HomeMy WebLinkAboutAgreement_General_6/13/2024_Johnson-Davis, Inc. VILLAGE OF TEQUESTA
AGREEMENT FOR PIPELINE CONSTRUCTION SERVICES
THIS AGREEMENT for pipeline construction services is entered into and
effective this 13 day ofUM- , 2024, 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 Johnson — Davis Incorporated, a Florida corporation, with offices located at 604
Hillbrath Drive,Lantana,FL 33462,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 Agreement
whereby the Contractor shall provide pipeline construction services as needed by the Village. The
Parties agree to enter into this Agreement and piggyback for the pipeline construction services at
the unit prices described in the Palm Beach County 2022 Pipeline Continuing Construction
Contract awarded through Palm Beach County PBCWUD Project No. 22-032. Said contract,
including its terms, conditions, specifications, bidders response, and attached
exhibits/amendments, are hereby fully incorporated into this Agreement with the agreement itself
attached hereto as Exhibit"A".
2. COMPENSATION: In consideration for the above Scope of Services, pricing
shall be pursuant to the unit prices provided under Exhibit "A". The Parties hereby agree to the
Village's purchase of supplies and/or services in greater or lesser amounts than estimated in the
Palm Beach County 2022 Pipeline Continuing Construction Contract,as referenced under Exhibit
"A". In consideration for the above Scope of Services and pursuant to any Exhibits, if applicable,
the Village shall pay the Contractor at the unit prices as described in Exhibit"A". The goods or
services shall be delivered on a per-order basis via purchase or work order in a time, manner, and
location acceptable to the Village the "Performance Date."
3. CHANGE ORDERS: Seller is aware that price and time are of the essence in this contract
and that prompt and timely performance of all such obligations is strictly required. If conditions
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change that would require an increase in price, scope, or time for performance Seller must notify
the Village in writing detailing the conditions that have changed and requesting a change order to
the contract within 30 days prior to the performance date"Change Order Deadline".Change orders
submitted after the change order deadline will not be considered. Seller shall not proceed with any
change to its obligations under a change order request unless documented in a Change Order
executed by both Parties. If Seller requests a change order prior to the change order deadline
Village at its discretion may accept the change order as is or with modifications, deny the change
order, re-advertise and re-solicit providers for the required goods or services or terminate this
contract.If the Village elects to re-advertise and re-solicit the need for goods or services the Village
will have 30 days "Solicitation Period" in which to accept the contemplated change order or
terminate this contract.At any time after execution of this Agreement but prior to Seller's delivery
of the Goods, the Village reserves the right at its discretion to change, modify, revise add, or
remove any part of its order for the Goods as described by this Agreement and any Exhibits, if
applicable. If any such change to the Village's order causes an increase or decrease in the cost of
the Goods or causes a change in the time required for delivery of the Goods,the Village shall make
an equitable adjustment in the contract price, the delivery schedule, or both. Any change to the
Village's order for the Goods and any subsequent equitable adjustment to the terms of this
Agreement shall be effectuated through a written Amendment to this Agreement as executed by
both Parties pursuant to Section 15. of this Agreement.
4. TERM; TERMINATION; NOTICE: Pursuant to the Palm Beach County 2022
Pipeline Continuing Construction Contract, the original contract term expired on May 16th 2024.
With (2) two optional 12 month renewals. Palm Beach County renewed the contract through the
Amendment No. 1 to the 2022 Pipeline Continuing Construction Contract,extending the term until
May 14, 2025. This Agreement may be terminated by either party upon 30 days 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 Johnson-Davis INC.
345 Tequesta Drive 604 Hillbrath Drive
Tequesta, FL 33469-0273 Lantana, FL 33462
Attn: Utilities Department
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5. 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.
6. 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.
7. 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
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.
8. 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 agree 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.
9. 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
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of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement,
misconduct, and abuses.
10. 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 sub-consultants an affidavit
stating that the sub-consultant does not employ,contract with,or subcontract with an Unauthorized
Alien, as that term is defined in Section 448.095(1)(k),Florida Statutes,as may be amended. The
Contractor shall maintain a copy of any such affidavit from a sub-consultant 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
Contractor's subconsultant has knowingly violated Section 448.09(1),Florida Statutes,as may be
amended, the Village shall notify the Contractor to terminate its contract with the sub-consultant
and the Contractor shall immediately terminate its contract with the sub-consultant. 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.
11. SCRUTINIZED COMPANIES: For Contracts under $1M, 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
$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
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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.
12. 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.
13. 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.
14. 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.
15. 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.
16. PUBLIC RECORDS: In accordance with Section 119.0701,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
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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.
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) 768-06859 OR AT
lmcwilliams(a,teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
17. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
18. 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.
19. WAIVER: No waiver by the Village of any provision of this Agreement shall
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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.
20. ENTIRE AGREEMENT: This eight-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. In the event of a conflict between this and any other document,
this document shall prevail.
22. AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf
of either Party warrants that he or she has the full legal power to execute this agreement on behalf
of the Party for whom he or she is signing and bind and obligate such party with respect to all
provisions contained in this agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
WITNESSES: Johnson — Davis INC.,
(Corporate Seal)
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VILLAGE OF TEQUESTA -
By: Klolly Youn Ma or
ATTEST:
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Lori McWilliams, MMC
Village Clerk
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Village of Tequesta- 12" Reject Main Relcation -Phase 2
PROPOSAL UTILIZING -SCHEDULE OF BID PRICES
Johnson-Davis Inc. PBCWUD Project No.: 22-032
Project Name: 2022 Pipeline Continuing Construction Contract
BID ITEM BID ITEM(Furnish and Install with Appurtenances) UNIT QUANTITY UNIT PRICES TOTAL
NO,
39 12"HDPE Directional Drill Water Main/Reclaimed Water LF 260 $ 150.00 S 39,000.00
MainlWastewater Force Main
48 12"DIP/PVC x HDPE Adapter EA 2 $ 2,400.00 S 4,800.00
234 4"to 12"Diameter Connection to Existing Water Main/Reclaimed EA 1 $ 8,000.00 $ 8,000.00
Water Main or Force Main(Joint Restraint for existing pipe to be
included)
263 Record Drawing LF 280 S 3.00 $ 840.00
264 Construction Survey LF 280 S 3.00 $ 840.00
265 Preconstruction Video Taping LF 280 $ 2.50 S 700.00
270 Density Tests EA 15 $ 75.00 S 1,125.00
271 Proctor Tests EA 2 S 125.00 $ 250.00
(A)SUBTOTAL BASE BID(Bid Items 1-333) S 55,555.00
334 Additional Work not included in Bid Items(See 334 Items Attached) LS 1 $ 134,000.00 5 134.0o0,00
335 Mobilization(2.5%of Subtotal Bid Price(B) LS 1 2.5% 5 1.388.88
336 Demobilization(1%of Subtotal Bid Price(B) LS 1 1% 5 555.55
(B)SUBTOTAL ADDITIONAL WORK BID PRICE(Bid Items 334-336) 5 135,944.43
TOTAL BID PRICE(A+B)
S 191.499,43
TOTAL BID IN WORDS INCLUDING DOLLARS AND CENTS:One Hundred Ninety-One Thousand Four Hundred Ninety-Nine Dollars and forty-three cents.
Notes:
No restoration other than backfill included.
The costs of disposal of existing outfall pipe and dfiffuser included in proposal.
Permits are excluded from proposal.
Bond premium is not included.J-D Bond rate is 1.5%.
30"Concrete Pile wasn't available.Quote includes 24"Concrete Pile.
i
334-1 Turbidity Barrier LF 500 $ 25.00 $ 12,500.00
334-2 Remove Existing Outfall Pipe& Diffuser LSU 1 $ 35,000.00 $ 35,000.00
Diffuser with 20'-6" HDPE DIPS on 24"
334-3 Concrete Pile LSU 1 $ 55,000.00 $ 55,000.00
334-4 12" 316 SS Butterfly Valve LSU 1 $ 25,000.00 $ 25,000.00
334-5 Permanent Sample Point EA 1 $ 6,500.00 $ 6,500.00
S $ 134,000.00
gna a Date Signature Date
m. Clark C. Cryer, Vice President Molly Young, Mayor
Johnson-Davis, Inc. Village of Tequesta
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