuals and Households - Other Needs Assistance Grant Program. 37
CFR Part 401; 2 CFR Part 200,. Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
M. Clean Air Act and the Federal Water Pollution Control Act
(Applicable to Contracts in Excess of$150,000)
Clean Air Act
(1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State, Federal
Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
Federal Water Pollution Control Act
(1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State, Federal
Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
N. Certification Regarding Debarment. Suspension. Ineligibility and Voluntary Exclusion
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order
12689, 2 CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out
below.
b. The inability of a person to provide the certification set out below will not
necessarily result in denial of participation in this covered transaction. The
Contractor shall submit an explanation of why it cannot provide the certification
set out below. The certification or explanation will be considered in connection
with the department or agency's determination whether to enter into this
transaction. However, failure of the Contractor to furnish a certification or an
explanation shall disqualify such a person from participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or
agency to whom this proposal is submitted if any time the prospective primary
participant learns that its certification was erroneous when submitted or has
become erroneous by reason of changed circumstances.
d. This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2
C.F.R. pt. 3000. As such the Contractor is required to verify that none of the
Contractor, its principals(defined at 2 C.F.R. § 180.995), or its affiliates(defined at
2 C.F.R. § 180.905)are excluded(defined at2 C.F.R. § 180.940)or disqualified
(defined at 2 C.F.R. § 180.935).
e. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C and must include a requirement to comply with these regulations
in any lower tier covered transaction it enters into.
f. This certification is a material representation of fact relied upon by the City. If it is
later determined that the Contractor did not comply with 2 C.F.R. pt 180,subpart
C and 2 C.F.R.pt. 3000, subpart C, in addition to remedies available to the State,
and the City,the Federal Government may pursue available remedies, including
but not limited to suspension and/or debarment.
g. The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180,subpart
C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the
period of the Contract. The Contractor further agrees to include a provision
requiring such compliance in its lower tier covered transactions.
0. Certification Regarding Use of Contract Funds for Lobbying - Byrd Anti-Lobbvinq
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicableto contracts in excess of$100,000. 2 CFR Part
200,Appendix II)
Contractors with contracts of$100,000 or more shall file the required certification.Each tier certifies
to the tier above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in
connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. §
1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to
the City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum, to the best of his or her knowledge and
belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any Federal agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the
awarding of any Federal contract, the making of any Federal grant, the making of
any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal
contract, grant, loan, or cooperative agreement.
b. If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any Federal agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement,the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its
instructions.
c. This certification is a material representation of the fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by 31 U.S.C. 1352.Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000,
and that all such recipients shall certify and disclose accordingly.
e. The Contractor, certifies or affirms the truthfulness and accuracy of each
statement of its certification and disclosure, if any. In addition, the Contractor
understands and agrees that the provisions of 31 U.S.C. Chap. 38,
Administrative Remedies for False Claims and Statements, apply to this
certification and disclosure, if any.
P. Procurement of Recovered Materials
(Applicable to all FEMA contracts,42 USC s.6962;2 CFR Part 200,Appendix II, K;2 CFR s. 200.322)
(1) In the performance of this Contract, the Contractor shall make maximum use of products
containing recovered materials that are EPA-designated items unless the product cannot be
acquired-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items. is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qov/smmlcomprehensiveprocurement-guideline-cpg-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of
the Solid Waste Disposal Act."
Q. Compliance with Federal Law. Reaulations. and Executive Orders
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, including but not limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Compliance with State and Federal Reporting Reauirements. The contractor and its
subcontractors shall comply with and the Contract is subject to the requirements and regulations of
the Federal Emergency Management Agency and the State of Florida Division of Emergency
Management pertaining to reporting.
S. Jmmiaration and Naturalization Act.
(Applicable to all FEMA contracts}
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC
§1324a(e} [§274A(a)(1) and (e)] of the Immigration and Nationality Act] and such employment of
unauthorized aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. indemnity of Funding Entities.
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration), and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses, fees,
fines, penalties, suits, proceedings, actions and cost of actions, including
attorneys' fees for trial and appeal, and for the preparation of same arising out of Contractor's, its
officers, agents, employees, and subcontractors'acts or omissions associated with this Contract.
U. Performance and Payment Bonds.
(Applicable to all FEMA Construction Contracts}
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond. executed by a surety
company authorized to do business in the State of Florida, in the amount of the estimated contract
value,which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials, and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Supplies,
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for
public use under this Contract have been produced in the United States as required by 41 USC
§10a, unless it would not be in the public interest or unreasonable in cost.
W. Access to Records
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
(1) The Contractor agrees to provide the City, State, FEMA, the Comptroller General of the
United States or any of their authorized representatives access to any books, documents,
papers and records of the Contractor which are directly pertinent to the contract for the
purposes of making audits, examinations, excerpts and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Contractor agrees to provide the FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under
the Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract,except in the event of litigation or settlement of claims arising from
the performance of the Contract, in which case Contractor agrees to maintain same until the
City, the State, FEMA, the Comptroller General, or any of their duly authorized
representatives, have disposed of all such litigation, appeals, claims or exceptions related
thereto.
(5) In compliance with the Disaster Recovery Act of 2018, the City and the Contractor
acknowledge and agree that no language in this contract is intended to prohibit audits or
internal reviews by the FEMA Administrator or the Comptroller General of the United States.
X. OHS Seal. Loao and Flaas
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses
of OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Related Acts
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap.38(Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. No Obliaation by the Federal Government
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the contract
AA. Subcontracts, (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing
the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City
as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance
companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE: An
insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)
The following is a list of types of insurance required of consultants, lessees, etc., and the limits required by the City:
(NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance,or
to raise or lower the stated limits, based upon identified risk.)
TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED
General Liability General Aggregate $ 1,000,000.00
Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00
Owners&Consultant's Protective(OCP) Personal&Adv.Injury $1,000,000.00
Liquor Liability Each Occurrence $1,000,000.00
Professional Liability Fire Damage(any one fire) $ 50,000.00
Employees&Officers Med. Expense(any one person) $ 5,000.00
Pollution Liability
Asbestos Abatement
Lead Abatement
Broad Form Vendors
Premises Operations
Underground Explosion&Collapse
Products Completed Operations
Contractual
Independent Consultants
Broad Form Property Damage
Fire Legal Liability
Automobile Liability Combined Single Limit $ 300,000.00
Any Auto Bodily Injury(per person) to be determined
All Owned Autos Bodily Injury(per accident) to be determined
Scheduled Autos Property Damage to be determined
Hired Autos Trailer Interchange $ 50,000.00
Non-Owned Autos
PIP Basic
Intermodal
Garage Liability Auto Only,Each Accident $ 1,000,000.00
Any Auto Other Than Auto Only $ 100,000.00
Garage Keepers Liability Each Accident $ 1,000,000.00
Aggregate $ 1,000,000.00
Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 100,000.00
Disease,Policy Limit $ 500,000.00
Disease Each Employee $ 100,000.00
Property
Homeowners Revocable Permit $ 300,000.00
Builder's Risk Limits based on Project Cost
Other- As Risk Identified to be determined
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND VENDOR
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City", and SBL Freightliner LLC, hereinafter referred to as "Vendor", in consideration of
the mutual benefits, terms, and conditions hereinafter specified.
1. PROJECT DESIGNATION. The Vendor is retained by the City to provide parts and service
for the City's fleet of medium/large vehicles and equipment.
2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A"
Scope of Services attached hereto and incorporated herein by reference, including the
provision of all labor, materials, equipment and supplies. No modifications will be made to the
original scope of work without the written approval of the City Manager or his designee. The
terms and conditions of Bid No. WH24-077 and Vendor's bid are expressly incorporated into
this Agreement by reference. Any conflict or discrepancy between the terms of this
Agreement, Bid No. WH24-077, and Vendor's bid, shall be resolved pursuant to the following
order of precedence (1) this Agreement, (2) Bid No. WH24-077; and 3. Vendor's bid.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving
of written notice by the City to the Vendor to proceed. Vendor shall perform all services and
provide all work product required pursuant to this Agreement.
4. TERM. The initial term of the contract shall be for five (5) years effective upon date the
contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in
consultation with the Finance Director may extend the agreement at the same terms, and
conditions, for three (3) one-year renewals (exercised separately) subject to vendor
acceptance, satisfactory performance as determined by the Purchasing Manager, and
determination by the Purchasing Manager that renewal will be in the best interest of the City.
Prices shall remain firm for the first 12-months of the Agreement. Annually thereafter, Vendor
may request a price increase subject to the City's approval. Any requested price adjustment
shall be fully documented and submitted to the City for consideration at least 60 calendar
days prior to the respective term anniversary date. An increase in cost of less than 2% for
each extension may be approved by the City administration and does not require Commission
approval. The price increase percentage change shall not exceed the previous 1-year's
percentage change of the Consumer Price Index for All Urban Consumers (CPI-U) published
by the U.S. Department of Labor's Bureau of Labor Statistics. Any approved price
adjustments shall become effective on the beginning date of the approved bid extension.
Such renewals are only effective and valid if in writing and executed by each parties'
authorized representative.
5. PAYMENT. The Vendor shall be paid by the City for completed work and for services
rendered under this Agreement in accordance with Exhibit "B" Schedule of Prices attached
hereto and incorporated herein by reference, as follows:
a. The annual amount not to exceed $700,000.00 for a total contract amount not to exceed
$3,500,000.00 over the total term of the Agreement, inclusive of all renewals.
b. Payment for the work provided by Vendor shall be made promptly on all invoices submitted
to the City properly, provided that the total amount of payment to Vendor shall not exceed the
total contract price without express written modification of the Agreement signed by the City
Manager or designee, and approved by the City Commission as required.
c. The Vendor may submit invoices to the City once per month during the progress of the
work for partial payment. Such invoices will be checked by the City, and upon approval
thereof, payment will be made to the Vendor in the amount approved.
d. Final payment of any balance due the Vendor 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 Agreement and its acceptance by the City.
e. 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.
f. The Vendor's records and accounts pertaining to this Agreement are to be kept available
for inspection by representatives of the City and State for a period of three (3) years after the
termination of the Agreement. Copies shall be made available upon request.
g. All payments shall be governed by the Local Government Prompt Payment Act, as set
forth in Part VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Vendor 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 Vendor shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
Vendor's endeavors.
7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida and City of Boynton
Beach, ordinances and regulations that are applicable to the services to be rendered under
this agreement.
8. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its officers,
agents, and employees, from and against any and all claims, losses, liability, damages, or
any portion thereof, including attorney fees and costs, which the City or its officers,
employees, or agents may incur as a result of claims, demands, suits, causes of actions or
proceedings of any kind or nature arising out of, relating to and resulting from the performance
of this Agreement by the Vendor, its employees, agents, partners, principals or
subcontractors. 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 parties understand and agree that the
covenants and representations relating to this indemnification provision shall survive the term
of this Agreement and continue in full force and effect as to the party's responsibility to
indemnify.
Nothing contained herein is intended nor shall be construed to waive City's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
9. INSURANCE. During the performance of the Work under this Agreement, Vendor shall
maintain the following insurance policies, and provide originals or certified copies of all
policies to City's Risk Management. All polices shall be written by an insurance company
authorized to do business in Florida. Vendor shall be required to obtain all applicable
insurance coverage, as indicated below, prior to commencing any Work pursuant to this
Agreement:
i. Worker's Compensation Insurance: The Vendor shall procure and maintain for the life of
this Agreement, Worker's Compensation Insurance covering all employees with limits
meeting all applicable state and federal laws. This coverage shall include Employer's Liability
with limits meeting all applicable state and federal laws. This coverage must extend to any
subcontractor that does not have their own Worker's Compensation and Employer's Liability
Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton
Beach, executed by the insurance company.
ii. Comprehensive General Liability: The Vendor shall procure and maintain for the life of
this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an
"Occurrence" basis. Coverage shall include Premises and Operations; Independent
consultants, Products-Completed Operations and Contractual Liability with specific reference
to Article 8, "Indemnification" of this Agreement. This policy shall provide coverage for death,
personal injury, or property damage that could arise directly or indirectly from the performance
of this Agreement. Vendor shall maintain a minimum coverage of$1,000,000 per occurrence
and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for
property damage.
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.
10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor 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 Vendor nor any employee of Vendor 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 Vendor, or any employee of
Vendor.
11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he 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 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 Vendor 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.
12. DISCRIMINATION PROHIBITED. The Vendor, 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.
13. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
14. 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.
15. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the City for
convenience, upon fourteen (14) business days of written notice by the City to the
Vendor in which event the Vendor shall be paid its compensation for services
performed through the termination date, including services reasonably related to
termination. In the event that the Vendor abandons this Agreement or causes it to be
terminated, the Vendor shall indemnify the City against loss pertaining to this
termination.
b. Termination for Cause. This Agreement may be terminated for cause by the
aggrieved party if the party in breach has not corrected the breach within thirty (30)
calendar days after receipt of written notice from the aggrieved party identifying the
breach. This Agreement may be terminated for cause by City for reasons including,
but not limited to, Vendor's failure to suitably or continuously perform the services in
a manner calculated to meet or accomplish the objectives in this Agreement, or
repeated submission (whether negligent or intentional) for payment of false or
incorrect bills or invoices.
c. In the event of the death of a member, partner, or officer of the Vendor, or any of its
supervisory personnel assigned to the project, the surviving members of the Vendor
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 Vendor and the City, if the City so chooses.
d. Notice of termination shall be provided in accordance with the"Notices" section of this
Agreement.
e. In addition to any termination rights stated in this Agreement, City shall be entitled to
seek any and all available contractual or other remedies available at law or in equity
including recovery of costs incurred by City due to Vendor's failure to comply with any
term(s) of this Agreement.
16. 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 exclusively in Palm Beach County, Florida. This Agreement shall be
construed under Florida Law.
17.. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
Dan Dugger, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Notices to Vendor shall be sent to the following address:
18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Vendor 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 Vendor.
19. 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 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
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 STATUES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
Maylee DeJesus, CITY CLERK
100 E OCEAN AVE.
BOYNTON BEACH, FLORIDA, 33435
561-742-6061
DEJESUSM@BBFL.US
20. SCRUTINIZED COMPANIES — 287.135 AND 215.473
By execution of this Agreement, Contractor certifies that Contractor is not participating in a
boycott of Israel. 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 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.
21. 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.
22. UNCONTROLLABLE FORCES.
A. Neither the City nor Vendor shall be considered to be in default of this Agreement if delays
in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the
exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic,war, riot, civil disturbance, sabotage, and governmental
actions.
B. Neither party shall, however, be excused from performance if non-performance is due to
forces which are preventable, removable, or remediable, and which the non-performing party
could have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the other
party describing the circumstances and uncontrollable forces preventing continued performance
of the obligations of this Agreement.
23. E-VERIFY. Vendor is used interchangeably with Contractor throughout this Section. Vendor
certifies that it is aware of and complies with the requirements of Section 448.095, Florida
Statutes, as may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such
employer in exchange for salary, wages, or other remuneration. "Contractor" includes,
but is not limited to, a vendor or consultant.
ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for salary, wages, or other
remuneration.
iii. "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.
B. 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:
I. All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract;
ii. 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
iii. 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. MISCELLANEOUS.
A. No assignment by a party hereto of any rights under or interests in this Agreement will be
binding on another party hereto without the written consent of the party sought to be
bound; and specifically but without limitation, money that may become due and money
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 this Agreement.
B. 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 this
Agreement.
C. 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.
D. 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.
E. 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.
F. Public Entity Crimes Act: Vendor represents that it is familiar with the requirements and
prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. Vendor further
represents that there has been no determination that it committed a "public entity crime"
as defined by Section 287.133, Florida Statutes, and that it has not been formally charged
with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether Vendor has been placed on the convicted vendor list.
G. Anti-Human Trafficking: On or before the Effective Date of the Agreement, Vendor shall
provide City with an affidavit attesting that the Vendor does not use coercion for labor or
services, in accordance with Section 787.06(13), Florida Statutes.
H. Sovereign Immunity: Nothing contained herein is intended to serve as a waiver of
sovereign immunity by the City or as a waiver of limits of liability or rights the City may
have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.
I. Countries of Concern: Vendor represents that it is, and for the duration of the Term will
remain, in compliance with Section 286.101, Florida Statutes.
J. Services Provided in Response to Natural Disaster / Emergency. Vendor provides
services that the City may require in the event of a hurricane or other disaster. Vendor
acknowledges and agrees that in such event, the City may apply to the State of Florida
or the federal government for funds which will be used to pay Vendor or reimburse the
City for payments made to Vendor. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Vendor desires to be eligible to be awarded
disaster work and be compensated through federal funds.The City and Vendor agree that
with respect to any services or work performed or provided by Vendor or its
subcontractors under the Agreement arising or related to a disaster event, the provisions
set forth in the FEMA Addendum (the"FEMA Requirements"), a copy of which is attached
hereto and incorporated herein byreference, shall apply. The FEMA Requirements shall
p eq
only modify this Agreement upon the provision by Vendor of work or services required as
a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In
the event of a conflict between the terms of the Agreement and the FEMA Requirements,
the FEMA Requirements shall govern and prevail
K. 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 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. This Agreement may be amended only by
written instrument signed by both City and Vendor.
(Signatures on Following Page)
DATED this day of , 20
CITY OF BOYNTON BEACH
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a, Mayor
Approved as to Form:
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EXHIBIT A
SCOPE OF SERVICES
Vendor will provide parts and service for medium/large heavy-duty truck and equipment on an
as-needed basis for the City of Boynton Beach, Florida. Specific items will be selected and
ordered via purchase order.
EXHIBIT B
SCHEDULE OF PRICES
Parts
Freightliner— 15% Discount
Service
Case - $175.00 hourly rate
Exhibit C
FEMA Requirements
FEMA REQUIREMENTS
The FEMA Requirements shall only modify the Contract upon the provision by the Contractor of
wads or services required as a result of a disaster.
The term"Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract"as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed
or provided by Contractor or its subcontractors under the Contract arising or related to a disaster event,the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA
Requirements") shall apply. The FEMA Requirements shall only modify the Contract upon the
provision by Contractor of work or services required as a result of a disaster.The terms and conditions
of the Contract and the FEMA Requirements should be read to operate in concert, except where directly
in conflict. In the event of a conflict between the terms of the Contract and the FEMA Requirements, the
FEMA Requirements shall govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The
federal funds appropriated by the Federal Emergency Management Agency (FEMA) will be
administered through the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other
provisions of the Contract, the FEMA Requirements will govern and prevail. Only FEMA
provisions applicable to the Contract shall apply.
C. payment, Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies
(1) )_.eoal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other
legal or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any
provision of this article.The City shall recover its court costs and reasonable attorneys'fees in any
legal proceedings commenced to enforce the contract.
(2) Additional Remedies, In addition to any other remedies provided for in the contract or to which the
City may be entitled at law or in equity, in the event of a breach or violation of the Contract by the
Contractor, the Contractor shall be subject to debarment or suspension from consideration for the
award of additional contracts from the City, including but not limited to contracts related to disaster
relief or recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City. The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article
by any other legal means.
E. Termination for Causes The City shall have the right to terminate the Contract for cause, in the event
of a breach of the contract terms,upon five(5)-calendar days written notice to Contractor. In the event
of termination,the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City
shall be liable for the payment of all portions of materials,supplies, services, and facility orders which
cannot be canceled and were placed prior to the effective date of termination and other reasonable costs
associated with the termination. Notwithstanding the preceding, under no circumstances shall the City
be liable to the Contractor for lost profits or overhead for work, materials,or services not performed or
delivered to the City. All other termination provisions in the Contract shall remain applicable.
F. Termination for Convenience. The City may terminate this Contract at its convenience with or
without cause upon written notice of termination to the Contractor. In the event of such a termination
by the City,the City shall be liable for the payment of all Work properly performed prior to the effective
date of termination and for all portions of materials,supplies,services,and facility orders which cannot
be canceled and were placed prior to the effective date of termination and other reasonable costs
associated with the termination. Notwithstanding the preceding, under no circumstances shall the City be
liable to the Contractor for lost profits or overhead for work, materials, or services not performed or
delivered to the City.All other termination provisions in the Contract shall remain applicable.
G. Chances to Contract,, Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations, and
mutually agreed, may be made part of the Contract by written amendment duly executed by City and
Contractor.
H. Fcual Employment O000rtunity
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because
of race,color, religion,sex,sexual orientation,gender identity,or national origin.The contractor
will take affirmative action to ensure that applicants are employed and that employees are
treated during employment without regard to their race, color, religion, sex, sexual orientation,
gender identity, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship.The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will,in all solicitations or advertisements for employees placed by or on behalf of
the contractor,state that all qualified applicants will receive consideration for employment without
regard to race,color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant.
This provision shall not apply to instances in which an employee who has access to the
compensation information of other employees or applicants as a part of such employee's
essential job functions discloses the compensation of such other employees or applicants to
individuals who do not otherwise have access to such information, unless such disclosure is in
response to a formal complaint or charge, in furtherance of an investigation,proceeding, hearing,
or action, including an investigation conducted by the employer, or is consistent with the
contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the contractor's commitments under
this section, and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules,regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations,and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, his contract may be canceled,
terminated, or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule,regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph(1)and the
provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted
by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of
Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any subcontract or
purchase order as the administering agency may direct as a means of enforcing such provisions,
including sanctions for noncompliance: Provided,however,that in the event a contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency, the contractor may request the United States to enter into
such litigation to protect the interests of the United States. The applicant further agrees that it will
be bound by the above equal opportunity clause with respect to its own employment practices when
it participates in federally assisted construction work: Provided, if the applicant so participating is
a State or local government, the above equal opportunity clause is not applicable to any agency,
instrumentality or subdivision of such government which does not participate in work on or under
the contract. The applicant agrees that it will assist and cooperate actively with the administering
agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors
with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of
Labor, that it will furnish the administering agency and the Secretary of Labor such information as
they may require for the supervision of such compliance, and that it will otherwise assist the
administering agency in the discharge of the agency's primary responsibility for securing
compliance. The applicant further agrees that it will refrain from entering into any contract or
contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor
debarred from, or who has not demonstrated eligibility for, Government contracts and federally
assisted construction contracts pursuant to the Executive Order and will carry out such sanctions
and penalties for violation of the equal opportunity clause as may be imposed upon contractors and
subcontractors by the administering agency or the Secretary of Labor pursuant to Part 11, Subpart
D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with
these undertakings, the administering agency may take any or all of the following actions: Cancel,
terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain
from extending any further assistance to the applicant under the program with respect to which the
failure or refund occurred until satisfactory assurance of future compliance has been received from
such applicant; and refer the case to the Department of Justice for appropriate legal proceedings
Civil Rights
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) Aae.In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) Disabilities, In accordance with section 102 of the Americans with Disabilities Act,as amended,
42 U.S.C. §12112,the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to
employment of persons with disabilities, and which prohibits discrimination in the areas of
em ployment, public accommodations, transportation, telecommunications and government
services.
J. Davis Bacon Act and Copeland Anti-Kickback Act
1
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II;
Copeland Anti-Kickback Act--40 USC s. 3145). In situations where the Davis-Bacon Act does not
apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if apolicablel
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29C.F.R. pt.5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to pay wages to laborers and mechanics at a rate not less than the
prevailing wages specified in a wage determination made by the Secretary of Labor.
(3) The Contractors will pay wages not less than once a week.
Compliance with Copeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt.3 as may be applicable, which are incorporated by reference into
this contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also
a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.
The prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach. A breach of the contract clauses above may be grounds for termination of the contract,
and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12.
K. Contract Work Hours and Safety Standards Act
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics
or laborers; 29 CFR Part 5; 2 CFR Part 22,Appendix JI, E)
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract
work which may require or involve the employment of laborers or mechanics shall require or
permit any such laborer or mechanic in any workweek in which he or she is employed on such
work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for
all hours worked in excess of forty hours in such workweek. U. S. Department of Homeland
Security Headquarters 500 C St SW Washington, D.C. 20042.
liquidated damages. In the event of any Violation; liability for unpaid wages; q g violation of the
clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor
responsible therefor shall be liable for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States (in the case of work done under contract for
the District of Columbia or territory, to such District or to such territory), for liquidated damages.
Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards,employed in violation of the clause set forth in paragraph(b)(1)
of this section, in the sum of$27 for each calendar day on which such individual was required
or permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an
authorized representative of the Department of Labor withhold or cause to be withheld, from
any moneys payable on account of work performed by the contractor or subcontractor under
any such contract or any other Federal contract with the same prime contractor,or any other
federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which
is held by the same prime contractor, such sums as may be determined to be necessary to
satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated
damages as provided in the clause set forth in paragraph (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph(b)(1)through(4)of this section and also a clause requiring the subcontractors
to include these clauses in any lower tier subcontracts.The prime contractor shall be responsible
for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (b)(1)through (4) of this section.
L. Rights to Inventions Made Under a Contract or Aareement
(Applicable if FEMA award meets the definition of"funding agreement"under 37 C.F.R. §401.2(a)
and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program,Disaster Case Management Grant Program,and
Federal Assistance to Individuals and Households - Other Needs Assistance Grant Program. 37
CFR Part 401; 2 CFR Part 200, Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
M. Clean Air Act and the Federal Water Pollution Control Act
(Applicable to Contracts in Excess of$150,000)
Clean Air Act
(1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State, Federal
Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
Federal Water Pollution Control Act
(1) The Contractor agrees to comply with all applicable standards, orders,or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State, Federal
Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
N. Certification Rewarding Debarment. Suspension. Ineligibility and Voluntary Exclusion
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order
12689, 2 CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out
below.
b. The inability of a person to provide the certification set out below will not
necessarily result in denial of participation in this covered transaction. The
Contractor shall submit an explanation of why it cannot provide the certification
set out below. The certification or explanation will be considered in connection
with the department or agency's determination whether to enter into this
transaction. However, failure of the Contractor to furnish a certification or an
explanation shall disqualify such a person from participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or
agency to whom this proposal is submitted if any time the prospective primary
participant learns that its certification was erroneous when submitted or has
become erroneous by reason of changed circumstances.
d. This Contract is a covered transaction for purposes of 2 C.F.R.pt. 180 and 2
C.F.R. pt. 3000. As such the Contractor is required to verify that none of the
Contractor, its principals(defined at 2 C.F.R.§ 180.995),or its affiliates(defined at
2 C.F.R. § 180.905)are excluded(defined at 2 C.F.R. § 180.940)or disqualified
(defined at 2 C.F.R. § 180.935).
e. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C and must include a requirement to comply with these regulations
in any lower tier covered transaction it enters into.
f. This certification is a material representation of fact relied upon by the City. If it is
later determined that the Contractor did not comply with 2 C.F.R. pt. 180,subpart
C and 2 C.F.R.pt. 3000,subpart C, in addition to remedies available to the State,
and the City,the Federal Government may pursue available remedies, including
but not limited to suspension and/or debarment.
g. The Contractor agrees to comply with the requirements of 2 C.F.R.pt. 180,subpart
C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the
period of the Contract. The Contractor further agrees to include a provision
requiring such compliance in its lower tier covered transactions.
0. Certification Reaardina Use of Contract Funds for Lobbvina - surd Anti-Lobbying
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicableto contracts in excess of$100,000. 2 CFR Part
200, Appendix II)
Contractors with contracts of$100,000 or more shall file the required certification.Each tier certifies
to the tier above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in
connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. §
1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to
the City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum, to the best of his or her knowledge and
belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any Federal agency,a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the
awarding of any Federal contract, the making of any Federal grant, the making of
any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal
contract,grant, loan, or cooperative agreement.
b. If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any Federal agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement,the undersigned shall complete and submit
Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its
instructions.
c. This certification is a material representation of the fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by 31 U.S.C. 1352.Any person who fails to file the required certification shall be
subject to a civil penalty of not less than$10,000 and not more than $100,000 for
each such failure.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000,
and that all such recipients shall certify and disclose accordingly.
e. The Contractor, certifies or affirms the truthfulness and accuracy of each
statement of its certification and disclosure, if any. In addition, the Contractor
understands and agrees that the provisions of 31 U.S.C. Chap. 38,
Administrative Remedies for False Claims and Statements, apply to this
certification and disclosure, if any.
P. Procurement of Recovered Materials
(Applicable to all FEMA contracts,42 USC s.6962;2 CFR Part 200,Appendix II, K;2 CFR s.200.322)
(1) In the performance of this Contract, the Contractor shall make maximum use of products
containing recovered materials that are EPA-designated items unless the product cannot be
acquired-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items, is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qov/smm/comprehensiveprocurement-quideline-cog-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of
the Solid Waste Disposal Act."
Q. Comoliance with Federal Law.Reaulations. and Executive Orders
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, including but not limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Compliance with State and Federal Reporting Reauirements. The contractor and its
subcontractors shall comply with and the Contract is subject to the requirements and regulations of
the Federal Emergency Management Agency and the State of Florida Division of Emergency
Management pertaining to reporting.
S. Jmmiaration and Naturalization Act
(Applicable to all FEMA contracts)
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC
§1324a(e) [§274A(a)(1) and (e)] of the Immigration and Nationality Act] and such employment of
unauthorized aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. Jndemnity of Fundina Entities,
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration), and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses, fees,
fines, penalties,suits, proceedings,actions and cost of actions, including
attorneys' fees for trial and appeal, and for the preparation of same arising out of Contractor's, its
officers, agents, employees, and subcontractors'acts or omissions associated with this Contract.
U. performance and Payment Bonds,
(Applicable to all FEMA Construction Contracts)
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond,executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value,which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials,and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Suoolies,
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for
public use under this Contract have been produced in the United States as required by 41 USC
§10a, unless it would not be in the public interest or unreasonable in cost.
W. Access to Records
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
(1) The Contractor agrees to provide the City, State, FEMA, the Comptroller General of the
United States or any of their authorized representatives access to any books, documents,
papers and records of the Contractor which are directly pertinent to the contract for the
purposes of making audits, examinations, excerpts and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Contractor agrees to provide the FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under
the Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract, except in the event of litigation or settlement of claims arising from
the performance of the Contract, in which case Contractor agrees to maintain same until the
City, the State, FEMA, the Comptroller General, or any of their duly authorized
representatives, have disposed of all such litigation, appeals, claims or exceptions related
thereto.
(5) In compliance with the Disaster Recovery Act of 2018, the City and the Contractor
acknowledge and agree that no language in this contract is intended to prohibit audits or
internal reviews by the FEMA Administrator or the Comptroller General of the United States.
X. DHS Seal. Loao and Flaas
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses
of OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Related Acts
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap.38(Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. No Obligation by the Federal Government
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the contract.
M. Subcontracts, (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing
the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City
as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance
companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE: An
insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)
The following is a list of types of insurance required of consultants, lessees, etc., and the limits required by the City:
(NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance,or
to raise or lower the stated limits, based upon identified risk.)
TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED
General Liability General Aggregate $1,000,000.00
Commercial General Liability Products-Comp/Op Agg. $1,000,000.00
Owners&Consultant's Protective(OCP) Personal&Adv.Injury $1,000,000.00
Liquor Liability Each Occurrence $1,000,000.00
Professional Liability Fire Damage(any one fire) $ 50,000.00
Employees&Officers Med.Expense(any one person) $ 5,000.00
Pollution Liability
Asbestos Abatement
Lead Abatement
Broad Form Vendors
Premises Operations
Underground Explosion&Collapse
Products Completed Operations
Contractual
Independent Consultants
Broad Form Property Damage
Fire Legal Liability
Automobile Liability Combined Single Limit $ 300,000.00
Any Auto Bodily Injury(per person) to be determined
All Owned Autos Bodily Injury(per accident) to be determined
Scheduled Autos Property Damage to be determined
Hired Autos Trailer Interchange $ 50,000.00
Non-Owned Autos
PIP Basic
Intermodal
Garage Liability Auto Only,Each Accident $1,000,000.00
Any Auto Other Than Auto Only $ 100,000.00
Garage Keepers Liability Each Accident $1,000,000.00
Aggregate $1,000,000.00
Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 100,000.00
Disease,Policy Limit $ 500,000.00
Disease Each Employee $ 100,000.00
Property
Homeowners Revocable Permit $ 300,000.00
Builder's Risk Limits based on Project Cost
Other- As Risk Identified to be determined
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND VENDOR
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City", and KVP Enterprises Inc DBA Expert Diesel, hereinafter
in consideration of the mutual benefits, terms, and conditions hereinafter specified. as "Vendor",
1. PROJECT DESIGNATION. The Vendor is retained by the City to provide parts and service
for the City's fleet of medium/large vehicles and equipment.
2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A"
Scope of Services attached hereto and incorporated herein by reference, including the
provision of all labor, materials, equipment and supplies. No modifications will be made to the
original scope of work without the written approval of the City Manager or his designee. The
terms and conditions of Bid No. WH24-077 and Vendor's bid are expressly incorporated into
this Agreement by reference. Any conflict or discrepancy between the terms of this
Agreement, Bid No. WH24-077, and Vendor's bid, shall be resolved pursuant to the following
order of precedence (1) this Agreement, (2) Bid No. WH24-077; and 3. Vendor's bid.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving
of written notice by the City to the Vendor to proceed. Vendor shall perform all services and
provide all work product required pursuant to this Agreement.
4. TERM. The initial term of the contract shall be for five (5) years effective upon date the
contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in
consultation with the Finance Director may extend the agreement at the same terms, and
conditions, for three (3) one-year renewals (exercised separately) subject to vendor
acceptance, satisfactory performance as determined by the Purchasing Manager, and
determination by the Purchasing Manager that renewal will be in the best interest of the City.
Prices shall remain firm for the first 12-months of the Agreement. Annually thereafter, Vendor
may request a price increase subject to the City's approval. Any requested price adjustment
shall be fully documented and submitted to the City for consideration at least 60 calendar
days prior to the respective term anniversary date. An increase in cost of less than 2% for
each extension may be approved by the City administration and does not require Commission
approval. The price increase percentage change shall not exceed the previous 1-year's
percentage change of the Consumer Price Index for All Urban Consumers (CPI-U) published
by the U.S. Department of Labor's Bureau of Labor Statistics. Any approved price
adjustments shall become effective on the beginning date of the approved bid extension.
Such renewals are only effective and valid if in writing and executed by each parties'
authorized representative.
5. PAYMENT. The Vendor shall be paid by the City for completed work and for services
rendered under this Agreement in accordance with Exhibit "B" Schedule of Prices attached
hereto and incorporated herein by reference, as follows:
a. The annual amount not to exceed $700,000.00 for a total contract amount not to exceed
$3,500,000.00 over the total term of the Agreement, inclusive of all renewals.
b. Payment for the work provided by Vendor shall be made promptly on all invoices submitted
to the City properly, provided that the total amount of payment to Vendor shall not exceed the
total contract price without express written modification of the Agreement signed by the City
Manager or designee, and approved by the City Commission as required.
c. The Vendor may submit invoices to the City once per month during the progress of the
work for partial payment. Such invoices will be checked by the City, and upon approval
thereof, payment will be made to the Vendor in the amount approved.
d. Final payment of any balance due the Vendor 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 Agreement and its acceptance by the City.
e. 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.
f. The Vendor's records and accounts pertaining to this Agreement are to be kept available
for inspection by representatives of the City and State for a period of three (3) years after the
termination of the Agreement. Copies shall be made available upon request.
g. All payments shall be governed by the Local Government Prompt Payment Act, as set
forth in Part VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Vendor 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 Vendor shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
Vendor's endeavors.
7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida and City of Boynton
Beach, ordinances and regulations that are applicable to the services to be rendered under
this agreement.
8. INDEMNIFICATION. Vendor shall indemnify, defend and hold d harmless the City, its officers,
agents, and employees, from and against any and all claims, losses, liability, damages, or
any portion thereof, including attorney fees and costs, which the City or its officers,
employees, or agents may incur as a result of claims, demands, suits, causes of actions or
proceedings of any kind or nature arising out of, relating to and resulting from the performance
of this Agreement by the Vendor, its employees, agents, partners, principals or
subcontractors. 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 parties understand and agree that the
covenants and representations relating to this indemnification provision shall survive the term
of this Agreement and continue in full force and effect as to the party's responsibility to
indemnify.
Nothing contained herein is intended nor shall be construed to waive City's rights and
immunities under the common law or §768.28, Fla, Stat., as may be amended from time to
time,
9. INSURANCE. During the performance of the Work under this Agreement, Vendor shall
maintain the following insurance policies, and provide originals or certified copies of all
policies to City's Risk Management. All polices shall be written by an insurance company
authorized to do business in Florida. Vendor shall be required to obtain all applicable
insurance coverage, as indicated below, prior to commencing any Work pursuant to this
Agreement:
i. Worker's Compensation Insurance: The Vendor shall procure and maintain for the life of
this Agreement, Worker's Compensation Insurance covering all employees with limits
meeting all applicable state and federal laws. This coverage shall include Employer's Liability
with limits meeting all applicable state and federal laws. This coverage must extend to any
subcontractor that does not have their own Worker's Compensation and Employer's Liability
Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton
Beach, executed by the insurance company.
ii. Comprehensive General Liability: The Vendor shall procure and maintain for the life of
this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an
"Occurrence" basis. Coverage shall include Premises and Operations; Independent
consultants, Products-Completed Operations and Contractual Liability with specific reference
to Article 8, "Indemnification" of this Agreement. This policy shall provide coverage for death,
personal injury, or property damage that could arise directly or indirectly from the performance
of this Agreement. Vendor shall maintain a minimum coverage of$1,000,000 per occurrence
and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for
property damage.
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.
10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor is an
independent contractor with respect to the services provided pursuant to
this Agreement.reement.Nothing in this Agreement shall be considered
to create the relationship of employer and
employee between the parties hereto. Neither Vendor nor any employee of Vendor 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 Vendor,endor or
Vendor. any employee of
11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he 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 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 Vendor 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.
12. DISCRIMINATION PROHIBITED. The Vendor, 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.
13. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
14. 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.
15. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the City for
convenience, upon fourteen (14) business days of written notice by the City to the
Vendor in which event the Vendor shall be paid its compensation for services
performed through the termination date, including services reasonably related to
termination. In the event that the Vendor abandons this Agreement or causes it to be
terminated, the Vendor shall indemnify the City against loss pertaining to this
termination.
b. Termination for Cause. This Agreement may be terminated for cause by the
aggrieved party if the party in breach has not corrected the breach within thirty (30)
calendar days after receipt of written notice from the aggrieved party identifying the
breach. This Agreement may be terminated for cause by City for reasons including,
but not limited to, Vendor's failure to suitably or continuously perform the services in
a manner calculated to meet or accomplish the objectives in this Agreement, or
repeated submission (whether negligent or intentional) for payment of false or
incorrect bills or invoices.
c. In the event of the death of a member, partner, or officer of the Vendor, or any of its
supervisory personnel assigned to the project, the surviving members of the Vendor
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 Vendor and the City, if the City so chooses.
d. Notice of termination shall be provided in accordance with the "Notices" section of this
Agreement.
e. In addition to any termination rights stated in this Agreement, City shall be entitled to
seek any and all available contractual or other remedies available at law or
includingrecoveryin equity
of
costs incurred by City due to Vendor's failure to comply with
tern p y
� s of this any
O Agreement.
16. 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 exclusively in Palm Beach Count
construed under Florida Law. Y, Florida.oThis Agreement shall be
17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
Dan Dugger, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Notices to Vendor shall be sent to the following address:
18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Vendor 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 Vendor.
19. 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 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
duration of theby law for the
contract term and, followingcompletion
destroyall p tion of the contract, Contractor shall
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 p n 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 Ci
t . upon request uest from
the City's custodian of publicrecords, in a format that is compatible with
the information mation t
echnology systems of theCity.
E. IF THE CONTRACTOR HAS
APPLICATION OF CHAPTER 119,UES, T
FLORIDA STAT ESTIONS REGARDINGTO THE
THE
CONTRACTOR'S S DUTY TO PROVIDE
PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
Maylee DeJesus, CITY CLERK
100 E OCEAN AVE.
BOYNTON BEACH, FLORIDA, 33435
561-742-6061
DEJESUSM@BBFL.US
20. SCRUTINIZED COMPANIES -- 287.135 AND 215.473
By execution of this Agreement, Contractor certifies that Contractor is not participating in a
boycott of Israel. 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 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.
21. EXECUTION OF THE AGREEMENT. This Agreement will take effect once signed by
parties. This Agreement 9 both
g ent may be signed by thearties in
p counterparts which together shall
constitute one
and the same agreement among the parties. A facsimile signature shall constitute
an original signature for all purposes.
22. UNCONTROLLABLE FORCES.
A. Neither the City nor Vendor shall be considered to be in default of this Agreement if delays
in or failure of performance shall be due to Uncontrollable Forces, the effect
exercise of reasonable diligence, the non-performing
erformin of which, by the
"'Uncontrollable Forces" shall mean any event which results iinothe pprreventiion The term
of
performance by a party of its obligations under this Agreement and which is beyonldythe
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental
actions.
B. Neither party shall, however, be excused from performance if non-performance is due to
forces which are preventable, removable, or remediable, and which the non-performing
could have, p art
with the exercise of reasonable diligence, g party
g prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the other
party describing the circumstances and uncontrollable forces preventing continued performance
of the obligations of this Agreement.
23. E-VERIFY. Vendor is used interchangeably with Contractor throughout this Section. Vendor
certifies that it is aware of and complies with the requirements of Section 448.095, Florida
Statutes, as may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such
employer in exchange for salary, wages, or other remuneration. "Contractor" includes,
but is not limited to, a vendor or consultant.
ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for salary, wages, or other
remuneration.
"E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
B. 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:
i. All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract;
ii. 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
iii. 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. MISCELLANEOUS.
A. No assignment by a party hereto of any rights under or interests in this Agreement will be
binding on another party hereto without the written consent of the party sought to be
bound; and specifically but without limitation, money that may become due and money
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 this Agreement.
B. 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 this
Agreement.
C. 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.
D. 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.
E. 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.
F. Public Entity Crimes Act: Vendor represents that it is familiar with the requirements and
prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. Vendor further
represents that there has been no determination that it committed a "public entity crime"
as defined by Section 287.133, Florida Statutes, and that it has not been formally charged
with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether Vendor has been placed on the convicted vendor list.
G. Anti-Human Trafficking: On or before the Effective Date of the Agreement, Vendor shall
provide City with an affidavit attesting that the Vendor does not use coercion for labor or
services, in accordance with Section 787.06(13), Florida Statutes.
H. Sovereign Immunity: Nothing contained herein is intended to serve as a waiver of
sovereign immunity by the City or as a waiver of limits of liability or rights the City may
have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.
I. Countries of Concern: Vendor represents that it is, and for the duration of the Term will
remain, in compliance with Section 286.101, Florida Statutes.
J. Services Provided in Response to Natural Disaster / Emergency. Vendor provides
services that the City may require in the event of a hurricane or other disaster. Vendor
acknowledges and agrees that in such event, the City may apply to the State of Florida
or the federal government for funds which will be used to pay Vendor or reimburse the
City for payments made to Vendor. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Vendor desires to be eligible to be awarded
disaster work and be compensated through federal funds. The City and Vendor agree that
with respect to any services or work performed or provided by Vendor or its
subcontractors under the Agreement arising or related to a disaster event, the provisions
set forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is attached
hereto and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by Vendor of work or services required as
a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In
the event of a conflict between the terms of the Agreement and the FEMA Requirements,
the FEMA Requirements shall govern and prevail
K. 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 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. This Agreement may be amended only by
written instrument signed by both City and Vendor.
(Signatures on Following Page)
DATED this day of
, ZO_
CITY OF BOYNTON BEACH
NW C L z)ycr
Ty Pensee.:
Approved as to Form:
/
1 . oTON
I ' 4U e a //,V f k.�0eoRA•re eF..y�
Shawna Lamb, City Attorneycu
o:�o '•.�'y���
• —• S F 0: •
c
Attest/Authenticated: � 192 /�'."\ FLOR
4 ' - �
I_ 400.
Maylee le.:us, City Cle
Signature of Authorized Official
Luis Merchan
Printed Name of Authorized Official
President
Title
(Corporate Seal)
Attest/Authentic�.t-•:
Secretary
City of Boynton Beach
1
EXHIBIT A
SCOPE OF
SERVICES
Vendor will provide parts and service for medium/large heavy-duty truck and equipment on an
as-needed basis for the City of Boynton Beach, Florida. Specific items will be selected and
ordered via purchase order.
EXHIBIT B
SCHEDULE OF
PRICES
Parts
Autocar— 15% Discount
Freightliner— 15% Discount
International onal — 15% Discount
Peterbilt — 15% Discount
Service
Autocar- $95.00 hourly rate
Freightliner - $95.00 hourly rate
International - 9
$ 5.00 hourly rate
Peterbilt belt - $95.00 hourly rate
Pierce - $95.00 hourly rate
Sutphen - $95.00 hourly rate
Exhibit C
FEMA Requirements
FEMA REQUIREMENTS
The FEMA Requirements shall only modify the Contract upon the Provision by the Contractor of
work or services required as a result of a disaster,
The term "Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term "Contract"as used throughout shall mean the underlying contract or agreement, as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed
or provided by Contractor or its subcontractors under the Contract arising or related to a disaster event,the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA
Requirements") shall apply. The FEMA Requirements shall only modify the Contract upon the
provision by Contractor of work or services required as a result of a disaster. The terms and conditions
of the Contract and the FEMA Requirements should be read to operate in concert, except where directly
in conflict. In the event of a conflict between the terms of the Contract and the FEMA Requirements, the
FEMA Requirements shall govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The
federal funds appropriated by the Federal Emergency Management Agency (FEMA) will be
administered through the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other
provisions of the Contract, the FEMA Requirements will govern and prevail. Only FEMA
provisions applicable to the Contract shall apply.
C. Payment, Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies,
(1) Legal Remedies. The city may enforce any breach of contract through a city-initiated lawsuit in a
court of competent jurisdiction to pursue temporary or permanent injunctive relief or any other
legal or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any
provision of this article. The City shall recover its court costs and reasonable attorneys'fees in any
legal proceedings commenced to enforce the contract.
(2) Additional Remedies, In addition to any other remedies provided for in the contract or to which the
City may be entitled at law or in equity, in the event of a breach or violation of the Contract by the
Contractor, the Contractor shall be subject to debarment or suspension from consideration for the
award of additional contracts from the City, including but not limited to contracts related to disaster
relief or recovery, pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City. The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article
by any other legal means.
F. Termination for Cause,The City shall have the right to terminate the Contract for cause, in the event
of a breach of the contract terms, upon five(5)-calendar days written notice to Contractor. In the event
of termination,the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City
shall be liable for the payment of all portions of materials, Supplies, services, and facility orders which
cannot be canceled and were placed prior to the effective date of termination and other reasonable costs
associated with the termination. Notwithstanding the preceding. under no circumstances shall the City
be liable to the Contractor for lost profits or overhead for work, materials, or services not performed or
delivered to the City. All other termination provisions in the Contract shall remain applicable.
F. Termination for Convenience, The City may terminate this Contract at its convenience with or
without cause upon written notice of termination to the Contractor. In the event of such a termination
by the City, the City shall be liable for the payment of all Work properly performed prior to the effective
date of termination and for all portions of materials,supplies, services,and facility orders which cannot
be canceled and were placed prior to the effective date of termination and other reasonable costs
associated with the termination. Notwithstanding the preceding, under no circumstances shall the City be
liable to the Contractor for lost profits or overhead for work, materials, or services not performed or
delivered to the City.All other termination provisions in the Contract shall remain applicable.
G. Changes to Contract, Changes to the Contract terms and conditions which are within the scope of the
Contract, reasonable for completion of the contract scope, allowable under FEMA regulations, and
mutually agreed, may be made part of the Contract by written amendment duly executed by City and
Contractor.
H. Eaual Employment Opportunity
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because
of race,color, religion, sex,sexual orientation,gender identity, or national origin.i
The contractor
will take affirmative action to ensure that applicants are employed and that employees are duringemployment without regard to their
race, color, religion, sex, sexual orientation,
gender identity, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion. or transfer; recruitment or recruitment adv
aoff or
termination; rates of pay or other forms of compensation; and selection for t aining includ g
apprenticeship.The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor,state that all qualified applicants will receive consideration for employment without
regard to race,color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant.
This provision shall not apply to instances in which an employee who has access to the
compensation information of other employees or applicants as a part of such employee's
essential job functions discloses the compensation of such other employees or applicants to
individuals who do not otherwise have access to such information, unless such disclosure is in
response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing,
or action, including an investigation conducted by the employer, or is consistent with the
contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the contractor's commitments under
this section, and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules.
regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this
contract or with anyof the said rules,u es, regulations or orders,
his
terminated, or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule.regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1)and the
provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted
by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of
Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any subcontract or
purchase order as the administering agency may direct as a means of enforcing such provisions,
including sanctions for noncompliance: Provided, however, that in the event a contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency, the contractor may request the United States to enter into
such litigation to protect the interests of the United States. The applicant further agrees that it will
be bound by the above equal opportunity clause with respect to its own employment practices when
it participates in federally assisted construction work: Provided. if the applicant soartici i
a State or local government, the above equal opportunityP pat ng is
instrumentality or subdivision of such government which does not participate inworkon orgunder
the contract. The applicant agrees that it will assist and cooperate actively with the administering
agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors
with the equal opportunity clause and the rules, regulations, and relevant
f the Scretary of
Labor, that it will furnish the administering agency and the Secretary ofLabor suorders och information as
they may require for the supervision of such compliance, and that it will otherwise assist the
administering agency in the discharge of the agency's primary responsibility for securing
compliance. The applicant further agrees that it will refrain from enteringinto
contract modification subject any contract or
to Executive Order 11246 of September 24, 1965, with a contractor
debarred from, or who has not demonstrated eligibility for, Government contracts and federally
assisted construction contracts pursuant to the Executive Order and will carry out such sanctions
and penalties for violation of the equal opportunity clause as may be imposed upon contractors and
subcontractors by the administering agency or the Secretary of Labor pursuant to Part 11, Subpart
D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with
these undertakings, the administering agency may take any or all of the following actions: Cancel,
terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain
from extending any further assistance to the applicant under the program with respect to which the
failure or refund occurred until satisfactory assurance of future compliance has been received from
such applicant; and refer the case to the Department of Justice for appropriate legal proceedings
Civil Riahts
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts'
(1) Age,In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) Disabilities, In accordance with section 102 of the Americans with Disabilities Act,as amended,
42 U.S.C.§12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to
employment of persons with disabilities, and which prohibits discrimination in the areas of
employment, public accommodations, transportation, telecommunications and government
services.
J. pavis Bacon Act and Copeland Anti-Kickback Act
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program. Tribal Homeland Security Grant Program. Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200. Appendix II;
Copeland Anti-Kickback Act--40 USC s. 3145). In situations where the Davis-Bacon Act does not
apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if applicable)
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29C.F.R. pt.5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as
applicable.
(2) The Contractor agrees to pay wages to laborers and mechanics at a rate not less than the
prevailing wages specified in a wage determination made by the Secretary of Labor.
(3) The Contractors will pay wages not less than once a week.
Compliance with Copeland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.0 § 3145, and the
requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into
this contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also
a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.
The prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach. A breach of the contract clauses above may be grounds for termination of the contract.
and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12.
K. Contract Work Hours and Safety Standards Act
(Applicable to all FEMA contracts in excess of $100.000 that involve the employment of mechanics
or laborers; 29 CFR Part 5; 2 CFR Part 22,Appendix JI, E)
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract
work which may require or involve the employment of laborers or mechanics shall require or
permit any such laborer or mechanic in any workweek in which he or she is employed on such
work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for
all hours worked in excess of forty hours in such workweek. U. S. Department of Homeland
Security Headquarters 500 C St SW Washington, D.C. 20042.
(2) Violation; liability for unpaid wages: liquidated damages. In the event of any violation of the
clause set forth in paragraph (h)(1) of this section tho contractor and any ul,w,itiactor
responsible therefor shall be liable for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States (in the case of work done under contract for
the District of Columbia or territory, to such District or to such territory), for liquidated damages.
Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1)
of this section, in the sum of$27 for each calendar day on which such individual was required
or permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an
authorized representative of the Department of Labor withhold or cause to be withheld, from
any moneys payable on account of work performed by the contractor or subcontractor under
any such contract or any other Federal contract with the same prime contractor, or any other
federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which
is held by the same prime contractor, such sums as may be determined to be necessary to
satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated
damages as provided in the clause set forth in paragraph (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph(b)(1)through(4)of this section and also a clause requiring the subcontractors
to include these clauses in any lower tier subcontracts.The prime contractor shall be responsible
for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (b)(1)through (4) of this section.
L. Rights to Inventions Made Under a Contract or Agreement
(Applicable if FEMA award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a)
and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program,
CounselingCrisis
Assistance and Training Grant Program, Disaster Case Management Grant Program,and
Federal Assistance to Individuals and Households - Other Needs Assistance Grant Program, 37
CFR Part 401; 2 CFR Part 200, Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
M. Clean Air Act and the Federal Water Pollution Control Act
(Applicable to Contracts in Excess of$150,000)
Clean Air Act
(1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State, Federal
Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
Federal Water Pollution Control Act
(1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State, Federal
Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
N. Certification Regarding Debarment, Suspension. Ineligibility and Voluntary Exclusion
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order
12689, 2 CFR Part 150; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out
below.
b. The inability of a person to provide the certification set out below will not
necessarily result in denial of participation in this covered transaction. The
Contractor shall submit an explanation of why it cannot provide the certification
set out below. The certification or explanation will be considered in connection
with the department or agency's determination whether to enter into this
transaction. However, failure of the Contractor to furnish a certification or an
explanation shall disqualify such a person from participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or
agency to whom this proposal is submitted if any time the prospective primary
participant learns that its certification was erroneous when submitted or has
become erroneous by reason of changed circumstances.
d. This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2
C.F.R. pt. 3000. As such the Contractor is required to verify that none of the
Contractor, itsrin
p cipals(defined at 2 C.F.R. § 180.995), or its affiliates(defined at
2 C.F.R. § 180.905)are excluded(defined at 2 C.F.R. § 180.940)or disqualified
(defined at 2 C.F.R. § 180.935).
e. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C and must include a requirement to comply with these regulations
in any lower tier covered transaction it enters into.
f. This certification is a material representation of fact relied upon by the City. If it is
later determined that the Contractor did not comply with 2 C.F.R. t. 180, subpart
b art
C and 2 C.F.R.pt. 3000, subpart C, in addition to remedies available to the State,
and the City,the Federal Government may pursue available remedies, including
but not limited to suspension and/or debarment.
g. The Contractor agrees to comply with the requirements of 2 C.F.R.pt. 180, subpart
C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the
period of the Contract. The Contractor further agrees to include a provision
requiring such compliance in its lower tier covered transactions.
0. Certification Regarding Use of Contract Funds for Lobbving - Byrd Anti-Lobbying
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicable to contracts in excess of$100,000. 2 CFR Part
200, Appendix II)
Contractors with contracts 01 8100,000 or more shall file the required certification.Each tier certifies
to the tier above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in
connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. §
1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to
the City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum, to the best of his or her knowledge and
belief, that:
a. No Federal appropriated funds have been paid or will he paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any Federal agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the
awarding of any Federal contract, the making of any Federal grant, the making of
any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal
contract, grant, loan, or cooperative agreement.
b. If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any Federal agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its
instructions.
c. This certification is a material representation of the fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by 31 U.S.C. 1352.Any person who fails to file the required certification shall be
subject to a civil penalty of not less than 810,000 and not more than $100,000 for
each such failure.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000,
and that all such recipients shall certify and disclose accordingly.
e. The Contractor, certifies or affirms the truthfulness and accuracy of each
statement of its certification and disclosure, if any. In addition, the Contractor
understands and agrees that the provisions of 31 U.S.C. Chap. 38,
Administrative Remedies for False Claims and Statements. apply to this
certification and disclosure, if any.
P. procurement of Recovered Materials
(Applicable to all FEMA contracts,42 USC s.6962;2 CFR Part 200,Appendix II, K;2 CFR s.200.322)
(1) In the performance of this Contract, the Contractor shall make maximum use of products
containing recovered materials that are EPA-designated items unless the product cannot be
acquired-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
(2) Information about this requirement, along with the list of EPA-designated items, is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.qov/smm/comprehensiveprocurement-quideline-coo-program,
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of
the Solid Waste Disposal Act."
0. Comnliance with FederaLLaw. Reaulations. and Executive Orders
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable, including but not limited to:
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, etseq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Comnliance with State and Federal Reporting Requirements. The contractor and its
subcontractors shall comply with and the Contract is subject to the requirements and regulations of
the Federal Emergency Management Agency and the State of Florida Division of Emergency
Management pertaining to reporting.
S. Jmmiaration and Naturalization Act,
(Applicable to all FEMA contracts}
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC
§1324a(e) [§274A(a)(1) and (e)] of the Immigration and Nationality Act] and such employment of
unauthorized aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. indemnity of Funding Entities,
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration), and the City and their officers, agents, employees, and
elected officials from and against any and all liability, claims, damages, demands, expenses, fees,
fines, penalties, suits, proceedings, actions and cost of actions, including
attorneys' fees for trial and appeal, and for the preparation of same arising out of Contractor's, its
officers, agents, employees, and subcontractors'acts or omissions associated with this Contract.
U. Performance and Payment Bonds,
(Applicable to all FEMA Construction Contracts)
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond, executed by a surety
company authorized to do business in the State of Florida, in the amount of the estimated contract
value.which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials, and laborers. Said bonds shall be subject to approval by the City.
V. Materials and Supplies,
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for
public use under this Contract have been produced in the United States as required by 41 USC
§10a, unless it would not be in the public interest or unreasonable in cost.
W. Access to Records
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
(1) The Contractor agrees to provide the City, State, FEMA, the Comptroller General of the
United States or any of their authorized representatives access to any books, documents,
papers and records of the Contractor which are directly pertinent to the contract for the
purposes of making audits, examinations, excerpts and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Contractor agrees to provide the FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) the Contractor agrees to maintain all books. records, accounts and reports required under
the Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract, except in the event of litigation or settlement of claims arising from
the performance of the Contract, in which case Contractor agrees to maintain same until the
City, the State, FEMA, the Comptroller General, or any of their duly authorized
representatives, have disposed of all such litigation, appeals, claims or exceptions related
thereto.
(5) In compliance with the Disaster Recovery Act of 2018, the City and the Contractor
acknowledge and agree that no language in this contract is intended to prohibit audits or
internal reviews by the FEMA Administrator or the Comptroller General of the United States.
X. DHS Seal. Logo and Flags
(Applicable to all FEMA contracts; OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses
of OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Related Acts
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap.38(Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Contract.
Z. No Obligation by the Federal Government
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City. Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the contract.
AA. Subcontracts, (Applicable to all FEMA contracts)
To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts, leases, and agreements,the City requires appropriate coverages listing
the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City
as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance
companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE. An
insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)
The following is a list of types of insurance required of consultants, lessees, etc.. and the limits required by the City:
(NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance,or
to raise or lower the stated limits, based upon identified risk.)
-----------------------------------
TYPE (Occurrence Based Only)
-- MINIMUM LIMITS REQUIRED
General Liability General Aggregate —
Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00
Owners&Consultant's Protective(OCP) Personal&Adv. Injury $ 1,000.000.00
Liquor Liability Each Occurrence $1,000.000.00
Professional Liability Fire Damage(any one fire) $ 1,000,000.00
Employees&Officers Med.Expense(any one person) $ 50,000.00
Pollution Liability $ 5,000.00
Asbestos Abatement
Lead Abatement
Broad Form Vendors
Premises Operations
Underground Explosion&Collapse
Products Completed Operations
Contractual
Independent Consultants
Broad Form Property Damage
Fire Legal Liability
Automobile Liability Combined Single Limit
Any Auto 300,000.00
All Owned Autos Bodily Injury(per person) to be determined
Scheduled Autos Bodily Injury(per accident) to be determined
Property Damage to be determined
Hired Autos
Trailer Interchange S 50,000.00
Non-Owned Autos
PIP Basic
Intermodal
Garage Liability Auto Only.Each Accident _ —
Any Auto S 1,000,000.00
Other Than Auto Only $ 100,000.00
Garage Keepers Liability
Each Accident S 00 1,000
Aggregate 0.00
---- -------_—__—____ $1,000,000.00
Excess Liability Each Occurrence
Umbrella Form Aggregate to be determined
to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident
Disease,Policy Limit $ 500.000.00 $ 100,000.00
Disease Each Employee $ 100,000.00
Property __ `
Homeowners Revocable Permit
$ 300,000.00
Builder's Risk
---- ____ Limits Limits based on Project Cost
Other- As Risk Identified —
Other
------ to be determined
A
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND VENDOR
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City", and Nacarato Trucks General Partnership, Nacarato Volvo Trucks, hereinafter
referred to as "Vendor", in consideration of the mutual benefits, terms, and conditions hereinafter
specified.
1. PROJECT DESIGNATION. The Vendor is retained by the City to provide parts and service
for the City's fleet of medium/large vehicles and equipment.
2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A"
Scope of Services attached hereto and incorporated herein by reference. including the
provision of all labor, materials, equipment and supplies. No modifications will be made to the
original scope of work without the written approval of the City Manager or his designee. The
terms and conditions of Bid No. WH24-077 and Vendor's bid are expressly incorporated into
this Agreement by reference. Any conflict or discrepancy between the terms of this
Agreement, Bid No. WH24-077, and Vendor's bid, shall be resolved pursuant to the following
order of precedence (1) this Agreement, (2) Bid No. WH24-077; and 3. Vendor's bid.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving
of written notice by the City to the Vendor to proceed. Vendor shall perform all services and
provide all work product required pursuant to this Agreement.
4. TERM. The initial term of the contract shall be for five (5) years effective upon date the
contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in
consultation with the Finance Director may extend the agreement at the same terms, and
conditions, for three (3) one-year renewals (exercised separately) subject to vendor
acceptance, satisfactory performance as determined by the Purchasing Manager, and
determination by the Purchasing Manager that renewal will be in the best interest of the City.
Prices shall remain firm for the first 12-months of the Agreement. Annually thereafter, Vendor
may request a price increase subject to the City's approval. Any requested price adjustment
shall be fully documented and submitted to the City for consideration at least 60 calendar
days prior to the respective term anniversary date. An increase in cost of less than 2% for
each extension may be approved by the City administration and does not require Commission
approval. The price increase percentage change shall not exceed the previous 1-year's
percentage change of the Consumer Price Index for All Urban Consumers (CPI-U) published
by the U.S. Department of Labor's Bureau of Labor Statistics. Any approved price
adjustments shall become effective on the beginning date of the approved bid extension.
Such renewals are only effective and valid if in writing and executed by each parties'
authorized representative.
5. PAYMENT. The Vendor shall be paid by the City for completed work and for services
rendered under this Agreement in accordance with Exhibit "B" Schedule of Prices attached
hereto and incorporated herein by reference, as follows:
a. The annual amount not to exceed $700,000.00 for a total contract amount not to exceed
$3,500,000.00 over the total term of the Agreement. inclusive of all renewals.
b. Payment for the work provided by Vendor shall be made promptly on all invoices submitted
to the City properly, provided that the total amount of payment to Vendor shall not exceed the
total contract price without express written modification of the Agreement signed by the City
Manager or designee. and approved by the City Commission as required.
c. The Vendor may submit invoices to the City once per month during the progress of the
work for partial payment. Such invoices will be checked by the City. and upon approval
thereof, payment will be made to the Vendor in the amount approved.
d. Final payment of any balance due the Vendor 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 Agreement and its acceptance by the City.
e. 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.
f. The Vendor's records and accounts pertaining to this Agreement are to be kept available
for inspection by representatives of the City and State for a period of three (3) years after the
termination of the Agreement. Copies shall be made available upon request.
g. All payments shall be governed by the Local Government Prompt Payment Act, as set
forth in Part VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Vendor 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 Vendor shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
Vendor's endeavors.
7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida and City of Boynton
Beach, ordinances and regulations that are applicable to the services to be rendered under
this agreement.
8. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its officers,
agents. and employees, from and against any and all claims, losses, liability, damages. or
any portion thereof, including attorney fees and costs, which the City or its officers,
employees, or agents may incur as a result of claims, demands, suits, causes of actions or
proceedings of any kind or nature arising out of, relating to and resulting from the performance
of this Agreement by the Vendor, its employees, agents, partners, principals or
subcontractors. 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 parties understand and agree that the
covenants and representations relating to this indemnification provision shall survive the term
of this Agreement and continue in full force and effect as to the party's responsibility to
indemnify.
Nothing contained herein is intended nor shall be construed to waive City's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
9. INSURANCE. During the performance of the Work under this Agreement, Vendor shall
maintain the following insurance policies, and provide originals or certified copies of all
policies to City's Risk Management. All polices shall be written by an insurance company
authorized to do business in Florida. Vendor shall be required to obtain all applicable
insurance coverage, as indicated below, prior to commencing any Work pursuant to this
Agreement:
i. Worker's Compensation Insurance: The Vendor shall procure and maintain for the life of
this Agreement, Worker's Compensation Insurance covering all employees with limits
meeting all applicable state and federal laws. This coverage shall include Employer's Liability
with limits meeting all applicable state and federal laws. This coverage must extend to any
subcontractor that does not have their own Worker's Compensation and Employer's Liability
Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton
Beach, executed by the insurance company.
ii. Comprehensive General Liability: The Vendor shall procure and maintain for the life of
this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an
"Occurrence" basis. Coverage shall include Premises and Operations; Independent
consultants, Products-Completed Operations and Contractual Liability with specific reference
to Article 8. "Indemnification" of this Agreement. This policy shall provide coverage for death,
personal injury, or property damage that could arise directly or indirectly from the performance
of this Agreement. Vendor shall maintain a minimum coverage of S1,000,000 per occurrence
9 9
and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for
property damage.
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.
10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor 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 Vendor nor any employee of Vendor 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 Vendor, or any employee of
Vendor.
11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he 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 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 Vendor 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.
12. DISCRIMINATION PROHIBITED. The Vendor, 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.
13. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
14. 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.
15. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the City for
convenience, upon fourteen (14) business days of written notice by the City to the
Vendor in which event the Vendor shall be paid its compensation for services
performed through the termination date, including services reasonably related to
termination. In the event that the Vendor abandons this Agreement or causes it to be
terminated, the Vendor shall indemnify the City against loss pertaining to this
termination.
b. Termination for Cause. This Agreement may be terminated for cause by the
aggrieved party if the party in breach has not corrected the breach within thirty (30)
calendar days after receipt of written notice from the aggrieved party identifying the
breach. This Agreement may be terminated for cause by City for reasons including,
but not limited to, Vendor's failure to suitably or continuously perform the services in
a manner calculated to meet or accomplish the objectives in this Agreement. or
repeated submission (whether negligent or intentional) for payment of false or
incorrect bills or invoices.
c. In the event of the death of a member, partner, or officer of the Vendor, or any of its
supervisory personnel assigned to the project, the surviving members of the Vendor
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 Vendor and the City, if the City so chooses.
d. Notice of termination shall be provided in accordance with the "Notices" section of this
Agreement.
e. In addition to any termination rights stated in this Agreement, City shall be entitled to
seek any and all available contractual or other remedies available at law or in equity
including recovery of costs incurred by City due to Vendor's failure to comply with any
term(s) of this Agreement.
16. 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 exclusively in Palm Beach County, Florida. This Agreement shall be
construed under Florida Law.
17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
Dan Dugger, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Notices Vendor
of ces toshall be sent to the following address:
18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Vendor 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 Vendor.
19. 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 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 thatPublic 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 STATUES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
Maylee DeJesus, CITY CLERK
100 E OCEAN AVE.
BOYNTON BEACH, FLORIDA, 33435
561-742-6061
DEJESUSM@BBFL.US
20. SCRUTINIZED COMPANIES -- 287.135 AND 215.473
By execution of this Agreement, Contractor certifies that Contractor is not participating in a
boycott of Israel. 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 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.
21. 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.
22. UNCONTROLLABLE FORCES.
A. Neither the City nor Vendor shall be considered to be in default of this Agreement if delays
in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the
exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic. war, riot, civil disturbance, sabotage, and governmental
actions.
B. Neither party shall. however, be excused from performance if non-performance is due to
forces which are preventable, removable, or remediable, and which the non-performing party
could have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the other
party describing the circumstances and uncontrollable forces preventing continued performance
of the obligations of this Agreement.
23. E-VERIFY. Vendor is used interchangeably with Contractor throughout this Section. Vendor
certifies that it is aware of and complies with the requirements of Section 448.095, Florida
Statutes, as may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies. or services to such
employer in exchange for salary, wages, or other remuneration. "Contractor' includes,
but is not limited to, a vendor or consultant.
ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for salary, wages, or other
remuneration.
iii. "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.
B. 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:
i. All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract;
ii. 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
iii. 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. MISCELLANEOUS.
A. No assignment by a party hereto of any rights under or interests in this Agreement will be
binding on another party hereto without the written consent of the party sought to be
bound: and specifically but without limitation, money that may become due and money
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 this Agreement.
B. 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 this
Agreement.
C. 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 otherwise ycep as o env se provided under the
indemnification provisions set forth herein above.
D. 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.
E. 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.
F. Public Entity Crimes Act: Vendor represents that it is familiar with the requirements and
prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. Vendor further
represents that there has been no determination that it committed a "public entity crime"
as defined bySection 287.133, Florida Statutes, and that it has not been formallycharged
9
with committing an act defined as a "public entity crime" regardless of the amount of
moneyinvolved or whether Vendor has been placed on the convicted vendor list.
G. Anti-Human Trafficking: On or before the Effective Date of the Agreement, Vendor shall
provide City with an affidavit attesting that the Vendor does not use coercion for
labor or
services, in accordance with Section 787.06(13), Florida Statutes.
H. Sovereign Immunity: Nothing contained herein is intended to serve as a waiver of
sovereign immunity by the City or as a waiver of limits of liability or rights the City may
have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.
I. Countries of Concern: Vendor represents that it is, and for the duration of the Term will
remain, in compliance with Section 286.101, Florida Statutes.
J. Services Provided in Response to Natural Disaster / Emergency. Vendor provides
services that the City may require in the event of a hurricane or other disaster. Vendor
acknowledges and agrees that in such event, the City may apply to the State of Florida
or the federal government for funds which will be used to pay Vendor or reimburse the
City for payments made to Vendor. FEMA will only consider reimbursing contracts which
contain the requisite FEMA provisions. Vendor desires to be eligible to be awarded
disaster work and be compensated through federal funds. The City and Vendor agree that
with respect to any services or work performed or provided by Vendor or its
subcontractors under the Agreement arising or related to a disaster event, the provisions
set forth in the FEMA Addendum (the "FEMA Requirements"), a copy of which is attached
hereto and incorporated herein by reference, shall apply. The FEMA Requirements shall
only modify this Agreement upon the provision by Vendor of work or services required as
a result of a disaster. The terms and conditions of the Agreement and the FEMA
Requirements should be read to operate in concert, except where directly in conflict. In
the event of a conflict between the terms of the Agreement and the FEMA Requirements,
the FEMA Requirements shall govern and prevail
K. 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 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. This Agreement may be amended only by
written instrument signed by both City and Vendor.
(Signatures on Following Page)
DATED this day of , 20
CITY OF BOYNTON BEACH
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Approved as to Form:
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Shawna Lamb, City Attorney ;�Z�: ` ? 1
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Maylee " :sus, City Clerk
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Si. .:t e of Authorized Official
MI FLORES
Printed Name of Authorized Official
GENERAL MANAGER
Title
(Corporate Seal)
Attest/Authenticated:
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Cite of Boynton Beach
EXHIBIT A
SCOPE OF SERVICES
Vendor will provide parts and service for medium/large heavy-duty truck and equipment on an
as-needed basis for the City of Boynton Beach, Florida. Specific items will be selected and
ordered via purchase order.
EXHIBIT B
SCHEDULE OF PRICES
Parts
Autocar - 80% off
Mack - 80% off
Volvo - 80% off
EXHIBIT B cont.
SCHEDULE OF PRICES
Service
AEV — $165.00 hourly rate
Aquatec — $165.00 hourly rate
Autocar - $165.00 hourly rate
Case - $165.00 hourly rate
Caterpillar - $165.00 hourly rate
Freightliner — $165.00 hourly rate
G.S. Products — $165.00 hourly rate
Galbreth — $165.00 hourly rate
Heil — $165.00 hourly rate
International — $165.00 hourly rate
John Deere - $165.00 hourly rate
Mack - $165.00 hourly rate
New Way - $165.00 hourly rate
Peterbilt - $165.00 hourly rate
Petersen Industries - $165.00 hourly rate
Pierce - $165.00 hourly rate
Sutphen - $165.00 hourly rate
Vac-Con - $165.00 hourly rate
Volvo - $165.00 hourly rate
Exhibit C
FEMA Requirements
FEMA REQUIREMENTS
The FEMA Reauirements shall only modify the Contract upon the provision by the Contractor of
tads or services reauired as a result of a disaster,
The term "Contractor", as used throughout shall mean the Contractor, Provider, Consultant, Supplier, etc., as
applicable with respect to the Contract or Agreement.
The term"Contract" as used throughout shall mean the underlying contract or agreement. as applicable.
FEMA Requirements. The City and Contractor agree that with respect to any services or work performed
or provided by Contractor or its subcontractors under the Contract arising or related to a disaster event,the
provisions set forth in this Addendum (including Form FHWA-1273) (collectively, the "FEMA
Requirements") shall apply. The FEMA Requirements shall only modify the Contract upon the
provision by Contractor of work or services required as a result of a disaster.The terms and conditions
of the Contract and the FEMA Requirements should be read to operate in concert, except where directly
in conflict. In the event of a conflict between the terms of the Contract and the FEMA Requirements, the
FEMA Requirements shall govern and prevail.
A. Contracts to receive funding derived from federal grants must comply with federal guidelines. The
federal funds appropriated by the Federal Emergency Management Agency (FEMA) will be
administered through the State of Florida.
B. In the event of a conflict between the FEMA Requirements listed in this section and other
provisions of the Contract, the FEMA Requirements will govern and prevail. Only FEMA
provisions applicable to the Contract shall apply.
C. Payment, Payment shall be based on the unit rates/prices pursuant to the Contract Fee Schedule. The
contractor shall submit invoices covering no more than a 30-day period.
D. Remedies,
(1) j,eaal Remedies. The citymayenforce anybreach of contract through a city-initiated lawsuit in a
9 Y
rof competent jurisdiction t co pete t lu sdiction to pursue temporary or permanent injunctive relief or any other
legal or equitable remedy authorized by law to cure, remove, prevent, or end a violation of any
provision of this article. The City shall recover its court costs and reasonable attorneys'fees in any
legal proceedings commenced to enforce the contract.
(2) Additional Remedies, In addition to any other remedies provided for in the contract or to which the
City may be entitled at law or in equity, in the event of a breach or violation of the Contract by the
Contractor, the Contractor shall be subject to debarment or suspension from consideration for the
award of additional contracts from the City. including but not limited to contracts related to disaster
relief or recovery. pursuant to the terms and procedures set forth in the City Code.
These remedies are cumulative and the use of any appropriate remedy shall not constitute an election
of other remedies by the City. The use of one remedy shall not preclude the use of any other
remedy. Nothing in this article shall prohibit the City from enforcing the requirements of this article
by any other legal means.
E. Termination for Cause,The City shall have the right to terminate the Contract for cause, in the event
of a breach of the contract terms, upon five(5)-calendar days written notice to Contractor. In the event
of termination,the City shall compensate the Provider for all authorized services or work satisfactorily
performed through the termination date under the payment terms contained in the Contract. The City
shall be liable for the payment of all portions of materials, supplies,services, and facility orders which
cannot be canceled and were placed prior to the effective date of termination and other reasonable costs
associated with the termination, Notwithstanding the preceding, under no circumstances shall the City
be liable to the Contractor for lost profits or overhead for work, materials, or services not performed or
delivered to the City. All other termination provisions in the Contract shall remain applicable.
F. Termination for Convenience, The City may terminate this Contract at its convenience with or
without cause upon written notice of termination to the Contractor. In the event of such a termination
by the City,the City shall be liable for the payment of all Work properly performed prior to the effective
date of termination and for all portions of materials, supplies,services, and facility orders which cannot
be canceled and were placed prior to the effective date of termination and other reasonable costs
associated with the termination. Notwithstanding the preceding, under no circumstances shall the City be
liable to the Contractor for lost profits or overhead for work, materials, or services not performed or
delivered to the City.All other termination provisions in the Contract shall remain applicable.
G. Chances to Contracts Changes to the Contract terms and conditions which are within the scope of the
Contract. reasonable for completion of the contract scope, allowable under FEMA regulations, and
mutually agreed, may be made part of the Contract by written amendment duly executed by City and
Contractor.
H. Faual Emolovment Opportunity
(Applicable to All FEMA Construction Contracts)
During the performance of this Contract, the Contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because
of race,color, religion,sex,sexual orientation, gender identity, or national origin.The contractor
will take affirmative action to ensure that applicants are employed and that employees are
treated during employment without regard to their race, color, religion, sex, sexual orientation,
gender identity. or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship.The contractor agrees to post in conspicuous places, available to employees and
applicants for employment. notices to be provided setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will,in all solicitations or advertisements for employees placed by or on behalf of
the contractor,state that all qualified applicants will receive consideration for employment without
regard to race,color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant.
This provision shall not apply to instances in which an employee who has access to the
compensation information of other employees or applicants as a part of such employee's
essential job functions discloses the compensation of such other employees or applicants to
individuals who do not otherwise have access to such information, unless such disclosure is in
response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing,
or action, including an investigation conducted by the employer, or is consistent with the
contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the contractor's commitments under
this section, and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24. 1965,
and of the rules.regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, his contract may be canceled,
terminated, or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24. 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule.regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1)and the
provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted
by rules, regulations. or orders of the Secretary of Labor issued pursuant to section 204 of
Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any subcontract or
purchase order as the administering agency may direct as a means of enforcing such provisions,
including sanctions for noncompliance: Provided, however, that in the event a contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency. the contractor may request the United States to enter into
such litigation to protect the interests of the United States. The applicant further agrees that it will
be bound by the above equal opportunity clause with respect to its own employment practices when
it participates in federally assisted construction work: Provided, if the applicant so participating is
a State or local government, the above equal opportunity clause is not applicable to any agency.
instrumentality or subdivision of such government which does not participate in work on or under
the contract. The applicant agrees that it will assist and cooperate actively with the administering
agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors
with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of
Labor, that it will furnish the administering agency and the Secretary of Labor such information as
they may require for the supervision of such compliance, and that it will otherwise assist the
administering agency in the discharge of the agency's primary responsibility for securing
compliance. The applicant further agrees that it will refrain from entering into any contract or
contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor
debarred from, or who has not demonstrated eligibility for, Government contracts and federally
assisted construction contracts pursuant to the Executive Order and will carry out such sanctions
and penalties for violation of the equal opportunity clause as may be imposed upon contractors and
subcontractors by the administering agency or the Secretary of Labor pursuant to Part 11, Subpart
D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with
these undertakings, the administering agency may take any or all of the following actions: Cancel,
terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain
from extending any further assistance to the applicant under the program with respect to which the
failure or refund occurred until satisfactory assurance of future compliance has been received from
such applicant; and refer the case to the Department of Justice for appropriate legal proceedings
Civil Riahta,
(Applicable to All FEMA Contracts)
The following requirements will apply to the Contract and any sub-contracts:
(1) f1ae,In accordance with section 4 of the Age Discrimination in Employment Act of 19671 as
amended, 29 U.S.C. §623. the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age.
(2) Disabilities, In accordance with section 102 of the Americans with Disabilities Act, as amended,
42 U.S.C.§12112, the Contractor agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act." 29 C.F.R. Part 1630. pertaining to
employment of persons with disabilities, and which prohibits discrimination in the areas of
employment, public accommodations. transportation. telecommunications and government
services.
J Davis Bacon Act and Copeland Anti-Kickback Act
(Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant
Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program construction contracts in excess of$2,000. Not
applicable to other FEMA grant and cooperative agreement programs, including the Public Assistance
Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix II,
Copeland Anti-Kickback Act--40 USC s. 3145). In situations where the Davis-Bacon Act does not
apply, neither does the Copeland Anti-Kickback Act.
Compliance with Davis Bacon Act (if applicable))
(1) The Contractor agrees to comply with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-
3148)and the requirements of 29C.F.R. pt.5 as may be applicable. The contractor shall comply
with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C F.R. pt. 5 as
applicable.
(2) The Contractor agrees to pay wages to laborers and mechanics at a rate not less than the
prevailing wages specified in a wage determination made by the Secretary of Labor.
(3) The Contractors will pay wages not less than once a week.
Comoliance with Coueland Anti-Kickback Act
(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into
this contract.
(2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also
a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.
The prime contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach. A breach of the contract clauses above may be grounds for termination of the contract,
and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
K. Contract Work Hours and Safety Standards Act
(Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics
or laborers: 29 CFR Part 5: 2 CFR Part 22, Appendix JI, E)
(1)Overtime requirements. No contractor or subcontractor contracting for any part of the contract
work which may require or involve the employment of laborers or mechanics shall require or
permit any such laborer or mechanic in any workweek in which he or she is employed on such
work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for
all hours worked in excess of forty hours in such workweek. U. S. Department of Homeland
Security Headquarters 500 C St SW Washington, D.C. 20042.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the
clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor
responsible therefor shall be liable for the unpaid wages. In addition. such contractor and
subcontractor shall be liable to the United States (in the case of work done under contract for
the District of Columbia or territory, to such District or to such territory), for liquidated damages.
Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards,employed in violation of the clause set forth in paragraph(b)(1)
of this section, in the sum of $27 for each calendar day on which such individual was required
or permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (b)(1)of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an
authorized representative of the Department of Labor withhold or cause to be withheld, from
any moneys payable on account of work performed by the contractor or subcontractor under
any such contract or any other Federal contract with the same prime contractor, or any other
federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which
is held by the same prime contractor, such sums as may be determined to be necessary to
satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated
damages as provided in the clause set forth in paragraph (b)(2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set
forth in paragraph(b)(1)through(4)of this section and also a clause requiring the subcontractors
to include these clauses in any lower tier subcontracts.The prime contractor shall be responsible
for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
paragraphs (b)(1)through (4) of this section.
L. Rights to Inventions Made Under a Contract or Agreement
(Applicable if FEMA award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a)
and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement". Does not apply to the Public
Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis
Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program,and
Federal Assistance to Individuals and Households - Other Needs Assistance Grant Program. 37
CFR Part 401; 2 CFR Part 200, Appendix II, F).
The contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any
implementing regulations issued by FEMA.
M. Clean Air Act and the Federal Water Pollution Control Act
(Applicable to Contracts in Excess of$150,000)
Clean Air Act
(1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State, Federal
Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
Federal Water Pollution Control Act
(1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended. 33 U.S.C. 1251 et seq.
(2) The Contractor agrees to report each violation to the City and understands and agrees that the
City will, in turn, report each violation as required to assure notification to the State. Federal
Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding
S150,000 financed in whole or in part with Federal assistance provided by FEMA.
N. Certification Regarding Debarment. Suspension. ineligibility and Voluntary Exclusion.
(Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order
12689. 2 CFR Part 180; 2 CFR Part 3000)
a. By signing this Addendum, the Contractor is providing the certification set out
below.
b. The inability of a person to provide the certification set out below will not
necessarily result in denial of participation in this covered transaction. The
Contractor shall submit an explanation of why it cannot provide the certification
set out below. The certification or explanation will be considered in connection
with the department or agency's determination whether to enter into this
transaction. However, failure of the Contractor to furnish a certification or an
explanation shall disqualify such a person from participation in this transaction.
c. The Contractor shall provide immediate written notice to the department or
agency to whom this proposal is submitted if any time the prospective primary
participant learns that its certification was erroneous when submitted or has
become erroneous by reason of changed circumstances.
d. This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2
C.F.R. pt. 3000. As such the Contractor is required to verify that none of the
Contractor, its principals(defined at 2 C.F.R.§ 180.995), or its affiliates(defined at
2 C.F.R. § 180.905)are excluded(defined at 2 C.F.R. § 180.940)or disqualified
(defined at 2 C.F.R. § 180 935).
e. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000. subpart C and must include a requirement to comply with these regulations
in any lower tier covered transaction it enters into.
f. This certification is a material representation of fact relied upon by the City. If it is
later determined that the Contractor did not comply with 2 C.F.R. pt. 180.subpart
C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State,
and the City,the Federal Government may pursue available remedies, including
but not limited to suspension and/or debarment.
g. The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180,subpart
C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the
period of the Contract. The Contractor further agrees to include a provision
requiring such compliance in its lower tier covered transactions.
0. Certification Regarding Use of Contract Funds for Lobbying - Byrd Anti-Lobbying
(Byrd Anti-Lobbying (31 USC s. 1352)--Applicable to contracts in excess of$100,000. 2 CFR Part
200, Appendix II)
Contractors with contracts of$100,000 or more shallfile the required certification.Each tier certifies
to the tier above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress. officer or employee of Congress, or an employee of a Member of Congress in
connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. §
1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to
the City who in turn will forward the certification(s)to FEMA.
(1) The Contractor certifies, by signing this Addendum. to the best of his or her knowledge and
belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any Federal agency,a Member of Congress. an officer or employee of
Congress, or an employee of a Member of Congress in connection with the
awarding of any Federal contract, the making of any Federal grant, the making of
any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment. or modification of any Federal
contract, grant, loan, or cooperative agreement.
b. If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any Federal agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL. "Disclosure Form to Report Lobbying," in accordance with its
instructions.
c. This certification is a material representation of the fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by 31 U.S.C. 1352. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than$10,000 and not more than $100,000 for
each such failure.
d. The Contractor also agrees that he or she shall require that the language of this
certification be included in all lower-tier subcontracts, which exceed $100,000,
and that all such recipients shall certify and disclose accordingly.
e. The Contractor, certifies or affirms the truthfulness and accuracy of each
statement of its certification and disclosure, if any. In addition, the Contractor
understands and agrees that the provisions of 31 U.S.C. Chap. 38,
Administrative Remedies for False Claims and Statements, apply to this
certification and disclosure, if any.
P. Procurement of Recovered Materials
(Applicable to all FEMA contracts.42 USC s.6962; 2 CFR Part 200.Appendix II, K; 2 CFR s. 200.322)
(1) In the performance of this Contract, the Contractor shall make maximum use of products
containing recovered materials that are EPA-designated items unless the product cannot be
acquired-
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements: or
c. At a reasonable price.
(2) Information about this requirement. along with the list of EPA-designated items, is available at
EPA's Comprehensive Procurement Guidelines website,
www.epa.gov/smm/comprehensiveprocurement-guideline-cpg-program.
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of
the Solid Waste Disposal Act."
0. Comoliance with Federal Law. Regulations, and Executive Orders
(Applicable to all FEMA contracts)
This is an acknowledgment that FEMA financial assistance will be used to fund the Contract only.
The Contractor will comply with all applicable federal laws, regulations, executive orders, FEMA
policies, procedures, and directives as applicable. including but not limited to'
a. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, as
amended, 42 USC Sec. 5121, et. seq.
b. Resource Conservation and Recovery Act
c. National Historic Preservation Act
d. Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act
R. Comoliance with State and Federal Reaortina Requirements. The contractor and its
subcontractors shall comply with and the Contract is subject to the requirements and regulations of
the Federal Emergency Management Agency and the State of Florida Division of Emergency
Management pertaining to reporting.
S Jmmiaration and Naturalization Act,
(Applicable to all FEMA contracts}
Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC
§1324a(e) [§274A(a)(1) and (e)] of the Immigration and Nationality Act] and such employment of
unauthorized aliens shall be grounds for unilateral termination of the Contract/Agreement.
T. indemnity of Fundina Entities,
(Applicable to all FEMA contracts)
Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the
United States of America(including but not limited to the Federal Emergency Management Agency
and the Federal Highway Administration). and the City and their officers, agents, employees. and
elected officials from and against any and all liability, claims, damages, demands, expenses. fees,
fines, penalties, suits, proceedings, actions and cost of actions, including
attorneys' fees for trial and appeal, and for the preparation of same arising out of Contractor's, its
officers, agents, employees, and subcontractors'acts or omissions associated with this Contract.
U. Performance and Payment Bonds,
(Applicable to all FEMA Construction Contracts)
If not already required under the Contract, and if requested by the City,the Contractor shall, prior to
the commencement of operations,furnish a Performance and Payment Bond,executed by a surety
company authorized to do business in the State of Florida,in the amount of the estimated contract
value. which bond shall be conditioned upon the successful completion of all work,labor, services, and
materials to be provided and furnished under the contract and the payment of all subcontractors,
materials, and laborers. Said bonds shall be subject to approval bythe City.
PP Y
V. Materials and Supplies,
(Applicable to all FEMA contracts)
All manufactured and unmanufactured articles, materials, and supplies which are acquired for
public use under this Contract have been produced in the United States as required by 41 USC
§10a, unless it would not be in the public interest or unreasonable in cost.
W. Access to Records
(Applicable to all FEMA contracts: OHS Standard Terms and Conditions, v. 3.0 XXV)
(1) The Contractor agrees to provide the City, State, FEMA, the Comptroller General of the
United States or any of their authorized representatives access to any books, documents.
papers and records of the Contractor which are directly pertinent to the contract for the
purposes of making audits, examinations, excerpts and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Contractor agrees to provide the FEMA Administrator or his authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.
(4) The Contractor agrees to maintain all books, records, accounts and reports required under
the Contract for a period of not less than three (3) years after the date of termination or
expiration of the Contract, except in the event of litigation or settlement of claims arising from
the performance of the Contract, in which case Contractor agrees to maintain same until the
City, the State, FEMA, the Comptroller General, or any of their duly authorized
representatives, have disposed of all such litigation, appeals, claims or exceptions related
thereto.
(5) In compliance with the Disaster Recovery Act of 2018, the City and the Contractor
acknowledge and agree that no language in this contract is intended to prohibit audits or
internal reviews by the FEMA Administrator or the Comptroller General of the United States.
X. pHs Seal. Loao and Flags
(Applicable to all FEMA contracts: OHS Standard Terms and Conditions, v. 3.0 XXV)
The Contractor shall not use the OHS seal(s), logos, crests or reproductions of flags or likenesses
of OHS agency officials without specific FEMA approval.
Y. Fraud and False or Fraudulent or Related Acts
(Applicable to all FEMA contracts)
The Contractor acknowledges that 31 USC Chap. 38(Administrative Remedies for False Claims and
Statements)applies to the Contractor's actions pertaining to this Contract.
Z No Obligation by the Federal Government
(Applicable to all FEMA contracts)
The Federal Government or FEMA is not a party to the Contract and shall not be subject to any
obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the contract.
M. Subcontracts, (Applicable to all FEMA contracts)
To the extent applicable. the Contractor shall cause the inclusion of the provisions of this Addendum in
all subcontracts.
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing
the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City
as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance
companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+,. or higher. (NOTE: An
insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)
The following is a list of types of insurance required of consultants, lessees, etc., and the limits required by the City:
(NOTE: This list is not all inclusive, and the City reserves the right to require additional types of insurance, or
to raise or lower the stated limits, based upon identified risk.)
TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED
General Liability General Aggregate $ 1,000.000.00
Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00
Owners&Consultant's Protective(OCP) Personal&Adv. Injury $ 1,000,000.00
Liquor Liability Each Occurrence $ 1,000,000.00
Professional Liability Fire Damage(any one fire) $ 50,000.00
Employees&Officers Med. Expense(any one person) $ 5,000.00
Pollution Liability
Asbestos Abatement
Lead Abatement
Broad Form Vendors
Premises Operations
Underground Explosion&Collapse
Products Completed Operations
Contractual
Independent Consultants
Broad Form Property Damage
Fire Legal Liability
Automobile Liability Combined Single Limit $ 300,000.00
Any Auto Bodily Injury(per person) to be determined
All Owned Autos Bodily Injury(per accident) to be determined
Scheduled Autos Property Damage to be determined
Hired Autos Trailer Interchange S 50.000.00
Non-Owned Autos
PIP Basic
Intermodal
Garage Liability Auto Only, Each Accident S 1,000.000.00
Any Auto Other Than Auto Only $ 100,000.00
Garage Keepers Liability Each Accident $ 1,000,000.00
Aggregate $ 1,000,000.00
Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 100,000.00
Disease. Policy Limit $ 500,000.00
Disease Each Employee $ 100,000.00
Property
Homeowners Revocable Permit $ 300,000.00
Builder's Risk Limits based on Project Cost
Other- As Risk Identified to be determined
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AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND VENDOR
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City", and The Petestore of South Florida, hereinafter referred to as "Vendor", in
consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. PROJECT DESIGNATION. The Vendor is retained by the City to provide parts and service
for the City's fleet of medium/large vehicles and equipment.
2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A"
Scope of Services attached hereto and incorporated herein by reference, including the
provision of all labor, materials, equipment and supplies. No modifications will be made to the
original scope of work without the written approval of the City Manager or his designee. The
terms and conditions of Bid No. WH24-077 and Vendor's bid are expressly incorporated into
this Agreement by reference. Any conflict or discrepancy between the terms of this
Agreement, Bid No. WH24-077, and Vendor's bid, shall be resolved pursuant to the following
order of precedence (1) this Agreement, (2) Bid No. WH24-077; and 3. Vendor's bid.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving
of written notice by the City to the Vendor to proceed. Vendor shall perform all services and
provide all work product required pursuant to this Agreement.
4. TERM. The initial term of the contract shall be for five (5) years effective upon date the
contract is fully executed by all parties. The City of Boynton Beach Purchasing Manager in
consultation with the Finance Director may extend the agreement at the same terms, and
conditions, for three (3) one-year renewals (exercised separately) subject to vendor
acceptance, satisfactory performance as determined by the Purchasing Manager, and
determination by the Purchasing Manager that renewal will be in the best interest of the City.
Prices shall remain firm for the first 12-months of the Agreement. Annually thereafter, Vendor
may request a price increase subject to the City's approval. Any requested price adjustment
shall be fully documented and submitted to the City for consideration at least 60 calendar
days prior to the respective term anniversary date. An increase in cost of less than 2% for
each extension may be approved by the City administration and does not require Commission
approval. The price increase percentage change shall not exceed the previous 1-year's
percentage change of the Consumer Price Index for All Urban Consumers (CPI-U) published
by the U.S. Department of Labor's Bureau of Labor Statistics. Any approved price
adjustments shall become effective on the beginning date of the approved bid extension.
Such renewals are only effective and valid if in writing and executed by each parties'
authorized representative.
5. PAYMENT. The Vendor shall be paid by the City for completed work and for services
rendered under this Agreement in accordance with Exhibit "B" Schedule of Prices attached
hereto and incorporated herein by reference, as follows:
a. The annual amount not to exceed $700,000.00 for a total contract amount not to exceed
$3,500,000.00 over the total term of the Agreement, inclusive of all renewals.
b. Payment for the work provided by Vendor shall be made promptly on all invoices submitted
to the City properly, provided that the total amount of payment to Vendor shall not exceed the
total contract price without express written modification of the Agreement signed by the City
Manager or designee, and approved by the City Commission as required.
c. The Vendor may submit invoices to the City once per month during the progress of the
work for partial payment. Such invoices will be checked by the City, and upon approval
thereof, payment will be made to the Vendor in the amount approved.
Docusign Envelope ID:90773EF7-3C29-4C22-AFE3-26C8CFEF9878
d. Final payment of any balance due the Vendor 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 Agreement and its acceptance by the City.
e. 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.
f. The Vendor's records and accounts pertaining to this Agreement are to be kept available
for inspection by representatives of the City and State for a period of three (3) years after the
termination of the Agreement. Copies shall be made available upon request.
g. All payments shall be governed by the Local Government Prompt Payment Act, as set
forth in Part VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Vendor 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 Vendor shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
Vendor's endeavors.
7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state of Florida and City of Boynton
Beach, ordinances and regulations that are applicable to the services to be rendered under
this agreement.
8. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its officers,
agents, and employees, from and against any and all claims, losses, liability, damages, or
any portion thereof, including attorney fees and costs, which the City or its officers,
employees, or agents may incur as a result of claims, demands, suits, causes of actions or
proceedings of any kind or nature arising out of, relating to and resulting from the performance
of this Agreement by the Vendor, its employees, agents, partners, principals or
subcontractors. 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 parties understand and agree that the
covenants and representations relating to this indemnification provision shall survive the term
of this Agreement and continue in full force and effect as to the party's responsibility to
indemnify.
Nothing contained herein is intended nor shall be construed to waive City's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
9. INSURANCE. During the performance of the Work under this Agreement, Vendor shall
maintain the following insurance policies, and provide originals or certified copies of all
policies to City's Risk Management. All polices shall be written by an insurance company
authorized to do business in Florida. Vendor shall be required to obtain all applicable
insurance coverage, as indicated below, prior to commencing any Work pursuant to this
Agreement:
i. Worker's Compensation Insurance: The Vendor shall procure and maintain for the life of
this Agreement, Worker's Compensation Insurance covering all employees with limits
meeting all applicable state and federal laws. This coverage shall include Employer's Liability
Docusign Envelope ID:90773EF7-3C29-4C22-AFE3-26C8CFEF9878
with limits meeting all applicable state and federal laws. This coverage must extend to any
subcontractor that does not have their own Worker's Compensation and Employer's Liability
Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton
Beach, executed by the insurance company.
ii. Comprehensive General Liability: The Vendor shall procure and maintain for the life of
this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an
"Occurrence" basis. Coverage shall include Premises and Operations; Independent
consultants, Products-Completed Operations and Contractual Liability with specific reference
to Article 8, "Indemnification" of this Agreement. This policy shall provide coverage for death,
personal injury, or property damage that could arise directly or indirectly from the performance
of this Agreement. Vendor shall maintain a minimum coverage of$1,000,000 per occurrence
and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for
property damage.
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.
10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor 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 Vendor nor any employee of Vendor 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 Vendor, or any employee of
Vendor.
11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he 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 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 Vendor 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.
12. DISCRIMINATION PROHIBITED. The Vendor, 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.
13. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
14. 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.
Docusign Envelope ID:90773EF7-3C29-4C22-AFE3-26C8CFEF9878
15. TERMINATION.
a. Termination for Convenience. This Agreement may be terminated by the City for
convenience, upon fourteen (14) business days of written notice by the City to the
Vendor in which event the Vendor shall be paid its compensation for services
performed through the termination date, including services reasonably related to
termination. In the event that the Vendor abandons this Agreement or causes it to be
terminated, the Vendor shall indemnify the City against loss pertaining to this
termination.
b. Termination for Cause. This Agreement may be terminated for cause by the
aggrieved party if the party in breach has not corrected the breach within thirty (30)
calendar days after receipt of written notice from the aggrieved party identifying the
breach. This Agreement may be terminated for cause by City for reasons including,
but not limited to, Vendor's failure to suitably or continuously perform the services in
a manner calculated to meet or accomplish the objectives in this Agreement, or
repeated submission (whether negligent or intentional) for payment of false or
incorrect bills or invoices.
c. In the event of the death of a member, partner, or officer of the Vendor, or any of its
supervisory personnel assigned to the project, the surviving members of the Vendor
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 Vendor and the City, if the City so chooses.
d. Notice of termination shall be provided in accordance with the "Notices" section of this
Agreement.
e. In addition to any termination rights stated in this Agreement, City shall be entitled to
seek any and all available contractual or other remedies available at law or in equity
including recovery of costs incurred by City due to Vendor's failure to comply with any
term(s) of this Agreement.
16. 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 exclusively in Palm Beach County, Florida. This Agreement shall be
construed under Florida Law.
17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
Dan Dugger, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Notices to Vendor shall be sent to the following address:
Docusign Envelope ID:90773EF7-3C29-4C22-AFE3-26C8CFEF9878
Attn: General Counsel
2441 s. state Rd 7
Fort Lauderdale, FL 33317
18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Vendor 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 Vendor.
19. 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 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
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 STATUES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
Maylee DeJesus, CITY CLERK
100 E OCEAN AVE.
BOYNTON BEACH, FLORIDA, 33435
561-742-6061
DEJESUSM@BBFL.US
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20. SCRUTINIZED COMPANIES -- 287.135 AND 215.473
By execution of this Agreement, Contractor certifies that Contractor is not participating in a
boycott of Israel. 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 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.
21. 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.
22. UNCONTROLLABLE FORCES.
A. Neither the City nor Vendor shall be considered to be in default of this Agreement if delays
in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the
exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, governmental
sabotage, and
actions.
B. Neither party shall, however, be excused from performance if non-performance is due to
forces which are preventable, removable, or remediable, and which the non-performing party
could have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the other
party describing the circumstances and uncontrollable forces preventing continued performance
of the obligations of this Agreement.
23. E-VERIFY. Vendor is used interchangeably with Contractor throughout this Section. Vendor
certifies that it is aware of and complies with the requirements of Section 448.095, Florida
Statutes, as may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such
employer in exchange for salary, wages, or other remuneration. "Contractor" includes,
but is not limited to, a vendor or consultant.
Docusign Envelope ID:90773EF7-3C29-4C22-AFE3-26C8CFEF9878
ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for salary, wages, or other
remuneration.
iii. "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.
B. 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:
i. All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract;
ii. 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
iii. 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. MISCELLANEOUS.
A. No assignment by a party hereto of any rights under or interests in this Agreement will be
binding on another party hereto without the written consent of the party sought to be
bound; and specifically but without limitation, money that may become due and money
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 this Agreement.
B. 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 this
Docusign Envelope ID:90773EF7-3C29-4C22-AFE3-26C8CFEF9878
Agreement.
C. 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.
D. 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.
E. 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.
F. Public Entity Crimes Act: Vendor represents that it is familiar with the requirements and
prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. Vendor further
represents that there has been no determination that it committed a "public entity crime"
as defined by Section 287.133, Florida Statutes, and that it has not been formally charged
with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether Vendor has been placed on the convicted vendor list.
G. Anti-Human Trafficking: On or before the Effective Date of the Agreement, Vendor shall
provide City with an affidavit attesting that the Vendor does not use coercion for labor or
services, in accordance with Section 787.06(13), Florida Statutes.
H. Sovereign Immunity: Nothing contained herein is intended to serve as a waiver of
sovereign immunity by the City or as a waiver of limits of liability or rights the City may
have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.
I. Countries of Concern: Vendor represents that it is, and for the duration of the Term will
remain, in compliance with Section 286.101, Florida Statutes.
J. 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 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. This Agreement may be amended only by
written instrument signed by both City and Vendor.
(Signatures on Following Page)
Docusign Envelope ID:90773EF7-3C29-4C22-AFE3-26C8CFEF9878
DATED this day of , 20
CITY OF BOYNTON BEACH
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Printed Name of Authorized Official
General Manager
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City of Boynton Beach
EXHIBIT A
SCOPE OF SERVICES
Vendor will provide parts and service for medium/large heavy-duty truck and equipment on an
as-needed basis for the City of Boynton Beach, Florida. Specific items will be selected and
ordered via purchase order.
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EXHIBIT B
SCHEDULE OF PRICES
Parts
Autocar — 5% Discount
Caterpillar — 5% Discount
International — 5% Discount
Peterbilt— 11% Discount
Service
Autocar - $205.00 hourly rate
Caterpillar - $205.00 hourly rate
Peterbilt - $205.00 hourly
Docusign Envelope ID:90773EF7-3C29-4C22-AFE3-26C8CFEF9878
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing
the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City
as"Certificate Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance
companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE: An
insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.)
The following is a list of types of insurance required of consultants, lessees, etc., and the limits required by the City:
(NOTE: This list is not all inclusive,and the City reserves the right to require additional types of insurance,or
to raise or lower the stated limits, based upon identified risk.)
TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED
General Liability General Aggregate $ 1,000,000.00
Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00
Owners&Consultant's Protective(OCP) Personal&Adv. Injury $ 1,000,000.00
Liquor Liability Each Occurrence $ 1,000,000.00
Professional Liability Fire Damage(any one fire) $ 50,000.00
Employees&Officers Med. Expense(any one person) $ 5,000.00
Pollution Liability
Asbestos Abatement
Lead Abatement
Broad Form Vendors
Premises Operations
Underground Explosion&Collapse
Products Completed Operations
Contractual
Independent Consultants
Broad Form Property Damage
Fire Legal Liability
Automobile Liability Combined Single Limit $ 300,000.00
Any Auto Bodily Injury(per person) to be determined
All Owned Autos Bodily Injury(per accident) to be determined
Scheduled Autos Property Damage to be determined
Hired Autos Trailer Interchange $ 50,000.00
Non-Owned Autos
PIP Basic
Intermodal
Garage Liability Auto Only, Each Accident $ 1,000,000.00
Any Auto Other Than Auto Only $ 100,000.00
Garage Keepers Liability Each Accident $ 1,000,000.00
Aggregate $ 1,000,000.00
Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 100,000.00
Disease, Policy Limit $ 500,000.00
Disease Each Employee $ 100,000.00
Property
Homeowners Revocable Permit $ 300,000.00
Builder's Risk Limits based on Project Cost
Other- As Risk Identified to be determined