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HomeMy WebLinkAboutAgreement_General_2/11/2021_Wynn & Sons Envrionmental ConstructionVILLAGE OF TEQUESTA AGREEMENT FOR ANNUAL PATHWAY AND MINOR CONSTRUCTION SERVICES THIS AGREEMENT FOR ANNUAL PATHWAY AND MINOg FEblaaA CONSTRUCTION SERVICES is entered into and effective this 11 day of4aRuap,c, Z021, by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida, hereinafter "the Village"; and WYNN & SONS ENVIRONMENTAL CONSTRUCTION CO. INC., a Florida corporation with offices located at 7268 Belvedere Road, West Palm Beach, Florida 33411, hereinafter "the Contractor", and collectively with the Village, "the Parties". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, hereby agree as follows: 1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Annual Pathway and Minor Construction Services Agreement, whereby the Contractor shall provide annual services including, but not limited to, construction and/or resurfacing of pathways, construction of parking areas, speed humps, traffic separators, miscellaneous concrete works (inlets, manholes, curbing, etc.) and other minor construction projects, to the Village on an as - needed, task Work Order basis. The Parties agree to enter into this Agreement and piggyback for the provision of Annual Pathway and Minor Construction Services at the unit prices described in the Palm Beach County Pathway and Minor Annual Contract ("Palm Beach County Contract"), also designated as Project/Bid No. 2020055. Said contract, including its terms, conditions, specifications, and attached exhibits, are hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". Authorization to piggyback on the Palm Beach County Contract and amendments, as provided by the Contractor's letter dated December 18, 2020, is hereby fully incorporated into this Agreement and attached hereto as Exhibit `B". 2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be pursuant to the unit prices provided within the Palm Beach County Contract's Bid Tabulation Charts. attached hereto as Exhibit "C". The Parties hereby agree to the Village's Page 1 of 7 purchase of supplies and/or services in greater or lesser amounts than those estimated in the Palm Beach County Contract, as also referenced within the Bid Tabulation Charts in Exhibit "C". In consideration for the above Scope of Services, the Village shall pay the Contractor a total amount not to exceed nine million, five hundred and sixty-three thousand, two hundred and twenty-five dollars ($9,563,225.00). 3. TERM; TERMINATION; NOTICE: Pursuant to the Palm Beach County Contract, the original contract tenn, and this Agreement, will expire on November 16, 2023. This Agreement may be terminated for convenience by either party upon written notice to the other party. Notice shall be considered sufficient when sent by certified mail or hand delivered to the Parties during regular business hours at the following addresses: Village Contractor Village of Tequesta Wynn & Sons Environmental 345 Tequesta Drive Construction Co., Inc. Tequesta, FL 33469 7268 Belvedere Road Attn: Doug Chambers, West Palm Beach, FL 33411 Public Works Director Attn: Daniel P. Wynn, President 4. INSURANCE: The Contractor shall provide proof of workman's compensation insurance and liability insurance in such amounts as are specified in Exhibit "A" and shall name the Village as an "additional insured" on the liability portion of the insurance policy. 5. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act, conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of services under this Agreement. Nothing contained in this provision shall be construed or interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28, Florida Statutes. 6. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Page 2 of 7 Florida Department of Management Services within thirty-six (36) months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes. 7. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agrees that this Agreement is not a contract for employment and that no relationship of employee —employer or principal —agent is or shall be created hereby, nor shall hereafter exist by reason of the performance of the services herein provided. 8. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 9. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1, 2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of all newly hired workers; and (2) verify that all of the Contractor's subconsultants performing the duties and obligations of this Agreement are registered with and use the E-Verify System to electronically verify the employment eligibility of all newly hired workers. The Contractor shall obtain from each of its subconsultants an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(l)(k), Florida Statutes, as may be amended. The Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a minimum, the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Agreement which requires a longer retention period. The Village shall terminate this Agreement if it has a good faith belief that the Contractor has knowingly violated Section 448.09(1), Florida Statutes, as may be amended. If the Contractor has a good faith belief that the Page 3 of 7 Contractor's subconsultant has knowingly violated Section 448.09(l ), Florida Statutes, as may be amended, the Village shall notify the Contractor to terminate its contract with the subconsultant and the Contractor shall immediately terminate its contract with the subconsultant. In the event of such contract termination, the Contractor shall be liable for any additional costs incurred by the Village as a result of the termination. 10. SCRUTINIZED COMPANIES: For Contracts under SIM, the Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over S 1 M, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it does not have business operations in Cuba or Syria, as similarly provided in Section 287.135, Florida Statutes. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been engaged in business operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes. 11. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement, the prevailing party shall be awarded attorney's fees, including fees on appeal. 12. FORCE MAJEURE: The Contractor shall not be considered in default by reason of any failure in performance under this Agreement if such failure arises out of causes reasonably beyond the control of the Contractor or its subcontractors and without their fault or negligence. Such causes include, but are not limited to: acts of God; acts of war; natural or public health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather conditions. Page 4 of 7 13. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to this Agreement. 14. AMENDMENTS & ASSIGNMENTS: This Agreement, all Exhibits attached hereto, and required insurance certificates constitute the entire Agreement between both parties; no modifications shall be made to this Agreement unless in writing, agreed to by both parties, and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. 15. PUBLIC RECORDS: In accordance with Section It 9.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request from the Village's custodian of public records, the Contractor must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in Scope of Services are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the Contractor does not transfer the records to the Village. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all public records in possession of the Contractor, or keep and maintain public records required by the Village. If the Contractor transfers all public records to the Village upon completion of the Agreement, 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 Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Village, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. Page 5 of 7 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 AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT lmcwilliams(i-t:tecluesta.ora, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 16. HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 17. SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 18. WAIVER: No waiver by the Village of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same, or any other provision or the enforcement hereof. The Village's consent to or approval of any act requiring the Village's consent or approval of any act by the Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to or approval of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 19. ENTIRE AGREEMENT: This seven (7) page Agreement, including any Exhibits, constitutes the entire agreement between the parties, no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties and attached hereto as an addendum to this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: ATTEST: WYNN & SONS ENVIRONMENTAL CON�SSTRUCTION CO., INC. wRt By: Daniel P. Wyn (Corporate Sea]) ent VILLAGE OF TEQUESTA -Wl'a I By. Ab' ail Brennan, Mayor �v U��P oR�TF 1�u sth INCORPORATED Lori McWilliams, MMC E 4, Village Clerk PF'ri� Fi OP Page 7 of 7 WYNN & SONS ENVIRONMENTAL CONSTRUCTION CO. INC 7268 BELVEDERE RD. WEST PALM BEACH, FL 33411 561-686.6077 561-686-2433 FAX 12/18/20 The Village of Tequesta Subject: piggyback contract Ex. C. Authorization To whom it may concern: Wynn & Sons Inc is pleased to allow the Village of Tequesta to piggyback our Annual Contract for Pathway & minor construction 2020-055. Please feel free to call me anytime at 561-797-9452. Resp y, R' k olpe gm