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HomeMy WebLinkAboutContract 2025-047ADocusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 AGREEMENT No. 2025-047 ELECTRICAL EQUIPMENT INSPECTION, TESTING, REPAIR, AND MAINTENANCE THIS AGREEMENT is made and entered into this 13rd day of May 2025, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida (hereinafter referred to as "CITY'), and TEAMWORKNET, INC., whose address is: 4265 New Tampa Hwy., Ste. 1, Lakeland, FL, 33815, (hereinafter referred to as "CONTRACTOR"). WHEREAS, City of Lake Worth Beach, through the public procurement process, awarded an Agreement for Electrical Equipment Inspection, Testing, Repair, and Maintenance Contract No. RFP 23-206; WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto, and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the City of Lake Worth Beach Contract Number RFP 23-206; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall furnish electrical equipment inspection, testing, repair, and maintenance services as described in the City of Lake Worth Beach Contract Number RFP 23- 206, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances, the CITY purchasing policy, resolutions, and ordinances shall apply. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR for the faithful performance of the Agreement as set forth in the Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. 3. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties, and shall remain in effect until September 27, 2026 unless terminated or renewed by City of Lake Worth Beach. Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work properly performed and accepted prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for two (2) additional one (1) year terms.. 4. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to CITY the services contained under the Scope of Work upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in City of Lake Worth Beach Contract Number RFP 23-206 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if there is an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may, at its sole option, cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas, and bio-diesel so as to comply with the warranties and specifications hereof. 2 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 5. PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR shall submit an invoice to the CITY upon completion of the services and delivery of products as set forth in the applicable purchase order. The CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed products delivered and services provided within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION - MEDIATION A. Any claim, dispute, or other matter arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes, and other matters in question between them by mediation. C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liability Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: 3 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 A. CONTRACTOR's Commercial General Liability, $1,000,000 Each ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit C. Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses, and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a parry indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. B. In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 8. NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the 4 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: Teamworknet, Inc. 4265 New Tampa Hwy., Ste. 1, Lakeland, FL, 33815 Attn: Paul D. Gates, CEO OWNER: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Rick Van Wagner, Interim City Manager Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing. 9. MISCELLANEOUS 9.1. Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 5 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 9.4. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Agreement This Agreement, including the documents incorporated by reference, contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 9.6. Assignment Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of CITY. 9.7. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Florida. 9.9. Public Records The CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, including the following: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in Florida's Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. The CONTRACTOR shall make reasonable efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. 0 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331. 10. AGREEMENT DOCUMENTS The Agreement Documents, as listed below, are herein made fully a part of this Agreement as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order / Notice To Proceed C. An applicable Contractor Quote or Statement of Work D. All documents contained in the City of Lake Worth Beach Contract Number RFP 23-206. 7 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT ATTEST E-- igned by: DocuSigned by: — TA05B344A.- Fiowc 99CA96BEB984B7... 3AD7F349056344A... SIGNATURE Tim Murry FULL NAME Mayor TITLE 6/10/2025 DATE SIGNED TEAMWORKNET, INC. DocuSigned by: Pain, 0. �S A23406BBA2FF450... SIGNATURE Paul D. Gates FULL NAME 6/10/2025 DATE SIGNED CEO TITLE SIGNATURE Tracy Ackroyd Howe FULL NAME City Clerk TITLE 6/11/2025 DATE SIGNED IDS Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 Exhibits List A - Lake Worth Beach RFP #23-206 B - Lake Worth Beach Pricing Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 Exhibit A Lake Worth Beach RFP #23-206 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 C-2583 9/26/23 RM NB -I ELECTRICAL EQUIPMENT INSPECTION TESTING REPAIR AND MAINTENANCE CONTRACT RFP #23-206 THIS CONTRACT for Electrical Equipment Inspection, Testing, Repair, and Maintenance("Contract") is entered on 9/28/2023 by and between the City of Lake Worth Beach, a Florida municipal corporation ("City") and TEAMWORKnet, Inc., a corporation authorized to do business in the State of Florida "Contractor") with its principal office located at 4265 New Tampa Hwy, Ste. 1, Lakeland, FL 33815 WHEREAS, the City issued Request for Proposals #23-206 for the Electrical Equipment Inspection, Testing, Repair, and Maintenance ("RFP"); and WHEREAS, the Contractor submitted its proposal in response to the RFP; and WHEREAS, the City desires to award the RFP to the Contractor on a non-exclusive basis for the Electrical Equipment Inspection, Testing, Repair, and Maintenance; and WHEREAS, the City finds awarding the REP to the Contractor as described herein serves a valid public purpose. NOW THEREFORE, the City hereby engages the services ofthe Contractor, and in consideration ofthe mutual promises. herein contained, the sufficiency of which is hereby acknowledged by both parties, the parties agree as follows: Article 1. GENERAL INFORMATION. 1.1 Scope of Services/Work, The Contractor shall provide the services and work requested by the City and required under a City approved work order or purchase order as described herein. The general nature of the services and work to be provided by the Contractor under this Contract are the electrical Equipment Inspection, Testing, Repair, and Maintenance. 1.2 Contract Documents. The Contract Documents are incorporated herein by reference as if set forth in this Contract and comprise the entire agreement between the City and Contractor. The Contract Documents consist of this Contract, the RFP (including, but not limited to, the documents issued with the RFP as the scope and specifications, the drawings, addenda, attachments and exhibits); and, any duly executed and City issued work orders, purchase orders, and change orders, and any Contract amendments signed by parties. If, during the performance of the work, the Contractor finds an ambiguity, error or discrepancy in the Contract Documents, the Contractor shalt so notify the City, in writing, within five (5) business days and before proceeding shall obtain a written interpretation or clarification. Failure to obtain a written interpretation or clarification will be deemed a waiver of the ambiguity, error or discrepancy by the Contractor. The City will not be responsible for any oral instructions, clarifications, or other communications except those provided in writing in response to Contractor's request for clarification of an ambiguity, discrepancy or error. In resolving conflicts in any of the Contract Documents, the order of precedence shall be as follows: First Priority: Fully executed Change Orders or Contract amendments Second Priority: This Contract Third Priority: Fully executed and City issued Work Orders or Purchase Orders Fourth Priority: RFP 1.3 Contract Administrator. Whenever the term Contract Administrator is used herein, it is intended to mean the City Manager or des! nee Cit • of Lake Worth Beach, Florida. In the administration of this Page 1 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 Contract, all parties may rely upon instructions or determinations made by the Contract Administrator except that all requests and/or determinations that result in an increase in change in time of completion and/or an increase in the contract price shall require a formal change order or contract amendment executed by the City Manager or the City Commission (depending on the authority set forth in the City's Procurement Code). 1.4 Work Orders. This Contract does not guarantee that the City will utilize the Contractor in any capacity or for any services hereunder. When the City identifies a need for the Contractor's services, the City will request a proposal from the Contractor to provide the services requested. The City will provide the Contractor with plans and/or specifications in order for the Contractor to develop its proposal. The Contractor's proposal shall be submitted in the format of the sample work order, attached hereto and incorporated herein as Exhibit "A" along with a copy of the Contractor's proposal and shall be based on the Hourly Billing Rates attached hereto and incorporated herein as Exhibit "B". Upon receipt of the Contractor's proposed work order and proposal, the City shall decide in its sole discretion whether to award the work order to the Contractor. Depending on the lump sum amount of each work order, the work order may be awarded by the City Manager (if within City Manager's purchasing authority (currently not to exceed $50,000)) or the City Commission. If the work order is approved by the City, the Contractor shall commence the identified services upon the City's approval of the work order fbr the services and issuance of a notice to proceed. The City reserves the right to reject any and all proposals submitted by the Contractor. A City -approved work order shall include (by reference) the plans and/or specifications provided by the City to the Contractor. The Contractor shall not provide services under this Contract without a City issued Work Order (or Purchase Order as discussed below) specifically for the stated services. 1.5 Purchase Order(s). The City's ordering mechanism for individual projects involving urgently required work and/or repairs in the amount of $15,000 or less under this Contract will be by a City issued Purchase Order(s); however, the terms and conditions stated in a City Purchase Order(s) shall not apply; the terms and conditions set forth in this Contract shall apply. The Contractor shall not provide services under this Contract without a City Purchase Order specifically for the stated services. The Contractor shall provide the amount of requested services and price listed in each Purchase Order and not exceed amounts expressed on any Purchase Order. CONTRACTOR shall be liable for any excess services or costs not specifically stated in the Purchase Order(s). Services provided pursuant to a City issued Purchase Order(s) under this Contract shall not exceed $50,000 per year without additional City Commission approval. 1.6 FISCAL YEAR. The City's Fiscal Year ends on September 30th of each calendaryear. The City cannot authorize the purchase of services beyond September 30th of each calendar year, prior to the annual budget being approved by the City Commission. Additionally, the City must have budgeted appropriate funds for the goods and services in any subsequent Fiscal Year. If the budget is approved fbr said goods and services, the City will issue a new Work Order(s) or Purchase Order(s) each Fiscal Year for required and approved services. 1.7 Term. The term of this Contract shall be for three (3) consecutive years, with possibility of extension for additional two (2), one (1) year renewal terms upon the mutual agreement of both parties. The renewal term(s) may be approved by the City Manager on behalf of the CITY. Notwithstanding the foregoing, this Contract may be terminated as set forth in the Contract Documents. 1.8 Hourly Billing Rates. The Hourly Billing Rates set forth as Exhibit "B" shall remain fixed for the first three (3) years of this Contract. If due to applicable price escalations and/or reductions which impact the Contractor's 1-Iourly Billing Rates, the City and Contractor may execute a written amendment to this Contract to establish new Hourly Billing Rates for the renewal term(s). The City Manager may approve changes in the Hourly Billing Rates based on the recommendation of the City's Electric Utility Director or designee. Article 2. CONTRACT TIME. 2.1 All services and work to be provided under a City -approved work order shall be provided in a timely Page 2 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 manner as time is of the essence under this Contract. 2.2 The Contractor shall not be considered in default by reason of a delay in timely performance if such delay and failure arise out of causes reasonably beyond the control of the Contractor or its subcontractors (if authorized) and without the Contractor's or subcontractor's fault or negligence. Upon the Contractor's request, the City shall consider the facts and extent of any such delay and failure to timely perform the work for reason beyond the control of the Contractor and, if the Contractor's delay and failure to timely perform was without it or its subcontractors' fault or negligence, as reasonably determined by the City, the time of completion shall be extended for any reasonable time that the City may reasonably decide; subject to the City's rights to change, terminate, or stop any or all of the work at any time. If the Contractor is delayed at any time in the progress of the work by any act or neglect of the City or its employees, by an approved written change in the scope from the original Contract Documents, or by any other contractor employed by the City, or by changes ordered by the City or in an unusual delay in transportation, unavoidable casualties, or any causes beyond the Contractor's reasonable control, or by delay authorized by the City pending negotiation or by any cause which the City shall reasonably decide justifies the delay, then the time of completion shall be extended for any reasonable time the City may reasonably decide. The Contractor must provide the City with written notice of any delay claims and no extension of time shall be made for any delay occurring more than five (5) days before a claim therefore is made in writing to the City. In the case of continuing cause of delay, only one (1) claim is necessary. With the exception of an approved written change in the scope from the original Contract Documents, the Contractor's sole remedy for a delay in completion of the work for any reason will be an extension of time to complete the work and Contractor specifically waives any right to seek any monetary damages or losses for a delay in completion of the work, including, but not limited to, waiving any right to seek monetary amounts for lost profits, additional overhead, salaries, lost productivity, efficiency losses, or any other alleged monetary losses which may be allegedly suffered by Contractor due to a delay in completion of the work. Provided, however, and subject to sovereign immunity under section 768.28, Florida Statutes, that this provision shall not preclude recovery or damages by the Contractor for hindrances or delays due solely to fraud, bad faith or active interference on the part of the City. Otherwise, the Contractor shall be entitled only to extensions of the Contract Times as the sole and exclusive remedy for such resulting delay, in accordance with and to the extent specifically provided above. Article 3. PAYMENT PROCEDURES 3.1 Generally. The Contractor shall submit invoices on a monthly basis detailing all work accomplished in the prior month and all materials installed and used in the work pursuant to City approved work order or. Contractor's invoices shall be submitted to: City of Lake Worth Beach Attn: Finance Department 7 N. Dixie Highway Lake Worth Beach, FL 33460 The City's Contract Administrator or designee will review each invoice submitted by the Contractor. if approved, the City will make payment in accordance with the Contract Documents. If not approved, the City will notify the Contractor within twenty (20) business days of the City's receipt and identify the action necessary to correct the invoice or a deficiency. 3.2 Payment to the Contractor shall be made pursuant Florida's Prompt Payment Act (for construction services), section 218.735, Florida Statutes (2023), except as provided herein. Specifically, the City will withhold five percent (5%) of each payment from a City issued work order to the Contractor as retainage until fifty percent (50%) of the work is completed by the Contractor. After fifty percent (50%) of the work is completed, upon written request from the Contractor, the Contract Administrator may agree in writing with the Contractor to release a portion of the retainage not to exceed fifty percent (50%) of the total retainage amount. Page 3 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 Within twenty (20) business days of the finalization of the punch -list described below and upon receipt of a payment request from the Contractor, the City will pay the Contractor all retainage held less an amount equal to 150% of the estimated cost to complete the items on the list. Upon completion of all items on the finalized punch -list, the Contractor may submit a request for release of all retainage. 3.3 In accordance with section 218.735(7), Florida Statutes (2023), at least five (5) days prior to reaching substantial completion, the Contractor shall create a proposed punch -list of items that must be completed by the Contractor prior to the Contractor submitting its final payment request. The Contractor's proposed punch -list must include all items of work which remain to be completed and the estimated cost to complete each work item on the list. Upon receipt of the Contractor's proposed punch -list, the City will have ten (10) days to review,. make modifications, or agree to the proposed punch -list. If the City does not make any modifications to the Contractor's proposed punch -list within ten (10) days of receipt, the proposed punch -list will be deemed accepted by the City. The City's Contract Administrator or designee will resolve any disputes in the punch -list and determine the final punch -list for the parties within 30-days of the Contractor reaching substantial completion. Once the punch -list is accepted by the City and finalized by the City's Contract Administrator or designee, the Contractor shall have five (5) days to complete all items on the finalized punch -list. The failure of either party to include any corrective work or pending items on the finalized punch -list does not alter the responsibility of the Contractor to complete all construction services purchased under the applicable work order. The Contractor's proposed punch -list and modifications by the City may be by informal written notice (e.g., email., fax, or hand -delivery); however, proof of delivery shall be kept by the party providing the informal,written notice to the other party. 3.4 :Final Payment. Upon final completion and acceptance of the work. in accordance with the Contract Documents (including all punch -list items) and final inspection by the appropriate agency with jurisdiction over the project (if other than the City), the Contractor shall submit a "final invoice" to the City. In order for both parties to close their books and records, the Contractor will clearly state "FINAL" on the Contractor's final invoice. This certifies that all work under the applicable work order has been properly completed and all charges have been invoiced to the City. Since this account will thereupon be closed, any and other further charges if not properly included in this final invoice are waived by the Contractor. if the Contractor's Final Invoice is approved as set forth above, the City shall pay the remainder of the work order price including: any amount held as retainage. 3.5 Notwithstanding the foregoing, the City shall not be required to pay or release any amount of retainage that is subject of a good faith dispute made in writing; the subject of a claim brought pursuant to section 255,05, Florida Statutes, or otherwise the subject of a written claim or demand by the City.. 3.6 Final payment shall not become due until the Contractor and all of its subcontractors submit to the City releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests or encumbrances arising out of the Contract Documents or otherwise related to the Program, 3.7 Acceptance of final payment by the Contractor or a subcontractor shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final invoice. Article 4. SUBCONTRACTS The Contractor represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the City. All of the services required hereunder shall be performed by the Contractor or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such 'services. The Contractor shall furnish Page 4 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 services in a manner consistent with industry standards and to a level of professional skill generally acceptable in the industry with regard to services of this kind. The Contractor shall comply with all applicable laws in the provision of services under this Contract. The Contractor agrees that it is fully responsible to the City for the acts and omissions of subcontractors and of persons either directly or indirectly employed by the Contractor. Nothing contained herein shall create any contractual relationship between any, subcontractor and the City. All of the Contractor's personnel (and all subcontractors) while on City premises, will comply with all City requirements governing conduct, safety, and security. The City reserves the right to request replacement of any of subcontractor or subcontractor's personnel furnished by the Contractor upon written notice by City to Contractor of the cause for such replacement. All work performed by a subcontractor will be at cost to the City without any mark-up by the Contractor. All subcontractors must provide the same level and type of insurance as required of the Contractor under this Contract prior to commencing any services. The Contractor shall submit the subcontractors' proof of insurance upon receipt of a notice to proceed. Article S. INDEMNITY AND INSURANCE. 5.1 The Contractor agrees to assume liability for and indemnify, hold harmless, and defend the City, its commissioners, mayor, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorney's fees, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance of this Contract. The Contractor's liability hereunder shall include all attorney's fees and "costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor's expense. The City shall have the right, at its option, to participate in the defense of any third -party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts' fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City's reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause. its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. 5.2 INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage Page 5 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 as required in the RFP. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is, named, and shall do nothing to impair or invalidate any applicable insurance coverage. Article 6. REIMBURSEMENT OF ENGINEER EXPENSES. Should the completion of a work order be delayed beyond the specified or adjusted time limit, Contractor shall reimburse the City for all expenses of engineering and inspection incurred by the City during the period between said specified or adjusted time and the actual date of final completion. All such expenses for engineering and inspection incurred by the City will be charged to Contractor and be deducted from payments due Contractor as provided by this Contract. Said expenses shall be further defined as engineer charges associated with the construction contract administration, including resident project representative costs. All such expenses shall be separate from and in addition to any Liquidated Damages as provided for in an applicable Work Order. Article 7. TERMINATION. 7.1 TERMINATION BY CITY: The City may terminate. any work order, the Contract and/or the Contract Documents if the Contractor is in default as follows: (a) refuses or fails to supply enough properly skilled workers or proper materials to timely and competently complete the work; (b) fails to make payment to subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the subcontractors; (e) disregards or takes action contrary to any laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; (d) takes action, short of declaring bankruptcy, evidencing insolvency; (e) fails to prosecute the services or work in a timely manner and reasonably be unable to reach substantial completion and/or 'final completion within the timeframe(s) required; (t) fails or refuses to provide and/or maintain insurance or proof of insurance as required by the Contract Documents; or, (g) otherwise is in breach of a provision of the Contract Documents. When any of the above reasons exist, the City, may without preJ udice to any other rights or remedies of the City and after giving the Contractor and the Contractor's surety (if applicable), written notice and five (5) days "to cure, terminate the work order, Contract and/or Contract Documents and may: (a) take possession of the site and of all materials, equipment, tools., and construction equipment and machinery thereon owned by or paid for by the City, and, (b) finish the work by whatever reasonable method the City may deem expedient. The Contractor and its surety (if any) shall be liable for any damage to the City, including additional attorney and engineering/architecturat fees, resulting from the Contractor's termination under this provision by the City, including but not limited to, and any increased costs incurred by the City in completing the work. When the City terminates the Contract for one of the reasons stated above, the Contractor shall not be entitled to receive further payment, if any, until the work is finished, Page 6 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 Should it be determined by a mediator or a court of competent jurisdiction that the City wrongfully terminated the Contract, then the Contractor agrees to treat such termination as a termination for convenience. 7.2 TERMINATION BY THE CITY FOR CONVENIENCE The City may, at any time, terminate the Contract and Contract Documents for the City's convenience and without cause. Upon receipt of written notice from the City of such termination for the City's convenience, the Contractor shall: (a) cease operations as directed by the City in the notice; (b) take actions necessary, or that the City may direct, for the protection and preservation of the work; and (c) except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. In case of such termination for the City's convenience, the Contractor shall be entitled to receive payment for work executed, and costs incurred by reason of such termination including termination payments to subcontractors and demobilization costs. Article 8. TAXES AND DIRECT PURCHASES. 8.1 TAXES: The City is exempt from payment of Florida State Sales and Use Tax. The Contractor is not authorized to use the City's Tax Exemption Number unless approved in writing. 8.2 DIRECT PURCHASES: For certain projects, the City may seek to make direct purchases of equipment or materials to be used by the Contractor. Pursuant to Section 212.08(6), Florida Statutes, and the Fla. Admin. Code Ann. R. 12A-1.094 and 12A-1.038, the Parties agree to the following procedure regarding the City's direct - purchase from vendors of certain equipment and materials to be used in specific projects: 8.2.1 The City reserves the right, at the City's option, to direct purchase equipment and materials involved in a specificproject, including subcontracts, if any so as to save the sales tax which would otherwise have been due with regard to the same. The Contractor and its subcontractors shall comply with the City's direct purchase procedures, including but not limited to those listed below. 8.2.2 As specifically set forth in a City issued work order, within 30 days (or other time as specified in the work order), the Contractor will present a list of direct purchase equipment for the City's consideration which will include the recommended vendors' name; the price quotes from all vendors provided to the Contractor; and, any terms and conditions the Contractor has negotiated with the recommended vendors. The City will then inform the Contractor as to which equipment it will direct purchase. In the event the City fails to exercise its option to direct purchase equipment and identify which equipment is to be purchased by the City within thirty (30) calendar days of receipt of the list from the Contractor, the City shall waive its right to direct purchase any and all equipment to be used in completion of the work under the applicable work order. 8.2.3 The Contractor is responsible for selecting each direct purchase vendor, subject to City approval. The Contractor is responsible for specifications, equipment receipt, inspecting shipments, and assuring that the equipment is in accordance with the work order and the Contractor's specifications. The Contractor is also responsible for providing the City with enough advance notice of when the direct purchase equipment will need to be ordered and delivered. In absence of the Contractor's receipt of a written notice of City's disapproval of a vendor within thirty (30) calendar days of City's receipt of the vendor/material list referenced in 9.2.2, the City shall be deemed to have Page 7 of.22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 waived any and all objections thereto. 8.2.4 The Contractor shall retain all responsibility for installing all equipment relating to the work and for maintaining the construction schedule so long as the City timely orders and pays for the correct direct purchase equipment. The City's direct purchase mechanism to effectuate tax savings in no way effects the obligation of the Contractor to meet all of the terms and conditions and all provisions and technical specifications of the. Contract Documents. The, Contractor shall be responsible for insuring all equipment once the equipment is in its care, custody and control, regardless of whether directly purchased by City. 8,2.5 The City will issue a direct purchase order to the vendor of the direct purchase equipment at the price proposed in the Contractor's or its subcontractor's bid, less sales tax. The City will promptly send a copy of the issued purchaser order to the Contractor. 8.2.6 It will be the Contractor's primary responsibility to properly expedite and follow up on direct purchase orders, thereby assuring delivery of the equipment as ordered and at the time and place needed by the Contractor to complete the work in accordance with the work order and construction schedule. To the extent required by the Contractor, the City shall cooperate with all requests of the Contractor related to the expedition of and follow upon direct purchase orders, 8.2.7 The Contractor shall take delivery, unload, and install the equipment purchased on the direct purchase order in accordance with the work order and the Contract Documents with the vendor to repair, replace, and make good any defect without cost to the City, until such time, as the work has been completed and accepted by City in accordance with the Contract Documents. The City, with assistance from the Contractor, will be responsible for undertaking and completing any returns of direct purchase equipment as requested by the Contractor and working with the vendor to effectuate any credits or warranties for the returned equipment (if applicable). Any returns not replaced shall be credited to City and acknowledged by a supplement to the direct purchase order and, if applicable, amendment to the Contract Sum, The Contractor shall not be responsible for warranting the direct purchase equipment.to the City; however, the Contractor shall be responsible for facilitating the vendor's warranty of the direct purchase equipment and the Contractor shall be responsible for warranting the work to install and/or incorporate the equipment. The Contractor shall maintain records of all direct purchases received and incorporated into the work and provide the City with a monthly accounting until all direct purchase items that are received and accepted for inclusion in the specific project. 8.2.8 When delivery of a direct purchase order is complete, or a payment is to be made on a partial shipment, the Contractor will timely submit to City the documentation supporting the equipment received. Invoices for direct purchase orders will be sent by the direct purchase vendor directly to City's Finance Department, with all such invoices addressed to and in the name of the City. The City's Finance Department will forward invoices to the City's Contract Administrator. The City's Contract :Administrator will forward the invoices to the Contractor to verify delivery and sign the invoice and associated documentation supporting the amount of the payment: The City will make timely payment to all vendors in compliance with each vendor's payment procedures. The City will take title. to all equipment ordered through direct purchase upon or at the time of purchase. The Contractor will assist City in assuring prompt payment by supplying the vendor's FEI numbers, addresses, phone numbers, etc, All payments will be made in accordance with the Florida Prompt Payment Act. Article 9. CONTRACTOR'S REPRESENTATIONS AND AGREEMENTS. In order to induce the City to enter into this Contract, the Contractor makes the following representations:. 9.1 Contractor has or will familiarize itself with the nature and extent of the Contract Documents, work, Page 8 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work prior to commencing the work under an applicable Work Order. All work shall be performed consistent with all applicable laws and regulations. 9.2 Contractor agrees to be solely responsible for compliance with all applicable environmental regulations, for any liability arising from non-compliance with the regulations and to reimburse the City for any loss incurred in connection therewith. This compliance provision specifically includes the Contractor's compliance with all applicable standards, orders or regulations including, without limitation, those issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). 9.3 Contractor agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of all new employees hired by the Contractor during the term of this Contract. 9.4 The Contractor represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business and provide the work required under the Contract Documents. Proof of such licenses and approvals shall be submitted to the City upon request. Article 10. INFRINGEMENT INDEMNITY. 10.1 The Contractor will defend or settle at its expense a claim or suit brought by a third party against the City arising out of a claim asserting that the services, work, repair, materials or other deliverables ("deliverables" hereafter) provided by the Contractor under the Contract Documents (if any) infringes any U.S. copyright or any U.S. patent or misappropriates a trade secret. The Contractor will indemnify and hold harmless the City against and from damages, costs, and attorneys' fees, if any and at all levels of trial and appeal or mediation or arbitration, finally awarded in such suit or the amount of the settlement thereof; provided that (i) the Contractor is promptly notified in writing of such claim or suit, (ii) the Contractor will have the sole control of the defense and settlement thereof, and (iii) City furnishes the Contractor, on reasonable request, information available to City for such defense. The City will not admit any such claim without prior consent of the Contractor. a. In the event of a claim of infringement, the Contractor shall, at its option: I. procure for City the right to continue using the deliverables provided under the Contract Documents; or 2. replace or modify the deliverables so that the same becomes non -infringing but substantially equivalent in functionality and performance. 3. If neither of the above actions is reasonably feasible, the Contractor will refund to City the fee actually paid by City under the Contract Documents (as amortized on a straight- line basis over the time in which the City was able to use the deliverables. b. The Contractor will have no obligation under this section for infringement if and to the extent that such claim arises from: 1. modification of the deliverables other than by the Contractor or by its recommendation; or 2. combination of the deliverables with products other than those supplied by the Contractor; and, 3. the alleged infringement or misappropriation relates to such modification or combination. Page 9 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 c. The Contractor will also not have any indemnification obligation with respect to a claim: (i) if it has provided City with reasonable changes that would have avoided the problem and the reasonable changes are not fully implemented by City within a reasonable time or (ii) arising out use of the deliverables not in accordance with the Contract Documents. d: The Contractor's obligation to indemnify, defend and hold harmless shall remain in effect and shall be binding upon the Contractor whether such injury or damage shall accrue, or may be discovered, before or after termination or expiration of the Contract Documents. Article 11. MISCELLANEOUS. 11.1 The City and Contractor each binds itself, its partners, its successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants,: agreements and obligations contained in the Contract Documents. 11,2 Additional work and/or changes to a work order's price and/or time, is subject to the City's prior written approval. Only the City Manager and City Commission (based on the procurement code) have the authority to approve such additional work and changes. 11.3 The headings contained in this Contract are inserted for convenience of reference only and shall not be a part or control or affect the meaning hereof. 11.4 This Contract may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall be deemed to be an original, but each of which together shall constitute one and the same instrument. 11.5 This Contract (together with the other Contract Documents) supersedes any and all prior negotiations and oral or written agreements heretofore made relating to the subject matter hereof and, except for written agreements, if any, executed and delivered simultaneously with or subsequent to the date of this Contract, constitutes the entire agreement of the parties relating to the subject matter hereof. This Contract may not be altered or amended except by a writing signed by the parties hereto. No waiver of any of the terms or conditions of this Contract shall be effective unless in writing and executed by the party to be changed therewith. No waiver of any condition or of the breach of any term, covenant, representation, warranty or other provision hereof shall be deemed to be construed as a further.or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation, warranty or other provision contained in this Contract. 11.6 This Contract shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and assigns. 11.7 This Contract shall be governed by and construed and interpreted in accordance with the laws of the State of Florida. Each of the parties hereto (a) irrevocably submit itself to the exclusive jurisdiction of the Fifteenth Judicial Circuit Court in and for Palm Beach County, Florida for state actions and jurisdiction of the United States District Court for the Southern District of Florida, Palm Beach Division, for the purposes of any suit, action or other proceeding arising out of, or relating to, this Contract; (b) waives and agrees not to assert against any party hereto, by way of motion, as a defense. of otherwise, in any suit, action or other proceeding, any claim that it is not personally subject to the jurisdiction of the above -named, courts for any reason whatsoever; and (c) to the extent permitted by applicable law, any claim that such suit, action or proceeding by any part hereto is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper or that this Contractor the subject matter hereof may not be enforced in or by such courts. 11.8 This Contract shall create no rights or claims whatsoever in any third party. Page 10 of22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-413OF69D44E78 11.9 If any one or more of the provisions of the Contract shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 11.10 The effective date of this Contract is the date the Contract is approved by the City Commission. I t.11 Public Records: The Contractor shall comply with Florida's Public Records Act, Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the City as provided under section 119.011(2), Florida Statutes, specifically agrees to: (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 or designee, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Contract and following completion of this Contract if the Contractor does not transfer the records to the City. (d) Upon completion of this Contract, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records or designee, in a format that is compatible with the information technology systems of the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 1199 FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS OR DESIGNEE AT: ATTENTION CITY CLERK, (561) 586-1660 OR CITYCLERK LAKEWORTHBEACHFL.GOV OR 7 NORTH DIXIE HIGHWAY, LAKE WORTH BEACH, FL 33460. 11.12 This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. 11.13 In accordance with Palm Beach County ordinance number 2011-009, the Contractor acknowledges that this Contract may be subject to investigation and/or audit by the Palm Beach County Inspector General. The Contractor has reviewed Palm Beach County ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance. 11.14 If any legal action or other proceeding is brought for the enforcement of this Contractor the Contract Documents, or because of an alleged dispute, breach, default or misrepresentation in connection with any Page 11 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 provisions of this Contract or the Contract Documents, each party shall be responsible for their own attorney's fees at all levels. EACH PARTY ALSO AGREES AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL ARISING OUT OF ALLEGED DISPUTE, BREACH, DEFAULT, MISREPRESENTATION OR ANY OTHER CLAIM IN CONNECTION WITH OR ARISING FROM ANY PROVISION OF THIS CONTRACT OR THE CONTRACT DOCUMENTS 11.15 Each of the parties agrees to perform its obligations under the Contract Documents in conformance with all laws, regulations and administrative instructions that relate to the parties' performance of the work and under the Contract Documents. 11,16 All documents, including but not limited to drawings, specifications, plans, reports, other items and data or programs stored in hard -copy, electronically or otherwise (collectively referred to as "Documents" hereafter), prepared by the Contractor or its subcontractors under this Contract shall be considered a "Work for Hire" and the exclusive property of the City. To the extent such Documents may not be deemed a "Work for Hire" under applicable law, Contractor and Contractor's Subcontractors will assign to the City all right, title and interest in and to Contractor and/or Contractor's Subcontractors' copyright(s) for such Documents. Contractor shall execute and deliver to City such instruments of transfer and take such other action that City may reasonable request, including, without limitation, executing and filing, at City's expense, .copyright applications, assignments and other documents required for the protection of City's right to such Documents. The Contractor shal l retain copies of the Documents for a period of three (3) years from the date of completion of the Program. The City grants to the Contractor and Contractor's subcontractors the right and/or limited license to use a portion of the Documents prepared by the Contractor or the Contractor's subcontractors in future projects of the Contractor or Contractor's subcontractors with said right and/or limited license to use a portion at Contractor's or Contractor's subcontractor's own risk and without any liability to City. Any modifications made by the City to any of the Contractor's Documents, or any use, partial use or reuse of the Documents without written authorization or adaptation by the Contractor will be at the City's sole risk and without liability to the Contractor. 11.17 Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. 11.18 Any notice required to be given under the Contract Documents shall be sent by certified mail (return receipt requested) or by nationally recognized overnight courier as follows to the City, City of Lake Worth Beach Attn: City Manager 7 N. Dixie Highway Lake Worth Beach, FL 33460 and to the Contractor as follows: TEAMWORKnet, Inc. 4265 New Tampa Hwy, Ste. I Lakeland, FL, 33815. Attn: Paul D. Gates, CEO Either party may amend this provision by written notice to the other party. 11.19 The Contractor represents that it presently has no interest and shall acquire no interest, either director indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in Section 112.311, Florida Statutes. The Contractor further represents that no person having any such conflicting interest shall be employed for said performance. The Contractor shall promptly notify the City's Page 12 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 representative, in writing, of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the Contractor's judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the Contractor may undertake and request an opinion of the City as to whether the association, interest or circumstance would, in the opinion of the City, constitute a conflict of interest if entered into by the Contractor. The City agrees to notify the Contractor of its opinion within thirty (30) days of receipt of notification by the Contractor. If, in the opinion of the City, the prospective business association, interest or circumstance would not constitute a conflict of interest by the Contractor, the City shall so state in the notification and the Contractor shall; at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the City by the Contractor under the terms of this Contract. 11.20 The Contractor warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, political affiliation, marital status, handicap, or sexual orientation. Further, Contractor shall not discriminate or permit discrimination against any employee or an applicant for employment on the basis of race, color, sex, religion,, political affiliation, natural origin, ancestry, marital status, sexual orientation or handicap. 11.21 This Contract is not intended to be and shall not be construed as an exclusive agreement, and the City may employ additional or other contractors to perform services contemplated by this Contract without liability to the City. 11.22 PUBLIC ENTITY CRIMES. The Contractor acknowledges and agrees that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a publicbuilding or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier or sub -contractor under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. The Contractor will promptly advise the City if it becomes aware of any violation of this statute. 11.23 PURSUANT TO SECTION 558.005, FLORIDA STATUTES, ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE NOT SUBJECT TO THE .NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES. 11.24 The Contract shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of all services'and work. This includes being responsible for all precautions for safety of, and reasonable protection to prevent damage, injury or loss to employees performing the services and work and other persons who may be affected thereby; the work, materials and equipment incorporated therein; and other property, equipment or materials at the site or adjacent thereto including, without limitation, trees, shrubs, lawns, sidewalks, pavements, roadways or structures and utilities not designated for removal, relocation or replacement in the course of the work. The Contractor shall comply with and give all notices required by applicable laws, statutes, ordinances, rules and regulations bearing on safety of persons or property, or their protection from damage, injury or loss. The Contractor shall implement, erect and maintain reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards reasonably related to the work or which could arise therefrom. The Contractor shall promptly remedy damage and loss (other than covered by applicable insurance) caused in whole or in part by the Contractor or anyone directly or indirectly employed by or utilized by the Contractor in the performance of the work, which is not attributable to the City's negligence. Page 13 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 11.25 The Contractor agrees that, in all matters relating to this Contract, it will be acting as an independent contractor with exclusive control of the manner and means of performing the work, its obligations and tasks in accordance with the requirements of this Contract and the Contract Documents. The Contractor has no authority to act or make any agreements or representations on behalf of the City. This Contract is not intended, and shall not be construed to create, between the City and the Contractor, the relationship of principal and agent, joint -venturers, co-partners or any other such relationship, the existence of which is hereby expressly denied. No employee or agent of Contractor shall be, or shall be deemed to be, an employee or agent of City. Article 12. SCRUTINIZED COMPANIES 12.1 CONTRACTOR certifies that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List and are not engaged in the boycott of Israel. Pursuant to section 287.135, Florida Statutes, the CITY may immediately terminate this: Contract at its sole option if the CONTRACTOR or any of its subcontractors are found to have submitted a false certification; or if the CONTRACTOR or any of its subcontractors, are placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of this Contract. 12.2 If this Contract is for one million dollars or more, the CONTRACTOR certifies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan List, Scrutinized Companies With Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes. Pursuant to Section 287.135, the CITY may immediately terminate this Contract at its sole option if the CONTRACTOR, or any of its subcontractors are found to have submitted a false certification; or if the CONTRACTOR or any of its subcontractors are placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are or have been engaged with business operations in Cuba or Syria during the term of this Contract. 12.3 The CONTRACTOR agrees to observe the above requirements for applicable subcontracts entered into for the performance of work under this Contract. 12.4 The CONTRACTOR agrees that the certifications in this section shall be effective and relied upon by the CITY for the term of this Contract, including any and all renewals. 12.5 The CONTRACTOR agrees that if it or any of its subcontractors' status changes in regards to any certification herein, the CONTRACTOR shall immediately notify the CITY of the same. 12.6 As provided in Subsection 287.135(8), Florida Statutes, if federal law ceases to authorize the above - stated contracting prohibitions then they shall become inoperative. Article 13. E-VERIFY Pursuant to Section 448.095(2), Florida Statutes, the CONTRACTOR shall: 13.1. Register with and use the E-Verily system to verify the work authorization status of all newly hired employees and require all subcontractors (providing services or receiving funding under this Contract) to register with and use the E-Verify system to verify the work authorization status of all the subcontractors' newly hired employees; 13.2. Secure an affidavit from all subcontractors (providing services or receiving funding under this Contract) stating that the subcontractor does not employ, Contract with, or subcontract with an "unauthorized alien" as defined in Section 448.095(l)(k), Florida Statutes; 13.3. Maintain copies of all subcontractor affidavits for the duration of this Contract and provide the same to the CITY upon request; Page 14 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 13.4 Comply fully, and ensure all of its subcontractors comply fully, with Section 448.095, Florida Statutes, 13.5. Be aware that a violation of Section 448.09, Florida Statutes (Unauthorized aliens; employment prohibited) shall be grounds for termination of this Contract; and, 13.6. Be aware that if the CITY terminates this Contract under Section 448.095(2)(c), Florida Statutes, CONTRACTOR may not be awarded a contract for at least 1 year after the date on which the Contract is terminated and will be liable for any additional costs incurred by the CITY as a result of the termination of the Contract. Remainder of this a e intentionally left blank Signature page follows Page 15 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 IN WITNESS WHEREOF, the City and Contractor have caused this Contract for Electrical Equipment, Testing, Repair, and Mainten. he executed the day and year shown below. 04 *—' �'CITY OF LAKE WORTH BEACH, FLORIDA -Z x E; p i ATTEST:0F° By: M.t,ltssa Qinl�, Cot�tnt,� I Melissa Ann Coyne, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: t'w i G4. Glen J. Torcivia, City Attorney Betty Resch, Mayor APPROVED FOR FINANCIAL SUFFICIENCY qA AA NJ-Wk4t,a jb Yannick Ngendahayo, Financial Services Director CONTRACTOR: TEAMWO l-' [Corp t�,"Sea1j Print Name , rt •tS, <. I W`' Title: a t' STATE OF i COUNTY OF THE FOREGOING instrument was acknowledged before me by means of • physical presence or - online notarization on this %L day of _ - 2023, by , as the yaex llo [title] of TEAIVIWORKnet. Inc., a Corporation, who is personally known to me or who has produced as identification, and who did take an oath that he or she is duly authorized to execute the foregoing instrument and bind the CONTRACTOR to the same. Notary62 Notary Seal: Notary Public State of Florida VFWCommission 8 HH 353995 My Comm. Expires Apr 9, 2027 Bonded throu{h National Notary Assn. Page 16 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 EXHIBIT "A" SAMPLE WORK ORDER CONTRACT FOR ELECTRICAL EQUIPMENT INSPECTION, TESTING, REPAIR, AND MAINTENANCE WORK ORDER NO. THIS WORK ORDER for System Electrical Equipment Inspection, Testing, Repair and Maintenance ("Work Order" hereafter) is made on the between the City of Lake Worth Beach, a Florida municipal corporation located at 7 North Dixie Highway, Lake Worth Beach, Florida 33460 ("City" hereafter) and TEAMWORKnet, Inc., a corporation authorized to do business in State of Florida ("Contractor" hereafter). 1.0 Project Descrintion: The City desires the Contractor to provide all goods, services, materials and equipment as identified herein related to the Electrical Equipment Inspection, Testing, Repair and Maintenance described as: (the "Project"). The Project is more specifically described in the plans prepared by , dated and which are incorporated herein by reference. 2.0 Scope Under this Work Order, the Contractor will provide the City of Lake Worth Beach with construction services for the Project as specified in the Contractor's proposal attached hereto and incorporated herein as Exhibit "1". 3.0 Schedule and Liquidated Damage Substantial completion of all services and work under this Work Order shall be within, calendar days from the Effective Date of this Work Order. Final completion of all services and work (and all punch -list items (if any)) under this Work Order shall be within calendar dam from the Effective Date of this Work Order. The Effective Date of this Work Order is the date following the parties' execution of this Work Order and the City's delivery of a Notice to Proceed to the Contractor via e-mail,, facsimile or other form of delivery as documented by the City. Substantial completion occurs when the services and work has progressed to the point where, in the opinion of the City, the work is sufficiently complete in accordance with the Contract Documents and this Work Order, so that the Project can be utilized for the purposes for which it is intended. Final completion occurs when all services and work (including punch -list items) has been completed and the project becomes fully operational and accepted by the City. Liquidated Damages. The City and Contractor recognize that time is of the essence under this Work Order and the Contract Documents, and that the City will suffer financial loss if the services and work described in this Work Order and the Contract Documents are not completed within the times specified in this Work Order. The City and Contractor recognize, agree and acknowledge that it would be impractical and extremely difficult to ascertain and fix the actual damages that the City would suffer in the event Contractor neglects, refuses, or otherwise fails to complete the services and work within the time specified. Accordingly, instead of requiring any such proof, the City and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay the City hundred dollars (S .00) for each day that expires after the time specified in this Work Order. Page 17 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 4.0 Compensation and Direct Purchases. This Work Order is issued for a lump sum, not to exceed amount of $ { ?. The attached proposal identifies all costs and expenses included in the lump sum, not to exceed amount. The following Direct Purchases are to be made under this Work Order by the City: 5.0 Project Manager The Project Manager phone: is email: 6.0 Progress Meetings for the Contractor is , email: ; and, the Project Manager for the City phone: The Contractor shall schedule periodic progress review meetings with the City Project Manager as necessary but every 30 days as a minimum. 7.0 Contractor's Representations In order to induce the City to enter into this Work Order, the Contractor makes the following representations: 7.1 Contractor has familiarized itself with the nature and extent of the Contract Documents including this Work Order, work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7.2 Contractor has obtained at his/herown expense andcarefully studied, or assumes responsibility for obtaining and carefully studying, soil investigations, explorations, and test reports which pertain to the subsurface conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as Contractor considers necessary f'or the performance or furnishing of the work at the stated work order price within the Work Order stated time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of the IFB; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or is deemed necessary by Contractor for such purposes. 7.3 Contractor has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility f'or the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said Underground Facilities are or is deemed necessary by the Contractor in order to perform and furnish the work under this Work Order price, within the Work Order time and in accordance with the other terms and conditions of the Contract Documents. 7.4 Contractor has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. 7.5 Contractor has given the City's Contract Administrator written notice of all conflicts, errors or Page 18 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 discrepancies that he or she has discovered in the Contract Documents and the written resolution thereof by City or its designee is acceptable to the Contractor. 8.0 Warranty. The Contractor warrants and guarantees to the City that all services and work provided under this Work Order will be in accordance with this Work Order and the other Contract Documents. The Contractor warrants that (a) all materials and parts supplied under this Work Order shall be free from defects for one (1) year from the final completion of all work (unless a longer manufacturer warranty applies); (b) all services and work performed under this Work Order will be free from defects for one (1) year from the final completion of all work and the project shall be fully operational without unreasonable downtime or failures; and (c) that the services and work will conform to the requirements of the Contract Documents. If, at any time prior to the expiration of the one (1) year warranty period, the City discovers any failure or breach of the Contractor's warranties or the Contractor discovers any failure or breach of the Contractor's warranties, the Contractor will, upon written notice from City or of its own accord, at the Contractor's sole cost and expense, promptly correct such failure or breach (which corrective action must include, without limitation, any necessary removal, disassembly, reinstallation, repair, replacement, reassembly, retesting, and/or re -inspection of any part or portion of the work and any other property damaged or affected by such failure, breach, or corrective action). The Contractor will remedy any such failure or breach so, to the extent possible, to avoid'unnecessary disruptions to the operations of City or its systems. In the event the Contractor fails to initiate and diligently pursue corrective action within five (5) days of the Contractor's receipt of the City's notice or the Contractor's discovery of the same, the City may undertake such corrective action at the Contractor's expense, 9.0 Authorization This Work Order is issued pursuant to the Electrical Equipment Inspection, Testing, Repair and Maintenance Contract for between the City of Lake Worth Beach and the Contractor, dated , ("Contract" hereafter). If there are any conflicts between the terms and conditions of this Work Order and the Contract, the terms and conditions of the Contract shall prevail. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS Page 19 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order No. _ as of the day and year set forth above. ATTEST: By: Melissa Ann Coyne, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Glen J. Torcivia, City Attorney CONTRACTOR: [Corporate Seal] STATE OF _ COUNTY OF CITY OF LAKE WORTH BEACH, FLORIDA By: DO NOT SIGN SAMPLE ONLY Betty Resch, Mayor M APPROVED FOR FINANCIAL SUFFICIENCY Yannick Ngendahayo, Financial Services Director TEAMWORKnet, INC. By: _DO NOT SIGN — SAMPLE ONLY Print Name: Title: THE FOREGOING instrument was acknowledged before me by means of • physical presence or - online notarization on this day of 2023, by as the [title] of TEAMWORKnet Inc., a Corporation, who"is personally known to me or who has produced as identification, and who did take an oath that he or she is duly authorized to execute the foregoing:instrument and bind the CONTRACTOR to the same. Notary Seal: Notary Public Signature Page 20 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 Exhibit B Lake Worth Beach Pricing Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 EXHIBIT "B" HOURLY BILLING RATES JULY 2023 OC PGiIC P'i OF�E88tC K FEE BGUEWLE GENERAL TEAMvvoRK"t, ktc. WIN provide professional engineering, carlsuNing Onginaering, tssting, and field services In s000rdanoe With the folkswirtg fee schedule, Shouk! you have any questions or require further details, please oorsact us. Regular Field Services SENIOR CONSULTING ENGINEER $276 hwur $325 flour PRINCIPAL ENGINEER $210 four $28o thour SENIOR ENGINEER $195 four $240 four SENIOR PROJECT ENGINEER $170 four $225 rhaur PROJECTENGINEER $160 four $210 /hour ASSOCIATE ENGINEER $136 ftu' $175 four SENIOR PROJECT MANAGER $150 four $186 ftur PROJECTMANAGER $135 !hour $176 /hour FIELD SERVICE SPECIALIST $170 Ihaur $226 Mour SENIOR TECHNICIAN (L3) $165 four $176 four TECHNICIAN (1.2) $1 to Av" $136 four TECHNICIAN (0) $100 fDur $125 Maur SENIORDESIGNER $150 four $115 four DESIGNER $130 !hour $155 four SENIOR SAFETYCOORDNATOR $140 four $175 four SAFETY'COORDINATOR $130 Maur $1s5 flour ENt3WEERNOASSi8TANT $86 four $05 flour CAD DRAFTING $85 four $95 Mour CLERICAL $00 four $85 Mour Page 21 of 22 Docusign Envelope ID: C1C74753-872F-4033-8122-329512168CD9 DocuSign Envelope ID: 5C53153C-019C-4825-B6AB-4BOF69D44E78 1=-VENSES ANQ CONS1L ERMT10Ns • Services over 8 hours per day and Saturdays or in excess of 40 hours per week will be billed at 1.5 times the Applicable Service hourly rate. Sundays, Holidays, Emergency Call -outs and hours over 12 hours per day will be billed at 2.0 times the Applicable Service rate. • Time includes travel time at regular rates to and from the Lakeland, Florida home office. • Expenses will be billed at cost. • Field technician team shall be a two -person minimum. • Test equipment cost is $500/day and truck fees are $125/day. All other tool costs are included in the fee schedule. • Cancellations after mobilization will be charged for mobilization and time onsite. ,F,Jaj i CONTt2 OS TEAMWORKnet, Inc. will provide fixed fee bids for any job having a clearly defined scope or work definition. Page 22 of 22