Res No 066-23-15999RESOLUTION NO. 066-23-15999
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA, APPROVING THE
PURCHASE AND INSTALLATION OF FUEL DISPENSERS
AND FUEL MANAGEMENT SYSTEMS AT CITY HALL
AND PUBLIC WORKS FACILITIES FROM SPATCO
ENERGY SOLUTIONS, LLC, UTILIZING THE TERMS
AND CONDITIONS OF THE CITY OF LAKE WORTH
BEACH INVITATION FOR BID (IFB) NO. 22 -109;
AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND EXECUTE A CONTRACT WITH THE VENDOR;
PROVIDING FOR IMPLEMENTATION, CORRECTIONS,
AND AN EFFECTIVE DATE.
WHEREAS, th e C ity of South Miami (the "Cit y") cu rre ntly has fuel dispensers and fue l
monitoring system s at C ity Hal l (in c lu ding th e C ity's Police Station) and various Public Work s
facilities (the "Existing Equipment"), which Existing Equipment ha s become technologicall y
outdated and does not effectively manage fuel inventory; and
WHEREAS, the C ity des ires to replace t he Ex istin g Equipmen t with n ew fuel dispe n sers
and fue l manageme nt systems (the "New Equi pment"); a nd
WHEREAS, Article III, Section 5(H) of the C ity C ha rter provides th at the C ity may make
purchases through othe r governmental agenc ies that h ave fo ll owed similar bidding
proce dures; and
WHEREAS, the C ity of Lake Worth Beach ("Lake Worth") has competitively b id
Invitation for Bid (IFB) No. 22-109 (the "IFB") for New Equipment a nd awarded a contract to
Spatco Energy Solu tions , LLC (the "Contractor"); and
WHEREAS, the Contracto r has provided the C ity with a quote for the ins tallation of th e
New Equipment together w ith Asset Works Fuel Management System (the "Project") based o n
the terms and conditions of the Lake Worth IFB in a n amount no t to exceed $98,900; a nd (th e
"Quote"); and
Page I of3
Res. No. 066-23-15999
WHEREAS, the City Commission desires to authorize the City Manager to negotiate and
execute an agreement, in substantially the form attached hereto as Exhibit "A" (the "Agreement"),
with the Contractor for the purchase and installation of the Project in an amount not to exceed
$98,900, together with a $10,000 contingency, for a total amount not to exceed $108,900,
consistent with the terms and conditions of the IFB and the Quote; and
WHEREAS, the purchase and installation of the Project will be charged to Account No.
301-1790-519-6450 from the Fiscal Year 2022/2023 Budget, which has a balance of $877,176
before this request was made; and
WHEREAS, the City Commission finds that this Resolution is in the best interest and
welfare of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA, AS FOLLOWS:
Section 1. Recitals. The above-stated recitals are true and correct and are incorporated
herein by this reference.
Section 2. Approval of Purchase and Installation; Authorization to Negotiate and
Execute Agreement; Expenditure of Funds. The purchase and installation of the Project is
hereby approved. The City Manager is authorized to negotiate and execute an Agreement, in
substantially the form attached hereto as Exhibit "A," on behalf of the City with the Contractor for
the purchase and installation Project in an amount not to exceed $108,900, subject to the approval
as to form and legal sufficiency by the City Manager and City Attorney. The cost of the Project
will be charged to Account No. 301-1790-519-6450 from the Fiscal Year 2022/2023 Budget,
which has a balance of $877,176 before this request was made.
Page 2 of3
Re s. No. 066-23 -159 99
Section 3. Implementation. Th at the C ity Ma nage r is authori zed to take an y a nd all
ac ti ons necessa ry to impl eme nt th e purch ase and in sta ll at ion of the Proj ec t, the Ag reemen t, and
the purpo ses of t hi s Resoluti o n.
Section 4. Corrections. Co nformin g lan guage o r tec hni ca l scri ve ner-t ype co rrec ti o ns
may be mad e by the City Atto rn ey fo r a ny co nfo rmin g a mendme nts to be in co rp o rated in to the
fin a l res oluti o n for signature.
Section 5. E ffecti ve Date. Thi s Reso lu tion shall beco me effec ti ve imm edi ate ly up on
adoption .
PAS SE D AN D AD OPTED thi s 6111 day of Jun e, 2023.
ATTES T :
RE AD AN D APPROVED AS TO FORM,
LA NG UAG E, LEGA LITY AN D
EXECUTION TH EREO F
~FM ANCOL E
& B IERM AN , P .L.
CITY ATTORNEY
Page 3 of 3
APPRO VE D:
COMM ISS ION VO T E:
Mayo r Fern and ez :
Vice Mayo r Bo ni ch:
Com mi ss io ner Ca ll e:
Com mi ss io ner Li eb man:
Co mmi ss ioner Co rey:
5-0
Yea
Yea
Yea
Yea
Yea
Agenda Item No:6.
City Commission Agenda Item Report
Meeting Date: June 6, 2023
Submitted by: Steven Kulick
Submitting Department: City Manager
Item Type: Resolution
Agenda Section:
Subject:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, APPROVING THE
PURCHASE AND INSTALLATION OF FUEL DISPENSERS AND FUEL MANAGEMENT SYSTEMS AT CITY
HALL AND PUBLIC WORKS FACILITIES FROM SPATCO ENERGY SOLUTIONS, LLC, UTILIZING THE
TERMS AND CONDITIONS OF THE CITY OF LAKE WORTH BEACH INVITATION FOR BID (IFB) NO. 22-109;
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A CONTRACT WITH THE VENDOR;
PROVIDING FOR IMPLEMENTATION, CORRECTIONS, AND AN EFFECTIVE DATE. 3/5 (CITY MANAGER)
Suggested Action:
Attachments:
REV2CM_1.docx
Resolution Authorizing Negotiation of Agreement with Spatco - Fuel Dispenser - Lake Worth Piggyback Final.DOCX
Exhibit A - Cover Agreement - Spatco Energy Solutions - Fuel Dispensers.DOCX
Cover Agreement Exhibit A - Contract City of Lake Worth Beach - Fuel Dispensers.PDF
Cover Agreement Exhibit B - Contractor's Quote
CITYOF~1.PDF
PROPOS~3.PDF
CITYOF~2.PDF
IFB22-~1.PDF
EXECUT~1.PDF
45Z973~1.PDF
SUNBIZ~1.PDF
1
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
TO:The Honorable Mayor, Vice Mayor, and Members of the City Commission
FROM:Genaro “Chip” Iglesias,City Manager
DATE:June 6, 2023
SUBJECT:Fuel Dispensers and Fuel Management System Purchase and Installation
RECOMMENDATION:Authorize the City Manager to enter into a contract with Spatco Energy
Solutions, LLC for the replacement of fuel dispensers and fuel monitoring
systems at City Hall and Public Works.
BACKGROUND:The City desires to replace the existing outdated fuel dispensers at both
the City Hall/Police and Public Works fuel islands and replace the outdated
fuel management systems.The existing fuel management system is
outdated technology and does not effectively manage fuel
inventory.Replacing the dispensers is recommended when installing a
new fuel management system due to the overall labor expense and to
ensure the fuel dispensers work effectively with the new fuel management
system.
The City secured a piggyback contract from the City of Lake Worth Beach
for “Fleet Fuel System and Dispenser Replacement” that was competitively
bid under solicitation IFB #22-109 and awarded to Spatco Energy Solutions
LLC.The construction project at the City of Lake Worth Beach has not
started as of this date hence, the contract and piggyback are still active.
However, the project is expected to commence in June and will likely be
completed by the next Commission scheduled on July 18 and would not be
considered an active contract for piggybacking. Therefore, the City can
expect an approximate increase in price of 36% for the fuel dispensers
($6,600) and 12% for the fuel management system ($3.650).
The scope in the IFB details the requirements for the replacement of a
“Fleet Fuel System and Dispenser Replacement.”Item #9 in the Scope
provides for a “OPW Vend 200 Fuel Island Terminals (or equivalent) with
the associated fuel management software…”The City prefers the Asset
Works fuel management system due to the software provided that will
more effectively monitor the fuel consumption of our fleet vehicles all in a
single database; therefore, we have secured two proposals from the
vendor, Spatco Energy Solutions for both OPW and Asset Works.
2
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
There is no price difference between purchasing and installing either fuel
management system; both are priced at $98,900. A contingency of
$10,000 will be added for any unforeseen conditions for a total of
$108,900. This project was funded for the Fiscal Year 2022-2023 Adopted
Budget.
FUNDING:Not to exceed $108,900, including a $10,00 contingency, charged to
account 301-1790-519-6450 with a balance of $877,176 before this
request was made
ATTACHMENTS:Resolution
IFB #22-109, City of Lake Worth Beach
Spatco Proposals to the City, OPW & Asset Works Fuel Management
Spatco Proposal to the City of Lake Worth Beach
ITB#22-109 Bid Tabulation
Executed Contract between Spatco and City of Lake Worth Beach
Spatco Piggyback Construction Contract
Sun Biz Registration
3
AGREEMENT BETWEEN
THE CITY OF SOUTH MIAMI
AND
SPATCO ENERGY SOLUTIONS, LLC
6th THIS AGREEMENT (this "Agreement") is made effective as of the ____ day of
June 2023 (the "Effective Date"), by and between the CITY OF
SOUTH MIAMI, FLORIDA, a Florida municipal corporation (the "City"), and SP ATCO
ENERGY SOLUTIONS, LLC, a limited liability company, authorized and registered to do
business in the State of Florida (the "Contractor"). Collectively, the City and the Contractor are
referred to as the "Pa11ies."
WHEREAS, the City of South Miami (the "City") currently has fuel dispensers and fuel
monitoring systems at City Hall (including the City's Police Station) and various Public Works
facilities (the "Existing Equipment"), which Existing Equipment has become technologically
outdated and does not effectively manage fuel inventory; and
WHEREAS, the City desires to replace the Existing Equipment with new fuel dispensers
and fuel management systems together with Asset Works Management System (the "Equipment");
and
WHEREAS, the City of Lake Worth Beach ("Lake Worth") has competitively bid
Invitation for Bid (IFB) No. 22-109 (the "IFB") for the Equipment and awarded a contract to the
Contractor, which contract is attached hereto as Exhibit "A" (the "Lake Worth Contract"); and
WHEREAS, the Parties wish to incorporate the terms and conditions of the Lake Worth
Contract attached hereto as Exhibit "A" in this Agreement, except as otherwise modified or
amended herein; and
WHEREAS, pursuant to Article III, Section 5 of the City Charter, the City may make
purchases through other governmental agencies that have followed similar bidding procedures;
and
WHEREAS, in accordance with Article III, Section 5 of the City Charter, the City wishes
to enter into an agreement with the Contractor for the removal of the Existing Equipment and
purchase and installation of the Equipment in an amount not to exceed $108,900 (inclusive of a
$10,000 contingency), based on the quote provided by the Contractor attached hereto as Exhibit
"B" and the terms and conditions of the Lake Worth Contract; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the City and the Contractor agree as follows:
1. Incorporation of Contract. The terms and conditions of the Lake Worth attached hereto as
Exhibit "A" are incorporated as though fully set forth herein. Except as otherwise specifically
Page 1 of 5
set forth or modified herein, all terms in the Lake Worth Contract are hereby ratified and
affirmed and shall remain unmodified and in full force and effect in accordance with its terms.
2. Confficts; Order of Priority. This document without exhibits is referred to as the
"Agreement." In the event of a conflict between the terms of this Agreement and any exhibits
or attachments hereto, or any documents incorporated herein by reference, the conflict shall be
resolved in the following order of priorities and the more stringent criteria for performance of
the Services shall apply:
A. First Priority: This Agreement;
B. Second Priority: E-Verify Affidavit;
C. Third Priority: Lake Worth Contract.
D. Fourth Priority: Contractor's Quote.
3. Defined Terms. All initial capitalized terms used in this Agreement shall have the same
meaning as set forth in the Lake Worth Contract unless otherwise provided in this Agreement.
All references to the Lake Worth shall be replaced with the City of South Miami where
applicable.
4. Counterparts. This Agreement may be executed in several counterparts, each of which shall
be deemed an original and such counterparts shall constitute one and the same instrument.
5. Amending Section 3.1 of the Lake Worth Contract. Section 3. l of the Lake Worth Contract
is hereby deleted in its entirety and replaced as follows:
Article 3. Contract Price.
3.1 The Contractor shall be compensated for the removal of the Existing Equipment
and installation of the Equipment in an amount not to exceed $108,900, inclusive
of a $10,000 contingency, based on the Quote of the Contractor attached hereto as
Exhibit "B."
6. Amending Section 9.11 of the Lake Worth Contract. Section 9.11, Public Records
Law, of the Lake Worth Contract is hereby deleted in its entirety and replaced as
follows:
9.11 Ownership and Access to Records and Audits.
A. Contractor acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, compiled
information, and all similar or related information (whether patentable or
not) which relate to Services to the City which are conceived, developed or
made by Contractor during the term of this Agreement ("Work Product")
belong to the City. Contractor shall promptly disclose such Work Product
to the City and perform all actions reasonably requested by the City
Page 2 of 5
(w hether during o r after the term of thi s Agreement) to estab li s h a nd
confirm s u c h owne rs hip (including, w itho u t limitatio n, ass ig nme nts,
powers of atto rney and other instrume nts).
B. Contractor agrees to keep a nd maintain public reco rd s in Contrac tor's
possession or contro l in connectio n w ith Contractor's p e rfo rmance unde r
this Agreem e nt. The C ity Manager o r h er designee s hall , du1ing the tenn of
thi s Agreement and for a period of tlu·ee (3) years from the date of
te rminati o n of this Agreement, have access to a nd the ri g ht to exami ne a nd
a udit a ny record s of the Contractor invo lv ing transactions re lated to this
Agreement. Contractor a dditio nally agrees to comp ly specifi call y w ith the
prov is ions of Secti o n 119 .070 I , Florida Statutes. Contrac tor s ha ll e n sure
that public record s that are exempt or confidential a nd exempt fr o m public
record s di sc losure requireme nts a re not disclosed, except as authorized b y
law , fo r th e duration of th e Agree m e nt, a nd following completion of the
Agreem en t until the r ecord s are tra nsferred to th e City.
C. U p on request fro m the City's custodian of public records, Contractor sha ll
p rovid e t he City w ith a copy of the requested records or a ll ow the records
to be ins p ected o r copied w ithin a r easo nab le time a t a cost that does not
exceed the cost prov id ed by C hapter I 19, Florida Statutes, o r as oth e 1w ise
provi d ed b y law.
D. Unless oth e rwise prov id ed by la w , a ny a nd a ll records, inc luding but not
limited to re p o rts, surveys, a nd other data and documents provided o r
c reated in connection w ith this Agreem ent a re and s hall remain the property
of the C ity.
E. Upo n completion of this Agreement o r in the event of termination by e ithe r
pa 1ty , any and a ll public records re lating to the Agreement in th e possession
of the Contractor s ha ll be d e li vered by th e Contractor to the C ity Manager,
at no cost to the C ity, within seven (7) days. A ll s uc h records stored
electronically by Contractor sha ll be delivered to the C ity in a format th at is
compatible w ith the City's informati o n technology syste m s. Once the
public record s have been d e li vere d upo n compl etion o r te1mination of this
Agreement, th e Contractor s h a ll destroy a n y and all dup li cate public records
that are exempt o r confidenti a l and exempt from public records disclosure
r e quirements.
F . A ny compe nsation due to Co ntrac to r s h a ll be withheld until a ll r ecord s are
received as pro v id ed h ere in .
G. Co ntra c to r 's fa ilu re o r refusa l to co mpl y w it h the prov isions of thi s sect io n
s hall result in the immediate te rmin a ti on of thi s Agreem ent b y the C ity.
H. Notice Pursuant to Section 119.0701(2)(a), F lorida Statutes . IF THE
CONTRACTOR HAS QUESTIONS REGARDING THE
Pag e 3 of 5
A PPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS : Nkenga "Nikki " Payne, CMC,
FCRM, C ity C lerk, 6130 S un s et D r ive, F irst F loo r, Sou th M iami, FL
3 31 43, 305-66 3-63 4 0 , npayne@southmiam itl.gov.
7. A m e nd ing S ec ti o n 9.22 of the La ke Worth Co ntract. Section 9.22 of the Lake Worlh
Co ntrac t is hereby de leted in its e nt irety an d replaced as fo ll ows:
9.22 G overning Law a nd Venu e. This Agreement is made unde r, a nd in
a ll respects, sha ll be in terpreted, construed, enforced , and governed by and
in acco rd a nce w ith the laws of the State of Florida. Ven ue fo r any lega l
act ion resulting fr om th is Agreement shall lie sole ly in Miami-Dade
Co unty, Fl or ida.
8. Notices/Au thoriz ed Representatives . Any not ices req u ired by this Ag reement s hall be in
writi ng and s hall be deemed to have been properly given if tra nsmitte d by hand -del ivery, by
reg is tered or certifie d ma il w ith postage prepa id retu rn receipt requested, o r by a pri vate posta l
se rvice, add ressed to the parties (or their successors) at the addresses listed on the signature
page of th is Agreeme nt or s uch other ad dress as th e party may have des ignated by proper
not ice .
9 . E-Ver ify A ffid av it. In accordance with Section 448 .095, Florida Statutes, the City requ ires
a ll contractors do in g bus in ess w ith the City to reg is te r with a nd use the E-Ve ri fy system to
ve ri fy the wo rk authorizat ion status of a ll newly hired emp loyees. The City w ill not enter into
a co nt ra ct unless each par ty to th e co ntract registers wi th and uses the E-Verify system. The
contracti ng ent ity must prov ide of its proofof e nrollment in E-Verify . For instructions on ho w
to prov id e proof of th e co ntra ctin g ent ity's pa rtic ipatio n/enro ll ment in E-Ver ify, p lease v isit:
http s ://www.e-vcrify.gov/fag /how-do-i-providc-proo f-of-mv -partic ipat ionc nrollm e nt-i n-e-
ve rify. By e nt erin g into thi s Ag ree ment, the Co ntrac tor acknow ledges that it has read Section
448 .095, F lori da Statutes; will comply with the E-Ve rify requirem ents imposed by Section
448.095, Florida Statu tes, in c lud in g but not lim ited to obtain ing E-Ve rify affidavits fro m
subcontracto rs; and has exec uted the requ ired affidav it attac hed hereto and incorporated
here in.
[Remainde r o f page in te nt iona lly left blan k. S ig natu re pages fo llow.]
Page 4 of 5
IN WITNESS WHEREOF, the parties he reto have caused t his Agreement to be executed
the day and year as first stated above.
By:
Ge na ro "Chi p" Igles ias
C ity Manager
Attest:
Approved as to Form a nd Legal Sufficiency:
By :_O_L-__
Weiss Serota Helfman Cole & B ierman, P.L.
City Attorney
Addresses for Notice:
City of South M iami
Attn: City Manager
6130 Sunset Drive, First Floor
South Miami, FL 33143
305-668-2510 (telephone)
chip@ southrn iamifl.gov ( e mail)
With a copy to:
Weiss Serota Helfman Cole & Bierman, P.L.
Attn : City of South M iami Attorney
2800 Ponce d e Leon Boulevard, Suite 1200
Coral Gab les, FL 33 134
larango@wsh-law.com (email)
SPATCO ENERGY SOLUTIONS, LLC
By: !LI:._ JL _____
Name: Andrew Adams
Title: VP --------------
Entity: SPATCO Energy S o l ut ions
Addresses for N otice:
SPATCO En ergy Soluti ons , LLC
45 68 131st Ave N
Cl earwater, FL 337 6 2
_1_2_1 _-s_4_o_-_09_3_1 ______ (telephone)
_m_ar_k_._ca_s_ab_o®_s_p_a t_c_o_. _co_m __ ( email)
With a copy to:
__________ (telephone)
__________ (email)
Page 5 of 5
1
iif
EXHIBIT "A"
City of Lake Worth Construction Contract for Fleet Fuel System and Dispensers
Replacement dated October 6, 2022
DocuSign Envelope ID: 4E846E93-136C-4107-9B9F-99C514379914
CONSTRUCTION CONTRACT
(Fleet Fuel System and Dispensers Replacement)
13'}f,1~022 CONSTRUCTION CONTRACT ("Contract") is dated on
_______ _.. by and between the CITY OF LAKE WORTH BEACH, a Florida
municipal corporation ("City") and Spatco Energy Solutions, LLC, a company authorized to do
business in the State of Florida ("Contractor").
WHEREAS, the City is a municipal corporation organized and existing pursuant to the
Charter and the ConstiMion of the State of Florida; and
WHEREAS, the City issued an Invitation for Bid (IFB# 22-109) for the Fleet Fuel System
and Dispensers Replacement ("IFB"), which IFB is not attached but incorporated by the reference
into this Contract; and
WHEREAS, the City received one (1) response to the IFB from the Contractor before the
deadline; and
WHEREAS, Contractor was found to be the responsive and responsible bidder and was
recommended for the award; and
WHEREAS, the City desires to accept the Contractor's bid in order for Contractor to replace
the fleet fuel system and dispenser pursuant to the tenns and conditions of this Contract; and
WHEREAS, the Contractor further wammts that it is experienced and capable of perfonning
the tasks hereunder in a professional and competent manner; and
WHEREAS, the City finds entering this Contract with the Contractor as described herein
serves a valid public purpose.
NOW THEREFORE, the City hereby engages the services of the Contractor, and in
consideration of the mutual promises herein contained, the sufficiency of which is hereby
acknowledged by both parties, the parties agree as follows:
ARTICLE 1. RECITALS AND WORK.
1.1 The Recitals set forth above are incorporated into this Contract as true and correct statements
and incorporated herein as if set forth in the body of this Contract.
1.2 Contractor shall complete all Work as specified and indicated in the Contract Documents, as
defined below and as set forth and according to the specifications provided in IFB and in Exhibit
"A". The Work is generally described as Fleet Fuel System and Dispenser Replacement project
("Project'').
ARTICLE 2. CONTRACT TIME.
2.1 The Work will be substantially completed within 220 calendar days from the date of the
Notice to Proceed. Final completion of the Work that includes final assembly of the railing and all
punch-list items (if any) shall be within 240 calendar days from the Notice to Proceed.
2.2 Time is of the essence under this Contract.
Page 1 of16
C-2497
9/06/22 RM
NB-C
DocuSign Envelope ID: 4E846E93-136C-4107-9B9F-99C514379914
2.3 LIQUIDATED DAMAGES. The City and Contractor recognize that time is of the
essence of this Contract and that the City will suffer financial loss if the work described in the
Contract Documents is not completed within the times specified in paragraph 2.1 above. 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 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 five
hundred dollars ($500.00) for each day that expires after the time specified in paragraph 2.1.
2.4 In the City's sole discretion, a requested extension of time may be denied for delays resulting
from nonnal weather conditions prevailing in the area as defined by the average of the last five (5)
years of weather recorded or otherwise established by the City.
ARTICLE 3. CONTRACT PRICE.
3 .1 City shall pay Contractor for completion of the Work in accordance with the Contract
Documents a lump sum, not to exceed amount of Three Hundred Twenty-Four Thousand, Four
Hundred Eighty Dollars ($324,480), which shall be payable in accordance with Article 4 of this
Contract. The Contract Price includes Fifty-Four Thousand Eighty Dollars ($54,080.00) as a
contingency for unforeseen changes and additional changes requested by the City ("Contingency").
The Contractor must submit a written request to the City prior to commencing any Work to be covered
by the Contingency. The City's Contract Administrator is authorized to approve in writing the use of
the Contingency by the Contractor.
ARTICLE 4. PAYMENT PROCEDURES.
4.1 Generally. The Contractor shall submit invoices on a monthly basis detailing all Work
accomplished in the prior month, which is installed and to be used in the Project. Contractor's
invoices shall be submitted to:
City of Lake Worth Beach
Attn: Financial Services Department
7 N. Dixie Highway
Lake Worth Beach, FL 33460
The City's Contract Administrator will review each invoice submitted by the Contractor. If approved
by the City's Contract Administrator and the Financial Services Department, 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.
4.2 Payment to the Contractor shall be made pursuant to the Florida's Prompt Payment Act (for
construction services), section 218.735, Florida Statutes, except as provided herein. Specifically, the
City will withhold ten percent (10%) of each payment to the Contractor as retainage until final work
completion.
4.3 Final Payment. Upon final completion and acceptance of the Work in accordance with the
Contract Documents (including completion of all punch-list items) and final inspection by the
appropriate agencies with jurisdiction over the Project, the Contractor shall submit a "final invoice"
Page 2 of 16
OocuSign Envelope ID: 4E846E93-136C-4107-989F-99C514379914
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 and the Project have been
properly completed, all charges have been invoiced to the City and all material suppliers have been
paid in full. If paid, this account will thereupon be closed, any and other further charges ifnot 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 Contract Price including any
amount held as retainage.
4.4 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, the subject of a claim brought pursuant to section
255.05, Florida Statutes, or otherwise the subject of a claim or demand by the City.
4.5 Final payment shall not become due until the Contractor and all of its subcontractors submit
to the City releases and waivers ofliens, 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 Project.
4.6 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 5. INDEMNITY AND INSURANCE.
5.1 The parties recognize that the Contractor is an independent contractor. 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
ofaction, 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, subcontractors, employees, or
anyone else utilized by the Contractor in the perfonnance 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 tennination 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
detennination 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
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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. Contractor expressly agrees that it will not claim, and waives
any claim, that this indemnification violates Section 725.06, Florida Statues. Nothing contained in
the foregoing indemnification shall be construed as a waiver of any immunity or limitation ofliability
the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.
5.2 Prior to commencing any services, Contractor shall provide proof of insurance coverage as
required hereunder. Such insurance policy(s) shall be issued by the United States Treaswy or insurance
carriers approved and authoriz.ed to do business in the State of Florida, and who must have a rating of no
less than "excellent'' by A.M. Best or as mutually agreed upon by the City and Contractor. All such
insurance policies may not be modified or terminated without the express written authorization of the City.
Type of Coverage
Commercial general liability
(Products/completed operations
Contractual, insurance broad fonn property,
Independent Consultant, personal injwy)
Automobile ( owned, non-owned, & hired)
Worker's Compensation
Amount of Coverage
$1, 000,000 per occurrence
$2,000,000 annual aggregate
$ 1,000,000 single limits
$ statutory limits
The commercial general liability and automobile liability policies will name the City as an additional
insured on a primary, non-contributing basis, and proof of all insurance coverage shall be furnished to
the City by way of an endorsement to san1e or certificate of insunmce prior to the provision of services.
The certificates shall clearly indicate that Consultant has obtained insurance of the type, an10unt, and
classification as required for strict compliance with this section. Failure to comply with the foregoing
requirements shall not relieve Consultant of its liability and obligations under this Agreement.
ARTICLE 6. TERMINATION.
6.1 TERMINATION BY CITY: The City (through its City Manager or designee) may terminate
the Contract Docwnents if the Contractor:
I. refuses or fails to supply enough properly skilled workers or proper materials;
2. fails to prosecute the Work in a timely manner;
3. fails to make payment to subcontractors for materials or labor in accordance with the
respective agreements between the Contractor and the subcontractors;
4. disregards or talces action contrary to any laws, ordinances, or rules, regulations
orders ofa public authority having jurisdiction;
5. takes action, short of declaring bankruptcy, evidencing insolvency;
6. fails or refuses to provide and/or maintain insurance or proof of insurance or the
public construction bond as required by the Contract Documents; or,
7. otherwise is in breach of a provision of the Contract Documents. ·
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When any of the above reasons exist, the City, may without prejudice to any other rights or remedies
of the City and after giving the Contractor written notice and five (5) days to cure, terminate the
Contract and Contract Documents and may:
1. talce 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,
2. finish the Work by whatever reasonable method the City may deem expedient.
The Contractor shall be liable for any damage to the City, including additional attorney and
engineering/architectural 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 tenninates 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.
Should it be detennined 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.
6.2 TERMINATION BY THE CITY FOR CONVENIENCE: The City may, at any time,
terminate the Contract Documents for the City's convenience and without cause. Upon receipt of
written notice from the City of such tennination for the City's convenience, the Contractor shall:
1. cease operations as directed by the City in the notice;
2. take actions necessary, or that the City may direct, for the protection and
preservation of the Work; and
3. except for Work directed to be performed prior to the effective date of
tennination 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 reasonable costs incurred by reason of such termination including
tennination payments to subcontractors and demobilization costs.
ARTICLE 7. CONTRACT DOCUMENTS.
7 .1 Contract Documents. The Contract Documents are incorporated herein by reference as if
originally set forth in this Contract, and comprise the entire agreement between the City and
Contractor. The Contract Documents consist of the tem1s and conditions set forth in this Contract,
the IFB including all Project plans/drawings and issued addenda; the bid submitted by the Contractor;
and any duly executed and City issued Change Orders, Work Directive Changes, Field Orders and
amendments relating thereto. If, during the performance of the Work, the Contractor finds an
ambiguity, error or discrepancy in the Contract Documents, the Contractor shall 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:
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First Priority:
Second Priority:
Third Priority:
Fourth Priority:
Change Orders, Work Directive Changes, Field Orders and Amendments
approved and executed by the parties
Terms and conditions of this Contract
The IFB, addenda issued with the IFB, and Project plans
Contractor's Bid
7.2 Contract Administrator. Whenever the term "Contract Administrator" is used herein, it is
intended to mean the City Manager or designee, for the City of Lake Worth Beach, Florida. In the
administration of this Contract, all parties may rely upon instructions or determinations made by the
Contract Administrator except that all determinations that result in an increase in Contract Time
and/or an increase in the Contract Price, shall require a formal Change Order executed by the City
Manager or the City Commission (depending on the authority set forth in the City's Procurement
Code).
ARTICLE 8. CONTRACTOR'S REPRESENTATIONS AND SCOPE OF WORK.
8.1 In order to induce City to enter into this Contract, Contractor makes the following
representations:
I. Contractor has examined and carefully studied the Contract Documents and any data and
reference items identified in the Contract Documents.
2. Contractor has visited the Project site ("Site''), conducted a thorough, alert visual
examination of the Site and adjacent areas, and become familiar with and is satisfied as to
the general, local and Site conditions that may affect cost, progress and performance of the
Work.
3. Contractor is familiar with and is satisfied as to all Laws and Regulations that may affect
cost, progress and performance of the Work.
4. Contractor has studied carefully all: (1) reports of explorations and tests of subsurface
conditions at or adjacent to the Site and drawings of physical conditions relating to existing
surface or subsurface structures at the Site that have been identified in the Contract
Documents, especially with respect to any technical data in such reports and drawings, and
(2) reports and drawings related to Hazardous Environmental Conditions, if any, at or
adjacent to the Site that have been identified in the Contract Documents, especially with
respect to technical data in such reports and drawings. Contractor accepts the determination
set forth in the Contract Documents of the extent of the technical data contained in such
reports and drawings upon which Contractor is entitled to rely, if any.
5. Contractor has obtained and carefully studied (or assumes responsibility for obtaining and
carefully studying) all such examinations, investigations, explorations, tests, reports and
studies, if any, (in addition to or to supplement those referred to in paragraph 7.4 above)
which pertain to the subsurface or physical conditions at or adjacent to the Site or otherwise
may affect the cost, progress, performance or furnishing of the Work as Contractor considers
necessary for the perfonnance or furnishing of the Work at the Contract Price, within the
Contract Time and in accordance with the other terms and conditions of the Contract
Documents; and no additional examinations, investigations, explorations, tests, reports,
studies or similar infonnation or data are or will be required by Contractor for such purposes.
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6. Contractor has reviewed and checked all infonnation and data shown or indicated on the
Contract Documents, if any, with respect to existing Underground Facilities at or adjacent to
the Site and assumes responsibility for the accurate location of said Underground Facilities.
No additional examinations, investigations, explorations, tests, reports, studies or similar
infonnation or data in respect of said Underground Facilities are or will be required by
Contractor in order to perfonn and furnish the Work at the Contract Price, within the Contract
Time and in accordance with the other tenns and conditions of the Contract Documents.
7. Contractor has considered the infonnation known to Contractor itself; infonnation
commonly known to contractors doing business in the locality of the Site; infonnation and
observations obtained from visits to the Site; the Contract Documents; and the site-related
reports and drawings identified in the Contract Documents, with respect to the effect of such
infonnation, observations, and documents on ( 1) the cost, progress and perfonnance of the
work; (2) the means, methods, techniques, sequences, and procedures of construction to be
employed by Contractor; and (3) Contractor's safety precautions and programs.
8. Contractor has correlated the results of all such observations, examinations, investigations,
explorations, tests, reports and studies with the tenns and conditions of the Contract
Documents and based on the information and observations referred to above, the Contractor
agrees that no further examinations, investigations, explorations, tests, studies, or data are
necessary for the perfonnance of the work at the Contract Price, within the Contract Times,
and in accordance with the other tenns and conditions of the Contract Documents.
9. Contractor has given the Contract Administrator written notice of all conflicts, errors or
discrepancies that Contractor has discovered in the Contract Documents and the written
resolution thereof by the Contract Administrator is acceptable to Contractor.
10. Contractor acknowledges that the Contract Documents are generally sufficient to indicate
and convey an adequate understanding of all tenns and conditions for perfonnance and
furnishing of the Work.
11. Contractor's entry into this Contract constitutes an incontrovertible representation by
Contractor that without exception all prices in the Contract are premised upon performing
and furnishing the Work required by the Contract Documents.
12. Contractor is aware of the general nature of work to be perfonned by City and others at
the Site that relates to the Work as indicated in the Contract Documents.
13. Contractor agrees to be solely responsible for compliance with all applicable
environmental and safety laws and regulations, for any liability arising from non-compliance
with the laws and 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 issued pursuant to the Clean Air Act ( 42 U.S.C.
7401-767lq) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-
1387).
8.2 The Project and Work includes al I materials and services and other things necessary for the
Contractor to complete the Project as described the Contract Documents.
8.3 The Contractor represents to the City that the Work provided under the Contract Documents
shall be in accordance with accepted and established trade practices and procedures recognized in the
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Contractor's trade in general and that the materials shall conform to the highest standards and in
accordance with the Contract Documents.
8.4 The Contractor represents that it is licensed to do business in the State of Florida and holds
and will maintain all applicable licenses required for the work to be completed under the Contract
Documents. The Contractor further warrants its capability and experience to perform the work
provided for herein in a professional and competent manner.
8.5 The Work shall be perfonned by the Contractor or under its supervision and all personnel
engaged in perfonning the work shall be fully quali fled and, if required, authoriz.ed or pennitted under
the state and local law to perfonn such Work. All of the Contractor's personnel (and all
subcontractors), shall comply with all applicable laws and regulations governing safety and security.
8.6 Should the City require additional materials or services not included in the Contract
Documents, fees and payment for such work will be set forth in a separate written amendment or
change order prior to any such additional materials or services being provided by the Contractor. The
Contractor has no authority to approve any changes to the Contract Documents without prior written
authorization from the City's Contra.ct Administrator.
8.7 The City's Fiscal Year ends on September 30 th of each calendar year. The City cannot
authorize the purchase of goods or services beyond September 30th of each calendar year, prior to the
annual budget being approved by the City Commission or funds otherwise being available to pay the
Contractor. Additionally, the City must have budgeted appropriate funds for the goods and services
in any subsequent Fiscal Year. If the budget is approved for said goods and services, the City will
issue a new purchase order for the remaining approved goods and/or services but the tenns of such
purchase order shall not apply; the Contract Documents shall control.
ARTICLE 9. MISCELLANEOUS.
9. l Assignment. Unless expressly agreed to elsewhere in the Contract Documents, no assignment by
a party hereto of any rights under or interests in the Contract Documents will be binding on another
party hereto without the written consent of the party sought to be bound; and specifically but without
limitation moneys that may become due and moneys that are due may not be assigned without such
consent (except to the extent that the effect of this restriction may be limited by law), and unless
specifically stated to the c.ontrary in any written consent to an assignment, no assignment will release
or discharge the assignor from any duty or responsibility under the Contract Documents.
9.2 Succ~sors and a.-:signs. City and Contractor each binds itself, its partners, 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.
9.3 Severability. Any provision or part of the Contract Documents held to be void or unenforceable
under any Law or Regulation shall be stricken, and all remaining provisions shall continue to be valid
and binding upon City and Contractor, who agree that the Contract Documents shall be refonned to
replaced such stricken provision or part thereof with a valid and enforceable provisions that comes
as close as possible to expressing the intention of the stricken provision.
9.4 Public entity crimes. 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 on a contract to provide any
goods or services to a public entity, may not submit a bid on a contract with a public entity for the
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construction or repair of a public building or public work, may not be awarded or perfonn Work as a
contractor, supplier, subcontractor, or consultant 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 of36 months from the date ofbeing placed
on the convicted vendor list.
9.5 Inspector General. In accordance with Palm Beach County ordinance number 2011-009, the
Contract Documents may be subject to investigation and/or audit by the Palm Beach County Inspector
General. Contractor should review such ordinance in order to be aware ofits rights and/or obligations
under such ordinance and as applicable.
9.6 Waiver. Failure of either party to enforce or exercise any right(s) under the Contract Documents
shall not be deemed a waiver of either party's right to enforce said right(s) at any time thereafter.
9. 7 Waiver of jury trial. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY
LmGATION, EACH PARTY HEREBY WANES ITS RIGHTS TO A TRIAL BY JURY IN ANY
LITIGATION RELATED TO THE CONTRACT DOCUMENTS.
9.8 Independent Contractor. The Contractor is, and shall be, in the perfonnance of all Work under
the Contract Documents, an Independent Contractor, and not an employee, agent, or servant of the
City. All persons engaged in any of the Work perfonned pursuant to the Contract Documents shall
at all times and in all places be subject to the Contractor's sole direction, supervision and control.
9.9 Acc~ss and audits. The Contractor shall maintain adequate records to justify all charges, expenses,
and costs incurred in estimating and perfonning the Work for at least five (5) years after final payment
is made. The City shall have access to such books, records, and documents as required for the purpose
of inspection or audit during normal business hours at the Contractor's place of business. Under no
circumstances will Contractor be required to disclose any confidential or proprietary infonnation
regarding its products and service costs.
9.10 Pr~paration. The Contract Docwnents shall not be construed more strongly against either party
regardless of who was more responsible for its preparation.
9.11 Public Records Law. As applicable, the Contractor shall comply with Florida's Public Records
Laws, and specifically agrees to:
1. Keep and maintain public records required by the City to perfonn the service.
2. Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes or as otherwise provided by law.
3. Emure 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 the contract term and following completion of the contract if the
Contractor does not transfer the records to the City.
4. Upon completion of the 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
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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, in a format that is compatible
with the infom1ation technology systems of the City.
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, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS OR DESIGNEE AT: ATTENTION CITY CLERK,
(561) 586-1660 OR CITYCLERK@LAKEWORTHBEACHFL.GOV OR
7 NORTH DIXIE IDGHWA Y, LAKE WORTH BEACH, FL 33460.
9.12 Enforcement costs. If any legal action or other proceeding is brought for the enforcement of the
Contract Documents, or because of an alleged dispute, breach, default or misrepresentation in
connection with any provisions of the Contract Documents, the parties agree that each party shall be
responsible for its own attorney's fees.
9.13 Binding authority. Contractor's representative below has full power, authority and legal right to
execute and deliver these Contract Documents and perfonn all of its obligations under the Contract
Documents. By signing the Contract Documents, the representative hereby represents to the City that
he/she has the authority and full legal power to execute the Contract Documents and any and all
documents necessary to effectuate and implement the tenns of the Contract Documents on behalf of
the party for whom he or she is signing and to bind and obligate such party with respect to all
provisions contained in the Contract Documents.
9.14 Assignment of warranties. Contractor shall assign to City all warranties extended to Contractor
by material suppliers. If an assignment of warranty requires the material supplier to consent to same,
then Contractor shall secure the material supplier's consent to assign said warranties to City.
9 .15 Contractor's certifications. Contractor certifies that it has not engaged in corrupt, fraudulent,
collusive, or coercive practices in competing for or in executing the Contract Documents. For the
purposes of this paragraph:
I. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value
likely to influence the action of a public official in the bidding process or in the Contract
execution;
2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence
the bidding process or the execution of the Contract Documents to the detriment of City, (b)
to establish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive City
of the benefits of free and open competition;
3. "collusive practice" means a scheme or arrangement between two or more Bidders, with
or without the knowledge of City, a purpose of which is to establish Bid prices at artificial,
non-competitive levels; and
4. "coercive practice" means banning or threatening to harm, directly or indirectly, persons
or their property to influence their participation in the bidding process or affect the execution
of the Contract Documents.
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9.16 Construction defe,;ts. 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.
9.17 Delays; Contractor's remedies. NOTHWITHSTANDING ANY PROVISION ELSEWHERE
IN THE CONTRACT DOCUMENTS, NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER
THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST CITY
BY REASON OF ANY DELAYS. Contractor shall not be entitled to an increase in the Contract
Price or payment or compensation of any kind from City for direct, indirect, consequential, impact
or other costs, expenses or damages, including, but not limited to, costs of acceleration or
inefficiency, arising because of delay, disruption, interference, or hindrance, be it reasonable or
unreasonable, foreseeable or avoidable or unavoidable. Contractor shall be entitled only to extensions
of the Contract Time as the sole and exclusive remedy for such resulting delays, in accordance with
and the extent specifically provided herein.
9.18 Termination/or failw-e to provide Public Constn1ction Bond. If a Public Construction Bond is
required under the Construction Documents and the Contractor fails to provide the fully executed
Public Construction Bond, including a certified copy of the Public Construction Bond as recorded in
the Official Records for Palm Beach County, within fifteen (15) calendar days after the Contractor's
and City's execution of this Contract, the City may immediately tenninate this Contract upon written
notice to the Contractor and the City shall have no further obligation to the Contractor under the
Contract Documents. In the event of such tennination, the Contractor shall also forfeit its bid security
to the City.
9.19 Scrutinized Companies.
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
StaMes, the City may immediately tenninate 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 tenn of this Contract.
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 tenninate 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 tenn of this Contract.
3. The Contractor agrees to observe the above requirements for applicable subcontracts
entered into for the perfonnance of work under this Contract.
4. The Contractor agrees that the certifications in this section shall be effective and relied
upon by the City for the tenn of this Contract, including any and all renewals.
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.
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6. As provided in Subsection 287.135(8), Florida Statutes, iffedera] Jaw ceases to authorize
the above-stated contracting prohibitions then they shall become inoperative.
9.20 Counterparts: 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. Further, this Contract may be executed by
electronic signature as authorized by the City.
9.21 Entire Contract and Amendment: This Contract (together with the other Contract Documents)
supersedes any and a]] 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.
9.22 Governing Law; Consent to Jurisdiction: This Contract (together with the other Contract
Documents) shall be governed by and construe.cl and interpreted in accordance with the laws of the
State of Florida Each of the parties hereto 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; 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, 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
Contract or the subject matter hereof may not be enforced in or by such courts.
9.23 Third Party Beneficiary rights: This Contract shall create no rights or claims whatsoever in any
person other than a party herein.
9.24 Severability: 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.
9.25 Effective date: The effective date of this Contract is the date the Contract is approved by the
City Commission or City Manager as appropriate.
9.26 Compliance: Each of the parties agrees to perfonn 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.
9.27 Work for Hire: 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,
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assignments and other documents required for the protection of City's right to such Documents. The
Contractor shall retain copies of the Documents for a period of three (3) years from the date of
completion of the Project. 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.
9.28 Continuing Obligations: 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.
9 .29 Notice: 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 or by hand-delivery 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:
Spatco Energy Solutions LLC
461 NW 6th Ave
Florida City, FL 33034
Either party may amend this provision by written notice to the other party. Notice shall be deemed
provided upon receipt of certified mail (signed receipt) or overnight courier (signed receipt) or hand-
delivery (signed receipt).
9.30 Warranty/Guaranty: All Work, materials, labor, and equipment to be furnished and/or installed
by the Contractor under the Contract Documents shall be guaranteed by the Contractor or
manufacturer, if any, for a period of one year from the date of final approval of the Project against
defective materials, design and workmanship. Upon receipt of notice from the City of failure of any
part covered under such warranty/guaranty period, the affected Work, labor, materials, or equipment
shall be repaired and/or replaced promptly by the Contractor or the manufacturer at no expense to the
City. In the event the Contractor fails to make the necessary repairs or replacements within thirty (30)
days after notification by the City, the City may accomplish the repairs and/or replacements at the
expense of the Contractor.
9.31 Prott!ction of Work and Property: The Contractor shall continuously maintain adequate
protection of all Work from damage, and shall protect such Work and the City's property from injury
or loss arising during the term of the Contract. Except for any such damage, injury, or loss which
may be directly caused by the City or its employees, the Contractor shall adequately protect adjacent
property, as provided by the law, and shall provide guard fences, lights, and any other necessary
materials to carry out such protection.
Page 13 of16
DocuSign Envelope ID: 4E846E93-136C-4107-989F-99C514379914
Until final acceptance of the Project by the City, the Contractor shall talce every necessary precaution
against injury or damage to the Work by the action of the elements or from any other cause
whatsoever, and the Contractor shall repair, restore and make good, without additional charge any
work occasioned by any of the above causes before its completion and acceptance by the City.
9.32 Subcontractors: The total work to be accomplished by subcontractors is listed in the
Contractor's bid (if any) and may not be changed unless approved in writing by the Contract
Administrator. The balance of Work must be accomplished by the Contractor's own forces. The
Contractor shall be responsible for the acts or omissions of its subcontractors. The subcontractors
shall have insurance consistent with the insurance required of the Contractor as set forth in the
Contract Docwnents unless otherwise agreed in writing by the Contract Administrator.
10. E-Verify: Pursuant to Section 448.095(2), Florida Statutes, beginning on January I, 2021, the
Contractor shall:
1. Register with and use the E-Verify system to verify the work authorization status of all
newly hired employees and require all subcontractors (providing services or receiving
funding under this Agreement) to register with and use the E-Verify system to verify the
work authorization status of all the subcontractors' newly hired employees;
2. Secure an affidavit from all subcontractors (providing services or receiving funding
under this Agreement) 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;
3. Maintain copies of all subcontractor affidavits for the duration of this Agreement and
provide the same to the City upon request;
4. Comply fully, and ensure all of its subcontractors comply fully, with Section 448.095,
Florida Statutes;
5. Be aware that a violation of section 448.09, Florida Statutes (Unauthorized Aliens;
Employment Prohibited), shall be grounds for tennination of this Contract; and,
6. Be aware that if the City terminates this Contract under Section 448.095(2)(c), Florida
Statutes, the Contractor may not be awarded a contract for at least one (I) 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 PAGE INTENTIONALLY LEFr BLANK
SIGNATURE PAGE FOLLOWS
Page 14 of16
DocuSign Envelope ID: 4E846E93-136C-4107-989F-99C514379914
IN WITNESS WHEREOF, the City and Contractor have caused this Construction Contract
for the Fleet Fuel System and Dispenser Replacement to be executed the day and year shown below.
CITY OF LAKE WORTH BEACH, FLORIDA
ATTEST:
~ ~
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By: __ (Ju;_·~---b()-j_~ __
Glen J. Torcivia, City Attorney
CONTRACTOR:
[Corporate Seal]
Betty Resch, Mayor
APPROVED FOR FINANCIAL
SUFFICIENCY
~ l\titi.u-By: _________ _
Bruce T. Miller, Financial Services Director
SPATCO ENER s J/✓•
/
_l,l
By: _ _...;.;.--~'---___;=-----
Title:\~
sTATEoF ~lo(1cl~ )
coUNTY oF _P ...... m __ e ....... l\Ct ............ S ____ j
THE FOREGOING instrument was acknowledged before me by means of• physical
~resence or • online notarization on this :J:J day of Atfc:JOS-t-2022, by
8tdr.f(;) MaM , as the \/ f [title] of SPATCO ENERGY
SOLUTIONS LLC, a Florida 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 bind the CONTRACTOR to the same.
Notary Seal:
Page 15 of16
DocuSign Envelope ID: 4E846E93-136C-4107-9B9F-99C514379914
Exhibit "A"
BID
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
Bid of:
Total Bid Amount:
Additive Alternate:
Spatco Energy Solutions, LLC
(Write Dollar FlgUre Here)
$138,700.00
$131,700.00
Grand Total Inclusive
of Additive Alternate: $270,400.00
Time of Work:
Matenal Supply nme :: so days
PermlWng c 120 days
Construction :: 10 days
Page 16 of16
EXHIBIT "B"
Contractor's Quote
nSPATCO
E N E R G Y SOLUTIONS
Clearwater -(727) 540-0931
Fort Myers -(239) 731-6766
Sunrise -(954) 742-1735
Jacksonv ille -(904) 388-7571
Orlando -(407) 339-2384
Tallahassee -(850) 765-6909
DATE: 5/19/2023
TO: City of South Miami
6130 Sunset Dr ive
South Miami, FL, 33143
ATTN: Steven Kuli ck
skulick@southmiamifl.gov
(305) 663-6339
FROM: Mark Casaba
Mark.casabo@spatco.com
(321) 246-8248 Cell
SPATCO Energy So lutions LLC
5150 NW 109th Ave Suite 1
Sunrise,FL,33351
PROPOSAL:
Insert Proposal title here
DESCRIPTION OF PROVIDED MATERIAL & SERVICE:
PROPOSAL ID: MC02132023
LOCATION 1 & 2 Location ttl
City Hall
6130 Sunset Drive
South Miami, FL, 33143
Lo cation #2
Public Works
4795 SW 75 Avenue
Miami, FL, 33155
SPATCO Energy Solutions is pleased to submit this proposal based on our interpretation of your
requirements. The requirements are li st ed as follows:
1. Upon co ntract award, secure proper permits using City of South Miami supplied site plans. All permit
fees to be paid by customer at cost.
2. Mobilize personnel and equipment to project site.
3 . Temporarily barricade work area to provide a safe working environment.
4. Shutdown and lock out electrical power to existing fuel dispenser/fuel manag ement system.
5. Remo ve (1) dispenser at loca tion #1 & #2 and set asi d e .
6. Location #1. Furnish and install (1) New Wayne Model #G6202D/2GJK/Wl Single Product (Unleaded), Dual
Si ded Hose, Reliance Flee t Mechanical Dispenser with 10: 1 pulser. Location #2. Furnish and install (1) New
Wayne Model #/G6203P/2GJK Double Product (Unleaded & Diesel) Dual Sided Hose, Reliance Fleet
Mechanical Dispenser with 10:1 pulser.
FLORIDA LOCATIO NS
4568 131" Ave N, Clearwater FL, 33762
325 Dan e Lane, Lon gwood, FL 32750
2586 Lane Ave N, Jacksonville, FL 32254
5150 NW 109th Ave (Suite 1), Sunrise FL, 33351
17464 East St, North Fort Myers, FL 33917
950 Yulee St., Ta llahassee, FL 32304
Page 1 of 5
Member of e
7. Locations #1 & #2. Furnish and install, (4) new hoses, (4) new nozzles, (4) new swivels, (4) new breakaways
for (2) fuel dispensers.
8. Once the fuel installation is complete, turn the electrical on and startup dispensers. Purge fuel in through
the hoses and purge air out.
9. Incorporate the new fuel dispenser with the new AssetWorks Fuel Management System.
10. Remove (2) existing OPW Petro Vend Fuel Management System and set aside.
11. Connect (2) New Fuel Management System reusing existing electrical supply.
12. Furnish and Install (2) Fuel Drive Island Controller with pedestal (2) HID and (4) Hose RFC1350 with (2) MAG
reader. System configured to use employee HID badges if compatible.
13. Haul away old fuel dispenser's/fuel management systems, debris and properly dispose of.
PRICING & BREAKDOWN: $98,900.00
1. Furnish, install and removal of (2) fuel dispensers. $36,400.00 total. ($18,200.00 each)
2. Furnish, install and removal of (2) fuel management systems. $62,500.00. ($31,250.00 each)
3. Demo and installation of fuel islands. (excluded).
NOTES:
a) Any needed changes will be done on a time and material basis.
b} Any costs related to permitting will be handled on a time and material basis.
c) Pricing is based off of reusing existing electrical. If additional electrical work is required, it would
result in increased costs.
d} All permit fees to be paid by customer at cost. Any costs related to permitting will be handled on
a time and material basis.
TERMS:
Payment Terms: 25% due upon acceptance of this contract balance is due upon completion. Wayne equipment is due upon acknowledgement of
shipment from the manufacturer; if this cannot be met then add 15%. All Payments should be made to the principal office of SPATCO Energy
Solutions, LLC. Only past due or unpaid balance shall accrue interest at the rate of 1½% per month. Purchaser further agrees to pay SPATCO
Energy Solutions, LLC reasonable attorney's fees and court cost if this account is placed in the hands of an attorney for collections.
Acceptance: This proposal, when accepted by the purchaser, and final approval of seller's Official Officer, will constitute a bona fide contract
between us, subject to all terms and conditions on the reverse side. It is expressly agreed that there are no promises, agreements, or
understandings, oral or written, not specified in this proposal. The Equipment in this proposal remains the property of SPATCO Energy Solutions
until the contract is paid in full. SPATCO Energy Solutions retains the right to remove the equipment for non-payment at our discretion.
THANK YOU, AUTHORIZATION, APPROVAL,
FLORIDA LOCATIONS ~PE,~ -4568131st Ave N, Clearwater FL, 33762
325 Dane Lane, Longwood, FL 32750 MEMBER
-2586 Lane Ave N, Jacksonville, FL 32254
5150 NW 109th Ave (Suite 1), Sunrise FL, 33351
17464 East St, North Fort Myers, FL 33917
950 Yulee St., Tallahassee, FL 32304
Page 2 of 5
Mark Casaba
Commercial Manager
SPATCO Energy Solutions
Date Customer Name Date Andy Adams
Vice President
SPATCO Energy Solutions
SPATCO ENERGY SOLUTIONS TERMS AND CONDITIONS OF SALE
Date
1. Terms; Price; Payment. Buyer's purchase of goods, equipment or parts (collect ively, "Goods") or services from SPATCO Energy So lutions, LLC {"Seller") shall be
governed solely by these Terms and Conditions of Sale, the terms in Seller's invoice, and the terms of any quotation or installation agreement signed by both Buyer
and Seller (collectively, "Terms"). No term o f any purchase order or o t her document issued by Buyer, other than Buyer's acceptance of the Terms, shall become a part
of the agreement between the parties or bind Seller. Seller's sale of the Goods or services is expressly conditioned on Buyer's acceptance of these Terms, and Seller
objects to all d ifferent and additional terms in Buyer's purchase order and other documents. The purchase price of the Goods and services is specified in Seller's
invoice. The purchase price does not include any sales, use, revenue, excise or other taxes or governmental cha rges . If Seller is required to collect those t axes or
charges, Seller will add them to the purchase pri ce and invoice Buyer (in the original i nvoice or separately), and Buyer w ill pay them. Unless Seller's invoice provides
otherwise, the purchase price of Goods does not include installation, training, setup or other sim ilar serv ices. I f Seller agrees to provide those services, the services
and the additional charges Buyer shall pay shall be specified i n Seller's invoice. Unless Seller's invoice specifies a different payment schedule, the total purchase price
of the Goods shall be due and payable on delivery of the Goods, and the total purchase price of the services shall be due and payable when the services are
performed. No partial payment by Buyer shall constitute an accord and sa tisfaction or otherwise satisfy the entire outstanding balance of any invoice of Seller,
notwithstanding any notation or statement accompanying that payment. All prices are quoted in good faith; however, from time to time, manufacturers may change
prices without notice prior to shipment, Seller may quote an incorrect price, or applicable taxes may increase, in which case a price or tax increase may be added to
the purchase price.
Buyer hereby grants and Seller retains a purchase money security interest in t he Goods, including the proceeds therefrom, for the purpose of securing Buyer's
ob liga tion to make payment in full, until payment is received in full in cash or collected fund s, at which time the security interest shall cease. Se ller may, at i ts option,
repossess the Goods upon Buyer's default, and charge Buyer with any deficiency. Buyer hereby authorizes Seller to file appropriate financing statements for
perfecting this security interest. If the work is to be performed on property not owned by Buyer, upon Seller's request, Buyer shall provide a Landlord's Waiver in a
form accept able t o Seller.
Seller r eserves the right to ship under reservation for payment against documents of title. Title and a first and prior security interest to the Goods shall remain with
the Seller until all payments are made and all conditions herein conta ined are and have been fully completed. T he Goods shall at all times be deemed personal
property, even after attachment or connection to realty. Buyer shall keep the Goods in good working condition and physical appearance free of liens, and until the
purchase price is fully paid shall maintain such insurance as described below under Insurance.
2. Substitution. Any identificati on of Goods by brand name, manufacturer, catalog number, part number or other designation in Buyer's purchase order, Se ll er's
documents or elsewher e only establishes a general quali ty standard and does not r equir e Seller to supply a particular item. Se ll er shall have the right t o select other
Go ods that in Seller's opinion meet that general quality standard.
3. Delivery. All pric es are net of any delivery charges, all of which Buyer shall pay. Delivery shall occur and title and all risk of loss shall pass to Buyer upon the earliest
t o occur of the following: (a) Buyer takes possession of the Goods; (b) the Goods leave Seller's premises to be delivered to Buyer; or (c) the Goods are placed in the
possession of a common, con t ract or other ca rrier to be delivered to Buyer. Seller shall not be responsible for any damage to the Goods caused by a carrier, and
Buyer's so le recourse for that damage shall be against the carrier. All delivery schedules and d ates given by Seller are estimates only.
4. Warranty. As to Goods that are new and unused, Buyer shall have the warranty offered by the manufacturer. As to Goods that are not new and unused, t here is no
warranty, and Buyer shall take the Goods AS IS. Seller makes no warrant ies as t o any Goods. As to services, Seller warrants to Buyer for a period of thirty (30) days
after the date of invoice that they were performed in accordance with good commer cia l practices; provided, however, that wit h respect to any tank cleaning services
provided by Seller, no warranty is m ade that the t anks will be free of i mpurities after such cleaning has been co mpleted, and Seller shall have no liability or
responsibility for any such impurities. No agent, sales representative or employee of Seller shall have any authority to modify or expand this warranty in any way. This
warranty is li mited to the original Buyer and may not be transferred. Seller will provide manufacturer's product information and installation instructions for
informational purposes, but makes no representations regarding such information. This warranty shall be null and v oid if (a) the Goods or services are abused,
misused, damaged by accident, used contrary to the manufacturer's instru ctio ns, or modified by anyone not au thorized by the manufacturer, {b) the Goods or
services are not maintained in accordance with the manufacturer's instructions or are given inadequate care, power, air or lubrication, (c) Buyer does not p ay the
purchase price for the Goods or the services as and when due, {d) replacement parts other than those authorized by the manufacturer are installed in or on the
Goods, or (e) Buyer does not allow the manufacturer or Seller access to the Goods or the work for purposes of inspection, repair or replace ment. Buyer shall give
Seller immediate written notice of any warranty claim, shall allow Seller access to the Goods and the work on Buyer's premises to inspect, rep air or rep lace the Goods
or the work, and shall return t he Goods t o Seller, freight and insurance prepaid, at Seller's request , for inspect ion, repair or replacement. Buyer shall not ship Goods
to Seller for warranty service w i thout first obtaining Seller's approval and instructions. Buyer's so le and exclusive remedy for a breach of the manufacturer's warranty
sha ll be as set forth in the manufa cturer's w arranty. In the event of a breach of Selle r's se rvice warranty, Seller, at its o ption, shall either re-perform the non-
confirming service or refund to Buyer t hat portion of the price paid by Buyer for the nonconforming service.
S. DISCLAIMERS; LI MITATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SELLER DISCLAIMS ALL WARRANTIES AND REPRESEN TATIONS OF ANY KI ND AS TO
THE GOODS AND SERVICES, EXPRESS AND IMPLIED, INCLUDING ALL REPRESENTATIONS AND WARRANTIES AS TO THE DESIGN, QUALITY OR CONDIT ION OF THE
GOODS, MERCHANTABILITY, THE FITNESS OF THE GOODS OR SERVICES FOR ANY PAR TICULAR PURPOSE, INFRINGEMENT, THE SUITABILITY OF THE GOODS OR
SERVICES FOR BUYER'S PURPOSES, OR THE IMPACT OF THE GOODS OR SERVICES ON BUYER'S OPERATIONS. Se ller makes no w arranties o r guarantees regarding the
production or performance Buyer or any other pe r son or entity m ay obt ain from the Goods or services. Buyer must give Seller written notice of any claim th at it has
regarding the condition, quantity or quality of the Goods or se rvices or the nonconformity of the Goods or services w i thin 30 days after the delivery of th e Goods or
@PEI .
MEMBER
FLORIDA LOCATIO NS
4568 131" Ave N, Cl earwater FL, 33762
325 Dane Lane, Longwood, FL 32750
2586 Lane Ave N, Jacksonville, FL 32254
5150 NW 109th Ave (Suite 1 ), Sunrise FL, 33351
17464 East St, North Fort Myers, FL 33917
950 Yulee St., Tallahassee, FL 32304
Page 3 of 5
Member ol
~
the performance of the services (or, with respect to any nonconformi ty of the Goods with the manufacturer's warranty, within the period specified in the
manufacturer's warra nty). The notice m ust specify the bas is of Buyer's claim in deta il and identify the Goods or services at issue. Seller shall have a reasonab le
opportunity to inspect the Goods or work at issue and a reasonable time to cure any nonconformity. Buyer's failure to comply with this paragraph shall consti tute
Buyer's acceptance of the Goods and services and shall bind it to pay Seller the full purchas e price of the Goods and services. SELLER SHALL NOT BE LIABLE UNDER
ANY CIRC UMSTANCES FOR ANY SPECIAL, INDIRECT, INCIDE NTA L, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUD ING LOST REVENUES AND PROF ITS, EVEN IF IT HAS
BEE N ADVISED OF THE POSSI BILITY OF THOSE DAMAGES. In no event shall Seller be liable for any amount arising out of or relating to the Terms, the Goods or the
services, whether in contract, tort, strict liability or otherwise, in excess o f the purchase price of the Goods or services at issue. Any action or proceeding by Buyer
arising out of or relating to the Terms, the Goods o r the services will be forever barred unless it is commenced within the earlier of: (a) one year after the claim or
cause of ac tion has accrued; or (b) t he period prescribed by applicable st atute of limitation or repose. The Terms contain Buyer's sole and exclusive remedies relating
to the Terms, a breach of the Terms, and the Goods or the services, regard less of the t heory of recovery. No delay in any of Seller's work shall entitle Buyer to any
reduction of the purchase price. Seller will not accept, pay or re imburse any invoices or charges for any warranty work performed by others. Notwithstanding
anything t o the cont rary in t he Terms, Seller shall not be responsi ble for any damages resulti ng from the negligence of Buyer or the failure of Buyer to monitor the
operat ion of all Go o ds on a daily basis in accorda nce with an y app l icable la w affecting the operation and t he equi pment, and Buyer shall be f u lly responsibl e for all of
those damages.
Buyer agrees to hold Seller harmless from and defend and indemnify it against any of Seller's or Buyer's losses in connection with any property damage, personal
injury or death, whether same relates to any claim, pena lt y, o r fin e by government agency for pollution, environmental damage, clean up, or otherwise, or w hether
any cla im is made by an y t h ir d party agai nst Seller o r Buyer or said damage, persona l injury or death is claimed or sustained by Buyer or made aga inst Buyer or Seller
in connection therewith, including but not limited to damages, costs, expenses, and attorney's fees, except to the extent that said damage, personal injury or death is
proven to have been caused by Seller 's sole negligence. Where a penalty, fine or claim for pollution damage or cleanup is made against Seller in connection with
installation of mater ials or eq uipment, Buye r agrees t o hold Seller harmless from and defend and indemnify it against same.
Seller, in furnishing services hereund er, is acting only as an in dependent contra ctor. Seller does not undertake by t his agreement or otherwise to perform any
obligations of Buyer, whether regulatory or contractual, or to assume any responsibility for Buyer's busi ness or operations.
6. Ca n ce llati on and Returns. Buyer may cance l an order only upon advance written approval of Seller and the manufacturer of the Goods that are t he subject of t he
ca ncellation. The Bu yer sha ll pre-pay t he fre ight charges, t he m anufacture r's restockin g charges, and Seller's handling fee equal to ten percen t (10%) of the q uoted
purchase pr ic e for the Goods or services that are the subject of t he cancellation. In add i t ion, any initial payment made for Goods or services relat ing to a car w ash
shall be retained by Seller. No merchandise is returnable without Seller's adva nce written consent. Merchandise must be returned w ithin ten (10) days of Buye r's
receipt of written authorization and must be accompanied by the invoice number and/or a copy of the sal es receipt. At the option of Seller, return of material prior to
receiving Se ller's approval will res ult i n material remaining the property of Buyer, and it will be stored at Buyer's risk and expense . If Seller accepts the materi al in
return for cr edit, a handling charge based in part on acceptance of the material for return by the manufacturer will be charged, and no credit will be issued to Buyer
until credit from the manufacturer is received.
7. Software. Se ller and it s licensors, if any, shall ret ain title to all software integrated in or accompanying the Goods. Buye r shal l only have the limited, nonexclusive
right to use the software in object co d e form only as specified by Seller or i t s licensors in order to operate the Goods. Buyer shall not, and shall not allow any person
or entity to, (a) remove, modify, copy, reverse engineer, decompile or disassemble the software, (b) merge the software with other programs, or (c) i nstall any other
software on the Goods. Buyer may transfer this limited right to use the software to a third party only if it does so together with the Goods and onl y i f the transfe ree
execu t es and delivers to Selle r before the transfer a written agreement to be bound by these Terms.
8. Insurance . Buye r shall pu rchase and m aintain general lia bilit y insurance, including coverage for bodily injury and property damage to the Goods. Buyer sha ll also
purchase and maintain unt il Buyer pays the Final Invoice builders' all risk insurance, including extended coverage fo r fire, theft and vandalism. At Seller's request,
Buyer shall provide a current certificate of insurance showing Buyer has in force the forego ing insurance and showing Seller as a loss payee to the extent of its
int erest s.
9. Default; Reme d ies. The occurrence of any of the following shall constitute an event o f default by Buyer: (a) Buyer's failure to pay any sum to Seller as and when
due ; (b) Buyer's defaul t under any other provisions of these Terms that is not cured within 10 days after Seller gives Buyer w ri tten notice of default ; Buyer is adj udged
bankrupt or a receiver or t rust ee is appointed for Buyer, or Bu yer is insolvent or makes a general assignment for the benefit of creditors. Upon t he occurrence of an
event of default , and in addition to any other rights and rem edies that Seller may have, Sel ler shall have the right, at its option, t o take one or more of t he following
actions: (a) declare all or part of Buyer's obligations to Seller immediately due and payable; (b) suspend its performance under or terminate pending purchase orders;
(c) foreclose its security interest in the Goods and/or repossess the Goods; (d) treat such event as a cancellation by Buyer, in which event Buyer shall be obligated to
perform the o b ligations set forth in Section 6 above, and (e) pu rsue its other rights and remedies under these Terms and applicable law. All amount s Buye r does not
pay as and when due shall accrue interest at t he rate of 18% per annum until paid in ful l. If Buyer defaults under its obligations to Seller, Buyer sha ll pay Seller all
costs of collection, including reasonable attorneys' fees and costs .
10. Force Majeure. Seller shall not be liable for delays or failure to perform directly or indirectly resulting from events and causes beyond Se ller's reas onable control,
accidents, act s of God, ac t s and omissions of any governmental authority, declared or undeclared wars, terrori sm, strikes or other labor disput es, fires and natural
calamities (including floods, earthquakes, storms and epidemics), changes in t he law, and delays in obtaining or the inabilit y to obtain l abor, materials o r services
t hr ough Seller's usual sources at normal prices. The occurrence of any such delay or fa ilu re shall extend Seller's time for performance for at least the period of delay
and shall give Seller the right t o allocate its production and deliveri es among its custo mers in its sole discreti on.
11 . Safety; General. Buyer w i ll fol low all instructions and d irec t ions, and will use all safet y devi ces, that Seller or the manufacturer provides for the use or operation of
the Goods. Any notice permitted or required under t he Terms shall be deemed given if in writing and delivered personally, deposited in the United States mail,
certified mail, return rece ipt requested, or sent by facsimile to the respective addresses of Seller and Buyer. Buyer may not assign to any person or entity all or a
portion o f its rights or obligat ions under the Terms or any order without Seller's prior written conse nt , and any attempted assignment without t hat co nse nt sha ll be
void . Seller reserves t he ri ght to co rrect cler ical and typographi ca l errors in any documen t . The Terms and any controversy relating t o them o r t he Goods or services
shall be governed by the laws of the State of North Carolina, excluding its conflicts of law principles. The United Nations Convent i on on the International Sale of
Goods is expressly excluded and shall not apply. Any action or proceeding relating to the Terms or their enforcement, or to the Goods or services, shall be
commenced and heard only i n the state courts for Mecklenburg County, North Carolina and the United States Dis trict Court for the West ern District of North Carolina.
Seller and Buyer hereby consent and submit to the j urisdict ion and venue of those courts. The Terms shall be binding on, and shall i nure to the benefit of, the parties
@PEI .
MEMBER
FLOR IDA LOCATIO NS
4568 131st Ave N, Cl ear wat er FL, 33762
325 Dane Lane, Longwo o d , FL 32750
2586 La n e A v e N, Jack sonville , FL 32254
5150 NW 109th Ave (Suite 1), Sunr i se FL, 33351
1 7464 East St, N orth Fort Myers, FL 33917
950 Yu lee St., Tallaha ssee, FL 32304
Page 4 o f 5
and their respective successors, heirs and permitted assigns. The Terms contain the entire agreement of the parties relating to the Goods and the services and
supersede all previous and contemporaneous agreements, understandings, usages of trade, and courses of dealing, whether written or oral. The Terms may be
modified only by a written agreement, signed by both parties, expressly modifying the Terms. No delay in exercising any right under the Terms shall constitute a
waiver of that right. If any provision of the Terms is held to be illegal, unenforceable or invalid for any reason, the remaining provisions shall not be affected or
impaired. The word "including" shall not be deemed to be limiting. In the event of any conflict between the terms and conditions set forth above and the terms and
conditions set forth in any quotation or installation agreement signed by both Buyer and Seller, the terms and conditions set forth in such quotation or installation
agreement shall control.
12. The parties hereby incorporate the requirements of 41 CFR. Section 60-1.4 (a)(7), 60-250.4 as amended (41 CFR 61-300) and 60-741.4, if applicable. In addition,
the parties hereby incorporate the requirements of 29 CFR Part 471, Appendix A to Subpart A if applicable.
~,.,-
MEMBER
FLORIDA LOCATIONS
4568 131st Ave N, Clearwater FL, 33762
325 Dane Lane, Longwood, FL 32750
2586 Lane Ave N, Jacksonville, FL 32254
5150 NW 109th Ave (Suite 1), Sunrise FL, 33351
17464 East St, North Fort Myers, FL 33917
950 Vulee St., Tallahassee, FL 32304
Page 5 of 5
E-VERIFY AFFIDAVIT
In accordance with Section 448.095, Florida Statutes, the City of South Miami requires all
contractors doing business with the City to register with and use the E-Verify system to verify the
work authorization status of all newly hired employees. The City will not enter into a contract
unless each party to the contract registers with and uses the E-Verify system.
The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on
how to provide proof of the contracting entity's participation/enrollment in E-Verify, please visit:
https://www.e-verify.gov/fag/how-do-i-provide-proof-of-my-participationenrollment-in-e-verify
By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida
Statutes and will comply with the E-Verify requirements imposed by it, including but not limited
to obtaining E-Verify affidavits from subcontractors.
d Check here to confirm proof of enrollment in E-Verify has been attached to this Affidavit.
In the presence of:
I Tc_· r
Signrl:zand;w;_= __ _
State of Florida
County of Pinellas
Print Name: Andrew Adams
Title: VP ----~,..,......,-----=-~-:------= Entity Name: SPATCO Energy Solutions, LLC
ACKNOWLEDGMENT
The foregoing instrument was ackno~ged before me by means of ~hysical presen~□ .
online notariz.ation, this lo day of Ju..l\e. ~ , 2~ byAfidr?/JJ !::t:2tlrr'5
(name of person) as \! :r._ (type of authority) for
-s--p.A-~-g......,.,.,..o_Ev_ '3' 1 Sj1tftt~ame of party on behalf of whom instrument is executed).
Gl&QJttL<]feb-
Notary Public (Print, Stamp, or Type as
/ Commissioned) V Personally known to me; or
Produced identification (Type of Identification:. ___________ _ ----Did take an oath; or ----Did not take an oath ---
Page 1 of 5
AGREEMENT BETWEEN
THE CITY OF SOUTH MIAMI
AND
SPATCO ENERGY SOLUTIONS, LLC
THIS AGREEMENT (this “Agreement”) is made effective as of the day of
, 2023 (the “Effective Date”), by and between the CITY OF
SOUTH MIAMI, FLORIDA, a Florida municipal corporation (the “City”), and SPATCO
ENERGY SOLUTIONS, LLC, a limited liability company, authorized and registered to do
business in the State of Florida (the “Contractor”). Collectively, the City and the Contractor are
referred to as the “Parties.”
WHEREAS, the City of South Miami (the “City”) currently has fuel dispensers and fuel
monitoring systems at City Hall (including the City’s Police Station) and various Public Works
facilities (the “Existing Equipment”), which Existing Equipment has become technologically
outdated and does not effectively manage fuel inventory; and
WHEREAS, the City desires to replace the Existing Equipment with new fuel dispensers
and fuel management systems together with Asset Works Management System (the “Equipment”);
and
WHEREAS, the City of Lake Worth Beach (“Lake Worth”) has competitively bid
Invitation for Bid (IFB) No. 22-109 (the “IFB”) for the Equipment and awarded a contract to the
Contractor, which contract is attached hereto as Exhibit “A” (the “Lake Worth Contract”); and
WHEREAS,the Parties wish to incorporate the terms and conditions of the Lake Worth
Contract attached hereto as Exhibit “A” in this Agreement, except as otherwise modified or
amended herein; and
WHEREAS,pursuant to Article III, Section 5 of the City Charter, the City may make
purchases through other governmental agencies that have followed similar bidding procedures;
and
WHEREAS,in accordance with Article III, Section 5 of the City Charter, the City wishes
to enter into an agreement with the Contractor for the removal of the Existing Equipment and
purchase and installation of the Equipment in an amount not to exceed $108,900 (inclusive of a
$10,000 contingency), based on the quote provided by the Contractor attached hereto as Exhibit
“B” and the terms and conditions of the Lake Worth Contract; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the City and the Contractor agree as follows:
1. Incorporation of Contract. The terms and conditions of the Lake Worth attached hereto as
Exhibit “A” are incorporated as though fully set forth herein. Except as otherwise specifically
7
Page 2 of 5
set forth or modified herein, all terms in the Lake Worth Contract are hereby ratified and
affirmed and shall remain unmodified and in full force and effect in accordance with its terms.
2. Conflicts; Order of Priority.This document without exhibits is referred to as the
“Agreement.” In the event of a conflict between the terms of this Agreement and any exhibits
or attachments hereto, or any documents incorporated herein by reference, the conflict shall be
resolved in the following order of priorities and the more stringent criteria for performance of
the Services shall apply:
A.First Priority: This Agreement;
B.Second Priority: E-Verify Affidavit;
C.Third Priority: Lake Worth Contract.
D.Fourth Priority: Contractor’s Quote.
3. Defined Terms. All initial capitalized terms used in this Agreement shall have the same
meaning as set forth in the Lake Worth Contract unless otherwise provided in this Agreement.
All references to the Lake Worth shall be replaced with the City of South Miami where
applicable.
4. Counterparts. This Agreement may be executed in several counterparts, each of which shall
be deemed an original and such counterparts shall constitute one and the same instrument.
5. Amending Section 3.1 of the Lake Worth Contract. Section 3.1 of the Lake Worth Contract
is hereby deleted in its entirety and replaced as follows:
Article 3. Contract Price.
3.1 The Contractor shall be compensated for the removal of the Existing Equipment
and installation of the Equipment in an amount not to exceed $108,900, inclusive
of a $10,000 contingency, based on the Quote of the Contractor attached hereto as
Exhibit “B.”
6. Amending Section 9.11 of the Lake Worth Contract. Section 9.11, Public Records
Law, of the Lake Worth Contract is hereby deleted in its entirety and replaced as
follows:
9.11 Ownership and Access to Records and Audits.
A.Contractor acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, compiled
information, and all similar or related information (whether patentable or
not) which relate to Services to the City which are conceived, developed or
made by Contractor during the term of this Agreement (“Work Product”)
belong to the City. Contractor shall promptly disclose such Work Product
to the City and perform all actions reasonably requested by the City
8
Page 3 of 5
(whether during or after the term of this Agreement) to establish and
confirm such ownership (including, without limitation, assignments,
powers of attorney and other instruments).
B.Contractor agrees to keep and maintain public records in Contractor’s
possession or control in connection with Contractor’s performance under
this Agreement. The City Manager or her designee shall, during the term of
this Agreement and for a period of three (3) years from the date of
termination of this Agreement, have access to and the right to examine and
audit any records of the Contractor involving transactions related to this
Agreement. Contractor additionally agrees to comply specifically with the
provisions of Section 119.0701, Florida Statutes. Contractor shall 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 the Agreement, and following completion of the
Agreement until the records are transferred to the City.
C.Upon request from the City’s custodian of public records, Contractor shall
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 by Chapter 119, Florida Statutes, or as otherwise
provided by law.
D.Unless otherwise provided by law, any and all records, including but not
limited to reports, surveys, and other data and documents provided or
created in connection with this Agreement are and shall remain the property
of the City.
E.Upon completion of this Agreement or in the event of termination by either
party, any and all public records relating to the Agreement in the possession
of the Contractor shall be delivered by the Contractor to the City Manager,
at no cost to the City, within seven (7) days. All such records stored
electronically by Contractor shall be delivered to the City in a format that is
compatible with the City’s information technology systems. Once the
public records have been delivered upon completion or termination of this
Agreement, the Contractor shall destroy any and all duplicate public records
that are exempt or confidential and exempt from public records disclosure
requirements.
F.Any compensation due to Contractor shall be withheld until all records are
received as provided herein.
G.Contractor’s failure or refusal to comply with the provisions of this section
shall result in the immediate termination of this Agreement by the City.
H. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE
CONTRACTOR HAS QUESTIONS REGARDING THE
9
Page 4 of 5
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS: Nkenga “Nikki” Payne, CMC,
FCRM, City Clerk, 6130 Sunset Drive, First Floor, South Miami, FL
33143, 305-663-6340, npayne@southmiamifl.gov.
7. Amending Section 9.22 of the Lake Worth Contract. Section 9.22 of the Lake Worth
Contract is hereby deleted in its entirety and replaced as follows:
9.22 Governing Law and Venue. This Agreement is made under, and in
all respects, shall be interpreted, construed, enforced, and governed by and
in accordance with the laws of the State of Florida. Venue for any legal
action resulting from this Agreement shall lie solely in Miami-Dade
County, Florida.
8. Notices/Authorized Representatives.Any notices required by this Agreement shall be in
writing and shall be deemed to have been properly given if transmitted by hand-delivery, by
registered or certified mail with postage prepaid return receipt requested, or by a private postal
service, addressed to the parties (or their successors) at the addresses listed on the signature
page of this Agreement or such other address as the party may have designated by proper
notice.
9. E-Verify Affidavit.In accordance with Section 448.095, Florida Statutes, the City requires
all contractors doing business with the City to register with and use the E-Verify system to
verify the work authorization status of all newly hired employees. The City will not enter into
a contract unless each party to the contract registers with and uses the E-Verify system. The
contracting entity must provide of its proof of enrollment in E-Verify. For instructions on how
to provide proof of the contracting entity’s participation/enrollment in E-Verify, please visit:
https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-e-
verify. By entering into this Agreement, the Contractor acknowledges that it has read Section
448.095, Florida Statutes; will comply with the E-Verify requirements imposed by Section
448.095, Florida Statutes, including but not limited to obtaining E-Verify affidavits from
subcontractors; and has executed the required affidavit attached hereto and incorporated
herein.
[Remainder of page intentionally left blank. Signature pages follow.]
10
Page 5 of 5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year as first stated above.
CITY OF SOUTH MIAMI
By:
Chip “Genaro” Iglesias
City Manager
Attest:
By:
Nkenga “Nikki” Payne, CMC, FCRM, City
Clerk
Approved as to Form and Legal Sufficiency:
By:
Weiss Serota Helfman Cole & Bierman, P.L.
City Attorney
Addresses for Notice:
City of South Miami
Attn: City Manager
6130 Sunset Drive, First Floor
South Miami, FL 33143
305-668-2510 (telephone)
chip@southmiamifl.gov (email)
With a copy to:
Weiss Serota Helfman Cole & Bierman, P.L.
Attn: City of South Miami Attorney
2800 Ponce de Leon Boulevard, Suite 1200
Coral Gables, FL 33134
larango@wsh-law.com (email)
SPATCO ENERGY SOLUTIONS, LLC
By:
Name:
Title:
Entity:
Addresses for Notice:
(telephone)
(email)
With a copy to:
(telephone)
(email)
11
EXHIBIT “A”
City of Lake Worth Construction Contract for Fleet Fuel System and Dispensers
Replacement dated October 6, 2022
12
EXHIBIT “B”
Contractor’s Quote
13
E-VERIFY AFFIDAVIT
In accordance with Section 448.095, Florida Statutes, the City of South Miami requires all
contractors doing business with the City to register with and use the E-Verify system to verify the
work authorization status of all newly hired employees. The City will not enter into a contract
unless each party to the contract registers with and uses the E-Verify system.
The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on
how to provide proof of the contracting entity’s participation/enrollment in E-Verify, please visit:
https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-e-verify
By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida
Statutes and will comply with the E-Verify requirements imposed by it, including but not limited
to obtaining E-Verify affidavits from subcontractors.
☐Check here to confirm proof of enrollment in E-Verify has been attached to this Affidavit.
In the presence of: Signed, sealed and delivered by:
Witness #1 Print Name: Print Name:
Title:
Witness #2 Print Name: Entity Name:
ACKNOWLEDGMENT
State of Florida
County of
The foregoing instrument was acknowledged before me by means of ☐physical presence or ☐
online notarization, this day of , 20 , by
(name of person) as (type of authority) for
(name of party on behalf of whom instrument is executed).
Notary Public (Print, Stamp, or Type as
Commissioned)
Personally known to me; or
Produced identification (Type of Identification:)
Did take an oath; or
Did not take an oath
14
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10/6/2022
C-2497
9/06/22 RM
NB-C
15
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2.3 LIQUIDATED DAMAGES. The City and Contractor recognize that time is of the
essence of this Contract and that the City will suffer financial loss if the work described in the
Contract Documents is not completed within the times specified in paragraph 2.1 above. 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 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 shaU pay the City five
hundred dollars ($500 .00) for each day that expires after the time specified in paragraph 2.1.
2.4 In the City's sole discretion, a requested extension of time may be denied for delays resulting
from nonnal weather conditions prevailing in the area as defined by the average of the last five (5)
years of weather recorded or otherwise established by the City.
ARTICLE 3. CONTRACT PRICE.
3.1 City shall pay Contractor for completion of the Work in accordance with the Contract
Documents a lump sum, not to exceed am ount of Three Hundred Twenty-Four Thousand, Four
Hundred Eighty Dollars ($324,480), which shall be payable in accordance with Article 4 of this
Contract. The Contract Price includes Fifty-Four Thousand Eighty Dollars ($54,080.00) as a
contingency for unforeseen changes and additional changes requested by the City ("Contingency").
The Contractor must submit a written request to the City prior to commencing any Work to be covered
by the Contingency. The City's Contract Administrator is authorized to approve in writing the use of
the Contingency by the Contractor.
ARTICLE 4. PAYMENT PROCEDURES.
4. I Generally. The Contractor shall submit invoices on a monthly basis detailing all Work
accomplished in the prior month , which is installed and to be us e d in the Project. Contractor's
invoices shall be submitted to:
City of Lake Wmih Beach
Attn: Financial Services Departm ent
7 N. Dixie Highway
Lake Wo1ih Beach, FL 33460
The City's Contract Administrator will review each invoice submitted by the Contractor. If approved
by the City's Contract Administrator and the Financial Services Department, the City will make
payment in accordance with the Contract D ocuments. 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.
4.2 Payment to the Contractor shall be made pursuant to the Florida's Prompt Payment Act (for
construction services), section 218.735, Florida Statutes, except as prov ided herein. Specifically, the
City will w ithhold ten percent (10%) of each payment to the Contractor as retainage until final work
completion.
4.3 Final Payment. Upon final completion and acceptance of the Work in accordance with the
Contract D oc uments (including completion of all punch-list items) and final inspection by the
appropriate agenci es with jurisdiction over the Project, the Contractor shall submit a "final invoice"
Page 2 of 16
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to the City. In order for both pruties to close their books and records, the Contractor will clearly state
"FINAL" on the Contractor's final invoice. This certifies that all Work and the Project have been
properly completed, all charges have been invoiced to the City and all material suppliers have been
paid in full. If paid, this account will thereupon be closed, any ru1d other further charges ifnot 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 Contract Price including any
amount held as retainage.
4.4 Notwiths tanding the foregoing, the City shall not be required to pay or release any amount
of retainage that is subject of a good faith dispute, the subject of a claim brought pursuant to section
255.05, Florida Statutes, or otherwise the subject of a claim or demru1d by the City.
4.5 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 intere~ts or encumbrances a.ii sing out of the Contract Documents or
otherwise related to the Project.
4.6 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 5. INDEMNITY AND INSURANCE.
5.1 The paities recognize that the Contractor is ai1 independent contractor. The Contractor agrees
to assume liability for ai1d indemnify, hold harmless, and defend the City, its commissioners, mayor,
officers, employees, agents, ru1d 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, subcontractors, employees, or
anyone else utilized by the Contractor in the perfonnance 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 Contracto r 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 ru1y insurance required to be obtained or maintained under
this Contract.
Subject to the limitations set fo1th in this Section, Contractor shall assume control of the defense of
any claim asserted by a third pruty against the City and, in cormection 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
pmticipate 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 ru1y third pruty 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 aiiything 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
detennination 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
injw1ction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute
or defend vigorously the third pa1ty claim. Each party shall cooperate, ru1d cause its agents to
Page 3 of 16
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cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be
furnished such records and infom1ation, and attend such conferences , discovery proceedings,
hearings, trials, or appeals, as may be reasonably requested in co1rnectio11 therewith.
It is the specific intent of the parties hereto that the foregoing indenmification complies with Section
725.06, Florida Statutes , as amended. Contractor expressly agrees that it will not claim, and waives
any claim , that this indenmification violates Section 725.06, Florida Statues. Nothing contained in
the foregoing indemnification shall be construed as a waiver of any immunity or limitation of liabiHty
the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.
5.2 Prior to commencing any services , Contractor shall provide proof of insurance coverage as
required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance
carriers approved and authorized to do business in the State of Florida, and who must have a rating of no
less than "excellent" by A.M. Best or as mutually agreed upon by the City and Contractor. All such
insurance policies may not be modified or tenninated without the express written au thorization of the City .
Type of Coverage
Commercial general liability
(Products/completed operations
Contractual, insurance broad fom1 property,
Independent Consultant, personal injury)
Automobile ( owned, non-owned, & hired)
Worker's Compensation
Amount of Coverage
$1, 000,000 per occurrence
$2,000,000 annual aggre gate
$ 1,000,000 single limits
$ statutory limits
The commercial general liability and automobile liability policies will name the City as an additional
insured on a primary, non-contributing basis , and proof of all in urance coverage shall be furnished to
the City by way of an endorsement to same or certificate of insurance prior to the provision of services.
The ce1tific ates shall clearly indicate that Consultant has obtained insurance of the type, amount, and
classification as required for strict compliance with this section. Failure to comply with the foregoing
requirements shall not relieve Consultant of its liability and obligations under this Agreement.
ARTICLE 6. TERMINATION.
6.1 TERMINATION BY CITY: The City (through its City Manager or designee) may terminate
the Contra.ct Documents if the Contractor:
1. refuses or fails to supply enough properly skilled workers or proper mate1ials;
2. fails to prosecute the Work in a timely manner;
3. fails to make payment to subcontractors for materials or labor in ac cordance with the
respective agreements between the Contractor and the subcontractors;
4 . disregards or takes action contrary to any laws, ordinances, or rules , regulations
orders of a public authority having jurisdiction;
5. takes action, short of declaring bankruptcy, evidencing insolvency;
6. fails or refuses to provide and/or maintain insurance or proof of insurance or the
public construction bond as required by the Contract Documents ; or,
7 . otherwise is in breach of a provision of the Contract Documents. ·
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When any of the above reasons exist, the City, may without prejudice to any other rights or remedies
of the City and after giving the Contractor written notice and five (5) days to cw-e, terminate the
Contract and Contract Documents and may:
1. take po session of the site and of all materials, equipment, tools, and construction
equipment and machinery thereon owned by or paid for by the City; and ,
2. finish the Work by whatever reasonable method the City may deem expedient.
The Contractor shall be liable for any damage to the City, including additional attorney and
engineering/architectural 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.
Should it be detern1ined 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.
6.2 TERMINATION BY THE CITY FOR CONVENIENCE: The City may, at any time,
tenninate the Contract Documents for the City's convenience and without cause. Up on receipt of
written notice from the City of such termination for the City's convenience, the Contractor shall:
1. cease operations as directed by the City in the notice;
2. take actions necessary, or that the City may direct, for the protection and
preservation of the Work; and
3. except for Work directed to be performed prior to the effective date of
tennination stated in the notice, terminate all existing subcontracts and
purchase orders and enter into no further subcontracts and purchase orders .
In case of such tem1ination for the City's convenience, the Contractor shall be entitled to receive
payment for Work executed and reasonable costs incurred by reason of such temunation including
termination payments to subcontractors and demobilization c osts.
ARTICLE 7. CONTRACT DOCUMENTS.
7 .1 Contract Documents. The Contract Documents are incorporated herein by reference as if
originally set forth in this Contract, and comprise the entire agreement b etween the City and
Contractor. The Contract D ocuments consist of the tem1s and conditions set forth in this Contract,
the IFB including all Project plans/drawings and issued addenda; the bid submitted by the Contractor;
and any duly executed and City is sued Change Orders, Work Directive Changes, Field Orders and
amendments relating thereto. If, during the performance of the Work, the Contractor finds an
ambiguity, error or di screpancy in the Contract Docwnents, the Contractor shall so notify the City,
in writing, within five (5) business days and before proceeding shall obtain a written interpretation
or clarificat ion. Failure to obtain a written interpretation or clarification will be deemed a waiver of
the ambiguity, eITor or discrep ancy by the Contractor. The City will not be responsible for any oral
instrnctions, clarificatio ns, or other communications except those provided in writing in response to
Contractor's request for clarification of an an1biguity, discrepancy or error.
In resolving conflicts in any of the Contract Documents, the order of precedence shall be as follows:
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First Priority:
Second Priority:
Third Priolity:
Fourth Priority:
Change Orders, Work Directive Changes, Field Orders and Amendments
approved and executed by the parties
Tenns and conditions of this Contract
The IFB, addenda is sued with the IFB, and Project plans
Contractor's Bid
7.2 Contract Administrator. Whenever the tenn "Contract Administrator" is used herein, it is
intended to mean the City Manager or designee, for the City of Lake Worth Beach, Florida. In the
administration of this Contract, all parties may rely upon instructions or detenninations made by the
Contract Administrator except that all determinations that result in an increase in Contract Time
and/or an increase in t he Contract Price, shall require a fomrnl Change Order executed by the City
Manager or the City Commission (depending on the authority set forth in the City's Procurement
Code).
ARTICLE 8. CONTRACTOR'S REPRESENTATIONS AND SCOPE OF WORK.
8.1 In order to induce City to enter into this Contract, Contractor makes the following
representations:
1. Contractor has examined and carefully studied the Contract D ocuments and any data and
reference items identified in the Contract Documents.
2. Contractor has visited the Project site ("Site"), conducted a thorough, alert visual
examination of the Site and adja cent areas, and become familiar with and is satisfied as to
the general, local and Site conditions that may affect cost, progress and perfonnance of the
Work. ·
3 . Contractor is familiar with and is satisfied as to all Laws and Regulations that may affect
cost, progress and perfonnance of the Work.
4. Contractor has sh1died carefully all: (1) reports of explorations and te ts of subsurface
conditions at or adjacent to the Site and drawings of physical conditions relating to existing
surface or subsurface structures at the Site that have been identified in the Contract
Documents, espec ially with respect to any technical data in such repotts and drawings, and
(2) reports and drawings related to Hazardous Enviromnental Conditions, if any, at or
adjacent to the Site that have been identified in the Contract Documents, especially with
respect to technical data in such repmis and drawings. Contractor accepts the detennination
set forth in the Contract Documents of the exient of the technical data contained in such
reports and drawings upon which Contractor is entitled to rely, if any.
5. Contractor has obtained and carefully studied (or assumes responsibility for obtaining and
carefully studying) all such examinations, investigations, explorations, tests , reports and
stu dies , if any, (in addition to or to supplement those referred to in paragraph 7.4 above)
which pertain to the subsurface or physical conditions at or adjacent to the Site or othe1wise
may affect the cost, progres , perfo1111ru1ce or furnishing of the Work as Contractor considers
necessary for the perfom1ru1ce or furnishing of the Work at the Contract Price, within the
Contract Time and in accordance with the other tem1s and conditions of the Contract
Documents ; and no additional examinations, investigations, explorations, tests, repmis,
studies or similar infonnation or data are or will be required by Contractor for such purposes.
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6. Contractor has reviewed and checked all infonnation and data shown or indicated on the
Contract Documents, if any, with respect to existing Underground Facilities at or adjacent to
the Site and assw11es responsibility for the accurate location of said Underground Facilities.
No additional examinations, investigations, explorations , tests, reports, studies or similar
infonnation or data in respect of said Undergrow1d Facilities are or will be required by
Contractor in order to perform and fumish the Work at the Contract Price, within the Contract
Time and in accordance with the other tem1s and conditions of the Contract Documents.
7 . Contractor has considered the infonnation known to Contractor itself; infonnation
commonly known to contractors doing business in the locality of the Site; infonnation and
observations obtained from visits to the Site; the Contract Docwnents; and the site-related
repo1is and drawings identified in the Contract Documents, with respect to the effect of such
infonnation, observations, and documents on (1) the cost, progress and perfomiance of the
work; (2) the means, methods , techniques, sequences, and procedures of constmction to be
employed by Contractor; and (3) Contractor's safety precautions and programs.
8. Contractor has correlated the results of all such observations, examinations, investigations,
exp lorations, tests, reports and studies with the tenns and conditions of the Contract
Documents and based on the information and observations referred to above, the Contractor
agrees that no further examinations, investigations, explorations, te ts, studies , or data are
necessary for the perfonnance of the work at the Contract Price, within the Contract Times,
and in accordance with the other tenns and conditions of the Contract Documents.
9 . Contractor has given the Contract Administrator written notice of all conflicts, errors or
discrepancies that Contractor has discovered in the Contract Documents and the written
resolution thereof by the Contract Administrator is acceptable to Contractor.
10. Contractor acknowledges that the Contract Documents are generally sufficient to indicate
and convey an adequate w1derstanding of all tenns and conditions for performance and
furnishing of the Work.
11 . Contractor's entry into this Contract constitutes an incontrovertible representation by
Contractor that without exception all prices in the Contract are premised upon performing
and furnishing the Work required by the Contract Documents.
12. Contractor is aware of the general nature of work to be perfom1ed by City and others at
the Site that relates to the Work as indicated in the Contract Documents .
13. Contractor agrees to be solely responsible for compliance with all applicable
environmental and safety laws and regulations, for any liability arising from non-compliance
with the laws and regulations and to reimburse the City for any lo s s incurred in connection
therewith. This compliance provision specifically includes the Contractor's compliance with
all applicable standards, orders or regulations 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).
8.2 The Project and Work includes all materials and services and other things necessary for the
Contractor to complete the Project as described the Contract Documents.
8.3 The Contractor represents to the City that the Work provided under the Contract Documents
shall be in accordance with accepted and established trade practices and procedures recognized in the
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Contractor's trade in general and that the materials shall conform to the highest standards and in
accordance with the Contract Documents.
8.4 The Contractor represents that it is licensed to do bus iness in the State of Florida and holds
and will maintain all applicable licenses required for the work to be completed under the Contract
D ocuments. The Contractor further warrants its capability and experience to perfonn the work
provided for herein in a professional and competent manner.
8.5 The Work shall be perfonned by the Contractor or w1der its supervision and all personnel
engaged in perfonning the work shall be fully qualified and, if required, authorized or pemlitted under
the state and local law to perfonn such Work. All of the Contractor 's personnel (and all
subcontractors), shall comply with all applicable laws and regulations govenling safety and security.
8.6 Should the City require additional materials or services not included in the Contract
Documents, fees and payment for such work will be set forth in a separate written amendment or
change order prior to any such additional materials or services being provided by the Contractor. The
Contractor has no authority to approve any changes to the Contract Do cuments without prior written
authorization from the City's Contract Administrator.
8 .7 The City's Fiscal Year ends on September 30 th of each calendar year. The City cannot
authorize the pmchase of goods or services beyond September 30 th of each calendar year, prior to the
a111mal budget being approved by the City Commission or funds otherwise being available to pay the
Contractor. Additionally, the City must have budgeted appropriate funds for the goods and services
in any subsequent Fiscal Year. If the budget is approved for said goo ds and services, the City will
issue a new purchase order for the remaining approved goods and/or services but the terms of such
purc hase order shall not apply; the Contract D ocuments shall control.
ARTICLE 9. MISCELLANEOUS.
9 .1 Assignment. Unless expressly agreed to elsewhere in the Contract Documents, no assignment by
a party hereto of any rights under or interests in the Contract Documents will be binding on another
party hereto without the written consent of the party sought to be boLmd; and specifically but without
limitation moneys that may become due and moneys that are due may not be assigned without such
consent (except to the extent that the effect of this restriction may be limited by law), and unless
specifically stated to the contrary in any written consent to an assignment, no assignment will release
or discharge the assignor from any duty or responsibility w1der the Contract Documents.
9.2 Su ccessors and a igns . City and Contractor each binds itself, its partners, successors, assigns
and legal representat ives to the other party hereto, its partners, successors, assigns and legal
representatives in respect of all covenants, agreements and obligations contained in the Contract
D oc uments.
9 .3 Severability. Any provision or part of the Contract Documents held to be void or unenforceable
under any Law or Regulation shall be stricken, and all remaining provisions shall continue to be val id
and binding up on City and Contractor, who agree that the Contract Documents shall be refon11ed to
replaced such stricken provision or part thereof with a valid and enforceable provisions that comes
as close as possi ble to expressing the intention of the stricken provision.
9.4 Public entity crimes. 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 on a contract to provide any
goods or services to a public entity, may not submit a bid on a contract with a public entity for the
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constrnction or repair of a public building or public work, may not be awarded or perform Work as a
contractor, supplier, subcontractor, or consultant 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 of36 months from the date of being placed
on the convicted vendor list.
9.5 Insp ector General. In accordance with Palm Beach County ordinance number 2011-009, the
Contract Documents may be subject to investigation and/or audit by the Palm Beach County Inspector
General. Contractor should review such ordinance in order to be aware of its rights and/or obligations
under such ordinance and as applicable.
9 .6 Waiver . Failure of either patty to enforce or exercise any right(s) under the Contract Documents
shall not be deemed a waiver of either party's right to enforce said right(s) at any time thereafter.
9 .7 Waiver a/jury trial. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY
LITIGATION, EACH PARTY HEREBY WANES ITS RIGHTS TO A TRIAL BY JURY IN ANY
LITIGATION RELATED TO THE CONTRACT DOCUMENTS.
9.8 Indep endent Contractor. The Contractor is, and shall be, in the perfon11ance of all Work under
the Contract Docmnents, an Independent Contractor, and not an employee, agent, or servant of the
City . All persons engaged in any of the Work perfom1ed pursuant to the Contract Documents shall
at all times and in all places be subject to the Contractor's sole direction, supervision and control.
9.9 Acee and audits. The Contractor shall maintain adequate records to justify all charges, expenses,
and costs incurred in estimating and perfonning the Work for at least five (5) years after final payment
is made. The City shall have access to such books , records, and documents as required for the purpose
of inspection or audit during normal business hours at the Contractor's place of business. Under no
circumstances will Contractor be required to disclose any confidential or proprietary information
regarding its products and service co ts .
9.10 Preparation. The Contract Doctm1ents shall not be construed more strongly against either party
regardless of who was more responsible for its preparation.
9.11 Public Records Law. As applicable, the Contractor shall comply with Florida's Public Records
Laws, and specifically agrees to :
I. Keep and maintain public records required by the City to perform the service.
2. Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not e xceed the cost provided in Chapter 119,
Florida Statutes or as otherwise provided by law.
3. 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 the contract term and following completion of the contract if the
Contractor does not transfer the rec ords to the City.
4. Upon completion of the contract, tran fer, at no cost, to the City all public records in
po session of the Contractor or keep and maintain public records required by the
City to perfonn the service. If the Contractor transfers all p ublic 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
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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, in a format that is compatible
with the infom1ation technology systems of the City.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO TIDS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS OR DESIGNEE AT: ATTENTION CITY CLERK,
(561) 586-1660 OR CITYCLERK@LAKEWORTHBEACHFL.GOV OR
7 NORTH DIXIE IDGHWAY, LAKE WORTH BEACH, FL 33460.
9.12 Enforce ment co ts. If any legal action or other proceeding is brought for the enforcement of the
Contract Dornments, or becau e of an alleged dispute, breach, default or misrepresentation in
connection with any provisions of the Contract Documents, the pruties agree that each pruty shall be
responsible for its own attorney's fees.
9.13 Binding authority. Contractor's representative below has full power, authority and legal right to
execute and deliver these Contract Documents and perform all of its obligations under the Contract
Docun1ents . By signing the Contract Documents, the representative hereby represents to the City that
he/she has the authmity ru1d full legal power to execute the Contract Docwnents and ru1y and all
documents necessruy to effectuate and implement the tenns of the Contract Documents on behalf of
the pruty for whom he or she is signing and to bind ru1d obligate such pruty with respect to all
provisions contained in the Contract Documents.
9 .14 Assignment of warranties . Contractor shall assign to City all warranties extended to Contractor
by material suppliers. If ru1 assigrnnent of warranty requires the material supplier to consent to same,
then Contractor shall secure the material supplier's consent to assign said warranties to City.
9 .15 Contractor's certifications. Contractor certifies that it has not engaged in conupt, fraudulent,
collusive, or coercive practices in competing for or in executing the Contract Documents. For the
purposes of this paragraph:
1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value
likely to influence the action of a public official in the bidding proce s or in the Contract
execution;
2. "fraudulent practice" means an intentional misrepre·sentation of facts made (a) to influence
the bidding process or the execution of the Contract Documents to the detriment of City, (b)
toe tablish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive City
of the benefits of free and open competition;
3. "collusive practice" means a scheme or arrangement between two or more Bidders, with
or without the knowledge of City, a purpose of which is to establish Bid p1ices at artificial,
non-competitive levels; ru1d
4. "coercive practice" means harming or threatening to harm, directly or indirectly, persons
or their property to influence their participation in the bidding process or affect the execution
of the Contract Docwnents.
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9.16 Construction defects. 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.
9.17 Delays; Contractor's remedies . NOTHWITHSTANDING ANY PROVISION ELSEWHERE
IN THE CONTRACT DOCUMENTS, NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER
THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST CITY
BY REASON OF ANY DELAYS. Contractor shall not be entitled to an increase in the Contract
Price or payment or compensation of any kind from City for direct, indirect, consequential , impact
or other co ts, expenses or damages, including, but not limited to , costs of acceleration or
inefficiency, arising because of delay, disruption, interference, or hindrance, be it reasonable or
unreasonable, foreseeable or avoidable or unavoidable. Contractor shall be entitled only to extensions
of the Contract Time as the sole and exclusive remedy for such resulting delays, in accordance with
and the extent specifically provided herein.
9.18 Termin ation for failure to provide Public Construction B ond. If a Public Construction Bond is
required under the Con truction Documents and the Contractor fails to provide the fully executed
Public Construction Bond, including a certified copy of the Public Construction Bond as recorded in
the Official Records for Palm Beach County, within fifteen (15) calendar days after the Contractor's
and City's execution of this Contract, the City may immediately tenninate this Contract upon written
notice to the Contractor and the City shall have no further obligation to the Contractor under the
Contract Documents. 1n the event of such tem1ination, the Contractor shall also fmfeit its bid security
to the City.
9.19 Scrutiniz ed Companies .
I. Contractor certifies that it and its subcontractors are not on the Scrutinized Companies that
Boycott Israel List and are not engage d in the boycott oflsrael. 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 oflsrael during the term of this Contract.
2. If this Contract is for one million dollars or more, the Contractor certifies that it and its
subcontractors are also not on the Sc rutinized 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 Sec tion 287.135, Florida Statutes. Pursuant to Section
287 .135, the City may immediately tenninate 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 tenn of this Contract.
3. The Contractor agrees to observe the above requirements for applicable subcontracts
entered into for the performance of work under this Contrac t.
4. The Contractor agrees that the certifications in this section shall be effective and relied
upon by the City for the tenn of this Contract, including any and all renewals.
5. The Contractor agrees that if it or any of its subcontractors' status changes in regards to
any certificati on herein, the Contractor shall immediately notify the City of the same.
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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.
9.20 Counterparts: 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. Further, this Contract may be executed by
electronic signature as authorized by the City.
9 .21 Entire Contract and Amendment: 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.
9.22 Governing Law; Consent to Jurisdiction: This Contract (together with the other Contract
Docmnents) shall be governed by and construed and interpreted in acco rdance with the laws of the
State of Florida. Each of the parties hereto in-evocably submit itself to the exclusive jurisdiction of
the Fifteenth Judicial Circuit Court in and for Palm Beach Cow1ty, 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; waives and agrees not to assert against any patty 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-nat11ed courts for any reason whatsoever; and, to the extent permitted by
applicable law, at1y 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
Contract or the subject matter hereof may not be enforced in or by such courts .
9.23 Third Party B eneficiary rights: This Contract shall create no rights or claims whatsoever in at1y
person other that1 a patty herein .
9.24 Severability: If at1y 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.
9.25 Effective date: The effective date of this Contract is the date the Contract is approved by the
City Commission or City Manager as appropriate.
9.26 Compliance: Each of the parties agrees to perfonn its obligations under the Contract Documents
in conformance with all laws, regulations and administrative instructions that relate to the parties'
perfonnat1ce of the work and under the Contract Docwnents.
9.27 Work for Hire: All docwnents, including but not limited to drawings, specifications, plans,
reports, _other items at1d 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 at1d to Contractor
and/or Contractor's Subcontractors' copyright(s) for such Documents. Contractor shall execute and
deliver to City such instrwnents of transfer and take such other action that City may reasonable
request, including, without limitation, executing and filing, at City's expense, copyright applications,
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assignments and other documents required for the protection of City's right to such Documents. The
Contractor shall retain copies of the Documents for a period of three (3) years from the date of
completion of the Project. 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, pruiial 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.
9 .28 Continuing Obligations: Any provision of this Contract which is of a continuing nature or
imposes ru1 obligation which extends beyond the term of this Contract shall survive its expiration or
earlier termination.
9.29 Notice: 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 or by hand-delivery as
follows to the City:
City of Lake Worth Beach
Attn: City Manager
7 N. Dixie Highway
Lake Worth Beach, FL 33460
ru1d to the Contractor as follows:
Spatco Energy Solutions LLC
461 NW 6 th Ave
Florida City, FL 33034
Either party may amend this provision by written notice to the other party. Notice shall be deemed
provided up on receipt of certified mail (signed receipt) or overnight courier (signed receipt) or hand-
delivery (signed receipt).
9.30 Warranty/Gu aranty : All Work, materials, labor, and equipment to be furnished and/or installed
by the Contractor under the Contract Docwnents shall be guaranteed by the Contractor or
manufacturer, if any, for a period of one year from the date of final approval of the Project against
defective materials, design and workmru1Ship. Upon receipt of notice from the City of failure of any
part covered under such warranty/guaranty period, the affected Work, labor, materials, or equipment
shall be repaired and/or replaced promptly by the Contractor or the manufacturer at no expense to the
City. In the event the Contractor fails to make the nece sary repairs or replacements within thirty (30)
days after notification by the City, the City may accomplish the repairs ru1d/or replacements at the
expense of the Contractor.
9 .31 Protection of Work and Property: The Contractor shall continuously maintain adequate
protection of all Work from damage, and shall protect such Work and the City's property from injury
or loss arising during the term of the Contract. Except for any such damage, injury, or lo ss which
may be directly caused by the City or its employees, the Contractor shall adequately protect adjacent
prope1iy, as provided by the law, and shall provide guru·d fences, lights, and ru1y other neces"ary
materials to carry out such protection .
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Until final acceptance of the Project by the City, the Contractor shall take every neces ary precaution
against injury or damage to the Work by the action of the elements or from any other cause
whatsoever, and the Contractor shall repair, restore and make good, without additional charge any
work occasioned by any of the above causes before its completion and acceptance by the City.
9.32 Subcontractors: The total work to be accomplished by subcontractors is listed in the
Contractor's bid (if any) and may not be changed unless approved in writing by the Contract
Administrator. The balance of Work must be accomplished by the Contractor's own forces. The
Contractor shall be re ponsible for the acts or omissions of its subcontractors . The subcontractors
shall have insurance consistent with the in urance required of the Contractor as set forth in the
Contract Documents unless otherwise agreed in writing by the Contract Administrator.
10. E-Verify: Pursuant to Section 448.095(2), Florida Statutes, beginning on January 1, 2021, the
Contractor shall:
1. Register with and use the E-Verify system to verify the work authoriz.ation status of all
newly hired employees and require all subcontractors (providing services or receiving
funding under this Agreement) to register with and use the E-Verify system to verify the
work authorization status of all the subcontractors' newly hired employees;
2. Secure an affidavit from all subcontractors (providing services or receiving funding
under this Agreement) stating that the subcontractor does not employ, contract with, or
subcontract with an "unauthorized alien" as defined in Section 448.095(1)(k), Florida
Statutes;
3. Maintain copies of all subcontractor affidavits for the dmation of this Agreement and
provide the same to the City upon request;
4. Comply fully, and ensure all of its subcontractors comply fully, with Section 448.095,
Florida Statutes;
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,
6. Be aware that if the City terminates this Contract under Section 448.095(2)(c), Florida
Statutes, the Contractor may not be awarded a contract for at least one (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 PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the City and Contractor have caused this Construction Contract
for the Fleet Fuel System and Dispenser Replacement to be executed the day and year shown below.
CITY OF LAKE WORTH BEACH, FLORIDA
ATTEST:
~ 0..-fVv
By:----------==-
Melissa Alm Coyne, City Clerk
By:_~------
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
Betty Resch, Mayor
APPROVED FOR FINANCIAL
SUFFICIENCY
By: {_wisf~ btJ)_,~ ----~------
bvwt, Atitlu-By: _________ _
Glen J. Torcivia, City Attorney
CONTRACTOR:
[Corporate Seal]
STATEOF -r10(1e,l(J___, )
COUNTYOF~Q=,n~P~(lQ.=S~-----')
Brnce T . Miller, Financial Services Director
SPATCOE ·ER S ;
,/
/
By:/ /' / .··
Pri Wam p !=-J......11,,.~+---'-='"'-""'""'"--'---~'---
THE FOREGOING instrument was acknowledged before me by means of • ph ysical
~esence or • online notarization on this :!:) day of Au.c10ST 2022, by
-8tdxeu) MaM ' as the Ve [title'.i of SPATCO ENERGY
SOLUTIONS LLC, a Florida 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 (\nd the CONTRACTOR to the same.
llJWili~
Notary Seal:
,.....,.._. ...... .-. ...... ---,:
0 Notary Public Signature
•'11f,t ·••,,,, AMANDA TOBECK M_w~\ Notary Public · State of Florida "'~. :~i Commission# HH 073201 'r.f..~ ... f:t.'f.-/ My Comm . Expires Jan 21 , 2025
Bonded through Nat ional Notary Assn ,
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Exhibit "A"
BID
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS. REPLACEMENT
Bid of:
Total B.id Amount:
Additive Alternate:
Spatco Energy Solutions, LLC
$1.38,700 .00
$131,700.00
(\,\/rite Dollar Figure Her e)
Grand Total Inclusive
of Additive Alternate: $270,400.00
Time of Work:
Materi al Su pply Time= 90 da.ys
Perm itting = 120 days
Construction = 10 da ys
Page 16 of 16
E N E R G Y S O L U T I O N S
Clearwater - (727) 540-0931 Sunrise - (954) 742-1735 Orlando - (407) 339-2384
Fort Myers - (239) 731-6766 Jacksonville - (904) 388-7571 Tallahassee - (850) 765-6909
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 1 of 5
PROPOSAL:
Insert Proposal title here
DESCRIPTION OF PROVIDED MATERIAL & SERVICE:
SPATCO Energy Solutions is pleased to submit this proposal based on our interpretation of your
requirements. The requirements are listed as follows:
1. Upon contract award, secure proper permits using City of South Miami supplied site plans. All permit
fees to be paid by customer at cost.
2. Mobilize personnel and equipment to project site.
3. Temporarily barricade work area to provide a safe working environment.
4. Shutdown and lock out electrical power to existing fuel dispenser/fuel management system.
5. Remove (1) dispenser at location #1 & #2 and set aside.
6. Location #1. Furnish and install (1) New Wayne Model #G6202D/2GJK/W1 Single Product (Unleaded), Dual
Sided Hose, Reliance Fleet Mechanical Dispenser with 10:1 pulser. Location #2. Furnish and install (1) New
Wayne Model #/G6203P/2GJK Double Product (Unleaded & Diesel) Dual Sided Hose, Reliance Fleet
Mechanical Dispenser with 10:1 pulser.
DATE: 5/19/2023 PROPOSAL ID: MC02132023
TO: City of South Miami
6130 Sunset Drive
South Miami, FL, 33143
LOCATION 1 & 2 Location #1
City Hall
6130 Sunset Drive
South Miami, FL, 33143
Location #2
Public Works
4795 SW 75 Avenue
Miami, FL, 33155
ATTN: Steven Kulick
skulick@southmiamifl.gov
(305) 663-6339
FROM: Mark Casabo
Mark.casabo@spatco.com
(321) 246-8248 Cell
SPATCO Energy Solutions LLC
5150 NW 109th Ave Suite 1
Sunrise,FL,33351
31
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 2 of 5
7. Locations #1 & #2. Furnish and install, (4) new hoses, (4) new nozzles, (4) new swivels, (4) new breakaways
for (2) fuel dispensers.
8. Once the fuel installation is complete, turn the electrical on and startup dispensers. Purge fuel in through
the hoses and purge air out.
9. Incorporate the new fuel dispenser with the new AssetWorks Fuel Management System.
10. Remove (2) existing OPW Petro Vend Fuel Management System and set aside.
11. Connect (2) New Fuel Management System reusing existing electrical supply.
12. Furnish and Install (2) FuelDrive Island Controller with pedestal (2) HID and (4) Hose RFC1350 with (2) MAG
reader. System configured to use employee HID badges if compatible.
13. Haul away old fuel dispenser’s/fuel management systems, debris and properly dispose of.
PRICING & BREAKDOWN: $98,900.00
1. Furnish, install and removal of (2) fuel dispensers. $36,400.00 total. ($18,200.00 each)
2. Furnish, install and removal of (2) fuel management systems. $62,500.00. ($31,250.00 each)
3. Demo and installation of fuel islands. (excluded).
NOTES:
a) Any needed changes will be done on a time and material basis.
b) Any costs related to permitting will be handled on a time and material basis.
c) Pricing is based off of reusing existing electrical. If additional electrical work is required, it would
result in increased costs.
d) All permit fees to be paid by customer at cost. Any costs related to permitting will be handled on
a time and material basis.
TERMS:
Payment Terms: 25% due upon acceptance of this contract balance is due upon completion. Wayne equipment is due upon acknowledgement of
shipment from the manufacturer; if this cannot be met then add 15%. All Payments should be made to the principal office of SPATCO Energy
Solutions, LLC. Only past due or unpaid balance shall accrue interest at the rate of 1½% per month. Purchaser further agrees to pay SPATCO
Energy Solutions, LLC reasonable attorney’s fees and court cost if this account is placed in the hands of an attorney for collections.
Acceptance: This proposal, when accepted by the purchaser, and final approval of seller’s Official Officer, will constitute a bona fide contract
between us, subject to all terms and conditions on the reverse side. It is expressly agreed that there are no promises, agreements, or
understandings, oral or written, not specified in this proposal. The Equipment in this proposal remains the property of SPATCO Energy Solutions
until the contract is paid in full. SPATCO Energy Solutions retains the right to remove the equipment for non-payment at our discretion.
THANK YOU, AUTHORIZATION, APPROVAL,
32
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 3 of 5
___________________ ______ ____________________ ______ ___________________ ______
Mark Casabo
Commercial Manager
SPATCO Energy Solutions
Date Customer Name
Date Andy Adams
Vice President
SPATCO Energy Solutions
Date
SPATCO ENERGY SOLUTIONS TERMS AND CONDITIONS OF SALE
1. Terms; Price; Payment. Buyer's purchase of goods, equipment or parts (collectively, "Goods") or services from SPATCO Energy Solutions, LLC (“Seller”) shall be
governed solely by these Terms and Conditions of Sale, the terms in Seller’s invoice, and the terms of any quotation or installation agreement signed by both Buyer
and Seller (collectively, "Terms"). No term of any purchase order or other document issued by Buyer, other than Buyer's acceptance of the Terms, shall become a part
of the agreement between the parties or bind Seller. Seller's sale of the Goods or services is expressly conditioned on Buyer's acceptance of these Terms, and Seller
objects to all different and additional terms in Buyer's purchase order and other documents. The purchase price of the Goods and services is specified in Seller's
invoice. The purchase price does not include any sales, use, revenue, excise or other taxes or governmental charges. If Seller is required to collect those taxes or
charges, Seller will add them to the purchase price and invoice Buyer (in the original invoice or separately), and Buyer will pay them. Unless Seller’s invoice provides
otherwise, the purchase price of Goods does not include installation, training, setup or other similar services. If Seller agrees to provide those services, the services
and the additional charges Buyer shall pay shall be specified in Seller’s invoice. Unless Seller's invoice specifies a different payment schedule, the total purchase price
of the Goods shall be due and payable on delivery of the Goods, and the total purchase price of the services shall be due and payable when the services are
performed. No partial payment by Buyer shall constitute an accord and satisfaction or otherwise satisfy the entire outstanding balance of any invoice of Seller,
notwithstanding any notation or statement accompanying that payment. All prices are quoted in good faith; however, from time to time, manufacturers may change
prices without notice prior to shipment, Seller may quote an incorrect price, or applicable taxes may increase, in which case a price or tax increase may be added to
the purchase price.
Buyer hereby grants and Seller retains a purchase money security interest in the Goods, including the proceeds therefrom, for the purpose of securing Buyer’s
obligation to make payment in full, until payment is received in full in cash or collected funds, at which time the security interest shall cease. Seller may, at its option,
repossess the Goods upon Buyer’s default, and charge Buyer with any deficiency. Buyer hereby authorizes Seller to file appropriate financing statements for
perfecting this security interest. If the work is to be performed on property not owned by Buyer, upon Seller’s request, Buyer shall provide a Landlord’s Waiver in a
form acceptable to Seller.
Seller reserves the right to ship under reservation for payment against documents of title. Title and a first and prior security interest to the Goods shall remain with
the Seller until all payments are made and all conditions herein contained are and have been fully completed. The Goods shall at all times be deemed personal
property, even after attachment or connection to realty. Buyer shall keep the Goods in good working condition and physical appearance free of liens, and until the
purchase price is fully paid shall maintain such insurance as described below under Insurance.
2. Substitution. Any identification of Goods by brand name, manufacturer, catalog number, part number or other designation in Buyer’s purchase order, Seller’s
documents or elsewhere only establishes a general quality standard and does not require Seller to supply a particular item. Seller shall have the right to select other
Goods that in Seller’s opinion meet that general quality standard.
3. Delivery. All prices are net of any delivery charges, all of which Buyer shall pay. Delivery shall occur and title and all risk of loss shall pass to Buyer upon the earliest
to occur of the following: (a) Buyer takes possession of the Goods; (b) the Goods leave Seller's premises to be delivered to Buyer; or (c) the Goods are placed in the
possession of a common, contract or other carrier to be delivered to Buyer. Seller shall not be responsible for any damage to the Goods caused by a carrier, and
Buyer's sole recourse for that damage shall be against the carrier. All delivery schedules and dates given by Seller are estimates only.
4. Warranty. As to Goods that are new and unused, Buyer shall have the warranty offered by the manufacturer. As to Goods that are not new and unused, there is no
warranty, and Buyer shall take the Goods AS IS. Seller makes no warranties as to any Goods. As to services, Seller warrants to Buyer for a period of thirty (30) days
after the date of invoice that they were performed in accordance with good commercial practices; provided, however, that with respect to any tank cleaning services
provided by Seller, no warranty is made that the tanks will be free of impurities after such cleaning has been completed, and Seller shall have no liability or
responsibility for any such impurities. No agent, sales representative or employee of Seller shall have any authority to modify or expand this warranty in any way. This
warranty is limited to the original Buyer and may not be transferred. Seller will provide manufacturer’s product information and installation instructions for
informational purposes, but makes no representations regarding such information. This warranty shall be null and void if (a) the Goods or services are abused,
misused, damaged by accident, used contrary to the manufacturer’s instructions, or modified by anyone not authorized by the manufacturer, (b) the Goods or
services are not maintained in accordance with the manufacturer’s instructions or are given inadequate care, power, air or lubrication, (c) Buyer does not pay the
purchase price for the Goods or the services as and when due, (d) replacement parts other than those authorized by the manufacturer are installed in or on the
Goods, or (e) Buyer does not allow the manufacturer or Seller access to the Goods or the work for purposes of inspection, repair or replacement. Buyer shall give
Seller immediate written notice of any warranty claim, shall allow Seller access to the Goods and the work on Buyer’s premises to inspect, repair or replace the Goods
or the work, and shall return the Goods to Seller, freight and insurance prepaid, at Seller's request, for inspection, repair or replacement. Buyer shall not ship Goods
to Seller for warranty service without first obtaining Seller’s approval and instructions. Buyer’s sole and exclusive remedy for a breach of the manufacturer’s warranty
shall be as set forth in the manufacturer’s warranty. In the event of a breach of Seller’s service warranty, Seller, at its option, shall either re-perform the non-
confirming service or refund to Buyer that portion of the price paid by Buyer for the nonconforming service.
5. DISCLAIMERS; LIMITATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SELLER DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND AS TO
THE GOODS AND SERVICES, EXPRESS AND IMPLIED, INCLUDING ALL REPRESENTATIONS AND WARRANTIES AS TO THE DESIGN, QUALITY OR CONDIT ION OF THE
GOODS, MERCHANTABILITY, THE FITNESS OF THE GOODS OR SERVICES FOR ANY PARTICULAR PURPOSE, INFRINGEMENT, THE SUITABILITY OF THE GOODS OR
SERVICES FOR BUYER'S PURPOSES, OR THE IMPACT OF THE GOODS OR SERVICES ON BUYER'S OPERATIONS. Seller makes no warranties or guarantees regarding the
production or performance Buyer or any other person or entity may obtain from the Goods or services. Buyer must give Seller written notice of any claim that it has
regarding the condition, quantity or quality of the Goods or services or the nonconformity of the Goods or services within 30 days after the delivery of the Goods or
33
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 4 of 5
the performance of the services (or, with respect to any nonconformity of the Goods with the manufacturer’s warranty, within the period specified in the
manufacturer’s warranty). The notice must specify the basis of Buyer's claim in detail and identify the Goods or services at issue. Seller shall have a reasonable
opportunity to inspect the Goods or work at issue and a reasonable time to cure any nonconformity. Buyer's failure to comply with this paragraph shall constitute
Buyer's acceptance of the Goods and services and shall bind it to pay Seller the full purchase price of the Goods and services. SELLER SHALL NOT BE LIABLE UNDER
ANY CIRCUMSTANCES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST REVENUES AND PROFITS, EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. In no event shall Seller be liable for any amount arising out of or relating to the Terms, the Goods or the
services, whether in contract, tort, strict liability or otherwise, in excess of the purchase price of the Goods or services at issue. Any action or proceeding by Buyer
arising out of or relating to the Terms, the Goods or the services will be forever barred unless it is commenced within the earlier of: (a) one year after the claim or
cause of action has accrued; or (b) the period prescribed by applicable statute of limitation or repose. The Terms contain Buyer's sole and exclusive remedies relating
to the Terms, a breach of the Terms, and the Goods or the services, regardless of the theory of recovery. No delay in any of Seller’s work shall entitle Buyer to any
reduction of the purchase price. Seller will not accept, pay or reimburse any invoices or charges for any warranty work performed by others. Notwithstanding
anything to the contrary in the Terms, Seller shall not be responsible for any damages resulting from the negligence of Buyer or the failure of Buyer to monitor the
operation of all Goods on a daily basis in accordance with any applicable law affecting the operation and the equipment, and Buyer shall be fully responsible for all of
those damages.
Buyer agrees to hold Seller harmless from and defend and indemnify it against any of Seller’s or Buyer’s losses in connection with any property damage, personal
injury or death, whether same relates to any claim, penalty, or fine by government agency for pollution, environmental damage, clean up, or otherwise, or whether
any claim is made by any third party against Seller or Buyer or said damage, personal injury or death is claimed or sustained by Buyer or made against Buyer or Seller
in connection therewith, including but not limited to damages, costs, expenses, and attorney’s fees, except to the extent that said damage, personal injury or death is
proven to have been caused by Seller’s sole negligence. Where a penalty, fine or claim for pollution damage or cleanup is made against Seller in connection with
installation of materials or equipment, Buyer agrees to hold Seller harmless from and defend and indemnify it against same.
Seller, in furnishing services hereunder, is acting only as an independent contractor. Seller does not undertake by this agreement or otherwise to perform any
obligations of Buyer, whether regulatory or contractual, or to assume any responsibility for Buyer’s business or operations.
6. Cancellation and Returns. Buyer may cancel an order only upon advance written approval of Seller and the manufacturer of the Goods that are the subject of the
cancellation. The Buyer shall pre-pay the freight charges, the manufacturer’s restocking charges, and Seller’s handling fee equal to ten percent (10%) of the quoted
purchase price for the Goods or services that are the subject of the cancellation. In addition, any initial payment made for Goods or services relating to a car wash
shall be retained by Seller. No merchandise is returnable without Seller’s advance written consent. Merchandise must be returned within ten (10) days of Buyer’s
receipt of written authorization and must be accompanied by the invoice number and/or a copy of the sales receipt. At the option of Seller, return of material prior to
receiving Seller’s approval will result in material remaining the property of Buyer, and it will be stored at Buyer’s risk and expense. If Seller accepts the material in
return for credit, a handling charge based in part on acceptance of the material for return by the manufacturer will be charged, and no credit will be issued to Buyer
until credit from the manufacturer is received.
7. Software. Seller and its licensors, if any, shall retain title to all software integrated in or accompanying the Goods. Buyer shall only have the limited, nonexclusive
right to use the software in object code form only as specified by Seller or its licensors in order to operate the Goods. Buyer shall not, and shall not allow any person
or entity to, (a) remove, modify, copy, reverse engineer, decompile or disassemble the software, (b) merge the software with other programs, or (c) install any other
software on the Goods. Buyer may transfer this limited right to use the software to a third party only if it does so together with the Goods and only if the transferee
executes and delivers to Seller before the transfer a written agreement to be bound by these Terms.
8. Insurance. Buyer shall purchase and maintain general liability insurance, including coverage for bodily injury and property damage to the Goods. Buyer shall also
purchase and maintain until Buyer pays the Final Invoice builders’ all risk insurance, including extended coverage for fire, theft and vandalism. At Seller’s request,
Buyer shall provide a current certificate of insurance showing Buyer has in force the foregoing insurance and showing Seller as a loss payee to the extent of its
interests.
9. Default; Remedies. The occurrence of any of the following shall constitute an event of default by Buyer: (a) Buyer’s failure to pay any sum to Seller as and when
due; (b) Buyer’s default under any other provisions of these Terms that is not cured within 10 days after Seller gives Buyer written notice of default; Buyer is adjudged
bankrupt or a receiver or trustee is appointed for Buyer, or Buyer is insolvent or makes a general assignment for the benefit of creditors. Upon the occurrence of an
event of default, and in addition to any other rights and remedies that Seller may have, Seller shall have the right, at its option, to take one or more of the following
actions: (a) declare all or part of Buyer’s obligations to Seller immediately due and payable; (b) suspend its performance under or terminate pending purchase orders;
(c) foreclose its security interest in the Goods and/or repossess the Goods; (d) treat such event as a cancellation by Buyer, in which event Buyer shall be obligated to
perform the obligations set forth in Section 6 above, and (e) pursue its other rights and remedies under these Terms and applicable law. All amounts Buyer does not
pay as and when due shall accrue interest at the rate of 18% per annum until paid in full. If Buyer defaults under its obligations to Seller, Buyer shall pay Seller all
costs of collection, including reasonable attorneys’ fees and costs.
10. Force Majeure. Seller shall not be liable for delays or failure to perform directly or indirectly resulting from events and causes beyond Seller's reasonable control,
accidents, acts of God, acts and omissions of any governmental authority, declared or undeclared wars, terrorism, strikes or other labor disputes, fires and natural
calamities (including floods, earthquakes, storms and epidemics), changes in the law, and delays in obtaining or the inability to obtain labor, materials or services
through Seller's usual sources at normal prices. The occurrence of any such delay or failure shall extend Seller’s time for performance for at least the period of delay
and shall give Seller the right to allocate its production and deliveries among its customers in its sole discretion.
11. Safety; General. Buyer will follow all instructions and directions, and will use all safety devices, that Seller or the manufacturer provides for the use or operation of
the Goods. Any notice permitted or required under the Terms shall be deemed given if in writing and delivered personally, deposited in the United States mail,
certified mail, return receipt requested, or sent by facsimile to the respective addresses of Seller and Buyer. Buyer may not assign to any person or entity all or a
portion of its rights or obligations under the Terms or any order without Seller's prior written consent, and any attempted assignment without that consent shall be
void. Seller reserves the right to correct clerical and typographical errors in any document. The Terms and any controversy relating to them or the Goods or services
shall be governed by the laws of the State of North Carolina, excluding its conflicts of law principles. The United Nations Convention on the International Sale of
Goods is expressly excluded and shall not apply. Any action or proceeding relating to the Terms or their enforcement, or to the Goods or services, shall be
commenced and heard only in the state courts for Mecklenburg County, North Carolina and the United States District Court for the Western District of North Carolina.
Seller and Buyer hereby consent and submit to the jurisdiction and venue of those courts. The Terms shall be binding on, and shall inure to the benefit of, the parties
34
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 5 of 5
and their respective successors, heirs and permitted assigns. The Terms contain the entire agreement of the parties relating to the Goods and the services and
supersede all previous and contemporaneous agreements, understandings, usages of trade, and courses of dealing, whether written or oral. The Terms may be
modified only by a written agreement, signed by both parties, expressly modifying the Terms. No delay in exercising any right under the Terms shall constitute a
waiver of that right. If any provision of the Terms is held to be illegal, unenforceable or invalid for any reason, the remaining provisions shall not be affected or
impaired. The word “including” shall not be deemed to be limiting. In the event of any conflict between the terms and conditions set forth above and the terms and
conditions set forth in any quotation or installation agreement signed by both Buyer and Seller, the terms and conditions set forth in such quotation or installation
agreement shall control.
12. The parties hereby incorporate the requirements of 41 CFR. Section 60-1.4 (a)(7), 60-250.4 as amended (41 CFR 61-300) and 60-741.4, if applicable. In addition,
the parties hereby incorporate the requirements of 29 CFR Part 471, Appendix A to Subpart A if applicable.
35
1
INVITATION FOR BID
IFB No. 22-109
Fleet Fuel System and Dispensers Replacement
Bid Submission Deadline:
July 6, 2021 at 3 p.m.
Location: Financial Services Office - Procurement
City of Lake Worth Beach City Hall
7 North Dixie Highway – 2nd Floor
Lake Worth Beach, FL 33460
Pre-Bid Conference Meeting & Site Visit:
June 15, 2022 at 11 a.m.
Location: 1749 3rd Avenue South, Lake Worth Beach, FL 33460
36
2
FINANCIAL SERVICES
7 North Dixie Highway
Lake Worth Beach, FL 33460
TEL: 561-586-1770
INVITATION FOR BID
IFB # 22-109
Fleet Fuel System and Dispensers Replacement
The City of Lake Worth Beach is soliciting bids from responsible and experienced entities to replace the
existing fleet fuel dispensers at the City of Lake W orth Beach Garage facility located at 1749 3rd Avenue
South, Lake Worth Beach, FL 33460.
This Invitation for Bid (IFB) may be downloaded at lakeworthbeachfl.bidsandtenders.net or
www.lakeworthbeachfl.gov. All Bidders shall have a Bidding System Vendor account and be registered
as a Plan Taker for this Bid opportunity, which will enable the Bidders to download the Bid Call Document,
to receive Addenda email notifications and download all documents without the watermark “preview” on
them.
To ensure receipt of the latest information and updates via email regarding this bid, or if a Bidder has
obtained this Bid Document from a third party, the onus is on the Bidder to create a Bidding System Vendor
account and be register as a Plan Taker for the bid opportunity. Copies of this IFB may also be acquired
by contacting purchasing1@lakeworthbeachfl.gov.
Time is of the essence and any bid received after 3:00 PM, July 6, 2022 whether by mail or otherwise
shall be rejected by the City. The time of receipt shall be determined by the time clock located in the
Financial Services Office. Bids shall be placed in a sealed envelope, marked with the bid number, title,
date, and hour bids are scheduled to be received. Bidders are responsible for ensuring that their bid is
stamped by office personnel by the deadline indicated.
All persons or entities responding to the IFB (hereafter “Bidders”) are responsible for ensuring that their
bid is received by the City at its’ designated office address by the deadline indicated in the IFB. The City
will in no way be responsible for delays caused by any occurrence. Bids shall not be submitted and will
not be accepted in by e-mail, telephone, telegram, facsimile or any other City’s address except as notified
below. The time of receipt shall be determined by the time clock in Financial Services Department.
Optional Pre-Bid meeting with site visit will be held on June 15, 2022 at 11 a.m. at 1749 3rd Avenue
South, Lake Worth Beach, FL 33460.
All bids must be mailed or delivered to:
City of Lake Worth Beach, City Hall
Financial Services Office - Procurement
7 North Dixie Hwy. 2nd floor
Lake Worth Beach, FL 33460
ENVELOPE MUST BE IDENTIFIED AS IFB # 22-109 Fleet Fuel Dispensers Replacement.
PUBLISHED: June 5, 2022 – Palm Beach Post & City Website.
37
3
IFB # 22-109 Fleet Fuel System and Dispensers Replacement
SECTION 1 – SCOPE OF WORK AND TENTATIVE BID SCHEDULE
The City of Lake Worth Beach is soliciting bids from responsible and experienced entities to remove and
replace the existing fleet fuel dispensers, supply and install new fuel island terminals with the operational
fuel tracking software at the City of Lake Worth Beach Garage facility located at 1749 3rd Avenue South,
Lake Worth Beach, FL 33460. A more detailed scope of work is attached and incorporated into to this IFB
as Exhibit “A”.
All work shall be constructed in accordance with the City’s design specifications and standards and in
accordance with this IFB, its exhibits and all issued addendum which are available on the City’s website
at lakeworthbeachfl.bidsandtenders.net or www.lakeworthbeachfl.gov.
TENTATIVE BID SCHEDULE
Listed below are the tentative dates and times of the project and schedule by which the actions noted must
be completed. If the City finds it necessary to change any of these dates and/or times, the change will be
accomplished by addenda. All dates and times are subject to change at the City’s discretion.
ACTION COMPLETION DATE
IFB Publication Date June 5, 2022
Pre-Bid Meeting & Site Visit June 15, 2022 at 11 a.m.
Contractor
Final Questions Due June 21, 2022 by 4 p.m.
Bids Due July 6, 2022 by 3 p.m.
SECTION 2 – SPECIAL TERMS
1. Pre-Bid Conference & Site Visit. A Pre-Bid Conference is scheduled on June 15, 2022 at 11 a.m.
at1749 3rd Avenue South, Lake Worth Beach, FL 33460. This will be the only opportunity for bidders to see the
location and hear the specific details concerning the scope of work and project. The City will not answer any
question at the visit. Bidders can submit their questions following the solicitation protocol after their visit.
2. Time of Completion and Liquidated Damages. The work to be performed under this IFB shall commence
on the date of Notice to Proceed. The work shall be substantially completed within 90 calendar days after the date
of such notice, and fully completed within 105 calendar days, with such extensions of time as may be provided
in the resulting contract with the City.
The resulting contract or Purchase Order will incorporate the following provision regarding liquidated
damages:
The City and Contractor recognize that the timeframe for completing all work under this Contract is critical
and time sensitive. The City will suffer financial loss if the Contractor fails to timely complete all work. In
such event, the total amount of the City’s damages, will be difficult, if not impossible, to definitely ascertain
38
4
and quantify. Should the Contractor fail to complete the work within the timeframe established in the
Contract, the City shall be entitled to assess, as liquidated damages, but not as a penalty, $ 500.00 (Five
Hundred Dollars) for each calendar day thereafter until all work is complete. The Contractor expressly waives
and relinquish any right which it may have to seek to characterize the above noted liquidated damages as a
penalty, which the parties agree represents a fair and reasonable estimate of the City’s actual damages at
the time of contracting if Contractor fails to complete the work within the required time period.
3. Permits and Fees. In accordance with the Public Bid Disclosure Act, the Contractor will be required to make
payment to the City of Lake Worth Beach or other governmental entity with jurisdiction over the Project for following
permits or licenses, impact, inspection or other fees for this Project under the Contract:
(Permit) (Fee/Amount or calculation)
Any permit as required by the law (bidders to identify in their bid)
4. Licenses.
Each Bidder shall have the following licenses at the time of bid submittal or its bid may be disqualified:
• State of Florida General Contractor’s license OR
• Any other license as required by the local, state and Federal law
All bidders are required to maintain, a current, valid licenses relevant to offered supply or service at the time of bid
submittal or its bid may be disqualified. Failure to submit all required licensing if/when requested may result in
rejection of the bid.
Each Bidder will also be required, at the time of contract execution, to have a business tax receipt or certificate of
registration in accordance with the following:
• No person, contractor or subcontractor may conduct business within the City without a business tax
receipt or certificate of registration.
• A contractor who holds a valid countywide contractor’s license, in addition to a county business tax
receipt shall register with the City.
• Any person engaging in any business, occupation or profession within the City without a permanent
business location or branch office in the City, but holding a valid and currently effective business tax
receipt issued by the county or another incorporated municipality, shall be issued a certificate of
registration upon registering with the business tax official.
5. Construction Bond. Payment and Performance Bonds are required for the work under this IFB in
accordance with section 225.05, Florida Statues.
6. Insurance. Prior to execution of the resulting contract derived from this IFB, the awarded bidder shall obtain
and maintain in force at all times during the term of the resulting contract insurance coverage as required herein. All
insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida.
The Certificates shall clearly indicate that the selected bidder has obtained insurance of the type, amount, and
classification as required for strict compliance with this provision and that no material change or cancellation of the
insurance shall be effective without thirty (30) days prior written notice to the City. Compliance with the foregoing
requirements shall not relieve the selected bidder of its liability and obligations under the resulting contract.
A. The selected bidder shall maintain, during the life of the contract, commercial general liability, including public
and contractual liability insurance in the amount of $1,000,000.00 per occurrence ($2,000,000.00 aggregate)
to protect the bidder from claims for damages for bodily and personal injury, including wrongful death, as well
as from claims of property damages which may arise from any operations or completed operations under the
39
5
contract, whether such operations be by the bidder or by anyone directly or indirectly employed by or
contracting with the bidder.
B. The selected bidder shall maintain general automobile liability insurance for owned and hired vehicles
(optional / per case basis) of at least $1,000,000 combined single limit.
C. The selected bidder shall carry Workers’ Compensation Insurance and Employer’s Liability Insurance for all
employees as required by Florida Statutes.
All insurance, other than Workers’ Compensation, to be maintained by the selected bidder shall specifically include
the CITY as an “Additional Insured” on a primary, non-contributing basis.
SECTION 3 – MINIMUM QUALIFICATIONS
Each Bidder must meet the following minimum qualification requirements in order to be considered for award. A
Bidder who fails to meet these requirements will be disqualified. All decisions on qualifications are within the City’s
sole discretion.
Each Bidder shall have a minimum of five (5) years’ experience in project management and/or works related
to supply and installations of fuel dispensers for fueling facilities. The City reserves the right to reject any bidder
that does not meet minimum qualification requirements.
Complete Form B2 – Bidder’s Qualifications Form
SECTION 4 - INSTRUCTIONS TO BIDDERS
1. HOW TO SUBMIT A BID:
a. The original and one (1) electronic copy maximum size of 5 MB file on USB drive of the bid
must be submitted in a sealed envelope, marked on the outside of the envelope with the Bid number, title, and date
and hour bids are scheduled to be received. Sealed bids shall be mailed or hand-delivered to:
City of Lake Worth Beach, City Hall
Financial Services Office - Procurement
7 North Dixie Highway, 2nd Floor
Lake Worth Beach, FL 33460
No responsibility shall be attached to the City for the premature opening of, or the failure to open a bid not properly
addressed and identified.
b. Time is of the essence and any bid received after the closing date and time indicated on the cover
of this IFB, whether by mail or otherwise, shall be rejected. The time of receipt shall be determined by the time clock
located in the Financial Services office e-mail. Bidders are responsible for ensuring that their bid is stamped by City
personnel by the deadline indicated. The City shall in no way be responsible for delays caused by any occurrence
The City shall in no way be responsible for delays caused by any occurrence.
c. Bids submitted by telephone, telegram facsimile or email shall not be accepted.
d. Submission of a Bid implies a full understanding of this IFB. Any misunderstanding as to such terms
by the Bidder will not relieve the Bidder from performance.
e. This IFB consists of this document along with all exhibits, addendum including all plans, drawings
and/or technical specifications incorporated or attached to this IFB, all of which are incorporated herein by this
reference.
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2. THE BID PACKAGE. Each bid submitted in response to this IFB shall contain the following documents:
B1 Bid Cover Sheet
B2 Bidder’s Minimum Qualifications
B3 Bid
Bid Bond (must be submitted)
B4 Substitution Sheet
B5 Schedule of Subcontractors (with daily reporting format)
B6 Contractor Verification
B7 Reference List
B8 Non-Collusion Affidavit
B9 Drug Free Certification
B10 Campaign Contribution Statement
B11 Scrutinized Companies Certification
B12 Veteran Business Enterprise, Small Business and/or Local Business Preference Form
Bidders format - Work schedule for the permitting, installation and work completion
All additional documentation as specified in solicitation document
AVOID BID REJECTION: Bids may be rejected for noncompliance to requirements after review by the Financial
Services office. All bids must be submitted on the provided Bid forms and signed by an officer authorized to bind
the Bidder where applicable.
3. COMPLETION OF IFB SUBMISSION PACKAGE.
a. It is the responsibility of the Bidder to ensure that all pages are included. All Bidders are advised to
closely examine this IFB.
b. All bids must be submitted on the provided Bid forms. Bids submitted on Bidder’s letterhead or
quotation forms will not be accepted.
c. Bid forms must be neatly written in ink or typed, and must be signed by an officer or employee having
authority to bind the bidder (where a signature is required). Failure to submit a duly signed bid or any other
required document may be cause for rejection of the bid.
4. ERRORS/ERASURES/CORRECTIONS
a. Bids having erasures or corrections must be initialed by the Bidder. If a correction is necessary,
draw a single line through the entered figure and enter the corrected figure above it and initial the correction. Any
illegible entries, pencil bids or corrections not initialed may not be accepted.
b. In the event of mathematical extension error(s), the unit price will prevail and the bidder’s total offer
will be corrected accordingly. In the event of addition errors, the extended line item will prevail and the bidder’s total
will be corrected accordingly.
c. Bidders shall not be allowed to modify their bids after the bid opening time and date. Bid files may
be examined during normal working hours, after bid opening, by appointment only.
d. By submitting a bid, the Bidder represents that it has taken all necessary steps to ascertain the nature
and location of the work and that it has investigated and satisfied itself as to the general and local conditions which
can affect the performance of the work, including: (i) conditions relating to access, egress, transportation, debris
disposal, parking and storage of materials; (ii) availability of labor; and (iii) physical conditions at the site. Any failure
by Bidder to take these steps will not relieve the Bidder from the responsibility for estimating properly the difficulty
and cost of successfully performing the work without additional expense to City. Bidder hereby agrees that the
material offered will meet all the requirements of the specifications in this solicitation unless deviations have been
deemed acceptable by City. Request for exceptions must be submitted during the question and answer period of
this Invitation for Bid as per instructions in Paragraph 6 of this document.
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5. BID PRICES. All prices shall remain valid for ninety (90) days after the date of bid closing or other
time stated in the Special Terms. Prices must be stated in the units specified on the Schedule of Unit Prices.
Bidders may offer a cash discount for prompt payment; however, such discounts should not be considered in the unit
price bid unless otherwise specified in special conditions.
6. SUBSTITUTIONS. If Bidder wishes to offer a substitution for a specified item of materials or equipment, the
proposed substitution must be submitted during the bidding questions and answers process on the Substitution
Sheet. An explanation must be made for each item in which the exception is taken, giving in detail the extent of the
exception and the reason for which it is taken. Bids failing to comply with this requirement may be considered non-
responsive. The City will be the sole judge of whether an alternative product is equivalent or superior to the listed
product. The City reserves the right to waive immaterial variations in the specifications.
7. SUBCONTRACTING. If a Bidder intends to subcontracts any portion of the work, the Schedule of
Subcontractors form must be fully completed and submitted with the bid. The name, address, phone number and
extent of work and value of the work to be performed should be included for all sub-contractors. The City reserves
the right to reject any bid if the bid names a subcontractor who has previously failed in the proper performance of an
award, or failed to deliver on time contracts of a similar nature, or who is not in a position to perform under this award.
The City reserves the right to inspect all facilities of any subcontractor in order to make a determination as to the
foregoing.
The Bidder shall submit for the City’s review and approval, as part of his/her bid submission, a sample copy
of his/her company’s daily reporting format for reporting the progress of construction. This format shall include but
not be limited to the detailing of all labor, equipment and materials used in the construction of the project along with
the areas worked, type of work performed, problems encountered and daily weather conditions at the work areas.
8. BID BONDS OR DEPOSITS. Each bid must be accompanied by a bid bond or a deposit in a sum of not
less than five percent (5%) of the total bid. Bid bonds and deposits amounting to less than one hundred dollars need
not be submitted. Only the following types of bonds or deposits will be accepted:
1. Bid bond signed by a surety company authorized to do business in the State of Florida.
2. Cashier Check or bank draft of any national or state bank.
3. Certified check drawn on a financial institution acceptable to the City of Lake Worth Beach
4. U.S. Postal Money Order
All checks and orders must be made payable to the City of Lake Worth Beach. The City reserves the right to hold the
bid security until a contract is properly executed and proof of the required insurance and bond(s) is provided. If any
bidder presented with a contract fails to execute such contract with the City and/or provide the required insurance
and/or bonds within ten (10) calendar days of receipt of the contract, the City shall be entitled to retain the deposit or
enforce the bond. Bid deposits of unsuccessful bidders will be returned after execution of a contract and proof of the
required insurance and bonds.
9. CERTIFICATION AND LICENSES. Each Bidder must include with its bid package a copy of all applicable
certificates and licenses and a current Business Tax Receipt in the name of the Bidder submitting the Bid from the
County in which the Bidder’s principal place of business is located. If awarded the contract, any Bidder who is not
required to have a Business License from the City will be required to obtain a Certificate of Registration from the City
of Lake Worth Beach prior to contract execution.
10. NO LOBBYING – CONE OF SILENCE. In accordance with the Palm Beach County Lobbyist Registration
Ordinance and Section 2-112(k) the City’s procurement code, the City’s procurement cone of silence will be in effect
as of the due date for bids in response to this IFB. A complete copy of the City’s procurement code is available on-
line at municode.com under the City’s code of ordinances (sections 2-111 – 2-117). All Bidders are highly encouraged
to review the same. In summary, the cone of silence prohibits communication between certain City officials,
employees and agents and any entity or person seeking to be awarded a contract (including their representatives,
lobbyists and potential subcontractors). The cone of silence terminates at the time of award, rejection of all response
or some other action by the City to end the selection process
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11. CONFLICT OF INTEREST AND ETHICS REQUIREMENTS. This IFB is subject to the State of Florida Code
of Ethics and the Palm Beach County Code of Ethics. Accordingly, there are prohibitions and limitations on the
employment of City officials and employees and contractual relationships providing a benefit to the same. Bidders
are highly encouraged to review both the Florida Code of Ethics and the Palm Beach County Code of Ethics in order
to insure compliance with the same.
Further, any Bidder coming before the City Commission for an award of a contract and who has made an
election campaign contribution in an amount that is more than five hundred dollars ($500.00) to any elected
official of the City Commission, who is a current sitting member of the Commission, must disclose such
election campaign contribution, verbally and in writing, in their responsive proposal to this IFB. FAILURE TO
INCLUDE THE CAMPAIGN CONTRIBUTION STATEMENT WILL CAUSE YOUR BID TO BE REJECTED.
12. PUBLIC ENTITY CRIMES. Pursuant to section 287.133, Florida Statutes, a person or affiliate who has been
placed on the convicted vendor list maintained by the State of Florida may not submit a bid to the City as agent for
the ECR Board for 36 months following the date of being placed on the convicted vendor list.
12.1 SCRUTINIZED COMPANIES
A. 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 Agreement 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 Agreement.
B. If this Agreement 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
Agreement 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 Agreement.
C. The Contractor agrees to observe the above requirements for applicable subcontracts entered into
for the performance of work under this Agreement.
D. The Contractor agrees that the certifications in this section shall be effective and relied upon by the
City for the term of this Agreement, including any and all renewals.
E. 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.
F. 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.
13. E-VERIFY
Pursuant to Section 448.095(2), Florida Statutes, beginning on January 1, 2021, the Contractor shall:
A. Register with and use the E-Verify system to verify the work authorization status of all newly hired
employees and require all Contractors (providing services or receiving funding under this Agreement) to register with
and use the E-Verify system to verify the work authorization status of all the Contractors’ newly hired employees;
B. Secure an affidavit from all Contractors (providing services or receiving funding under this
Agreement)
stating that the Contractor does not employ, contract with, or subcontract with an “unauthorized alien” as defined in
Section 448.095(1)(k), Florida Statutes;
C. Maintain copies of all Contractor affidavits for the duration of this Agreement and provide the same
to the City upon request;
D. Comply fully, and ensure all Contractor s comply fully, with Section 448.095, Florida Statutes;
E. Be aware that a violation of Section 448.09, Florida Statutes (Unauthorized aliens; employment
prohibited) shall be grounds for termination of this Agreement; and,
F. Be aware that if the City terminates this Agreement under Section 448.095(2)(c), Florida Statues,
the Contractor may not be awarded a contract for at least 1 year after the date on which the Agreement is terminated
and will be liable for any additional costs incurred by the City as a result of the termination of the Agreement
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14. INQUIRIES AND ADDENDA. Bidders shall notify the Procurement Division promptly of any error, omission,
or inconsistency that may be discovered during examination of the Bid Documents and the proposed work site if
applicable. Requests from Bidders for interpretation or clarification of the Bid Documents shall be submitted at
lakeworthbeachfl.bidsandtenders.net or emailed to the Procurement Division of Financial Services to
purchasing1@lakeworthbeachfl.gov and shall arrive no later than June 21, 2022 at 4 p.m.
Oral questions may be presented at a pre-bid conference if one is provided for in the Bid Documents. Interpretations,
corrections, material substitution requests or changes, if any, to the Bid Documents shall be made by Addenda.
Bidders shall not rely upon interpretations, corrections, and changes made in any other manner, including orally, at
the pre-bid conference. Interpretations, corrections, and changes shall not be binding unless included in an Addenda.
Any addenda or other modification to the IFB documents will be issued by the City prior to the date and time of Bid
closing, as a written addenda distributed to all prospective bidders who have obtained the IFB directly from the City
or its authorized representative. Such written addenda or modification shall be part of the Bid documents and shall
be binding upon each Bidder. Each Bidder is required to acknowledge receipt of any and all addenda on the bid form.
No Bidder may rely upon any oral or verbal modification or interpretation in preparing its bid. No interpretation of this
IFB will be made for any bidder, except by written addendum. Questions or requests for clarification directed to any
other member of the City staff may be grounds for rejection of the bid as being irregular.
15. ACCEPTANCE; REJECTION; CANCELLATION. In accordance with the City’s procurement code, this IFB
may be cancelled and may or may not be re-bid when determined to be in the best interests of the City. Any or all
bids may be accepted or rejected in whole or in part, when determined to be in the best interests of the City. The City
also reserves the right to reject the bid of any Bidder who has previously failed in the performance of an award or to
deliver contracts of a similar nature on time or who is not in a position to perform properly under this award. The City
reserves the right to investigate all bids, references and inspect all facilities of bidders. Any bid received without an
authorized signature or after the submittal deadline may be rejected.
Any withdrawal or cancellation of this IFB, either before or after selection of a bidder, shall be without liability or
obligation on the part of the City or its employees. Any action, selection or failure to select a successful bidder to this
Invitation for Bid shall be without any liability or obligation of the part of the City or its employees.
The City reserves the right to waive any non-material irregularities and technicalities, except timeliness and signature
requirements. If a bid is late or unsigned, the City reserves the right to investigate the matter further and make a
determination as to the materiality of the matter. Additionally, bids may be considered irregular and may be rejected
if the bid: 1) does not strictly conform to the requirements of this IFB; 2) is incomplete; 3) any Bid Form is altered; 4)
contains additions not called for; 5) is conditional; 6) contains prices that are, in the opinion of the City, unbalanced
either in excess or below the reasonable cost analysis values; and/or, 7) bids are in excess of the approved budget
for the project.
16. SELECTION OF BIDDER WITH WHOM TO CONTRACT. It is intention of the City to award the contract to
the lowest responsive and responsible bidder.
To be considered responsive, bidder’s response to a bid shall substantially conform in all material respects to the
requirements and criteria set forth in the invitation to bid. This includes such aspects as following bid instructions for
proper submittal, completing all necessary forms included with the solicitation, providing information required by the
solicitation, and complying with all terms, conditions, qualifications and specification requirements as enumerated in
the solicitation. Except where specifically authorized in this solicitation, a bid that deprives the City of the assurance
that the contract will be entered into in accordance with its terms will be considered non-responsive.
To be considered responsible bidder shall have the capability in all respects to fully perform the requirements
identified in this bidding documents. Bidder shall have the experience, capacity, facilities, equipment, credit, sufficient
qualified personnel, and record of timely and acceptable past performance that will assure good faith performance
for a city project or purchase. The term responsibility is not limited in its meaning to financial resources and ability.
The City reserves the right to make the determination if bidder is responsible by taking into consideration the bidder’s
past performance on any contract involving similar work and/or services; the bidder’s skill and business judgment;
the bidder’s experience and facilities for carrying out its responsibilities, timely completion and responding to
complaints; and, any other relevant information which the City may obtain relating to the bidder’s experience, its
proposed personnel’s and subcontractor’s ability to perform the solicited work and/or services.
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The City is not obligated to accept the lowest bid and is not responsible for bid preparation costs. The City reserves
the right to reject any or all bids, to waive minor irregularities in any bids or in the bidding procedure, and to accept
any bid presented which is deemed to be in the best interest of the City.
When the Bid Documents contain additive or deductive alternates, the apparent low Bidder will be determined by the
lowest base bid plus additive, or less deductive alternates. The City is not required to award any alternate and may
choose all, none, or some of the alternates as it deems in its best interest. If the order of bidders would not be
affected, the City has the right to select any alternate or combination of alternates. If the order of bidders would be
affected, award will be based on the base bid plus the additive, or less the deductive alternates, in the order provided
on the bid schedule, until the award can be made within the available funds. Award will be subject to the availability
of funds, which is determined solely by the City.
17. POSTING OF AWARD TABULATIONS. The selected bidder will be notified in writing with intent to award a
contract. Recommended awards will be available for review by interested parties at the Financial Services office.
17. CONTRACT. The City and successful bidder will be contractually bound only if and when a written contract
between the parties is executed by the City. In the event a contract is not executed with the selected bidder, the City
reserves the right to select the next lowest, responsive and responsible bidder based on the bid tabulation and to
contract with said bidder.
19. PROCUREMENT CODE. The City’s Procurement Code, sections 2-111 to 2-119 of the City’s Code of
Ordinances, shall govern this IFB. If there are any inconsistencies between this IFB and the Procurement Code, the
Procurement Code shall take precedence.
20. COSTS. All costs incurred by any party in responding to this Invitation for Bid are the sole responsibility of
the Bidder including any costs, fees or expenses associated with a protest.
21. PROTEST PROCEDURE. Please see section 2-115 of the City’s Procurement Code for the procedure.
22. CITY IS DOCUMENT GATEKEEPER. This IFB is issued directly by the City and the City shall be the sole
distributor of all addenda and/or revisions to these documents. It is the responsibility of the Bidder to confirm the
legitimacy of procurement opportunities or notices directly with the Financial Services Office. The City is not responsible
for any solicitations advertised by subscriptions, publications, websites (other than the City’s) or other sources not
connected with the City and the Bidder should not rely on such sources for information regarding any solicitation made
by the City of Lake Worth Beach.
24. VETERAN BUSINESS ENTERPRISE, SMALL BUSINESS AND LOCAL BUSINESS PREFERENCE.
Section 2-117 of the City’s Code of Ordinance shall govern the application of a Veteran Business Enterprise, Small
Business and/or Local Business preference for this IFB. Documentation to support a Bidder as a Veteran
Business Enterprise, Small Business and/or Local Business must be submitted with a bid in response to the
IFB. Documentation submitted after the proposal deadline will be rejected.
The order and application of preferences is as follows: For all preferences set forth in this IFB, only one preference
may be identified in a response to this solicitation. In an event of a tie, for the purpose of determining the best value
in the award of an IFB where more than one bidder identifies a preference, the Veteran Business Enterprise
preference shall take precedence over the Local Business preference, and the Local Business preference shall take
precedence over the Small Business preference.
25. PROPERTY OF THE CITY. All materials submitted in response to this IFB become the property of the City.
The City has the right to use any or all ideas presented in any response to this IFB, whether amended or not, and
selection or rejection of a proposals does not affect this right. No variances to this provision shall be accepted.
26. DISCLOSURE AND DISCLAIMER. The information contained herein is provided solely for the convenience
of the Bidders. It is the responsibility of each Bidder to assure itself that information contained herein is accurate and
complete. Neither the City, nor its advisors provide any assurances as to the accuracy of any information in this IFB.
Any reliance on the contents of this IFB regarding the project or scope of thereof, or on any oral communications with
City representatives or advisors, shall be at each Bidder's own risk. Bidders should rely exclusively on their own
investigations, interpretations and analyses in connection with this matter. This IFB is being provided by the City
without any warranty or representation, express or implied, as to its content, accuracy or completeness and no Bidder
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or other party shall have recourse to the City if any information herein contained shall be inaccurate or incomplete.
No warranty or representation is made by the City that any bid or proposal conforming with these requirements will
be selected for consideration, negotiation or approval.
Any action taken by the City in response to bids or proposals made pursuant to this IFB or in making any award or
failure or refusal to make any award pursuant to such bids or proposals, or in any cancellation of award, or in any
withdrawal or cancellation of this RFP, either before or after issuance of an award, shall be without any liability or
obligation on the part of the City, or their advisors.
Any recipient of this IFB who responds hereto fully acknowledges all the provisions of this Discloser and Disclaimer
and agrees to be bound by the terms hereof. Any proposal submitted pursuant to this IFB is at the sole risk and
responsibility of the party submitting such proposal.
27. COMPLIANCE. All bids or proposals received in accordance with this IFB shall be subject to applicable
Florida Statutes governing public records including without limitation Chapter 119, Florida Statutes.
28. OFFICE OF THE INSPECTOR GENERAL. In accordance with Palm Beach County ordinance number 2011-
009, this RFP and resulting contract may be subject to investigation and/or audit by the Palm Beach County Inspector
General. The Inspector General of Palm Beach County has the authority to investigate and audit matters relating to
the negotiation and performance of this contract and in furtherance thereof may demand and obtain records and
testimony from the contractor and its subcontractors and lower tier subcontractors. The contractor understands and
agrees that in additional to all other remedies and consequences provided by law, the failure of the contractor or its
subcontractors or lower tier subcontractors to fully cooperate with the Inspector General when requested may be
deemed by the municipality to be a material breach of this contract justifying its termination. Bidder/Proposer should
review Palm Beach County ordinance number 2011-009 in order to be aware of its rights and/or obligations under
such ordinance and as applicable.
29. WARRANTY TERMS. Successful Bidder shall fully warrant all materials against poor and inferior quality or
workmanship and provide standard manufacturer’s warranty as applicable.
END OF SECTION 4 - INSTRUCTIONS TO BIDDERS
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EXHIBIT “A”
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
DETAILED SCOPE OF WORK
PROJECT OBJECTIVE
The City of Lake Worth Beach has identified the existing Fleet fuel dispensers at the City of Lake Worth Beach Garage
facility to be beyond their useful life and need to be replaced to meet current Federal, State, Local and safety and
Code standards.
SCOPE OF WORK
The City has identified the following scope of work to be completed by the selected contractor:
1. Successful Bidder shall thoroughly inspect and familiarize itself with the existing dispensers at the facility.
2. Successful Bidder shall prepare necessary documents (permitting, testing, report fees, any necessary
engineering drawings, design, construction drawings, etc.) to submit for permitting to the City, State and other
applicable agencies.
3. The scope of work includes removal and replacement of an existing Wayne unleaded fuel dispenser, an
existing diesel fuel dispenser, and all associated dispenser equipment located at 1749 3rd Avenue South,
Lake Worth Beach, FL
4. Alternate: There is an existing unleaded Wayne dispenser G5203P/2GJ/AH, Serial #20048C G12. The City
is looking into potentially replacing this dispenser as well dependent on the budget. Replacement of this
dispenser shall be quoted as separate/Alternate line and shall include all associated works and connections.
5. In the case City does not decide on the replacement of the third dispenser and because this unleaded
dispenser is on the same island, it will need to be reset once the existing island is removed and replaced.
6. The City is looking for the consistent/matching and upgraded Wayne brand dispensers and shall be installed
in the same locations as the existing system.
7. The Successful Bidder shall demolish, remove, and dump, in a legal location, existing two out of three
dispensers
8. The Successful Bidder shall include removal and replacement of the existing concrete fuel islands, the
addition of bollards, all site restoration
9. The Successful Bidder shall supply, install and implement three (3) OPW Petro Vend 200 Fuel Island
Terminals (or equivalent) with the associated fuel management software supplied with 500 key fobs. The City
currently uses MegaTrak software, however bidder may propose different type of the system. The software
supplied shall be compatible with the City ERP system (Sunguard/ NavaLine system) and shall be able to
track the supply quantity by the user/key fob and associated vehicle. Current City’s system supplies a key
fob that is associated with a particular vehicle and inserted in the terminal prior to fueling. This is how the
system tracks the gallon quantity, what user is fueling up (currently an employee has to enter the last 4 of
their social), date & time of transaction, etc. associated with that particular vehicle.
10. Provide all software and training necessary to access and utilize the bidder’s systems. In the case that bidder
changes any software or internal systems, the bidder shall provide the most up to date version to the City at
no additional cost to the City. Successful bidder is expected to provide technical customer support for
hardware, software proposed in their bid.
11. All the work on the project shall be completed during the work week, Monday to Friday. No work shall be
permitted during the weekend.
12. The successful bidder shall schedule and be present for all necessary inspections with the FL Department
of Environmental Protection, Palm Beach County, the City, or any other regulatory agencies required.
13. The successful bidder shall coordinate with the City’s IT Department to ensure the fuel management software
is installed and operating correctly. Upon project completion, the City should have a fully operational turnkey
fueling and fuel management system that has been approved by all necessary agencies.
14. All work to be substantially completed within 90 calendar days, and final completion within 105 calendar days.
15. Successful Bidder shall submit a work schedule with their proposal.
16. All work shall be in compliance with all applicable OSHA safety standards
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(B1)
BID PACKAGE COVER SHEET
Project Title: IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
Bidder Name: ………………………………………………………………………………………………………
Enclose the following documents:
_____ 1. Bid Package Cover Sheet (B1)
_____ 2. Minimum Qualifications (B2)
_____ 3. Bid (B3)
_____ 4. Bid Bond
_____ 5. Substitution Sheet (B4) - If none, mark “none”.
_____ 6. Schedule of Sub-contractors (B5) - If none, mark “none”.
_____ 7. Contractor Verification (B6) - Check the license and insurance requirements to ensure that you will
comply and attach copies of current licenses.
_____ 8. Reference List (B7)
_____ 9. Affidavit of Prime Bidder re Non-collusion (B8)
_____ 10. Drug Free Certification (B9)
_____ 11. Campaign Contribution Statement (must be submitted) (B10)
____ 12. Scrutinized Companies Certification (B11)
_____ 13. Veteran Business Enterprise, Small Business and/or Local Business Preference Form (B12) and
supporting documents (must be submitted if preference is requested by bidder)
____ 14. Addendums Acknowledgment (if any issued)
____ 15. Work schedule for the permitting, installation and work completion in Bidders Format (must
be submitted)
Clearly mark the outside corner of the envelope with the IFB number and title, and the date and time for the bid
closing deadline.
THIS PAGE AND THE FOLLOWING PAGES ARE TO BE RETURNED WITH YOUR BID.
Submit ONE (1) ORIGINAL, and ONE (1) ELECTRONIC COPY on USB Drive
maximum size of 5 Mb of your Bid package.
AVOID BID REJECTION:
All bids must be submitted on the provided Bid forms with each form completed and signed where requested.
Signatures must be in ink and by a person authorized to bind the Bidder.
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(B2)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
Bidder’s Minimum Qualifications
Each Bidder must provide three (3) similar projects in the recent five (5) years using below documentation and list of
completed projects confirming three (3) years to satisfy the minimum qualifications requirements. The reference
person must be someone who has personal knowledge of the Bidder’s and its subcontractor’s (if any) performance.
The reference person must have been informed that they are being used as a reference so that the City may check
references. Bidder shall not use City of Lake Worth Beach staff as their references.
**Please also attach to this form a copy of the required license(s) to establish your
minimum qualifications.
Bidder’s Name: __________________________________________
PROJECT (FIRST PROJECT)
Name of Project:
Project Location:
Description of Project:
Describe the project elements (type of project, number of employees used on project, time frame for
completion, etc.) completed by the Contractor, Sub-Contractors, and/or Suppliers:
____________
___________________
Description of any Change Orders:
Contract Amount:
Project Start Date:
Project End Date:
Owner/Contact Name & Title:
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15
Phone Number:
Fax Number:
Email Address:
PROJECT (SECOND PROJECT)
Name of Project:
Project Location:
Description of Project:
Describe the project elements (type of project, number of employees used on project, time frame for
completion, etc.) completed by the Contractor, Sub-Contractors, and/or Suppliers:
____________
___________________
Description of any Change Orders:
Contract Amount:
Project Start Date:
Project End Date:
Owner/Contact Name: Title:
Phone Number:
Fax Number:
Email Address:
50
16
PROJECT (THIRD PROJECT)
Name of Project:
Project Location:
Description of Project:
Describe the project elements (type of project, number of employees used on project, time frame for
completion, etc.) completed by the Contractor, Sub-Contractors, and/or Suppliers:
____________
___________________
Description of any Change Orders:
Contract Amount:
Project Start Date:
Project End Date:
Owner/Contact Name & Title:
Phone Number:
Fax Number:
Email Address:
Note: Bidders may use additional sheets with the same format to list other projects as proof of prior experience (for
no more than five projects in total).
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17
(B3)
BID
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
Bid of: ______________________________________________________________________
(Bidder Name)
(Write Dollar Figure Here)
Total Bid Amount: $_______________________________________
Additive Alternate: $_______________________________________
Grand Total Inclusive
of Additive Alternate: $_______________________________________
Time of Work:
Material Supply Time = ___________days
Permitting = ___________days
Construction = ___________days
Time of Work (if different from requirement) _______________________________________________ (please
provide detailed schedule and clarification of the reasons as a separate document with the bid providing the
information).
Bidder agrees to furnish, unless otherwise provided, all implements, machinery, equipment, transportation, tools,
materials, supplies, labor and other things necessary for the performance and completion of the work for the amount
indicated above.
The undersigned Bidder hereby declares that:
1. This bid is made in good faith, without collusion or fraud and is fair and competitive in all respects.
2. Bidder has carefully and to his/her full satisfaction examined the IFB, the attached Scope of Work and all
required forms, and Bidder has read all addenda issued.
3. Bidder has made a full examination of the site and is familiar with the site conditions that may impact its
performance.
4. Upon receipt of a Notice of Intent to Award the contract the Bidder shall: 1) commence obtaining a
Performance and Payment Bond, and Certificate(s) of Insurance and 2) commence obtaining a Certificate of
Registration or Business License for engaging in business from the City, as such documents are required to
commence the work.
5. Bidder understands that the contract time starts on the date of Notice to Proceed or issuance of the Purchase
Order.
6. Bidder furthermore agrees that, in case of failure on his/her part to execute a Contract and provide all required
documents within ten (10) calendar days of receipt of the Contract for execution, the offer to contract may be
52
18
withdrawn and the check, bond, or other security accompanying his bid and the money payable thereon, shall become
the property of the City, by forfeit as agreed liquidated damages.
7. The Bidder states that this bid is the only bid for this project in which Bidder is interested; and Bidder shall
not be a sub-contractor or sub-subcontractor on this project.
8. Substantial Completion shall be in ninety (90) calendar days and a final completion shall be in hundred and
five (105) days.
9. Liquidated damages for delay are agreed to be $500 per calendar day.
10. Bidder shall be responsible for all permitting fees and utility service connection fees unless otherwise
specifically provided in this IFB or in the resulting Contract.
11. All debris is to be legally disposed of at a licensed disposal site in accordance with city, state, and federal
standards.
12. The City reserves the right to select and include one or more alternates in the Project and work.
13. The following officer, director or agent of the Bidder is also an employee of the City of Lake Worth Beach.
Name Address
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
14. The following employee(s) of the City of Lake Worth, either directly or indirectly owns, an interest of 10% or
more of Bidder or its affiliates or subsidiaries:
Name Address
___________________________________________________________________________________________
___________________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
15. Bidder and all affiliates, suppliers, subcontractor or consultants who will perform the Work have not been
placed on the Public Entity Crimes convicted vendor list maintained by the State of Florida within the 36 months
immediately preceding the date of this Bid.
16. Bidder acknowledges that ADDENDA NO(S). ________________________ have been RECEIVED and
has included their provisions in their Bid.
17. By signing and submitting this Bid, Bidder represents that all Bid Forms are fully complete and
accurate.
18. Bidder acknowledges that the Bid may be rejected if all Bid Forms are not fully complete, not accurate
or if forms are not signed by properly authorized signatures where required.
19. Bidder acknowledges that prices will remain valid for ninety (90) days after the date of bid closing or
other time stated in the Special Terms and remain valid for the contract term.
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19
20. Bidder wants to claim Veteran Owned Business Enterprise, Small Business and/or Local Business
preference in accordance to the City’s Code of Ordinances and is providing required documentation with the bid.
Please state Yes/No ____________
Name of Firm: _____________________________________________________________________
HQ Address: _____________________________________________ ST_____ Zip______________
Phone: (_____) ___________________ Email: __________________________________________
FEIN: ___________________________ State of Incorporation: _________________
Print Name: _____________________________________ Title: _____________________________
SIGNATURE: ___________________________________ Date: ________________
Sales Office: _____________________________________________ ST_____ Zip______________
Sales Contact Name: ______________________________ Title: ____________________________
Phone: (_____) ___________________ Email: __________________________________________
Failure to fully complete and sign this Bid Form may result in rejection of the Bid.
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20
(B4)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
SUBSTITUTION SHEET
This form must be completed if a Bidder proposes to deviate from any IFB requirements including, but not limited to,
proposed material specifications, proposed method, construction schedule, or phasing plan.
DESCRIPTION OR MAKE PROPOSED
BID ITEM NO. SPECIFIED SUBSTITUTION
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
_____________________ ___________________________________________________________________
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21
(B5)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
SCHEDULE OF SUBCONTRACTORS
The following is a complete list of all sub-contractors utilized for this project:
Dollar amount of
subcontract work
1. $
(company name) (type of work)
(address) (tel. #)
(zip code) (federal I.D. #)
2. $
(company name) (type of work)
(address) (tel. #)
(zip code) (federal I.D. #)
3. $
(company name) (type of work)
(address) (tel. #)
(zip code) (federal I.D. #)
Total dollar amount to be awarded to sub-contractors (this page) $
** The Bidder shall submit for the City’s review and approval, as part of his/her bid submission, a sample copy of its
company’s daily reporting format for reporting the progress of construction. This format shall include but not be limited
to the detailing of all labor, equipment and materials used in the construction of the project along with the areas
worked, type of work performed, problems encountered and daily weather conditions at the work areas. Please attach
sample of daily reporting format to this page.
Authorized Signature: ___________________________________________
Note: The above schedule of subcontractors will become a part of the Contract documents. Changes
made to the above schedule of subcontractors after the contract has been executed must be submitted in writing
to the City for approval prior to that sub-contractor performing any work.
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22
(B6)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
CONTRACTOR VERIFICATION FORM
PRIME BIDDER:
Name of Firm: __________________________________________________________________
Address: _____________________________________________________________________
_____________________________________________________________________
Telephone: ( ) _______________________________
Fax: ( ) _______________________________
Email: _______________________________________
CONTRACTOR OF RECORD:
Name: __________________________________________________________________
Address: _____________________________________________________________________
_____________________________________________________________________
Telephone: ( ) _______________________________
Email: _______________________________________
State License # _____________________________________ (ATTACH COPY)
County License # _____________________________________ (ATTACH COPY)
Type of License: ________________________________________________
Unlimited _________________ (yes/no)
If "NO", Limited to what trade? _____________________________________
Is the Licensee a full-time employee of Prime Bidder?
____ Yes _____ No
Will the Licensee be in responsible charge of the work performed and installed under this contract?
____ Yes _____ No
Failure to fully or accurately complete this form may be cause for rejection of the bid.
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23
(B7)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
REFERENCES
1. Owner’s Name & Address:
Project:
Contact Person:
Telephone: ( ) Fax: ( ) E-Mail:
2. Owner’s Name & Address:
Project:
Contact Person:
Telephone: ( ) Fax: ( ) E-Mail:
3. Owner’s Name & Address:
Project:
Contact Person:
Telephone: ( ) Fax: ( ) E-Mail:
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24
(B8)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
AFFIDAVIT OF PRIME BIDDER
Re Non-collusion and Public Entity Crime
State of _____________________________}
County of ____________________________}
_________________________________________, being first duly sworn, disposes and says that:
(Name)
1. I am the ____________________of ___________________________________, the
(Title) (Name of Company)
Bidder that has submitted the attached bid;
2. I am fully informed respecting the preparation and contents of the attached bid and of all pertinent
circumstances respecting such Bid;
3. Such Bid is genuine and is not a collusive or sham Bid;
4. Neither the Bidder nor any of its officers, partners, owners, agents, representatives, employees or parties in
interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly
with any other bidder, firm or person to submit a collusive or sham Bid in connection with the contract for
which the attached bid has been submitted or to refrain from bidding in connection with such Contract or has
in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with
any other Bidder, firm or person to fix the price or prices in the attached Bid or of any other Bidder, or to
secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City
of Lake Worth Beach, or any person interested in the proposed Contract; and
5. The following Officer, director or agent of Bidder is also an employee of the City of Lake Worth Beach.
_________________________________ (if none, write “None”).
6. The following employees of the City of Lake Worth Beach, own, directly or indirectly, an interest of 10% or
more in Bidder firm or any of its affiliates or subsidiaries: ___________________________ (if none, write
“None”).
7. The price or prices quoted in the attached Bid are fair and proper and are not tainted by any collusion,
conspiracy, connivance or unlawful agreement on the part of the Bidder or any of its agents, representatives,
owners, employees, or parties in interest, including this affiant.
8. Neither the Bidder nor any officer, director, partner, shareholder, employee, member or agent, who is active
in the management of Bidder, or any affiliate or subsidiary of Bidder has been convicted of a public entity
crime or action regarding antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy or material
misrepresentation with respect to any bid or contract for goods or services to be provided to any public entity,
or has been listed on the state Convicted Vendor List, within thirty-six months prior to the date of Bidder’s
Bid.
(Signed) ________________________________________
(Print Name) ____________________________________
(Title) ________________________________________
STATE OF FLORIDA
(COUNTY OF PALM BEACH)
The Foregoing Affidavit of Bidder regarding Non-Collusion and Public Entity Crime was acknowledged before me by means of
physical presence or online notarization on this ____ day of ______________ 2022, by ________________________, as
the ________________________ [title] of _, A ______________________________, which is authorized to do business in the
State of Florida , 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 bidder to the same.
____________________________________
Notary Public Signature
Notary Seal:
59
25
(B9)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
The undersigned Bidder, in accordance with Florida Statute 287.087, hereby certifies that
_________________________________________________________________ does:
(Name of Business)
1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the
actions that will be taken against employees for violation of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of
maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee
assistance programs, and the penalties that may be imposed upon employees for drug abuse
violations.
3. Give each employee engaged in providing the commodities or contractual services that are under
this bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of working on
the commodities, or contractual services that are under bid, the employee will abide by the terms
of the statement, and will notify the employer of any conviction of, or plea of guilty, or nolo contendre
to any violation of Chapter 1893, or of any controlled substance law of the United States, or any
State, for a violation occurring in the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance, or
rehabilitation program, if such is available in the employee's community, by any employee who is
so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of
this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
____________________________
Bidders Authorized Signature
Print Name: _____________________________
__________________________
Date
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(B10)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
CAMPAIGN CONTRIBUTION STATEMENT
This IFB is subject to Section 2-101of the City of Lake Worth Beach Code of Ordinances regarding campaign
contributions which provides:
Sec. 2-101. - Additional and supplemental disclosures requirements.
(a) Any elected official of the City of Lake Worth Beach, who is a current sitting member of the city commission
and has accepted an election campaign contribution in an amount that is more than one hundred dollars
($100.00) from an individual or business entity having an interest in a matter before the city commission in
which the city commission will take action, must publically disclose, both verbally and in writing, such
contribution prior to any discussion or vote on the matter. The written disclosure must be submitted to the
city clerk.
(b) Any applicant coming before the city commission for an award of a contract with the city and who has
made an election campaign contribution in an amount that is more than one hundred dollars ($100.00) to
any elected official of the city commission, who is a current sitting member of the commission, must
disclose such election campaign contribution, verbally and in writing, during the application or bidding
process and before the award of the contract.
Vendor to complete: Check which statement applies, fill in the requested information, if applicable, and sign below.
[ ] Neither the undersigned business nor any of its owners or officers contributed more than $100.00 to the
campaign of a sitting City Commission member. [If you checked this statement, you are done and may sign below.]
[ ] The undersigned business or one or more of its owners or officers contributed more than $100.00 to the
campaign of a sitting City Commission member. All such contributions are listed below and on the attached sheet of
paper (if more room is needed). [If you checked this statement, please fill in the information requested below and
sign below.]
1. _________________________ contributed a total of $____________ to the campaign of City
Commission member ___________________________________.
2. _________________________ contributed a total of $____________ to the campaign of City
Commission member ___________________________________.
3. _________________________ contributed a total of $____________ to the campaign of City
Commission member ___________________________________.
4. _________________________ contributed a total of $____________ to the campaign of City
Commission member ___________________________________.
Signature:
I hereby certify that the above statements are true and correct to the best of my knowledge and I understand that a
false or inaccurate statement may result in the rejection of this bid/proposal/submittal or the immediate termination
of any resulting agreement with the City of Lake Worth Beach.
By: _____________________________________
Print Name: ______________________________
Print Title: _______________________________
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Print Name of Business: _______________________________________________
Commissioner/Mayor to complete: Check which statement applies, fill in the requested information, if applicable,
and sign below.
[ ] Neither the above referenced business nor any of its owners or officers contributed more than $100.00 to my
campaign. [If you checked this statement, you are done and may sign below.]
[ ] The above referenced business or one or more of its owners or officers contributed more than $100.00 to my
campaign. All such contributions are listed below and on the attached sheet of paper (if more room is needed). [If
you checked this statement, please fill in the information requested below and sign below.]
_________________________ contributed a total of $____________ to my campaign.
_________________________ contributed a total of $____________ to my campaign.
_________________________ contributed a total of $____________ to my campaign.
_________________________ contributed a total of $____________ to my campaign.
Signature:
I hereby certify that the above statements are true and correct to the best of my knowledge and I understand that a
false or inaccurate statement may result in the rejection of this bid/proposal/submittal or the immediate termination
of any resulting agreement with the City of Lake Worth Beach.
By: _____________________________________
Print Name: ______________________________
For City Clerk’s Use Only.
THIS SECTION SHALL BE COMPLETED ONLY IF THERE IS A CAMPAIGN CONTRIBUTION LISTED ABOVE
BY THE VENDOR OR COMMISSION MEMBER.
Applicable campaign contributions were disclosed in writing above, and prior to the award of the contract, the
following statements were verbally made at the City Commission Meeting on the ____ day of
____________________, 2022.
Check all that apply.
_____ Commissioner/Mayor ________________________ verbally disclosed the campaign contribution(s)
set forth above.
_____ Vendor, _____________________________, verbally disclosed the campaign contribution(s) set
forth above.
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(B11)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
SCRUTINIZED COMPANIES CERTIFICATION FORM
By execution below, I, _______________________, on behalf of ______________________________
(hereinafter, the “Contractor”), hereby swear or affirm to the following certifications:
The following certifications apply to all procurements:
1. The Contractor has reviewed section 215.4725, Florida Statutes, section 215.473, Florida Statutes
and section 287.135, Florida Statutes, and understands the same.
2. The Contractor is not on the Scrutinized Companies that Boycott Israel List nor is the Contractor
engaged in a boycott of Israel.
3. If awarded a contract, the Contractor agrees to require these certifications for applicable
subcontracts entered into for the performance of work/services under this procurement.
4. If awarded a contract, the Contractor agrees that the certifications in this section shall be effective
and relied upon by the City for the entire term of the contract, including any and all renewals.
If the contract awarded hereunder is for one million dollars or more, the following additional certifications
apply:
1. The Contractor is not on the Scrutinized Companies with Activities in Sudan List.
2. The Contractor is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List.
3. The Contractor is not engaged in business operations in Cuba or Syria.
5. If awarded a contract, the Contractor agrees to require these certifications for applicable
subcontracts entered into for the performance of work/services under this procurement.
6. If awarded a contract, the Contractor agrees that the certifications in this section shall be effective
and relied upon by the City for the entire term of the contract, including any and all renewals.
CONTRACTOR:
By:
Name: ______________________________
Title: _______________________________
Date: _____________________
STATE OF FLORIDA
(COUNTY OF PALM BEACH)
The Foregoing Affidavit of Bidder regarding Non-Collusion and Public Entity Crime was acknowledged before me by means of
physical presence or online notarization on this ____ day of ______________ 2022, by ________________________, as
the ________________________ [title] of _, A ______________________________, which is authorized to do business in the
State of Florida , 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 bidder to the same.
____________________________________
Notary Public Signature
Notary Seal:
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(B12)
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS REPLACEMENT
VETERAN BUSINESS ENTERPRISE, SMALL BUSINESS AND
LOCAL BUSINESS PREFERENCE FORM
Section 2-117 of the City’s Code of Ordinances shall govern the application of a Veteran Business
Enterprise, Small Business and/or Local Business preference for this IFB.
The undersigned Bidder, hereby claims the following preference:
Veteran Business Enterprise
Small Business
Local Business
Documentation to support a Bidder as a Veteran Business Enterprise, Small Business and/or Local
Business must be submitted with a bid in response to the IFB and attached to this form. Documentation
submitted after the bid deadline will be rejected.
Signature:
I hereby certify that the above statements are true and correct to the best of my knowledge and I understand that a
false or inaccurate statement may result in the rejection of this bid/proposal/submittal or the immediate termination
of any resulting agreement with the City of Lake Worth Beach.
By: _____________________________________
Print Name: ______________________________
Print Title: _______________________________
Print Name of Business: _______________________________________________
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END OF IFB PACKAGE
65
E N E R G Y S O L U T I O N S
Clearwater - (727) 540-0931 Sunrise - (954) 742-1735 Orlando - (407) 339-2384
Fort Myers - (239) 731-6766 Jacksonville - (904) 388-7571 Tallahassee - (850) 765-6909
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 1 of 5
PROPOSAL:
Reference - City of Lake Worth Beach - Fleet Fuel System and Dispensers Replacement - IFB No. 22-109
DESCRIPTION OF PROVIDED MATERIAL & SERVICE:
SPATCO Energy Solutions is pleased to submit this proposal based on our interpretation of your
requirements. The requirements are listed as follows:
1. Upon contract award, secure proper permits using City of South Miami supplied site plans. All permit
fees to be paid by customer at cost.
2. Mobilize personnel and equipment to project site.
3. Temporarily barricade work area to provide a safe working environment.
4. Shutdown and lock out electrical power to existing fuel dispenser/fuel management system.
5. Remove (1) dispenser at location #1 & #2 and set aside.
6. Location #1. Furnish and install (1) New Wayne Model #G6202D/2GJK/W1 Single Product (Unleaded), Dual
Sided Hose, Reliance Fleet Mechanical Dispenser with 10:1 pulser. Location #2. Furnish and install (1) New
DATE: 5/19/2023 PROPOSAL ID: MC02132023
TO: City of South Miami
6130 Sunset Drive
South Miami, FL, 33143
LOCATION 1 & 2 Location #1
City Hall
6130 Sunset Drive
South Miami, FL, 33143
Location #2
Public Works
4795 SW 75 Avenue
Miami, FL, 33155
ATTN: Steven Kulick
skulick@southmiamifl.gov
(305) 663-6339
FROM: Mark Casabo
Mark.casabo@spatco.com
(321) 246-8248 Cell
SPATCO Energy Solutions LLC
5150 NW 109th Ave Suite 1
Sunrise,FL,33351
66
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 2 of 5
Wayne Model #/G6203P/2GJK Double Product (Unleaded & Diesel) Dual Sided Hose, Reliance Fleet
Mechanical Dispenser with 10:1 pulser.
7. Locations #1 & #2. Furnish and install, (4) new hoses, (4) new nozzles, (4) new swivels, (4) new breakaways
for (2) fuel dispensers.
8. Once the fuel installation is complete, turn the electrical on and startup dispensers. Purge fuel in through
the hoses and purge air out.
9. Incorporate the new fuel dispenser with the new OPW Petro Vend 200 Fuel Management System.
10. Remove (2) existing OPW Petro Vend Fuel Management System and set aside.
11. Connect (2) New Fuel Management System reusing existing electrical supply.
12. Haul away old fuel dispenser’s/fuel management systems, debris and properly dispose of.
13. Furnish and install (2) OPW Petro Vend Fuel Management System and the following associated:
14. (2) PV200 Fuel terminals. (One at each dispenser)
15. (2) External FSC.
16. (2) Pedestal - Standard 40" Height.
17. (2) Pedestal - PCM Mounting Bracket.
18. System Features:
19. Standard prox reader that works with OPW FMS cards & keys.
20. System configured to use employee HID badges if compatible.
21. Used when the customer has custom prox cards / keys not supplied by OPW.
22. (2) PCM – Module. (Master-Master) - 2 Hose
23. DX Fleet Subscriptions.
24. (2) DX Fleet Annual Software Subscription. (External FSC Configuration)
25. (1) Initial Site Setup.
26. (1) Additional Site Setup.
PRICING & BREAKDOWN: $98,900.00
1. Furnish, install and removal of (2) fuel dispensers. $36,400.00 total. ($18,200.00 each)
2. Furnish, install and removal of (2) fuel management systems. $62,500.00. ($31,250.00 each)
3. Demo and installation of fuel islands. (excluded).
NOTES:
a) Any needed changes will be done on a time and material basis.
b) Any costs related to permitting will be handled on a time and material basis.
c) Pricing is based off of reusing existing electrical. If additional electrical work is required, it would
result in increased costs.
d) All permit fees to be paid by customer at cost. Any costs related to permitting will be handled on
a time and material basis.
67
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 3 of 5
TERMS:
Payment Terms: 25% due upon acceptance of this contract balance is due upon completion. Wayne equipment is due upon acknowledgement of
shipment from the manufacturer; if this cannot be met then add 15%. All Payments should be made to the principal office of SPATCO Energy
Solutions, LLC. Only past due or unpaid balance shall accrue interest at the rate of 1½% per month. Purchaser further agrees to pay SPATCO
Energy Solutions, LLC reasonable attorney’s fees and court cost if this account is placed in the hands of an attorney for collections.
Acceptance: This proposal, when accepted by the purchaser, and final approval of seller’s Official Officer, will constitute a bona fide contract
between us, subject to all terms and conditions on the reverse side. It is expressly agreed that there are no promises, agreements, or
understandings, oral or written, not specified in this proposal. The Equipment in this proposal remains the property of SPATCO Energy Solutions
until the contract is paid in full. SPATCO Energy Solutions retains the right to remove the equipment for non-payment at our discretion.
THANK YOU, AUTHORIZATION, APPROVAL,
___________________ ______ ____________________ ______ ___________________ ______
Mark Casabo
Commercial Manager
SPATCO Energy Solutions
Date Customer Name
Date Andy Adams
Vice President
SPATCO Energy Solutions
Date
SPATCO ENERGY SOLUTIONS TERMS AND CONDITIONS OF SALE
1. Terms; Price; Payment. Buyer's purchase of goods, equipment or parts (collectively, "Goods") or services from SPATCO Energy Solutions, LLC (“Seller”) shall be
governed solely by these Terms and Conditions of Sale, the terms in Seller’s invoice, and the terms of any quotation or installation agreement signed by both Buyer
and Seller (collectively, "Terms"). No term of any purchase order or other document issued by Buyer, other than Buyer's acceptance of the Terms, shall become a part
of the agreement between the parties or bind Seller. Seller's sale of the Goods or services is expressly conditioned on Buyer's acceptance of these Terms, and Seller
objects to all different and additional terms in Buyer's purchase order and other documents. The purchase price of the Goods and services is specified in Seller's
invoice. The purchase price does not include any sales, use, revenue, excise or other taxes or governmental charges. If Seller is required to collect those taxes or
charges, Seller will add them to the purchase price and invoice Buyer (in the original invoice or separately), and Buyer will pay them. Unless Seller’s invoice provides
otherwise, the purchase price of Goods does not include installation, training, setup or other similar services. If Seller agrees to provide those services, the services
and the additional charges Buyer shall pay shall be specified in Seller’s invoice. Unless Seller's invoice specifies a different payment schedule, the total purchase price
of the Goods shall be due and payable on delivery of the Goods, and the total purchase price of the services shall be due and payable when the services are
performed. No partial payment by Buyer shall constitute an accord and satisfaction or otherwise satisfy the entire outstanding balance of any invoice of Seller,
notwithstanding any notation or statement accompanying that payment. All prices are quoted in good faith; however, from time to time, manufacturers may change
prices without notice prior to shipment, Seller may quote an incorrect price, or applicable taxes may increase, in which case a price or tax increase may be added to
the purchase price.
Buyer hereby grants and Seller retains a purchase money security interest in the Goods, including the proceeds therefrom, for the purpose of securing Buyer’s
obligation to make payment in full, until payment is received in full in cash or collected funds, at which time the security interest shall cease. Seller may, at its option,
repossess the Goods upon Buyer’s default, and charge Buyer with any deficiency. Buyer hereby authorizes Seller to file appropriate financing statements for
perfecting this security interest. If the work is to be performed on property not owned by Buyer, upon Seller’s request, Buyer shall provide a Landlord’s Waiver in a
form acceptable to Seller.
Seller reserves the right to ship under reservation for payment against documents of title. Title and a first and prior security interest to the Goods shall remain with
the Seller until all payments are made and all conditions herein contained are and have been fully completed. The Goods shall at all times be deemed personal
property, even after attachment or connection to realty. Buyer shall keep the Goods in good working condition and physical appearance free of liens, and until the
purchase price is fully paid shall maintain such insurance as described below under Insurance.
2. Substitution. Any identification of Goods by brand name, manufacturer, catalog number, part number or other designation in Buyer’s purchase order, Seller’s
documents or elsewhere only establishes a general quality standard and does not require Seller to supply a particular item. Seller shall have the right to select other
Goods that in Seller’s opinion meet that general quality standard.
3. Delivery. All prices are net of any delivery charges, all of which Buyer shall pay. Delivery shall occur and title and all risk of loss shall pass to Buyer upon the earliest
to occur of the following: (a) Buyer takes possession of the Goods; (b) the Goods leave Seller's premises to be delivered to Buyer; or (c) the Goods are placed in the
possession of a common, contract or other carrier to be delivered to Buyer. Seller shall not be responsible for any damage to the Goods caused by a carrier, and
Buyer's sole recourse for that damage shall be against the carrier. All delivery schedules and dates given by Seller are estimates only.
4. Warranty. As to Goods that are new and unused, Buyer shall have the warranty offered by the manufacturer. As to Goods that are not new and unused, there is no
warranty, and Buyer shall take the Goods AS IS. Seller makes no warranties as to any Goods. As to services, Seller warrants to Buyer for a period of thirty (30) days
after the date of invoice that they were performed in accordance with good commercial practices; provided, however, that with respect to any tank cleaning services
68
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 4 of 5
provided by Seller, no warranty is made that the tanks will be free of impurities after such cleaning has been completed, and Seller shall have no liability or
responsibility for any such impurities. No agent, sales representative or employee of Seller shall have any authority to modify or expand this warranty in any way. This
warranty is limited to the original Buyer and may not be transferred. Seller will provide manufacturer’s product information and installation instructions for
informational purposes, but makes no representations regarding such information. This warranty shall be null and void if (a) the Goods or services are abused,
misused, damaged by accident, used contrary to the manufacturer’s instructions, or modified by anyone not authorized by the manufacturer, (b) the Goods or
services are not maintained in accordance with the manufacturer’s instructions or are given inadequate care, power, air or lubrication, (c) Buyer does not pay the
purchase price for the Goods or the services as and when due, (d) replacement parts other than those authorized by the manufacturer are installed in or on the
Goods, or (e) Buyer does not allow the manufacturer or Seller access to the Goods or the work for purposes of inspection, repair or replacement. Buyer shall give
Seller immediate written notice of any warranty claim, shall allow Seller access to the Goods and the work on Buyer’s premises to inspect, repair or replace the Goods
or the work, and shall return the Goods to Seller, freight and insurance prepaid, at Seller's request, for inspection, repair or replacement. Buyer shall not ship Goods
to Seller for warranty service without first obtaining Seller’s approval and instructions. Buyer’s sole and exclusive remedy for a breach of the manufacturer’s warranty
shall be as set forth in the manufacturer’s warranty. In the event of a breach of Seller’s service warranty, Seller, at its option, shall either re-perform the non-
confirming service or refund to Buyer that portion of the price paid by Buyer for the nonconforming service.
5. DISCLAIMERS; LIMITATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SELLER DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND AS TO
THE GOODS AND SERVICES, EXPRESS AND IMPLIED, INCLUDING ALL REPRESENTATIONS AND WARRANTIES AS TO THE DESIGN, QUALITY OR CONDIT ION OF THE
GOODS, MERCHANTABILITY, THE FITNESS OF THE GOODS OR SERVICES FOR ANY PARTICULAR PURPOSE, INFRINGEMENT, THE SUITABILITY OF THE GOODS OR
SERVICES FOR BUYER'S PURPOSES, OR THE IMPACT OF THE GOODS OR SERVICES ON BUYER'S OPERATIONS. Seller makes no warranties or guarantees regarding the
production or performance Buyer or any other person or entity may obtain from the Goods or services. Buyer must give Seller written notice of any claim that it has
regarding the condition, quantity or quality of the Goods or services or the nonconformity of the Goods or services within 30 days after the delivery of the Goods or
the performance of the services (or, with respect to any nonconformity of the Goods with the manufacturer’s warranty, within the period specified in the
manufacturer’s warranty). The notice must specify the basis of Buyer's claim in detail and identify the Goods or services at issue. Seller shall have a reasonable
opportunity to inspect the Goods or work at issue and a reasonable time to cure any nonconformity. Buyer's failure to comply with this paragraph shall constitute
Buyer's acceptance of the Goods and services and shall bind it to pay Seller the full purchase price of the Goods and services. SELLER SHALL NOT BE LIABLE UNDER
ANY CIRCUMSTANCES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST REVENUES AND PROFITS, EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. In no event shall Seller be liable for any amount arising out of or relating to the Terms, the Goods or the
services, whether in contract, tort, strict liability or otherwise, in excess of the purchase price of the Goods or services at issue. Any action or proceeding by Buyer
arising out of or relating to the Terms, the Goods or the services will be forever barred unless it is commenced within the earlier of: (a) one year after the claim or
cause of action has accrued; or (b) the period prescribed by applicable statute of limitation or repose. The Terms contain Buyer's sole and exclusive remedies relating
to the Terms, a breach of the Terms, and the Goods or the services, regardless of the theory of recovery. No delay in any of Seller’s work shall entitle Buyer to any
reduction of the purchase price. Seller will not accept, pay or reimburse any invoices or charges for any warranty work performed by others. Notwithstanding
anything to the contrary in the Terms, Seller shall not be responsible for any damages resulting from the negligence of Buyer or the failure of Buyer to monitor the
operation of all Goods on a daily basis in accordance with any applicable law affecting the operation and the equipment, and Buyer shall be fully responsible for all of
those damages.
Buyer agrees to hold Seller harmless from and defend and indemnify it against any of Seller’s or Buyer’s losses in connection with any property damage, personal
injury or death, whether same relates to any claim, penalty, or fine by government agency for pollution, environmental damage, clean up, or otherwise, or whether
any claim is made by any third party against Seller or Buyer or said damage, personal injury or death is claimed or sustained by Buyer or made against Buyer or Seller
in connection therewith, including but not limited to damages, costs, expenses, and attorney’s fees, except to the extent that said damage, personal injury or death is
proven to have been caused by Seller’s sole negligence. Where a penalty, fine or claim for pollution damage or cleanup is made against Seller in connection with
installation of materials or equipment, Buyer agrees to hold Seller harmless from and defend and indemnify it against same.
Seller, in furnishing services hereunder, is acting only as an independent contractor. Seller does not undertake by this agreement or otherwise to perform any
obligations of Buyer, whether regulatory or contractual, or to assume any responsibility for Buyer’s business or operations.
6. Cancellation and Returns. Buyer may cancel an order only upon advance written approval of Seller and the manufacturer of the Goods that are the subject of the
cancellation. The Buyer shall pre-pay the freight charges, the manufacturer’s restocking charges, and Seller’s handling fee equal to ten percent (10%) of the quoted
purchase price for the Goods or services that are the subject of the cancellation. In addition, any initial payment made for Goods or services relating to a car wash
shall be retained by Seller. No merchandise is returnable without Seller’s advance written consent. Merchandise must be returned within ten (10) days of Buyer’s
receipt of written authorization and must be accompanied by the invoice number and/or a copy of the sales receipt. At the option of Seller, return of material prior to
receiving Seller’s approval will result in material remaining the property of Buyer, and it will be stored at Buyer’s risk and expense. If Seller accepts the material in
return for credit, a handling charge based in part on acceptance of the material for return by the manufacturer will be charged, and no credit will be issued to Buyer
until credit from the manufacturer is received.
7. Software. Seller and its licensors, if any, shall retain title to all software integrated in or accompanying the Goods. Buyer shall only have the limited, nonexclusive
right to use the software in object code form only as specified by Seller or its licensors in order to operate the Goods. Buyer shall not, and shall not allow any person
or entity to, (a) remove, modify, copy, reverse engineer, decompile or disassemble the software, (b) merge the software with other programs, or (c) install any other
software on the Goods. Buyer may transfer this limited right to use the software to a third party only if it does so together with the Goods and only if the transferee
executes and delivers to Seller before the transfer a written agreement to be bound by these Terms.
8. Insurance. Buyer shall purchase and maintain general liability insurance, including coverage for bodily injury and property damage to the Goods. Buyer shall also
purchase and maintain until Buyer pays the Final Invoice builders’ all risk insurance, including extended coverage for fire, theft and vandalism. At Seller’s request,
Buyer shall provide a current certificate of insurance showing Buyer has in force the foregoing insurance and showing Seller as a loss payee to the extent of its
interests.
9. Default; Remedies. The occurrence of any of the following shall constitute an event of default by Buyer: (a) Buyer’s failure to pay any sum to Seller as and when
due; (b) Buyer’s default under any other provisions of these Terms that is not cured within 10 days after Seller gives Buyer written notice of default; Buyer is adjudged
bankrupt or a receiver or trustee is appointed for Buyer, or Buyer is insolvent or makes a general assignment for the benefit of creditors. Upon the occurrence of an
event of default, and in addition to any other rights and remedies that Seller may have, Seller shall have the right, at its option, to take one or more of the following
69
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 5 of 5
actions: (a) declare all or part of Buyer’s obligations to Seller immediately due and payable; (b) suspend its performance under or terminate pending purchase orders;
(c) foreclose its security interest in the Goods and/or repossess the Goods; (d) treat such event as a cancellation by Buyer, in which event Buyer shall be obligated to
perform the obligations set forth in Section 6 above, and (e) pursue its other rights and remedies under these Terms and applicable law. All amounts Buyer does not
pay as and when due shall accrue interest at the rate of 18% per annum until paid in full. If Buyer defaults under its obligations to Seller, Buyer shall pay Seller all
costs of collection, including reasonable attorneys’ fees and costs.
10. Force Majeure. Seller shall not be liable for delays or failure to perform directly or indirectly resulting from events and causes beyond Seller's reasonable control,
accidents, acts of God, acts and omissions of any governmental authority, declared or undeclared wars, terrorism, strikes or other labor disputes, fires and natural
calamities (including floods, earthquakes, storms and epidemics), changes in the law, and delays in obtaining or the inability to obtain labor, materials or services
through Seller's usual sources at normal prices. The occurrence of any such delay or failure shall extend Seller’s time for performance for at least the period of delay
and shall give Seller the right to allocate its production and deliveries among its customers in its sole discretion.
11. Safety; General. Buyer will follow all instructions and directions, and will use all safety devices, that Seller or the manufacturer provides for the use or operation of
the Goods. Any notice permitted or required under the Terms shall be deemed given if in writing and delivered personally, deposited in the United States mail,
certified mail, return receipt requested, or sent by facsimile to the respective addresses of Seller and Buyer. Buyer may not assign to any person or entity all or a
portion of its rights or obligations under the Terms or any order without Seller's prior written consent, and any attempted assignment without that consent shall be
void. Seller reserves the right to correct clerical and typographical errors in any document. The Terms and any controversy relating to them or the Goods or services
shall be governed by the laws of the State of North Carolina, excluding its conflicts of law principles. The United Nations Convention on the International Sale of
Goods is expressly excluded and shall not apply. Any action or proceeding relating to the Terms or their enforcement, or to the Goods or services, shall be
commenced and heard only in the state courts for Mecklenburg County, North Carolina and the United States District Court for the Western District of North Carolina.
Seller and Buyer hereby consent and submit to the jurisdiction and venue of those courts. The Terms shall be binding on, and shall inure to the benefit of, the parties
and their respective successors, heirs and permitted assigns. The Terms contain the entire agreement of the parties relating to the Goods and the services and
supersede all previous and contemporaneous agreements, understandings, usages of trade, and courses of dealing, whether written or oral. The Terms may be
modified only by a written agreement, signed by both parties, expressly modifying the Terms. No delay in exercising any right under the Terms shall constitute a
waiver of that right. If any provision of the Terms is held to be illegal, unenforceable or invalid for any reason, the remaining provisions shall not be affected or
impaired. The word “including” shall not be deemed to be limiting. In the event of any conflict between the terms and conditions set forth above and the terms and
conditions set forth in any quotation or installation agreement signed by both Buyer and Seller, the terms and conditions set forth in such quotation or installation
agreement shall control.
12. The parties hereby incorporate the requirements of 41 CFR. Section 60-1.4 (a)(7), 60-250.4 as amended (41 CFR 61-300) and 60-741.4, if applicable. In addition,
the parties hereby incorporate the requirements of 29 CFR Part 471, Appendix A to Subpart A if applicable.
70
E N E R G Y S O L U T I O N S
Clearwater - (727) 540-0931 Sunrise - (954) 742-1735 Orlando - (407) 339-2384
Fort Myers - (239) 731-6766 Jacksonville - (904) 388-7571 Tallahassee - (850) 765-6909
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 1 of 5
PROPOSAL:
BID DUE DATE (Monday JULY 11, 2022 3:00 PM (EDT)
Replace (1) Gas Boy Diesel Dispenser - Model #9153ACXFSS (1) Gas Boy Unleaded Dispenser Model
#9153AFSS and (1) Wayne Unleaded Dispenser – Model #G5203P/2GJ/AH. Furnish and install (3) New
Wayne Model # G6201P (2) Regular, (1) Diesel, Single Product, Dual Hose Reliance Fleet Mechanical
Dispensers with 10:1 pulsers. Replace (3) MegaTrak Fuel management system with (3) OPW Petro Vend
200 Fuel management system with the associated fuel management software supplied with 500 chipkeys.
Demolish two islands. (1) 16’x4’ (1) 4’x4’. Replace (2) islands, same dimensions with (2) fixed 36” tall
bollards at each end of the concrete island.
DESCRIPTION OF PROVIDED MATERIAL & SERVICE:
SPATCO Energy Solutions is pleased to submit this proposal based on our interpretation of your
requirements. The requirements are listed as follows:
1. Secure work area.
DATE: 06/27/2022 PROPOSAL ID: MC062722
TO: City of Lake Worth Beach, City Hall
Financial Services Office (Procurement)
7 North Dixie Highway, 2nd Floor
Lake Worth Beach, FL, 33460
LOCATION: City of Lake Worth Beach
1749 3rd Avenue South
Lake Worth Beach, FL, 33460
FROM: Mark Casabo
Mark.casabo@spatco.com
(321) 246-8248 Cell
SPATCO Energy Solutions LLC
5150 NW 109th Ave Suite 1
Sunrise,FL,33351
71
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 2 of 5
2. Shutdown and lock out electrical power to the (3) existing fuel dispensers.
3. Drain down fuel from existing hoses, disconnect electrical wiring in the dispenser junction
boxes and the product piping at the dispenser.
4. Remove (3) dispensers and (3) MegaTrak Fuel Management System associated with
dispenser.
5. Demolish two islands. (1) 16’x4’ (1) 4’x4’. Replace (2) islands, same dimensions with (2)
fixed 36” tall bollards at each end of the concrete island (8) bollards total.
6. Furnish and install (3) New Wayne Model # G6201P Single Product, Dual Hose Reliance
Fleet Mechanical Dispensers with 10:1 pulsers.
7. Retrofit electrical and product piping to reconnect to the new dispensers.
8. Furnish and install, new hoses, new nozzles, new swivels, new breakaways for (2)
unleaded and (1) diesel dispenser.
9. Once the fuel installation is complete, turn the electrical on, startup dispensers, purge
fuel in and through the hoses and purge all air out.
10. Check meters for proper calibration, startup and commission warranty. Caulk under
dispenser frames, provide decals and put back into service.
11. Furnish and install (3) OPW Petro Vend Fuel Management System and the following
associated:
12. (3) PV200 Fuel terminals (One at each dispenser).
13. (1) FSC 3000 to be in building.
14. System Features:
15. Chipkey readers.
16. 500 programmed chipkeys.
17. Mileage reasonability software for mileage tracking.
18. Pump Control Board for each PV200 to control two hoses.
19. 40” Power Coated pedestal for each PV200.
20. DX Fleet Software (Cloud based).
21. DX Fleet Edge Box for external communications to the cloud.
22. Site on boarding to configure site in DX Fleet.
23. Exportable file formats to interface with City Software.
24. Clean up entire affected work site and demobilize personnel and equipment.
72
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 3 of 5
PRICING: $270, 400.00
NOTES:
a) Any unforeseen conditions will be charged out on a time and material basis.
b) All work is to be done above the shear valves and is based on reusing existing sumps, piping and
electrical. Any needed changes will be done on a time and material basis.
c) Any costs related to permitting will be handled on a time and material basis.
d) Wayne Ovation2 Dispensers comes with a 2 Year Parts and Labor warranty.
e) Wayne inOvationTV media comes with a 6 Year Parts and Labor warranty.
f) Pricing is valid for 30 days.
TERMS:
Payment Terms: 25% due upon acceptance of this contract balance is due upon completion. Wayne equipment is due upon acknowledgement of
shipment from the manufacturer; if this cannot be met then add 15%. All Payments should be made to the principal office of SPATCO Energy
Solutions, LLC. Only past due or unpaid balance shall accrue interest at the rate of 1½% per month. Purchaser further agrees to pay SPATCO
Energy Solutions, LLC reasonable attorney’s fees and court cost if this account is placed in the hands of an attorney for collections.
Acceptance: This proposal, when accepted by the purchaser, and final approval of seller’s Official Officer, will constitute a bona fide contract
between us, subject to all terms and conditions on the reverse side. It is expressly agreed that there are no promises, agreements, or
understandings, oral or written, not specified in this proposal. The Equipment in this proposal remains the property of SPATCO Energy Solutions
until the contract is paid in full. SPATCO Energy Solutions retains the right to remove the equipment for non-payment at our discretion.
THANK YOU, AUTHORIZATION, APPROVAL,
___________________ ______ ____________________ ______ ___________________ ______
Mark Casabo
Commercial Manager
SPATCO Energy Solutions
Date Customer Name
Date Andy Adams
Vice President
SPATCO Energy Solutions
Date
SPATCO ENERGY SOLUTIONS TERMS AND CONDITIONS OF SALE
1. Terms; Price; Payment. Buyer's purchase of goods, equipment or parts (collectively, "Goods") or services from SPATCO Energy Solutions, LLC (“Seller”) shall be
governed solely by these Terms and Conditions of Sale, the terms in Seller’s invoice, and the terms of any quotation or installation agreement signed by both Buyer
and Seller (collectively, "Terms"). No term of any purchase order or other document issued by Buyer, other than Buyer's acceptance of the Terms, shall become a part
of the agreement between the parties or bind Seller. Seller's sale of the Goods or services is expressly conditioned on Buyer's acceptance of these Terms, and Seller
73
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 4 of 5
objects to all different and additional terms in Buyer's purchase order and other documents. The purchase price of the Goods and services is specified in Seller's
invoice. The purchase price does not include any sales, use, revenue, excise or other taxes or governmental charges. If Seller is required to collect those taxes or
charges, Seller will add them to the purchase price and invoice Buyer (in the original invoice or separately), and Buyer will pay them. Unless Seller’s invoice provides
otherwise, the purchase price of Goods does not include installation, training, setup or other similar services. If Seller agrees to provide those services, the services
and the additional charges Buyer shall pay shall be specified in Seller’s invoice. Unless Seller's invoice specifies a different payment schedule, the total purchase price
of the Goods shall be due and payable on delivery of the Goods, and the total purchase price of the services shall be due and payable when the services are
performed. No partial payment by Buyer shall constitute an accord and satisfaction or otherwise satisfy the entire outstanding balance of any invoice of Seller,
notwithstanding any notation or statement accompanying that payment. All prices are quoted in good faith; however, from time to time, manufacturers may change
prices without notice prior to shipment, Seller may quote an incorrect price, or applicable taxes may increase, in which case a price or tax increase may be added to
the purchase price.
Buyer hereby grants and Seller retains a purchase money security interest in the Goods, including the proceeds therefrom, for the purpose of securing Buyer’s
obligation to make payment in full, until payment is received in full in cash or collected funds, at which time the security interest shall cease. Seller may, at its option,
repossess the Goods upon Buyer’s default, and charge Buyer with any deficiency. Buyer hereby authorizes Seller to file appropriate financing statements for
perfecting this security interest. If the work is to be performed on property not owned by Buyer, upon Seller’s request, Buyer shall provide a Landlord’s Waiver in a
form acceptable to Seller.
Seller reserves the right to ship under reservation for payment against documents of title. Title and a first and prior security interest to the Goods shall remain with
the Seller until all payments are made and all conditions herein contained are and have been fully completed. The Goods shall at all times be deemed personal
property, even after attachment or connection to realty. Buyer shall keep the Goods in good working condition and physical appearance free of liens, and until the
purchase price is fully paid shall maintain such insurance as described below under Insurance.
2. Substitution. Any identification of Goods by brand name, manufacturer, catalog number, part number or other designation in Buyer’s purchase order, Seller’s
documents or elsewhere only establishes a general quality standard and does not require Seller to supply a particular item. Seller shall have the right to select other
Goods that in Seller’s opinion meet that general quality standard.
3. Delivery. All prices are net of any delivery charges, all of which Buyer shall pay. Delivery shall occur and title and all risk of loss shall pass to Buyer upon the earliest
to occur of the following: (a) Buyer takes possession of the Goods; (b) the Goods leave Seller's premises to be delivered to Buyer; or (c) the Goods are placed in the
possession of a common, contract or other carrier to be delivered to Buyer. Seller shall not be responsible for any damage to the Goods caused by a carrier, and
Buyer's sole recourse for that damage shall be against the carrier. All delivery schedules and dates given by Seller are estimates only.
4. Warranty. As to Goods that are new and unused, Buyer shall have the warranty offered by the manufacturer. As to Goods that are not new and unused, there is no
warranty, and Buyer shall take the Goods AS IS. Seller makes no warranties as to any Goods. As to services, Seller warrants to Buyer for a period of thirty (30) days
after the date of invoice that they were performed in accordance with good commercial practices; provided, however, that with respect to any tank cleaning services
provided by Seller, no warranty is made that the tanks will be free of impurities after such cleaning has been completed, and Seller shall have no liability or
responsibility for any such impurities. No agent, sales representative or employee of Seller shall have any authority to modify or expand this warranty in any way. This
warranty is limited to the original Buyer and may not be transferred. Seller will provide manufacturer’s product information and installation instructions for
informational purposes, but makes no representations regarding such information. This warranty shall be null and void if (a) the Goods or services are abused,
misused, damaged by accident, used contrary to the manufacturer’s instructions, or modified by anyone not authorized by the manufacturer, (b) the Goods or
services are not maintained in accordance with the manufacturer’s instructions or are given inadequate care, power, air or lubrication, (c) Buyer does not pay the
purchase price for the Goods or the services as and when due, (d) replacement parts other than those authorized by the manufacturer are installed in or on the
Goods, or (e) Buyer does not allow the manufacturer or Seller access to the Goods or the work for purposes of inspection, repair or replacement. Buyer shall give
Seller immediate written notice of any warranty claim, shall allow Seller access to the Goods and the work on Buyer’s premises to inspect, repair or replace the Goods
or the work, and shall return the Goods to Seller, freight and insurance prepaid, at Seller's request, for inspection, repair or replacement. Buyer shall not ship Goods
to Seller for warranty service without first obtaining Seller’s approval and instructions. Buyer’s sole and exclusive remedy for a breach of the manufacturer’s warranty
shall be as set forth in the manufacturer’s warranty. In the event of a breach of Seller’s service warranty, Seller, at its option, shall either re-perform the non-
confirming service or refund to Buyer that portion of the price paid by Buyer for the nonconforming service.
5. DISCLAIMERS; LIMITATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SELLER DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND AS TO
THE GOODS AND SERVICES, EXPRESS AND IMPLIED, INCLUDING ALL REPRESENTATIONS AND WARRANTIES AS TO THE DESIGN, QUALITY OR CONDITION OF THE
GOODS, MERCHANTABILITY, THE FITNESS OF THE GOODS OR SERVICES FOR ANY PARTICULAR PURPOSE, INFRINGEMENT, THE SUITABILITY OF THE GOODS OR
SERVICES FOR BUYER'S PURPOSES, OR THE IMPACT OF THE GOODS OR SERVICES ON BUYER'S OPERATIONS. Seller makes no warranties or guarante es regarding the
production or performance Buyer or any other person or entity may obtain from the Goods or services. Buyer must give Seller written notice of any claim that it has
regarding the condition, quantity or quality of the Goods or services or the nonconformity of the Goods or services within 30 days after the delivery of the Goods or
the performance of the services (or, with respect to any nonconformity of the Goods with the manufacturer’s warranty, within the period specified in the
manufacturer’s warranty). The notice must specify the basis of Buyer's claim in detail and identify the Goods or services at issue. Seller shall have a reasonable
opportunity to inspect the Goods or work at issue and a reasonable time to cure any nonconformity. Buyer's failure to comply with this paragraph shall constitute
Buyer's acceptance of the Goods and services and shall bind it to pay Seller the full purchase price of the Goods and services. SELLER SHALL NOT BE LIABLE UNDER
ANY CIRCUMSTANCES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST REVENUES AND PROFITS, EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. In no event shall Seller be liable for any amount arising out of or relating to the Terms, the Goods or the
services, whether in contract, tort, strict liability or otherwise, in excess of the purchase price of the Goods or services at issue. Any action or proceeding by Buyer
arising out of or relating to the Terms, the Goods or the services will be forever barred unless it is commenced within the earlier of: (a) one year after the claim or
cause of action has accrued; or (b) the period prescribed by applicable statute of limitation or repose. The Terms contain Buyer's sole and exclusive remedies relating
to the Terms, a breach of the Terms, and the Goods or the services, regardless of the theory of recovery. No delay in any of Seller’s work shall entitle Buyer to any
reduction of the purchase price. Seller will not accept, pay or reimburse any invoices or charges for any warranty work performed by others. Notwithstanding
anything to the contrary in the Terms, Seller shall not be responsible for any damages resulting from the negligence of Buyer or the failure of Buyer to monitor the
operation of all Goods on a daily basis in accordance with any applicable law affecting the operation and the equipment, and Buyer shall be fully responsible for all of
those damages.
74
FLORIDA LOCATIONS
- 4568 131st Ave N, Clearwater FL, 33762 - 5150 NW 109th Ave (Suite 1), Sunrise FL, 33351 -
- 325 Dane Lane, Longwood, FL 32750 - 17464 East St, North Fort Myers, FL 33917 -
- 2586 Lane Ave N, Jacksonville, FL 32254 - 950 Yulee St., Tallahassee, FL 32304 -
Page 5 of 5
Buyer agrees to hold Seller harmless from and defend and indemnify it against any of Seller’s or Buyer’s losses in connection with any property damage, personal
injury or death, whether same relates to any claim, penalty, or fine by government agency for pollution, environmental damage, clean up, or otherwise, or whether
any claim is made by any third party against Seller or Buyer or said damage, personal injury or death is claimed or sustained by Buyer or made against Buyer or Seller
in connection therewith, including but not limited to damages, costs, expenses, and attorney’s fees, except to the extent that said damage, personal injury or death is
proven to have been caused by Seller’s sole negligence. Where a penalty, fine or claim for pollution damage or cleanup is made against Seller in connection with
installation of materials or equipment, Buyer agrees to hold Seller harmless from and defend and indemnify it against same.
Seller, in furnishing services hereunder, is acting only as an independent contractor. Seller does not undertake by this agreement or otherwise to perform any
obligations of Buyer, whether regulatory or contractual, or to assume any responsibility for Buyer’s business or operations.
6. Cancellation and Returns. Buyer may cancel an order only upon advance written approval of Seller and the manufacturer of the Goods that are the subject of the
cancellation. The Buyer shall pre-pay the freight charges, the manufacturer’s restocking charges, and Seller’s handling fee equal to ten percent (10%) of the quoted
purchase price for the Goods or services that are the subject of the cancellation. In addition, any initial payment made for Goods or services relating to a car wash
shall be retained by Seller. No merchandise is returnable without Seller’s advance written consent. Merchandise must be returned within ten (10) days of Buyer’s
receipt of written authorization and must be accompanied by the invoice number and/or a copy of the sales receipt. At the option of Seller, return of material prior to
receiving Seller’s approval will result in material remaining the property of Buyer, and it will be stored at Buyer’s risk and expense. If Seller accepts the material in
return for credit, a handling charge based in part on acceptance of the material for return by the manufacturer will be charged, and no credit will be issued to Buyer
until credit from the manufacturer is received.
7. Software. Seller and its licensors, if any, shall retain title to all software integrated in or accompanying the Goods. Buyer shall only have the limited, nonexclusive
right to use the software in object code form only as specified by Seller or its licensors in order to operate the Goods. Buyer shall not, and shall not allow any person
or entity to, (a) remove, modify, copy, reverse engineer, decompile or disassemble the software, (b) merge the software with other programs, or (c) install any other
software on the Goods. Buyer may transfer this limited right to use the software to a third party only if it does so together with the Goods and only if the transferee
executes and delivers to Seller before the transfer a written agreement to be bound by these Terms.
8. Insurance. Buyer shall purchase and maintain general liability insurance, including coverage for bodily injury and property damage to the Goods. Buyer shall also
purchase and maintain until Buyer pays the Final Invoice builders’ all risk insurance, including extended coverage for fire, theft and vandalism. At Seller’s request,
Buyer shall provide a current certificate of insurance showing Buyer has in force the foregoing insurance and showing Seller as a loss payee to the extent of its
interests.
9. Default; Remedies. The occurrence of any of the following shall constitute an event of default by Buyer: (a) Buyer’s failure to pay any sum to Seller as and when
due; (b) Buyer’s default under any other provisions of these Terms that is not cured within 10 days after Seller gives Buyer written notice of default; Buyer is adjudged
bankrupt or a receiver or trustee is appointed for Buyer, or Buyer is insolvent or makes a general assignment for the benefit of creditors. Upon the occurrence of an
event of default, and in addition to any other rights and remedies that Seller may have, Seller shall have the right, at its option, to take one or more of the following
actions: (a) declare all or part of Buyer’s obligations to Seller immediately due and payable; (b) suspend its performance under or terminate pending purchase orders;
(c) foreclose its security interest in the Goods and/or repossess the Goods; (d) treat such event as a cancellation by Buyer, in which event Buyer shall be obligated to
perform the obligations set forth in Section 6 above, and (e) pursue its other rights and remedies under these Terms and applicable law. All amounts Buyer does not
pay as and when due shall accrue interest at the rate of 18% per annum until paid in full. If Buyer defaults under its obligations to Seller, Buyer shall pay Seller all
costs of collection, including reasonable attorneys’ fees and costs.
10. Force Majeure. Seller shall not be liable for delays or failure to perform directly or indirectly resulting from events and causes beyond Seller's reasonable control,
accidents, acts of God, acts and omissions of any governmental authority, declared or undeclared wars, terrorism, strikes or other labor disputes, fires and natural
calamities (including floods, earthquakes, storms and epidemics), changes in the law, and delays in obtaining or the inability to obtain labor, materials or services
through Seller's usual sources at normal prices. The occurrence of any such delay or failure shall extend Seller’s time for performance for at least the period of delay
and shall give Seller the right to allocate its production and deliveries among its customers in its sole discretion.
11. Safety; General. Buyer will follow all instructions and directions, and will use all safety devices, that Seller or the manufacturer provides for the use or operation of
the Goods. Any notice permitted or required under the Terms shall be deemed given if in writing and delivered personally, deposited in the United States mail,
certified mail, return receipt requested, or sent by facsimile to the respective addresses of Seller and Buyer. Buyer may not assign to any person or entity all or a
portion of its rights or obligations under the Terms or any order without Seller's prior written consent, and any attempted assignment without that consent shall be
void. Seller reserves the right to correct clerical and typographical errors in any document. The Terms and any controversy relating to them or the Goods or services
shall be governed by the laws of the State of North Carolina, excluding its conflicts of law principles. The United Nations Convention on the International Sale of
Goods is expressly excluded and shall not apply. Any action or proceeding relating to the Terms or their enforcement, or to the Goods or services, shall be
commenced and heard only in the state courts for Mecklenburg County, North Carolina and the United States District Court for the Western District of North Carolina.
Seller and Buyer hereby consent and submit to the jurisdiction and venue of those courts. The Terms shall be binding on, and shall inure to the benefit of, the parties
and their respective successors, heirs and permitted assigns. The Terms contain the entire agreement of the parties relating to the Goods and the services and
supersede all previous and contemporaneous agreements, understandings, usages of trade, and courses of dealing, whether written or oral. The Terms may be
modified only by a written agreement, signed by both parties, expressly modifying the Terms. No delay in exercising any right under the Terms shall constitute a
waiver of that right. If any provision of the Terms is held to be illegal, unenforceable or invalid for any reason, the remaining provisions shall not be affected or
impaired. The word “including” shall not be deemed to be limiting. In the event of any conflict between the terms and conditions set forth above and the terms and
conditions set forth in any quotation or installation agreement signed by both Buyer and Seller, the terms and conditions set forth in such quotation or installation
agreement shall control.
12. The parties hereby incorporate the requirements of 41 CFR. Section 60-1.4 (a)(7), 60-250.4 as amended (41 CFR 61-300) and 60-741.4, if applicable. In addition,
the parties hereby incorporate the requirements of 29 CFR Part 471, Appendix A to Subpart A if applicable.
75
ITEM
#DESCRIPTION Total
1 Total Bid Amount:138,700.00$
2 Additive Alternate:131,700.00$
13. Additional Documents
12. Small Business and/or Local Business preference documents
{if requested by bidder}
11. Scrutinized Companies Certification Form (B11)
10. Campaign Contribution Statement (B10) {must be submitted}
8. Affidavit Of Prime Bidder Re Non-collusion … (B8)
9. Drug Free Workplace Certification (B9)
1. Bid Package Cover Sheet (B1)
Spatco Energy Solutions
LLC
CITY OF LAKE WORTH BEACH
IFB# 22-109 Fleet Fuel System and Dispenser Replacement
BID TABULATION SHEET
TOTAL BID
2. Minimum Qualifications (B2)
7. List of References (B7)
5. schedule of Subcontractors (B5)
6. Contractor Verification Form (B6)
4. Substitution Sheet (B4)
3. Bid & Bid Bond (B3)
NA
YES
YES
YES
$270,400.00
YES
YES
NA
YES
YES
YES
YES
YES
YES
76
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C-2497
9/06/22 RM
NB-C
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2.3 LIQUIDATED DAMAGES. The City and Contractor recognize that time is of the
essence of this Contract and that the City will suffer financial loss if the work described in the
Contract Documents is not completed within the times specified in paragraph 2.1 above. 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 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 shaU pay the City five
hundred dollars ($500 .00) for each day that expires after the time specified in paragraph 2.1.
2.4 In the City's sole discretion, a requested extension of time may be denied for delays resulting
from nonnal weather conditions prevailing in the area as defined by the average of the last five (5)
years of weather recorded or otherwise established by the City.
ARTICLE 3. CONTRACT PRICE.
3.1 City shall pay Contractor for completion of the Work in accordance with the Contract
Documents a lump sum, not to exceed am ount of Three Hundred Twenty-Four Thousand, Four
Hundred Eighty Dollars ($324,480), which shall be payable in accordance with Article 4 of this
Contract. The Contract Price includes Fifty-Four Thousand Eighty Dollars ($54,080.00) as a
contingency for unforeseen changes and additional changes requested by the City ("Contingency").
The Contractor must submit a written request to the City prior to commencing any Work to be covered
by the Contingency. The City's Contract Administrator is authorized to approve in writing the use of
the Contingency by the Contractor.
ARTICLE 4. PAYMENT PROCEDURES.
4. I Generally. The Contractor shall submit invoices on a monthly basis detailing all Work
accomplished in the prior month , which is installed and to be us e d in the Project. Contractor's
invoices shall be submitted to:
City of Lake Wmih Beach
Attn: Financial Services Departm ent
7 N. Dixie Highway
Lake Wo1ih Beach, FL 33460
The City's Contract Administrator will review each invoice submitted by the Contractor. If approved
by the City's Contract Administrator and the Financial Services Department, the City will make
payment in accordance with the Contract D ocuments. 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.
4.2 Payment to the Contractor shall be made pursuant to the Florida's Prompt Payment Act (for
construction services), section 218.735, Florida Statutes, except as prov ided herein. Specifically, the
City will w ithhold ten percent (10%) of each payment to the Contractor as retainage until final work
completion.
4.3 Final Payment. Upon final completion and acceptance of the Work in accordance with the
Contract D oc uments (including completion of all punch-list items) and final inspection by the
appropriate agenci es with jurisdiction over the Project, the Contractor shall submit a "final invoice"
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to the City. In order for both pruties to close their books and records, the Contractor will clearly state
"FINAL" on the Contractor's final invoice. This certifies that all Work and the Project have been
properly completed, all charges have been invoiced to the City and all material suppliers have been
paid in full. If paid, this account will thereupon be closed, any ru1d other further charges ifnot 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 Contract Price including any
amount held as retainage.
4.4 Notwiths tanding the foregoing, the City shall not be required to pay or release any amount
of retainage that is subject of a good faith dispute, the subject of a claim brought pursuant to section
255.05, Florida Statutes, or otherwise the subject of a claim or demru1d by the City.
4.5 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 intere~ts or encumbrances a.ii sing out of the Contract Documents or
otherwise related to the Project.
4.6 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 5. INDEMNITY AND INSURANCE.
5.1 The paities recognize that the Contractor is ai1 independent contractor. The Contractor agrees
to assume liability for ai1d indemnify, hold harmless, and defend the City, its commissioners, mayor,
officers, employees, agents, ru1d 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, subcontractors, employees, or
anyone else utilized by the Contractor in the perfonnance 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 Contracto r 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 ru1y insurance required to be obtained or maintained under
this Contract.
Subject to the limitations set fo1th in this Section, Contractor shall assume control of the defense of
any claim asserted by a third pruty against the City and, in cormection 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
pmticipate 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 ru1y third pruty 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 aiiything 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
detennination 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
injw1ction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute
or defend vigorously the third pa1ty claim. Each party shall cooperate, ru1d cause its agents to
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cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be
furnished such records and infom1ation, and attend such conferences , discovery proceedings,
hearings, trials, or appeals, as may be reasonably requested in co1rnectio11 therewith.
It is the specific intent of the parties hereto that the foregoing indenmification complies with Section
725.06, Florida Statutes , as amended. Contractor expressly agrees that it will not claim, and waives
any claim , that this indenmification violates Section 725.06, Florida Statues. Nothing contained in
the foregoing indemnification shall be construed as a waiver of any immunity or limitation of liabiHty
the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.
5.2 Prior to commencing any services , Contractor shall provide proof of insurance coverage as
required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance
carriers approved and authorized to do business in the State of Florida, and who must have a rating of no
less than "excellent" by A.M. Best or as mutually agreed upon by the City and Contractor. All such
insurance policies may not be modified or tenninated without the express written au thorization of the City .
Type of Coverage
Commercial general liability
(Products/completed operations
Contractual, insurance broad fom1 property,
Independent Consultant, personal injury)
Automobile ( owned, non-owned, & hired)
Worker's Compensation
Amount of Coverage
$1, 000,000 per occurrence
$2,000,000 annual aggre gate
$ 1,000,000 single limits
$ statutory limits
The commercial general liability and automobile liability policies will name the City as an additional
insured on a primary, non-contributing basis , and proof of all in urance coverage shall be furnished to
the City by way of an endorsement to same or certificate of insurance prior to the provision of services.
The ce1tific ates shall clearly indicate that Consultant has obtained insurance of the type, amount, and
classification as required for strict compliance with this section. Failure to comply with the foregoing
requirements shall not relieve Consultant of its liability and obligations under this Agreement.
ARTICLE 6. TERMINATION.
6.1 TERMINATION BY CITY: The City (through its City Manager or designee) may terminate
the Contra.ct Documents if the Contractor:
1. refuses or fails to supply enough properly skilled workers or proper mate1ials;
2. fails to prosecute the Work in a timely manner;
3. fails to make payment to subcontractors for materials or labor in ac cordance with the
respective agreements between the Contractor and the subcontractors;
4 . disregards or takes action contrary to any laws, ordinances, or rules , regulations
orders of a public authority having jurisdiction;
5. takes action, short of declaring bankruptcy, evidencing insolvency;
6. fails or refuses to provide and/or maintain insurance or proof of insurance or the
public construction bond as required by the Contract Documents ; or,
7 . otherwise is in breach of a provision of the Contract Documents. ·
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When any of the above reasons exist, the City, may without prejudice to any other rights or remedies
of the City and after giving the Contractor written notice and five (5) days to cw-e, terminate the
Contract and Contract Documents and may:
1. take po session of the site and of all materials, equipment, tools, and construction
equipment and machinery thereon owned by or paid for by the City; and ,
2. finish the Work by whatever reasonable method the City may deem expedient.
The Contractor shall be liable for any damage to the City, including additional attorney and
engineering/architectural 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.
Should it be detern1ined 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.
6.2 TERMINATION BY THE CITY FOR CONVENIENCE: The City may, at any time,
tenninate the Contract Documents for the City's convenience and without cause. Up on receipt of
written notice from the City of such termination for the City's convenience, the Contractor shall:
1. cease operations as directed by the City in the notice;
2. take actions necessary, or that the City may direct, for the protection and
preservation of the Work; and
3. except for Work directed to be performed prior to the effective date of
tennination stated in the notice, terminate all existing subcontracts and
purchase orders and enter into no further subcontracts and purchase orders .
In case of such tem1ination for the City's convenience, the Contractor shall be entitled to receive
payment for Work executed and reasonable costs incurred by reason of such temunation including
termination payments to subcontractors and demobilization c osts.
ARTICLE 7. CONTRACT DOCUMENTS.
7 .1 Contract Documents. The Contract Documents are incorporated herein by reference as if
originally set forth in this Contract, and comprise the entire agreement b etween the City and
Contractor. The Contract D ocuments consist of the tem1s and conditions set forth in this Contract,
the IFB including all Project plans/drawings and issued addenda; the bid submitted by the Contractor;
and any duly executed and City is sued Change Orders, Work Directive Changes, Field Orders and
amendments relating thereto. If, during the performance of the Work, the Contractor finds an
ambiguity, error or di screpancy in the Contract Docwnents, the Contractor shall so notify the City,
in writing, within five (5) business days and before proceeding shall obtain a written interpretation
or clarificat ion. Failure to obtain a written interpretation or clarification will be deemed a waiver of
the ambiguity, eITor or discrep ancy by the Contractor. The City will not be responsible for any oral
instrnctions, clarificatio ns, or other communications except those provided in writing in response to
Contractor's request for clarification of an an1biguity, discrepancy or error.
In resolving conflicts in any of the Contract Documents, the order of precedence shall be as follows:
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First Priority:
Second Priority:
Third Priolity:
Fourth Priority:
Change Orders, Work Directive Changes, Field Orders and Amendments
approved and executed by the parties
Tenns and conditions of this Contract
The IFB, addenda is sued with the IFB, and Project plans
Contractor's Bid
7.2 Contract Administrator. Whenever the tenn "Contract Administrator" is used herein, it is
intended to mean the City Manager or designee, for the City of Lake Worth Beach, Florida. In the
administration of this Contract, all parties may rely upon instructions or detenninations made by the
Contract Administrator except that all determinations that result in an increase in Contract Time
and/or an increase in t he Contract Price, shall require a fomrnl Change Order executed by the City
Manager or the City Commission (depending on the authority set forth in the City's Procurement
Code).
ARTICLE 8. CONTRACTOR'S REPRESENTATIONS AND SCOPE OF WORK.
8.1 In order to induce City to enter into this Contract, Contractor makes the following
representations:
1. Contractor has examined and carefully studied the Contract D ocuments and any data and
reference items identified in the Contract Documents.
2. Contractor has visited the Project site ("Site"), conducted a thorough, alert visual
examination of the Site and adja cent areas, and become familiar with and is satisfied as to
the general, local and Site conditions that may affect cost, progress and perfonnance of the
Work. ·
3 . Contractor is familiar with and is satisfied as to all Laws and Regulations that may affect
cost, progress and perfonnance of the Work.
4. Contractor has sh1died carefully all: (1) reports of explorations and te ts of subsurface
conditions at or adjacent to the Site and drawings of physical conditions relating to existing
surface or subsurface structures at the Site that have been identified in the Contract
Documents, espec ially with respect to any technical data in such repotts and drawings, and
(2) reports and drawings related to Hazardous Enviromnental Conditions, if any, at or
adjacent to the Site that have been identified in the Contract Documents, especially with
respect to technical data in such repmis and drawings. Contractor accepts the detennination
set forth in the Contract Documents of the exient of the technical data contained in such
reports and drawings upon which Contractor is entitled to rely, if any.
5. Contractor has obtained and carefully studied (or assumes responsibility for obtaining and
carefully studying) all such examinations, investigations, explorations, tests , reports and
stu dies , if any, (in addition to or to supplement those referred to in paragraph 7.4 above)
which pertain to the subsurface or physical conditions at or adjacent to the Site or othe1wise
may affect the cost, progres , perfo1111ru1ce or furnishing of the Work as Contractor considers
necessary for the perfom1ru1ce or furnishing of the Work at the Contract Price, within the
Contract Time and in accordance with the other tem1s and conditions of the Contract
Documents ; and no additional examinations, investigations, explorations, tests, repmis,
studies or similar infonnation or data are or will be required by Contractor for such purposes.
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6. Contractor has reviewed and checked all infonnation and data shown or indicated on the
Contract Documents, if any, with respect to existing Underground Facilities at or adjacent to
the Site and assw11es responsibility for the accurate location of said Underground Facilities.
No additional examinations, investigations, explorations , tests, reports, studies or similar
infonnation or data in respect of said Undergrow1d Facilities are or will be required by
Contractor in order to perform and fumish the Work at the Contract Price, within the Contract
Time and in accordance with the other tem1s and conditions of the Contract Documents.
7 . Contractor has considered the infonnation known to Contractor itself; infonnation
commonly known to contractors doing business in the locality of the Site; infonnation and
observations obtained from visits to the Site; the Contract Docwnents; and the site-related
repo1is and drawings identified in the Contract Documents, with respect to the effect of such
infonnation, observations, and documents on (1) the cost, progress and perfomiance of the
work; (2) the means, methods , techniques, sequences, and procedures of constmction to be
employed by Contractor; and (3) Contractor's safety precautions and programs.
8. Contractor has correlated the results of all such observations, examinations, investigations,
exp lorations, tests, reports and studies with the tenns and conditions of the Contract
Documents and based on the information and observations referred to above, the Contractor
agrees that no further examinations, investigations, explorations, te ts, studies , or data are
necessary for the perfonnance of the work at the Contract Price, within the Contract Times,
and in accordance with the other tenns and conditions of the Contract Documents.
9 . Contractor has given the Contract Administrator written notice of all conflicts, errors or
discrepancies that Contractor has discovered in the Contract Documents and the written
resolution thereof by the Contract Administrator is acceptable to Contractor.
10. Contractor acknowledges that the Contract Documents are generally sufficient to indicate
and convey an adequate w1derstanding of all tenns and conditions for performance and
furnishing of the Work.
11 . Contractor's entry into this Contract constitutes an incontrovertible representation by
Contractor that without exception all prices in the Contract are premised upon performing
and furnishing the Work required by the Contract Documents.
12. Contractor is aware of the general nature of work to be perfom1ed by City and others at
the Site that relates to the Work as indicated in the Contract Documents .
13. Contractor agrees to be solely responsible for compliance with all applicable
environmental and safety laws and regulations, for any liability arising from non-compliance
with the laws and regulations and to reimburse the City for any lo s s incurred in connection
therewith. This compliance provision specifically includes the Contractor's compliance with
all applicable standards, orders or regulations 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).
8.2 The Project and Work includes all materials and services and other things necessary for the
Contractor to complete the Project as described the Contract Documents.
8.3 The Contractor represents to the City that the Work provided under the Contract Documents
shall be in accordance with accepted and established trade practices and procedures recognized in the
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Contractor's trade in general and that the materials shall conform to the highest standards and in
accordance with the Contract Documents.
8.4 The Contractor represents that it is licensed to do bus iness in the State of Florida and holds
and will maintain all applicable licenses required for the work to be completed under the Contract
D ocuments. The Contractor further warrants its capability and experience to perfonn the work
provided for herein in a professional and competent manner.
8.5 The Work shall be perfonned by the Contractor or w1der its supervision and all personnel
engaged in perfonning the work shall be fully qualified and, if required, authorized or pemlitted under
the state and local law to perfonn such Work. All of the Contractor 's personnel (and all
subcontractors), shall comply with all applicable laws and regulations govenling safety and security.
8.6 Should the City require additional materials or services not included in the Contract
Documents, fees and payment for such work will be set forth in a separate written amendment or
change order prior to any such additional materials or services being provided by the Contractor. The
Contractor has no authority to approve any changes to the Contract Do cuments without prior written
authorization from the City's Contract Administrator.
8 .7 The City's Fiscal Year ends on September 30 th of each calendar year. The City cannot
authorize the pmchase of goods or services beyond September 30 th of each calendar year, prior to the
a111mal budget being approved by the City Commission or funds otherwise being available to pay the
Contractor. Additionally, the City must have budgeted appropriate funds for the goods and services
in any subsequent Fiscal Year. If the budget is approved for said goo ds and services, the City will
issue a new purchase order for the remaining approved goods and/or services but the terms of such
purc hase order shall not apply; the Contract D ocuments shall control.
ARTICLE 9. MISCELLANEOUS.
9 .1 Assignment. Unless expressly agreed to elsewhere in the Contract Documents, no assignment by
a party hereto of any rights under or interests in the Contract Documents will be binding on another
party hereto without the written consent of the party sought to be boLmd; and specifically but without
limitation moneys that may become due and moneys that are due may not be assigned without such
consent (except to the extent that the effect of this restriction may be limited by law), and unless
specifically stated to the contrary in any written consent to an assignment, no assignment will release
or discharge the assignor from any duty or responsibility w1der the Contract Documents.
9.2 Su ccessors and a igns . City and Contractor each binds itself, its partners, successors, assigns
and legal representat ives to the other party hereto, its partners, successors, assigns and legal
representatives in respect of all covenants, agreements and obligations contained in the Contract
D oc uments.
9 .3 Severability. Any provision or part of the Contract Documents held to be void or unenforceable
under any Law or Regulation shall be stricken, and all remaining provisions shall continue to be val id
and binding up on City and Contractor, who agree that the Contract Documents shall be refon11ed to
replaced such stricken provision or part thereof with a valid and enforceable provisions that comes
as close as possi ble to expressing the intention of the stricken provision.
9.4 Public entity crimes. 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 on a contract to provide any
goods or services to a public entity, may not submit a bid on a contract with a public entity for the
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constrnction or repair of a public building or public work, may not be awarded or perform Work as a
contractor, supplier, subcontractor, or consultant 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 of36 months from the date of being placed
on the convicted vendor list.
9.5 Insp ector General. In accordance with Palm Beach County ordinance number 2011-009, the
Contract Documents may be subject to investigation and/or audit by the Palm Beach County Inspector
General. Contractor should review such ordinance in order to be aware of its rights and/or obligations
under such ordinance and as applicable.
9 .6 Waiver . Failure of either patty to enforce or exercise any right(s) under the Contract Documents
shall not be deemed a waiver of either party's right to enforce said right(s) at any time thereafter.
9 .7 Waiver a/jury trial. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY
LITIGATION, EACH PARTY HEREBY WANES ITS RIGHTS TO A TRIAL BY JURY IN ANY
LITIGATION RELATED TO THE CONTRACT DOCUMENTS.
9.8 Indep endent Contractor. The Contractor is, and shall be, in the perfon11ance of all Work under
the Contract Docmnents, an Independent Contractor, and not an employee, agent, or servant of the
City . All persons engaged in any of the Work perfom1ed pursuant to the Contract Documents shall
at all times and in all places be subject to the Contractor's sole direction, supervision and control.
9.9 Acee and audits. The Contractor shall maintain adequate records to justify all charges, expenses,
and costs incurred in estimating and perfonning the Work for at least five (5) years after final payment
is made. The City shall have access to such books , records, and documents as required for the purpose
of inspection or audit during normal business hours at the Contractor's place of business. Under no
circumstances will Contractor be required to disclose any confidential or proprietary information
regarding its products and service co ts .
9.10 Preparation. The Contract Doctm1ents shall not be construed more strongly against either party
regardless of who was more responsible for its preparation.
9.11 Public Records Law. As applicable, the Contractor shall comply with Florida's Public Records
Laws, and specifically agrees to :
I. Keep and maintain public records required by the City to perform the service.
2. Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not e xceed the cost provided in Chapter 119,
Florida Statutes or as otherwise provided by law.
3. 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 the contract term and following completion of the contract if the
Contractor does not transfer the rec ords to the City.
4. Upon completion of the contract, tran fer, at no cost, to the City all public records in
po session of the Contractor or keep and maintain public records required by the
City to perfonn the service. If the Contractor transfers all p ublic 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
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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, in a format that is compatible
with the infom1ation technology systems of the City.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO TIDS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS OR DESIGNEE AT: ATTENTION CITY CLERK,
(561) 586-1660 OR CITYCLERK@LAKEWORTHBEACHFL.GOV OR
7 NORTH DIXIE IDGHWAY, LAKE WORTH BEACH, FL 33460.
9.12 Enforce ment co ts. If any legal action or other proceeding is brought for the enforcement of the
Contract Dornments, or becau e of an alleged dispute, breach, default or misrepresentation in
connection with any provisions of the Contract Documents, the pruties agree that each pruty shall be
responsible for its own attorney's fees.
9.13 Binding authority. Contractor's representative below has full power, authority and legal right to
execute and deliver these Contract Documents and perform all of its obligations under the Contract
Docun1ents . By signing the Contract Documents, the representative hereby represents to the City that
he/she has the authmity ru1d full legal power to execute the Contract Docwnents and ru1y and all
documents necessruy to effectuate and implement the tenns of the Contract Documents on behalf of
the pruty for whom he or she is signing and to bind ru1d obligate such pruty with respect to all
provisions contained in the Contract Documents.
9 .14 Assignment of warranties . Contractor shall assign to City all warranties extended to Contractor
by material suppliers. If ru1 assigrnnent of warranty requires the material supplier to consent to same,
then Contractor shall secure the material supplier's consent to assign said warranties to City.
9 .15 Contractor's certifications. Contractor certifies that it has not engaged in conupt, fraudulent,
collusive, or coercive practices in competing for or in executing the Contract Documents. For the
purposes of this paragraph:
1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value
likely to influence the action of a public official in the bidding proce s or in the Contract
execution;
2. "fraudulent practice" means an intentional misrepre·sentation of facts made (a) to influence
the bidding process or the execution of the Contract Documents to the detriment of City, (b)
toe tablish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive City
of the benefits of free and open competition;
3. "collusive practice" means a scheme or arrangement between two or more Bidders, with
or without the knowledge of City, a purpose of which is to establish Bid p1ices at artificial,
non-competitive levels; ru1d
4. "coercive practice" means harming or threatening to harm, directly or indirectly, persons
or their property to influence their participation in the bidding process or affect the execution
of the Contract Docwnents.
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9.16 Construction defects. 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.
9.17 Delays; Contractor's remedies . NOTHWITHSTANDING ANY PROVISION ELSEWHERE
IN THE CONTRACT DOCUMENTS, NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER
THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST CITY
BY REASON OF ANY DELAYS. Contractor shall not be entitled to an increase in the Contract
Price or payment or compensation of any kind from City for direct, indirect, consequential , impact
or other co ts, expenses or damages, including, but not limited to , costs of acceleration or
inefficiency, arising because of delay, disruption, interference, or hindrance, be it reasonable or
unreasonable, foreseeable or avoidable or unavoidable. Contractor shall be entitled only to extensions
of the Contract Time as the sole and exclusive remedy for such resulting delays, in accordance with
and the extent specifically provided herein.
9.18 Termin ation for failure to provide Public Construction B ond. If a Public Construction Bond is
required under the Con truction Documents and the Contractor fails to provide the fully executed
Public Construction Bond, including a certified copy of the Public Construction Bond as recorded in
the Official Records for Palm Beach County, within fifteen (15) calendar days after the Contractor's
and City's execution of this Contract, the City may immediately tenninate this Contract upon written
notice to the Contractor and the City shall have no further obligation to the Contractor under the
Contract Documents. 1n the event of such tem1ination, the Contractor shall also fmfeit its bid security
to the City.
9.19 Scrutiniz ed Companies .
I. Contractor certifies that it and its subcontractors are not on the Scrutinized Companies that
Boycott Israel List and are not engage d in the boycott oflsrael. 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 oflsrael during the term of this Contract.
2. If this Contract is for one million dollars or more, the Contractor certifies that it and its
subcontractors are also not on the Sc rutinized 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 Sec tion 287.135, Florida Statutes. Pursuant to Section
287 .135, the City may immediately tenninate 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 tenn of this Contract.
3. The Contractor agrees to observe the above requirements for applicable subcontracts
entered into for the performance of work under this Contrac t.
4. The Contractor agrees that the certifications in this section shall be effective and relied
upon by the City for the tenn of this Contract, including any and all renewals.
5. The Contractor agrees that if it or any of its subcontractors' status changes in regards to
any certificati on herein, the Contractor shall immediately notify the City of the same.
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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.
9.20 Counterparts: 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. Further, this Contract may be executed by
electronic signature as authorized by the City.
9 .21 Entire Contract and Amendment: 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.
9.22 Governing Law; Consent to Jurisdiction: This Contract (together with the other Contract
Docmnents) shall be governed by and construed and interpreted in acco rdance with the laws of the
State of Florida. Each of the parties hereto in-evocably submit itself to the exclusive jurisdiction of
the Fifteenth Judicial Circuit Court in and for Palm Beach Cow1ty, 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; waives and agrees not to assert against any patty 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-nat11ed courts for any reason whatsoever; and, to the extent permitted by
applicable law, at1y 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
Contract or the subject matter hereof may not be enforced in or by such courts .
9.23 Third Party B eneficiary rights: This Contract shall create no rights or claims whatsoever in at1y
person other that1 a patty herein .
9.24 Severability: If at1y 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.
9.25 Effective date: The effective date of this Contract is the date the Contract is approved by the
City Commission or City Manager as appropriate.
9.26 Compliance: Each of the parties agrees to perfonn its obligations under the Contract Documents
in conformance with all laws, regulations and administrative instructions that relate to the parties'
perfonnat1ce of the work and under the Contract Docwnents.
9.27 Work for Hire: All docwnents, including but not limited to drawings, specifications, plans,
reports, _other items at1d 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 at1d to Contractor
and/or Contractor's Subcontractors' copyright(s) for such Documents. Contractor shall execute and
deliver to City such instrwnents of transfer and take such other action that City may reasonable
request, including, without limitation, executing and filing, at City's expense, copyright applications,
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assignments and other documents required for the protection of City's right to such Documents. The
Contractor shall retain copies of the Documents for a period of three (3) years from the date of
completion of the Project. 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, pruiial 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.
9 .28 Continuing Obligations: Any provision of this Contract which is of a continuing nature or
imposes ru1 obligation which extends beyond the term of this Contract shall survive its expiration or
earlier termination.
9.29 Notice: 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 or by hand-delivery as
follows to the City:
City of Lake Worth Beach
Attn: City Manager
7 N. Dixie Highway
Lake Worth Beach, FL 33460
ru1d to the Contractor as follows:
Spatco Energy Solutions LLC
461 NW 6 th Ave
Florida City, FL 33034
Either party may amend this provision by written notice to the other party. Notice shall be deemed
provided up on receipt of certified mail (signed receipt) or overnight courier (signed receipt) or hand-
delivery (signed receipt).
9.30 Warranty/Gu aranty : All Work, materials, labor, and equipment to be furnished and/or installed
by the Contractor under the Contract Docwnents shall be guaranteed by the Contractor or
manufacturer, if any, for a period of one year from the date of final approval of the Project against
defective materials, design and workmru1Ship. Upon receipt of notice from the City of failure of any
part covered under such warranty/guaranty period, the affected Work, labor, materials, or equipment
shall be repaired and/or replaced promptly by the Contractor or the manufacturer at no expense to the
City. In the event the Contractor fails to make the nece sary repairs or replacements within thirty (30)
days after notification by the City, the City may accomplish the repairs ru1d/or replacements at the
expense of the Contractor.
9 .31 Protection of Work and Property: The Contractor shall continuously maintain adequate
protection of all Work from damage, and shall protect such Work and the City's property from injury
or loss arising during the term of the Contract. Except for any such damage, injury, or lo ss which
may be directly caused by the City or its employees, the Contractor shall adequately protect adjacent
prope1iy, as provided by the law, and shall provide guru·d fences, lights, and ru1y other neces"ary
materials to carry out such protection .
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Until final acceptance of the Project by the City, the Contractor shall take every neces ary precaution
against injury or damage to the Work by the action of the elements or from any other cause
whatsoever, and the Contractor shall repair, restore and make good, without additional charge any
work occasioned by any of the above causes before its completion and acceptance by the City.
9.32 Subcontractors: The total work to be accomplished by subcontractors is listed in the
Contractor's bid (if any) and may not be changed unless approved in writing by the Contract
Administrator. The balance of Work must be accomplished by the Contractor's own forces. The
Contractor shall be re ponsible for the acts or omissions of its subcontractors . The subcontractors
shall have insurance consistent with the in urance required of the Contractor as set forth in the
Contract Documents unless otherwise agreed in writing by the Contract Administrator.
10. E-Verify: Pursuant to Section 448.095(2), Florida Statutes, beginning on January 1, 2021, the
Contractor shall:
1. Register with and use the E-Verify system to verify the work authoriz.ation status of all
newly hired employees and require all subcontractors (providing services or receiving
funding under this Agreement) to register with and use the E-Verify system to verify the
work authorization status of all the subcontractors' newly hired employees;
2. Secure an affidavit from all subcontractors (providing services or receiving funding
under this Agreement) stating that the subcontractor does not employ, contract with, or
subcontract with an "unauthorized alien" as defined in Section 448.095(1)(k), Florida
Statutes;
3. Maintain copies of all subcontractor affidavits for the dmation of this Agreement and
provide the same to the City upon request;
4. Comply fully, and ensure all of its subcontractors comply fully, with Section 448.095,
Florida Statutes;
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,
6. Be aware that if the City terminates this Contract under Section 448.095(2)(c), Florida
Statutes, the Contractor may not be awarded a contract for at least one (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 PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the City and Contractor have caused this Construction Contract
for the Fleet Fuel System and Dispenser Replacement to be executed the day and year shown below.
CITY OF LAKE WORTH BEACH, FLORIDA
ATTEST:
~ 0..-fVv
By:----------==-
Melissa Alm Coyne, City Clerk
By:_~------
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
Betty Resch, Mayor
APPROVED FOR FINANCIAL
SUFFICIENCY
By: {_wisf~ btJ)_,~ ----~------
bvwt, Atitlu-By: _________ _
Glen J. Torcivia, City Attorney
CONTRACTOR:
[Corporate Seal]
STATEOF -r10(1e,l(J___, )
COUNTYOF~Q=,n~P~(lQ.=S~-----')
Brnce T . Miller, Financial Services Director
SPATCOE ·ER S ;
,/
/
By:/ /' / .··
Pri Wam p !=-J......11,,.~+---'-='"'-""'""'"--'---~'---
THE FOREGOING instrument was acknowledged before me by means of • ph ysical
~esence or • online notarization on this :!:) day of Au.c10ST 2022, by
-8tdxeu) MaM ' as the Ve [title'.i of SPATCO ENERGY
SOLUTIONS LLC, a Florida 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 (\nd the CONTRACTOR to the same.
llJWili~
Notary Seal:
,.....,.._. ...... .-. ...... ---,:
0 Notary Public Signature
•'11f,t ·••,,,, AMANDA TOBECK M_w~\ Notary Public · State of Florida "'~. :~i Commission# HH 073201 'r.f..~ ... f:t.'f.-/ My Comm . Expires Jan 21 , 2025
Bonded through Nat ional Notary Assn ,
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Exhibit "A"
BID
IFB # 22-109 FLEET FUEL SYSTEM AND DISPENSERS. REPLACEMENT
Bid of:
Total B.id Amount:
Additive Alternate:
Spatco Energy Solutions, LLC
$1.38,700 .00
$131,700.00
(\,\/rite Dollar Figure Her e)
Grand Total Inclusive
of Additive Alternate: $270,400.00
Time of Work:
Materi al Su pply Time= 90 da.ys
Perm itting = 120 days
Construction = 10 da ys
Page 16 of 16
Page 1 of 32
CONTRACT FOR CONSTRUCTION
FURNISH AND INSTALL FUEL DISENSERS AND FUEL MANAGEMENT SYSTEMS
AT THE CITY HALL AND PUBLIC WORKS FUEL ISLAND
THIS CONTRACT FOR CONSTRUCTION (this “Contract”) is made this 6 day of June,
2023 (the “Effective Date”) by and between the CITY OF SOUTH MIAMI, FLORIDA, a Florida
municipal corporation, (the “City”), and SPATCO ENERGY SOLUTIONS, LLC, a
CONTRACTOR (the “Contractor”).
WHEREAS, the City OF Lake Worth Beach issued Invitation For to Bid No. 22-109 (the
“IFB”) for construction of FUEL STSTEM AND DISPENSER REPLACEMENT at The City
of Lake Worth Beach Garage Facility (the “Project”), which IFB is incorporated herein by
reference and made a part hereof as Exhibit “A”; and
WHEREAS, in response to the City of Lake Worth Beach IFB, the Contractor submitted
a bid for the Project (“Bid”), which Bid is incorporated herein by reference and made a part hereof as
Exhibit “B”; and
WHEREAS, Contractor submitted the lowest, responsive and responsible bid in response to
the IFB and was selected and awarded a Contract and made a part hereof as Exhibit “C” for
performance of the Work (as hereinafter defined); and
WHEREAS, the Parties wish to incorporate the terms and conditions of he City of Lake
Worth Beach Contract attached hereto as Exhibit “B” in his agreement, except as otherwise modified
as amended herein; and
WHEREAS, Contractor has represented to the City that it possesses the necessary
qualifications, experience and abilities to perform the Work or the Project, and has agreed to provide
the Work on the terms and conditions set forth in this Contract.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the Contractor and the City agree as follows:
1. SCOPE OF WORK
1.1. Scope of Work. Contractor hereby agrees to furnish all of the labor, materials, equipment,
services and incidentals necessary to perform all of the work described in the Contract
Documents (the “Work” or the “Project”) including, without limitation as described in the
approved plans, drawings and/or specifications prepared by N/A (the “Project Consultant”)
attached hereto as Exhibit “A” (the “Plans”) and any other documents incorporated herein by
reference and made a part of this Contract for the following Project:
FURNISH AND INSTALL FUEL DISENSERS AND FUEL MANAGEMENT SYSTEMS
AT THE CITY HALL AND PUBLIC WORKS FUEL ISLAND
1.2. Pre-Construction Conference. Within fourteen (14) calendar days after this Contract is
executed by both parties, and before any Work has commenced, a pre-construction
93
Page 2 of 32
conference will be held between the City, the Contractor, and the Project Consultant. The
Contractor must submit its project schedule and schedule of values, if applicable, prior to
this conference.
1.3. Project Schedule. Contractor must submit a proposed Project Schedule as follows:
1.3.1. Schedule must identify the schedule for each location comprising the Project. The
proposed Project schedule must be submitted within ten (10) calendar days from the date this
Contract is executed by both parties for the review and approval of the Project Consultant or
City as applicable. This initial schedule shall establish the baseline schedule for the Project.
1.3.2. All updates of schedules must be tracked against the baseline schedule and must be at
a minimum submitted with each pay application. An updated schedule tracked against the
baseline must also be submitted upon execution of each Change Order that impacts the
Contract Time. Failure to submit such schedules will result in the rejection of any submitted
payment application.
1.3.3. All Project Schedules must be prepared in Microsoft Project or approved equal by the
City. At the time of submission of schedules, Contractor must submit a hard copy as well as
an electronic version. Electronic versions must not be submitted in a .pdf format.
1.4. Records.
1.4.1. As-Built Drawings. During the Work, Contractor must maintain records of all
deviations from the Drawings as approved by the Project Consultant and prepare two copies
of As-Built Record Drawings showing correctly and accurately all changes and deviations
made during construction to reflect the Work as it was actually constructed. It is the
responsibility of the Contractor to check the As-Built Drawings for errors and omissions prior
to submittal to the City and to certify in writing that the As-Built Record Drawings are correct
and accurate, including the actual location of all infrastructure, internal piping, and
electrical/signal conduits in or below the concrete floor (indicating the size, depth, and voltage
in each conduit). To record actual construction, Contractor must legibly mark on-site
structures and site Work as follows:
1.4.1.1. Depths of various elements of foundation in relation to finish first floor datum.
1.4.1.2. All underground piping and ductwork with elevations and dimensions and
locations of valves, pull boxes, etc. Changes in location. Horizontal and vertical locations
of underground utilities and appurtenances referenced to permanent surface
improvements. Actual installed pipe material, class, etc.
1.4.1.3. Location of internal utilities and appurtenances concealed in the construction,
referenced to visible and accessible features of the structure. Air conditioning ducts with
locations of dampers, access doors, fans and other items needing periodic maintenance.
1.4.1.4. Field changes in dimensions and details.
1.4.1.5. Changes made by Project Consultant’s written instructions or by Change Order.
1.4.1.6. Details not on original Contract Drawings.
1.4.1.7. Equipment, conduit, electrical panel locations.
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1.4.1.8. Project Consultant’s schedule changes according to Contractor’s records and shop
drawings.
1.4.1.9. Specifications and Addenda: Legibly mark each section to record:
1.4.1.9.1. Manufacturer, trade name, catalog number and Supplier of each product and
item of equipment actually installed.
1.4.1.9.2. Changes made by Project Consultant’s written instructions or by Change
Order.
1.4.1.10. Approved Shop Drawings: Provide record copies for each process, equipment,
piping, electrical system and instrumentation system.
1.4.1.10.1. As-built documents must be updated monthly as a condition precedent to
payment. A final survey signed and sealed by a surveyor must be provided to the City
at no additional cost, including digital l (CAD and PDF) versions.
1.4.1.10.2. For construction of new building, or building additions, field
improvements, and or roadway improvements, as-built drawings must be signed and
sealed by a Florida Licensed Registered Land Surveyor.
1.4.2. Record Set. Contractor must maintain in a safe place one record copy and one permit
set of the Contract Documents, including, but not limited to, all Drawings, Specifications,
amendments, COs, RFIs, and field directives, as well as all written interpretations and
clarifications issued by the Project Consultant, in good order and annotated to show all
changes made during construction. The record documents must be continuously updated by
Contractor throughout the prosecution of the Work to accurately reflect all field changes that
are made to adapt the Work to field conditions, changes resulting from COs and/or field
directives as well as all written interpretations and clarifications, and all concealed and buried
installations of piping, conduit and utility services. Contractor must certify the accuracy of the
updated record documents. The record documents must be clean, and all changes, corrections
and dimensions must be given in a neat and legible manner in red. Upon Final Completion
and as a condition precedent to Contractor’s entitlement to final payment, the Record Set must
be delivered to the Project Consultant by the Contractor. The Record Set of Drawing must be
submitted in both hard copy and as electronic plot files.
1.4.3. Construction Photographs. Prior to commencement of the Work the Contractor must
take digital photographs and color audio-video recording to document existing conditions and
submit copies in an acceptable format to the City. Contractor must submit with each
application for payment photographs that accurately reflect the progress of all aspects of the
Work. The number of photographs to be taken will be based on the magnitude of the Work
being performed. Contractor must submit one copy of each photograph in print and digitally.
The photographs must be printed on 8” X 10” high resolution glossy commercial grade and
weight color photographic print paper or in a format acceptable to the City. Each photograph
must be imprinted on its face with the title of the Project, the date, and time the picture was
taken. Digital photographs must be taken using .jpeg format and will be submitted through a
file-sharing site (such as Dropbox) or on a CD-ROM or flash drive clearly identifying the
name of the Project, the name of the Contractor, and the timeframe in which the pictures were
taken. Initial set up prints will be submitted in a three-ring binder with each picture protected
by a clear plastic sleeve. Subsequent prints are to be submitted in clear plastic sleeves that can
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be added to the binder. The three-ring binder must be of such size to be able to hold all print
pictures.
1.5. Staging Site.
1.5.1. The Contractor is solely responsible for making all arrangements for any staging site(s)
that may be necessary for the performance of the Work and the Contractor is responsible for
all site security, including any fencing of the site, and any loss, damage or theft to its
equipment and materials. Any fencing of the Staging Site is subject to the prior written
approval of the City.
1.5.2. The City at its sole discretion may make a staging site available for use by the
Contractor. If such site is made available by the City, the City assumes no responsibility or
liability for the equipment or materials stored on the site, and the Contractor will be solely
responsible for any loss, damage or theft to its equipment and materials. The Contractor must
restore the site to its pre-existing condition prior to the Contractor’s use of the site.
1.5.3. The Contractor may be required to provide or may choose to use an office trailer for the
duration of the Project. The Contractor must have the prior written approval of the City as to
the use of any office trailer and the placement location for the office trailer. The Contractor
must obtain all required permits from the appropriate regulatory agencies.
1.5.4. No parking is permitted at a City provided staging site without the prior written
approval of the City.
1.6. Purchase and Delivery, Storage and Installation. All materials must be F.O.B. delivered and
included in the cost of the Work. The Contractor is solely responsible for the purchase, delivery,
off-loading and installation of all equipment and material(s). Contractor must make all arrangement
for delivery. Contractor is liable for replacing any damaged equipment or material(s) and filing any
and all claims with suppliers. All transportation must comply with all federal, state (including
FDOT), Miami-Dade County, and local laws, rules and regulations. No materials will be stored on-
site without the prior written approval of the City.
1.7. Approval of Subcontractors. For any scope of work that the Contractor will utilize a
subcontractor, the Contractor may only retain or utilize the services of the particular subcontractor
with the prior written approval of the City Manager, which approval may be granted or withheld in
the City Manager’s sole and absolute discretion. The Contractor shall provide at least fourteen (14)
days notice to the City Manager and the Project Consultant of its intent to retain or utilize a
subcontractor.
1.8. Project Signage. Contractor must furnish and install two (2) Project signs at the Project Site in
accordance with the requirements provided by the Project Consultant or the City as applicable.
2. CONTRACT TIME
2.1. Contractor shall be instructed to commence the Work by written instructions in the form of a
Notice to Proceed providing a commencement date and issued by the City Manager or designee.
The Notice to Proceed will not be issued until Contractor's submission to City of all required
documents and after execution of this Contract.
2.2. Time is of the essence throughout this Contract. The Contractor shall prosecute the Work with
faithfulness and diligence and the Work shall be substantially completed within thirty 30
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calendar days from the date specified in the Notice to Proceed (“Contract Time”). Substantial
Completion shall be defined for this purpose as the date on which City receives beneficial use of
the Project. The Work shall be fully completed in accordance with the Contract Documents
within thirty 30 calendar days from the date specified in the Notice to Proceed (“Final
Completion Time”). The Final Completion date is defined as the date determined by the City
when all Work, including punch list items, has been completed in accordance with the Contract
Documents and Contractor has delivered to City all documentation required herein.
2.3. Upon failure of Contractor to substantially complete the Work as defined in this Agreement
within the Contract Time, Contractor shall pay to City the sum of $500.00 for each calendar day
after the expiration of the Contract Time that the Contractor fails to achieve Substantial
Completion up until the date that the Contractor achieves Substantial Completion. Upon failure of
Contractor to fully complete the Work and achieve Final Completion within the Final Completion
Time, Contractor shall pay to City the sum of $500.00 for each calendar day after expiration of
the Final Completion Time that the Contractor fails to achieve Final Completion up until the
date that the Contractor achieves Final Completion. These amounts are not penalties but are
liquidated damages payable by Contractor to City for the failure to provide full beneficial occupancy
and use of the Project as required. Liquidated damages are hereby fixed and agreed upon between
the parties who hereby acknowledge the difficulty of determining the amount of damages that will
be sustained by City as a consequence of Contractor’s delay and failure of Contractor to complete
the Work on time. The above-stated liquidated damages shall apply separately to each phase of the
Project for which a time for completion is given.
2.4. City is authorized to deduct the liquidated damages from monies due to Contractor for the
Work under this Contract. In case the liquidated damage amount due to City by Contractor exceeds
monies due Contractor from City, Contractor shall be liable and shall immediately upon demand by
City pay to City the amount of said excess.
3. CONTRACT PRICE AND PAYMENT PROCEDURES
3.1. Guaranteed Maximum Price. The City shall pay the Contractor an amount not to exceed
$98,900.00 for the performance of the Work and made a part hereof as Exhibit “D” in accordance
with the line items and unit prices included in Exhibit “B” (the “Contract Price”). The Contract
Price shall be full compensation for all services, labor, materials, equipment, and costs, including
overhead and profit, associated with completion of all the Work in full conformity with the Contract
Documents and adjusted only by written change orders signed by both parties and approved as
required by local law. The Contract Price shall include all applicable sales taxes as required by law.
3.2. Schedule of Values. The Contractor must submit two copies of schedule of values within
ten (10) calendar days from the date this Contract is executed by both parties. The schedule of
values shall indicate a complete breakdown of labor and material of all categories of Work on
the Project. Contractor’s overhead and profit must be listed as separate line items. Each line item
must be identified with the number and title of the major specification section or major
components of the items. The Project Consultant or City as applicable may require further
breakdown after review of the Contractor’s submittal. The City reserves the right to require such
information from the Contractor as may be necessary to determine the accuracy of the schedule
of values. The combined total value for mobilization under the Schedule of Values shall not
exceed 5% of the value of the Contract. The accepted Schedule of Values must be incorporated
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into the Contractor’s payment application form. The Contractor guarantees that each individual
line item contained in the schedule of values submitted as part of a competitive solicitation shall not
be increased without written approval by the City Manager.
3.3. Payment Application Procedures. City shall make progress payments, deducting the
amount from the Contract Price above on the basis of Contractor’s Applications for Payment on
or before twenty (20) days after receipt of the Pay Application. Rejection of a Pay Application
by the City shall be within twenty (20) days after receipt of the Pay Application. Any rejection
shall specify the applicable deficiency and necessary corrective action. Any undisputed portion
shall be paid as specified above. All such payments will be made in accordance with the Schedule
of Values established in the Contract Documents or, in the event there is no Schedule of Values,
as otherwise provided in the Contract Documents. In the event the Contract Documents do not
provide a Schedule of Values or other payment schedule, Applications for Payment shall be
submitted monthly by Contractor on or before the 10th of each month for the prior month to the
Project Consultant. Progress payments shall be made in an amount equal to the percentage of
Work completed as determined by the City or City’s Project Consultant, but, in each case, less
the aggregate of payments previously made and less such amounts as City shall determine or
City may withhold taking into account the aggregate of payments made and the percentage of
Project completion in accordance with the Contract Documents and Schedule of Values, if any.
The Contractor agrees that five percent (5%) of the amount due for each progress payment or
Pay Application (the “Retainage”) shall be retained by City until final completion and acceptance
of the Work by City. In the event there is a dispute between Contractor and City concerning a
Pay Application, dispute resolution procedures shall be conducted by City commencing within
45 days of receipt of the disputed Payment Application. The City shall reach a conclusion within
15 days thereafter and promptly notify Contractor of the outcome, including payment, if
applicable.
3.4. Progress Payment Applications. Each progress payment application submitted to the City
must include:
3.4.1. A sworn and certified progress payment affidavit indicating that all laborers, material
suppliers, and subcontractors dealing with the Contractor were paid in full as it relates to
all Work performed up to the time of the request for payment;
3.4.2. Partial conditional releases or waivers of lien by the Contractor, material suppliers,
subcontractors, and any lienors serving a Notice to the City and evidence of proof of
payment of any indebtedness incurred with respect to the Work of the Contractor as may
be required by the City;
3.4.3. Evidence that all Work was fully performed as required by the Contract Documents
up to the time of the request for payment and that the Work was inspected and accepted by
the City and any other governmental authorities required to inspect the Work; and
3.4.4. An updated Project schedule, including a two-week look-ahead schedule, as
approved in writing by the City Manager.
3.4.5. All Buy-Out Savings, including supporting documentation relating to the calculation
of the Buy-Out Savings.
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3.5. Final Payment. Upon Final Completion of the Work by Contractor in accordance with the
Contract Documents and acceptance by the City, and upon receipt of consent by any surety, City
shall pay the remainder of the Contract Price (including Retainage) as recommended by the
City’s Project Consultant and Building Official. Final payment is contingent upon receipt by
City from Contractor of:
3.5.1. An affidavit that payrolls, bills for materials, equipment, and other indebtedness were
paid in full as it relates to all Work performed under this Contract;
3.5.2. A certificate evidencing that insurance required by the Contract Documents shall
remain in effect after final payment is made;
3.5.3. A written statement that the Contractor knows of no reason that the insurance will
not be renewable to cover the period required by the Contract Documents;
3.5.4. Documentation of any special warranties, including, but not limited to, any
manufactures’ warranties or specific subcontractor warranties;
3.5.5. Evidence that all Punch List items have been fully completed to the satisfaction of
the City;
3.5.6. All previously undelivered manufacturer and subcontractor guarantees, warranties, and
manuals and documents required by the Contract Documents;
3.5.7. Final releases of lien, waivers of claim, satisfactions of liens or claims, and such other
affidavits as may be reasonably required by the City to assure a lien-free and claim-free
completion of the Work;
3.5.8. Evidence that the Contractor has fully cleaned and restored the site, including removal
of all rubbish and debris;
3.5.9. At least one complete set of as-built plans, reflecting an accurate depiction of
Contractor’s Work;
3.5.10. .Such other documents necessary to show that the Contractor has complied with all
other requirements of the Contract Documents; and
3.5.11. Cost Savings, including supporting documentation used to calculate the Cost Savings.
3.6. Payment Withholding. The City may withhold any payment, including a final payment, for
application to such extent as may be necessary, as determined by the City’s Project Consultant, to
protect the City from loss for which the Contractor is responsible in the event that:
3.6.1. The Contractor performs defective Work and such Work has not been corrected,
provided that the amount withheld shall be limited to the amount sufficient to cover such
defective Work;
3.6.2. A third-party files a claim or lien in connection with the Work or this Contract;
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3.6.3. The Contractor fails to make payments properly to subcontractors or suppliers for labor,
materials, or equipment which has been paid by the City, provided that the amount withheld
shall be limited to the amount sufficient to cover such payments to subcontractors or suppliers
for labor, materials, or equipment;
3.6.4. The City has reasonable evidence that the Work cannot be completed for the unpaid
balance of the Contract Sum;
3.6.5. The Contractor, its employees, subcontractors, or agents have damaged the City;
3.6.6. The City has reasonable evidence that the Work will not be completed within the
Contract Time and that the unpaid balance would not be adequate to cover liquidated damages
for the anticipated delay;
3.6.7. The Contractor has failed to progress the Work satisfactorily and/or according to the
Contract Schedule;
3.6.8. The Contractor has failed to carry out the Work in accordance with the Contract
Documents;
3.6.9. The Contractor has failed to provide requisite releases of lien for each payment
application in accordance with the Contract Documents; and/or
3.6.10. Any other failure to perform a material obligation contained in the Contract
Documents.
3.7. No Waiver of City Rights. The payment of any Application for Payment by the City,
including the final request for payment, does not constitute approval or acceptance by the City
of any item of the Work reflected in such Application for Payment, nor shall it be construed as
a waiver of any of the City ’s rights hereunder or at law or in equity.
3.8. Payment to Sub-Contractors; Certification of Payment to Subcontractors. The term
“subcontractor,” as used herein, includes persons or firms furnishing labor, materials or equipment
incorporated into or to be incorporated into the Work or Project. The Contractor is required to pay
all subcontractors for satisfactory performance of their contracts as a condition precedent to
payment to Contractor by the City. The Contractor shall also return all retainage withheld to the
subcontractors within 30 days after the subcontractor’s work is satisfactorily complete and accepted
by the City.
3.9. Cost Savings and Value Engineering.
3.9.1. Cost Savings. In the event the Contractor rebids or renegotiates with any subcontractor
to reduce subcontractor costs for the performance of the Work, then the difference between
(i) the sum of the subcontractor costs used to establish the Contract Price, as set forth in the
Schedule of Values, and (ii) the sum of the revised subcontractor costs, including any early
payment or similar discounts (the “Cost Savings”), shall revert to the City. The Contract Price
shall be adjusted in accordance with any Cost Savings through a Change and the Schedule of
Values shall also be revised to reflect the new Contract Price.
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3.9.2. Value Engineering. Contractor shall participate in Value Engineering the Contract
Documents with the City and the Architect with the goal of finding acceptable means for
reducing the cost of the Work. Upon acceptance by the City of recommendation for Value
Engineering, the Contract Documents shall be modified to reflect such changes. All savings
in connection with Value Engineering of the Work shall revert to City.
4. CONTRACT DOCUMENTS
4.1. The Contract Documents, which comprise the entire agreement between the City and the
Contractor concerning the Work, consist of this Contract for Construction (including any change
orders and amendments thereto), the Plans and Specifications attached hereto as Exhibit “A” (the
“Plans and Technical Specifications”), the IFB and any Bidding Documents or procurement
documents for the Project, the Contractor’s Bid for the Project (including the Schedule of Bid Items-
Pricing) attached hereto as Exhibit “B”, the Bonds (defined herein), Insurance Certificates, the
Notice of Award, and the Notice to Proceed, all of which are deemed incorporated into and made a
part of this Contract by this reference and govern this Project.
4.2. This Contract incorporates and includes all prior negotiations, correspondence, conversations,
agreements, or understandings applicable to the matters contained herein and the parties agree that
there are no commitments, agreements, or understandings concerning the subject matter of these
Contract Documents that are not contained herein. Accordingly, it is agreed that no deviation from
the terms hereof shall be predicated upon any prior representations or agreements, whether oral or
written.
4.3. The Contract Documents shall remain the property of the City. The Contractor shall have the
right to keep one record set of the Contract Documents upon completion of the Project; however in
no circumstances shall the Contractor use, or permit to be used, any or all of such Contract
Documents on other projects without the City's prior written authorization.
4.4. Conflicts; Order of Priority. This document without exhibits is referred to as the “Base
Agreement.” In the event of a conflict between the terms of this Base Agreement and any exhibits
or attachments hereto, or any documents incorporated herein by reference, the conflict shall be
resolved in the following order of priorities and the more stringent criteria for performance of
the Work shall apply:
4.4.1. First Priority: Change Orders with later date taking precedence;
4.4.2. Second Priority: This Base Agreement;
4.4.3. Third Priority: Exhibit “A,” the Plans and Technical Specifications;
4.4.4. Fourth Priority: Exhibit “B,” the Bid; and
4.4.5. Fifth Priority: Contract Documents, excluding this Base Agreement and Exhibits
listed in this Section.
5. INDEMNIFICATION
5.1. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless the City, its officers, agents, consultants, and employees, from and against any and
all demands, claims, losses, expenses, suits, liabilities, causes of action, judgment or
damages, including but not limited to legal fees and costs and through appeal, arising out of,
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related to, resulting from, or in any way connected with Contractor’s negligence,
recklessness, or intentional misconduct in the Contractor’s performance or non-performance
of this Contract, Contractor’s obligations, or the Work related to the Contract, including but
not limited to by reason of any damage to property, or bodily injury or death incurred or
sustained by any person, or to injury to or destruction of tangible property or any other
property (other than the Work itself) including the loss of use resulting therefrom, caused in
whole or in part by any willful, wanton, or negligent, or grossly negligent acts or omissions
of Contractor, any subcontractor, any person or organization directly or indirectly employed
by any of them to perform or furnish any of the Work or anyone for whose acts any of them
may be liable, regardless of whether or not it is caused in part by a party indemnified
hereunder or arises by or is imposed by applicable law and regardless of the negligence of
any such party.. Additionally, the Contractor shall defend, indemnify, and hold the City
harmless from all losses, injuries or damages and wages or overtime compensation due its
employees in rendering services pursuant to this Contract, including payment of reasonable
attorneys’ fees and costs in the defense of any claim made under the Fair Labor Standards
Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act,
the Americans with Disabilities Act or any other employment related litigation or worker’s
compensation claims under federal, state, or local law.
5.2. The provisions of this section shall survive termination of this Contract.
6. INSURANCE AND BONDS
6.1. Insurance.
6.1.1. Contractor shall secure and maintain throughout the duration of this Contract
insurance of such types and in such amounts not less than those specified below as
satisfactory to the City, naming the City as an Additional Insured, underwritten by a firm
rated A-X or better by Bests Rating and qualified to do business in the State of Florida.
Certificates of Insurance shall be provided to the City, reflecting the City as an Additional
Insured, no later than ten (10) days after award of this Contract and prior to the execution
of this Contract by City and prior to commencing any Work. Each certificate shall include
no less than (30) thirty-day advance written notice to City prior to cancellation, termination,
or material alteration of said policies or insurance. The insurance coverage shall be primary
insurance with respect to the City, its officials, employees, agents and volunteers naming
the City as additional insured. Any insurance maintained by the City shall be in excess of
the Contractor’s insurance and shall not contribute to the Contractor’s insurance. The
insurance coverages shall include at a minimum the amounts set forth in this Section 6.1.
6.1.1.1. Commercial General Liability coverage with limits of liability of not less than
a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property
Damage. This Liability Insurance shall also include Completed Operations and Product
Liability coverages and eliminate the exclusion with respect to property under the care,
custody and control of Contractor. The General Aggregate Liability limit (except for
Products/Completed Operations) shall be in the amount of $2,000,000.
6.1.1.2. Workers Compensation and Employer’s Liability insurance, to apply for all
employees for statutory limits as required by applicable State and Federal laws. The
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policy(ies) must include Employer’s Liability with minimum limits of $1,000,000.00
each accident. No employee, subcontractor or agent of the Contractor shall be allowed
to provide Services pursuant to this Agreement who is not covered by Worker’s
Compensation insurance. In order for this requirement to be waived, Contractor must
provide proof of exemption from such laws. Information regarding eligibility for an
exemption from the State of Florida Workers’ Compensation Law is available at:
https://www.myfloridacfo.com/Division/wc/PublicationsFormsManualsReports/Broc
hures/Key-Coverage-and-Eligibility.pdf.
Exemptions may be applied for online through the Florida Department of Financial
Services, Division of Workers’ Compensation at:
https://www.myfloridacfo.com/Division/wc/Employer/Exemptions/default.htm.
6.1.1.3. Business Automobile Liability with minimum limits of $1,000,000 per
Occurrence, combined single limit for Bodily Injury and Property Damage. Coverage
must be afforded on a form no more restrictive than the latest edition of the Business
Automobile Liability policy, without restrictive endorsements, as filed by the Insurance
Services Office, and must include Owned, Hired, and Non-Owned Vehicles.
6.1.1.4. Builder’s Risk property insurance upon the entire Work to the full replacement
cost value thereof. This insurance shall include the interest of City and Contractor and
shall provide All-Risk coverage against loss by physical damage including, but not
limited to, Fire, Extended Coverage, Theft, Vandalism and Malicious Mischief. If
Builder’s Risk insurance is not required for this Project, the City shall select this
box: ☒.
6.1.1.5. Contractor acknowledges that it shall bear the full risk of loss for any portion
of the Work damaged, destroyed, lost or stolen until Final Completion has been
achieved for the Project, and all such Work shall be fully restored by the Contractor, at
its sole cost and expense, in accordance with the Contract Documents.
6.1.2. Certificate of Insurance. On or before the Effective Date of this Contract, the
Contractor shall provide the City with Certificates of Insurance for all required policies.
The Contractor shall be responsible for assuring that the insurance certificates required by
this Section remain in full force and effect for the duration of this Contract, including any
extensions or renewals that may be granted by the City. The Certificates of Insurance shall
not only name the types of policy(ies) provided, but also shall refer specifically to this
Contract and shall state that such insurance is as required by this Contract. The City
reserves the right to inspect and return a certified copy of such policies, upon written
request by the City. If a policy is due to expire prior to the completion of the Work, renewal
Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of
their policy expiration. Each policy certificate shall be endorsed with a provision that not
less than thirty (30) calendar days’ written notice shall be provided to the City before any
policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to
approval of the City.
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6.1.2.1. Additional Insured. The City is to be specifically included as an
Additional Insured for the liability of the City resulting from Work performed by or on
behalf of the Contractor in performance of this Contract. The Contractor’s insurance,
including that applicable to the City as an Additional Insured, shall apply on a primary
basis and any other insurance maintained by the City shall be in excess of and shall not
contribute to the Contractor’s insurance. The Contractor’s insurance shall contain a
severability of interest provision providing that, except with respect to the total limits
of liability, the insurance shall apply to each Insured or Additional Insured (for
applicable policies) in the same manner as if separate policies had been issued to each.
6.1.2.2. Deductibles. All deductibles or self-insured retentions must be declared
to and be reasonably approved by the City. The Contractor shall be responsible for the
payment of any deductible or self-insured retentions in the event of any claim.
6.1.3. The provisions of this section shall survive termination of this Contract.
6.2. Bonds. Prior to performing any portion of the Work the Contractor shall deliver to City the
Bonds required to be provided by Contractor hereunder (the bonds referenced in this Section are
collectively referred to herein as the “Bonds”). Pursuant to and in accordance with Section
255.05, Florida Statutes, the Contractor shall obtain and thereafter at all times during the
performance of the Work maintain a separate performance bond and labor and material payment
bond for the Work, each in an amount equal to one hundred percent (100%) of the Contract Price
and each in the form provided in the Contract Documents or in other form satisfactory to and
approved in writing by City and executed by a surety of recognized standing with a rating of B
plus or better for bonds up to Two Million Dollars. The surety providing such Bonds must be
licensed, authorized and admitted to do business in the State of Florida and must be listed in the
Federal Register (Dept. of Treasury, Circular 570). The cost of the premiums for such Bonds is
included in the Contract Price. If notice of any change affecting the Scope of the Work, the
Contract Price, Contract Time or any of the provisions of the Contract Documents is required by
the provisions of any bond to be given to a surety, the giving of any such notice shall be
Contractor’s sole responsibility, and the amount of each applicable bond shall be adjusted
accordingly. If the surety is declared bankrupt or becomes insolvent or its right to do business in
Florida is terminated or it ceases to meet applicable law or regulations, the Contractor shall,
within five (5) days of any such event, substitute another bond (or Bonds as applicable) and
surety, all of which must be satisfactory to City. As authorized by Section 255.05(1)(a), Florida
Statutes, if this Project is exempt from posting of a payment and performance bond, the
City shall select this box: ☒.
7. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES
7.1. In order to induce the City to enter into this Contract, the Contractor makes the following
representations and warranties:
7.1.1. Contractor represents the following:
7.1.1.1. Contractor has examined and carefully studied the Contract Documents and the
other data identified in the bidding documents, including, without limitation, the
“technical data” and plans and specifications and the Plans.
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7.1.1.2. Contractor has visited the Project site and become familiar with and is satisfied
as to the general and local conditions and site conditions that may affect cost, progress,
performance or furnishing of the Work.
7.1.1.3. Contractor is familiar with and is satisfied as to all federal, state and local laws,
regulations and permits that may affect cost, progress, performance and furnishing of
the Work. Contractor agrees that it will at all times comply with all requirements of the
foregoing laws, regulations and permits.
7.1.1.4. Contractor has made, or caused to be made, examinations, investigations, tests
and/or studies as necessary to determine surface and subsurface conditions at or on the
site. Contractor acknowledges that the City does not assume responsibility for the
accuracy or completeness of information and data shown or indicated in the Contract
Documents with respect to underground or ground facilities at, contiguous or near the
site or for existing improvements at or near the site. Contractor has obtained and
carefully studied (or assumes responsibility for having done so) all such additional
supplementary examinations, investigations, explorations, tests, studies and data
concerning conditions (surface, subsurface and underground facilities and
improvements) at, contiguous or near to the site or otherwise which may affect cost,
progress, performance or furnishing of the Work or which relate to any aspect of the
means, methods, techniques, sequences and procedures of construction to be employed
by Contractor and safety precautions and programs incident thereto. Contractor does
not consider that any additional examinations, investigations, explorations, tests,
studies or data are necessary for the performance and furnishing of the Work at the
Contract Price, within the Contract Time and in accordance with the other terms and
conditions of the Contract Documents.
7.1.1.5. Contractor is aware of the general nature of Work to be performed by the City
and others at the site that relates to the Work as indicated in the Contract Documents.
7.1.1.6. Contractor has correlated the information known to Contractor, information
and observations obtained from visits to the site, reports and drawings identified in the
Contract Documents and all additional examinations, investigations, explorations,
tests, studies and data with the Contract Documents.
7.1.1.7. Contractor has given City written notice of all conflicts, errors, ambiguities or
discrepancies that Contractor has discovered in the Contract Documents and the written
resolution thereof by City is acceptable to Contactor, and the Contract Documents are
generally sufficient to indicate and convey understanding of all terms and conditions
for performance and furnishing of the Work.
7.1.1.8. The Contractor agrees and represents that it possesses the requisite
qualifications and skills to perform the Work and that the Work shall be executed in a
good and workmanlike manner, free from defects, and that all materials shall be new
and approved by or acceptable to City, except as otherwise expressly provided for in
the Contract Documents. The Contractor shall cause all materials and other parts of the
Work to be readily available as and when required or needed for or in connection with
the construction, furnishing and equipping of the Project.
7.2. No recovery for changed market conditions.
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7.2.1. In entering into the Contract, Contractor represents and warrants that it has accounted
for any and all inflation-related events, recession, labor or material shortages, supply chain
disruptions, delivery lead time, or price increases that may be caused by local and or
national conditions, whether known or unknown at the time of entering into the Contract
(the “Market Conditions”). Contractor further specifically represents and warrants that it
has considered all impacts and potential impacts, including any current and future supply
chain disruptions and labor shortages, associated with the following events: (1) worldwide
pandemics including, but not limited to, COVID-19 and Monkey Pox (the “Pandemics”)
and (2) the current military conflict involving Russia and the Ukraine (the “Ukraine
Military Conflict”). Contractor also represents and warrants that in determining time
requirements for procurement, installation, and construction completion, Contractor has
taken into account the impacts of Market Conditions, the Pandemics, and the Ukraine
Military Conflict, and has included all of those factors in the Construction Schedule and
Contract Sum.
7.2.2. Contractor shall not seek any price increases or time extensions relating to or arising
from the impacts of any Market Conditions, the Pandemics or Ukraine Military Conflict.
7.2.3. The City shall not make any adjustment in the Contract Sum or grant an extension to
the Contract Time in connection with any failure by the Contractor to comply with the
requirements of this Section.
7.3. Contractor warrants the following:
7.3.1. Anti-Discrimination. Contractor agrees that it will not discriminate against any
employees or applicants for employment or against persons for any other benefit or service
under this Contract because of race, color, religion, sex, national origin, or physical or
mental handicap where the handicap does not affect the ability of an individual to perform
in a position of employment, and agrees to abide by all federal and state laws regarding
non-discrimination.
7.3.2. Anti-Kickback. Contractor warrants that no person has been employed or retained
to solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage or contingent fee, and that no employee or officer of the City has
any interest, financially or otherwise, in the Project. For breach or violation of this
warranty, the City shall have the right to annul this Contract without liability or, in its
discretion, to deduct from the Contract Price or consideration, the full amount of such
commission, percentage, brokerage or contingent fee.
7.3.3. Licensing. Contractor represents that it is a properly qualified and licensed
contractor in good standing within the jurisdiction within which the Project is located.
Contractor warrants that it shall have, prior to commencement of Work under this Contract
and at all times during said Work, all required licenses from the federal, state, Miami-Dade
County, City, or other governmental or regulatory entity. Contractor acknowledges that it
is the obligation of Contractor to obtain all licenses required for this Project, including City
building permits. Prior to commencement of the Work, the Contractor shall provide the
City with copies of all required licenses.
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7.3.4. Permits. Contractor warrants that it shall have, prior to commencement of Work
under this Contract and at all times during said Work, all required permits from the federal,
state, Miami-Dade County, City, or other governmental or regulatory entity with
jurisdiction over the site that are necessary to perform the Work. Contractor acknowledges
that it is the obligation of Contractor to obtain all permits required for this Project, including
City building permits. Prior to commencement of the Work, the Contractor shall provide
the City with copies of all required permits. City building permit fees may be waived for
this Project. If permits are required by any other governing body or agency, the Contractor
shall be obligated to pay the fees.
7.4. Defective Work; Warranty and Guarantee.
7.4.1. City shall have the authority to reject or disapprove Work which the City finds to be
defective. If required by the City, Contractor shall promptly either correct all defective Work
or remove such defective Work and replace it with non-defective Work. Contractor shall bear
all direct, indirect and consequential costs of such removal or corrections including cost of
testing laboratories and personnel.
7.4.2. Should Contractor fail or refuse to remove or correct any defective Work or to make
any necessary repairs in accordance with the requirements of the Contract Documents within
the time indicated in writing by the City or its designee, City shall have the authority to cause
the defective Work to be removed or corrected, or make such repairs as may be necessary at
Contractor's expense. Any expense incurred by City in making such removals, corrections or
repairs, shall be paid for out of any monies due or which may become due to Contractor. In
the event of failure of Contractor to make all necessary repairs promptly and fully, City may
declare Contractor in default.
7.4.3. The Contractor shall unconditionally warrant and guarantee all labor, materials and
equipment furnished and Work performed for a period of three (3) years from the date of
Substantial Completion. If, within three (3) years after the date of substantial completion, any
of the Work is found to be defective or not in accordance with the Contract Documents,
Contractor, after receipt of written notice from City, shall promptly correct such defective or
nonconforming Work within the time specified by City without cost to City. Should the
manufacturer of any materials and equipment furnished provide for a longer warranty, then
the Contractor shall transfer such warranty to the City prior to Final Completion. Nothing
contained herein shall be construed to establish a period of limitation with respect to any other
obligation which Contractor might have under the Contract Documents including but not
limited to any claim regarding latent defects. Contractor shall provide and assign to City all
material and equipment warranties upon completion of the Work hereunder.
7.4.4. Failure to reject any defective Work or material shall not in any way prevent later
rejection when such defect is discovered.
8. DEFAULT, TERMINATION, AND SUSPENSION; REMEDIES
8.1. Termination for Cause. If Contractor fails to timely begin the Work, or fails to perform the
Work with sufficient workers and equipment or with sufficient materials to ensure the prompt
completion of the Work within the Contract Time or Final Completion Time as specified in Section
2, or shall perform the Work unsuitably, or cause it to be rejected as defective and unsuitable, or
shall discontinue the prosecution of the Work pursuant to the accepted schedule or if the Contractor
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shall fail to perform any material term set forth in the Contract Documents or if Contractor shall
become insolvent or be declared bankrupt, or commit any act of bankruptcy or insolvency, or shall
make an assignment for the benefit of creditors, or from any other cause whatsoever shall not carry
on the Work in an acceptable manner, City may, upon seven (7) days after sending Contractor a
written Notice of Termination, terminate the services of Contractor, exclude Contractor from the
Project site, provide for alternate prosecution of the Work, appropriate or use any or all materials
and equipment on the Project site as may be suitable and acceptable, and may finish the Work by
whatever methods it may deem expedient. In such case Contractor shall not be entitled to receive
any further payment until the Project is completed. All damages, costs and charges incurred by City,
together with the costs of completing the Project, shall be deducted from any monies due or which
may become due to Contractor. In case the damages and expenses so incurred by City shall exceed
monies due Contractor from City, Contractor shall be liable and shall pay to City the amount of said
excess promptly upon demand therefore by City. In the event it is adjudicated that City was not
entitled to terminate the Contract as described hereunder for default, the Contract shall
automatically be deemed terminated by City for convenience as described below.
8.2. Termination for Convenience. This Contract may be terminated by the City for
convenience upon seven (7) calendar days’ written notice to the Contractor. In the event of such
a termination, the Contractor shall incur no further obligations in connection with the Project
and shall, to the extent possible, terminate any outstanding subcontractor obligations. The
Contractor shall be compensated for all services performed to the satisfaction of the City. In such
event, the Contractor shall promptly submit to the City its Application for Payment for final
payment which shall comply with the provisions of the Contract Documents.
8.3. Suspension of Contract. This Contract may be suspended for convenience by the City upon
seven (7) calendar days’ written notice to the Contractor or immediately if suspended in
connection with a local or state declaration of emergency. Suspension of the Work will entitle
the Contractor to additional Contract Time as a non-compensable, excusable delay.
8.4. Termination Due to Lack of Funding. This Contract is subject to the conditions precedent
that: (i) City funds are available, appropriated, and budgeted for the Work, the Project, and/or
Contract Price; (ii) the City secures and obtains any necessary proceeds, grants, and/or loans for the
accomplishment of the Work and/or the Project pursuant to any borrowing legislation adopted by
the City Council relative to the Project; and (iii) City Council enacts legislation which awards and
authorizes the execution of this Contract if such is required.
8.5. No Damages for Delay. No claim for damages or any claim, other than for an extension of
time shall be made or asserted against City by reason of any delays. Contractor shall not be entitled
to an increase in the Contract Price or payment or compensation of any kind from City for direct,
indirect, consequential, impact or other costs, expenses or damages, including but not limited to,
costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance
from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable
or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable or whether or not caused
by City. Contractor shall be entitled only to extensions of the Contract Time as the sole and
exclusive remedy for such resulting delay.
8.6. Waiver of Consequential Damages. Contractor assumes all risks for the following items, none
of which shall be the subject of any Change Order or Claim and none of which shall be compensated
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for except as they may have been included in the Contractor’s Contract Price as provided in the
Contract Documents: Loss of any anticipated profits, loss of bonding capacity or capability losses,
loss of business opportunities, loss of productivity on this or any other project, loss of interest
income on funds not paid, inefficiencies, costs to prepare a bid, cost to prepare a quote for a change
in the Work, costs to prepare, negotiate or prosecute Claims, and loss of projects not bid upon, or
any other indirect and consequential costs not listed herein. No compensation shall be made for loss
of anticipated profits from any deleted Work.
8.7. Litigation of Claims. Mediation shall not be required before either party may proceed to
litigation.
8.8. Rights and Remedies. The duties and obligations imposed by the Contract Documents and
the rights and remedies available thereunder and in accordance with this Contract shall be in
addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed
or available by law.
9. CHANGES IN THE WORK
9.1. Change Orders.
9.1.1. Without invalidating the Contract Documents, and without notice to any Surety, the
City reserves the right to make increases, decreases or other changes in the character or
quantity of the Work under the Contract Documents as may be considered necessary or
desirable to complete the Work in a manner satisfactory to the City. The City reserves the
right to order changes, which may result in additions to or reductions from the amount, type
or value of the Work shown in the Contract, and which are within the general scope of the
Contract Documents, and all such changes will be authorized only by a change order (“CO”)
approved in advance, and issued in accordance with provisions of the Contract Documents.
9.1.2. For Contractor initiated change orders, the Contractor is required to provide the Project
Consultant with a detailed Request for Change Order (“RCO”) in a form approved by the
City, which must include the requested revisions to the Contract, including, but not limited to,
adjustments in the Contract Price and/or Contract Time. The Contractor must provide
sufficient supporting documentation to demonstrate the reasonableness of the RCO. The City
may require Contractor to provide additional data including, but not limited to, a cost
breakdown of material costs, labor costs, labor rates by trade, work classifications, and
overhead rates to support the RCO. If applicable, the RCO must include any schedule
revisions accompanied by an explanation of the cost impact of the proposed change. Failure
to include schedule revisions in an RCO will be deemed as the Contractor’s acknowledgement
that the changes included in an RCO will not affect the project schedule.
9.1.3. Any modifications to the Contract Work, Contract Time, or Contract Price, must be
effectuated through a written CO executed by both parties and, if required by the City Code
of Ordinances, approved by the City Council.
9.1.4. In the event a satisfactory adjustment cannot be reached, and a CO has not been issued,
given that time is of the essence, the City reserves the right, at its sole option, to direct the
Contractor to proceed on a time and materials basis or make such arrangements as may be
deemed necessary to complete the proposed additional Work at the unit prices provided in the
Contract Documents. Where the City directs the Contractor to proceed on a time and materials
basis, the City shall impose a maximum not-to-exceed amount and the Contractor must
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maintain detailed records of all labor and material costs including but not limited to payroll
records and material receipts. Contractor must demonstrate its costs with sufficient evidence
to be entitled to compensation from the City.
9.2. Continuing the Work. Contractor must continue to perform all Work under the Contract
Documents during all disputes or disagreements with City, including disputes or disagreements
concerning an RCO. Contractor shall not delay any Work pending resolution of any disputes or
disagreements.
10. MISCELLANEOUS
10.1. No Assignment. Neither party shall assign the Contract or any sub-contract in whole or in
part without the written consent of the other, nor shall Contractor assign any monies due or to
become due to it hereunder, without the previous written consent of the City Manager.
10.2. Contractor’s Responsibility for Damages and Accidents.
10.2.1. Contractor shall accept full responsibility for the Work against all loss or damage of
any nature sustained until final acceptance by City and shall promptly repair any damage done
from any cause.
10.2.2. Contractor shall be responsible for all materials, equipment and supplies pertaining to
the Project. In the event any such materials, equipment and supplies are lost, stolen, damaged
or destroyed prior to final acceptance by City, Contractor shall replace same without cost to
City.
10.3. Governing Law. This Contract shall be construed in accordance with and governed by the
laws of the State of Florida. Venue for any litigation arising out of this Contract shall be proper
exclusively in Miami-Dade County, Florida.
10.4. Waiver of Jury Trial. CITY AND CONTRACTOR KNOWINGLY, IRREVOCABLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO
A TRIAL BY JURY IN STATE AND OR FEDERAL COURT PROCEEDINGS IN RESPECT
TO ANY ACTION, PROCEEDING, LAWSUIT OR COUNTERCLAIM BASED UPON THE
CONTRACT FOR CONSTRUCTION, ARISING OUT OF, UNDER, OR IN CONNECTION
WITH THE CONSTRUCTION OF THE WORK, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS OR ACTIONS OR INACTIONS OF ANY PARTY.
10.5. Prevailing Party; Attorneys’ Fees. In the event of any controversy, claim, dispute or
litigation between the parties arising from or relating to this Contract (including, but not limited
to, the enforcement of any indemnity provisions), the prevailing party shall be entitled to recover
from the non-prevailing party all reasonable costs, expenses, paralegals’ fees, experts’ fees and
attorneys' fees including, but not limited to, court costs and other expenses through all trial and
appellate levels. In addition, the prevailing party shall be entitled to recover from the non-
prevailing party all litigation costs associated with discovery, processing, management, hosting,
and production of electronically stored information (ESI).
10.6. Compliance with Laws. The Contractor shall comply with all applicable laws, ordinances,
rules, regulations, and lawful orders of public authorities in carrying out Services under this
Agreement, and in particular shall obtain all required permits from all jurisdictional agencies to
perform the Services under this Agreement at its own expense. Any mandatory clauses which are
required by applicable law shall be deemed to be incorporated herein.
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10.7. Examination and Retention of Contractor’s Records.
10.7.1. The City or any of its duly authorized representatives shall, for five (5) years after final
payment under this Contract, have access to and the right to examine any of the Contractor’s
books, ledgers, documents, papers, or other records involving transactions related to this
Contract for the purpose of making audit, examination, excerpts, and transcriptions. In
addition, the Contractor agrees to comply specifically with the provisions of Section
119.0701, Florida Statutes.
10.7.2. The Contractor agrees to include in any subcontractor contracts for this Project
corresponding provisions for the benefit of City providing for retention and audit of records.
10.7.3. The right to access and examination of records stated herein and in any subcontracts
shall survive termination or expiration of this Contract and continue until disposition of any
mediation, claims, litigation or appeals related to this Project.
10.7.4. The City may cancel and terminate this Contract immediately for refusal by the
Contractor to allow access by the City Manager or designees to any Records pertaining to
work performed under this Contact that are subject to the provisions of Chapter 119, Florida
Statutes.
10.8. Authorized Representative.
10.8.1. Before commencing the Work, Contractor shall designate a skilled and competent
authorized supervisor and representative (“Authorized Representative”) acceptable to City
to represent and act for Contractor and shall inform City, in writing, of the name and
address of such representative together with a clear definition of the scope of his authority
to represent and act for Contractor. Contractor shall keep City informed of any subsequent
changes in the foregoing. Such representative shall be present or duly represented at the
Project site at all times when Work is actually in progress. All notices, determinations,
instructions and other communications given to the authorized representatives of
Contractor shall be binding upon the Contractor.
10.8.2. The Authorized Representative, project managers, superintendents and supervisors
for the Project are all subject to prior and continuous approval of the City. If, at any time
during the term of this Contract, any of the personnel either functi onally or nominally
performing any of the positions named above, are, for any reasonable cause whatsoever,
unacceptable to the City, Contractor shall replace the unacceptable personnel with
personnel acceptable to the City.
10.9. Taxes. Contractor shall pay all taxes, levies, duties and assessments of every nature which
may be applicable to any Work under this Contract. The Contract Price and any agreed variations
thereof shall include all taxes imposed by law at the time of this Contract. Contractor shall make
any and all payroll deductions required by law. Contractor herein indemnifies and holds the City
harmless from any liability on account of any and all such taxes, levies, duties and assessments.
10.10. Utilities. Contractor shall, at its expense, arrange for, develop and maintain all utilities at
the Project to perform the Work and meet the requirements of this Contract. Such utilities shall
be furnished by Contractor at no additional cost to City. Prior to final acceptance of the Work,
Contractor shall, at its expense, satisfactorily remove and dispose of all temporary utilities
developed to meet the requirements of this Contract.
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10.11. Safety. Contractor shall be fully and solely responsible for safety and conducting all
operations under this Contract at all times in such a manner as to avoid the risk of bodily harm
to persons and damage to property and in full compliance with Occupational Safety and Health
Act requirements and all other similar applicable safety laws or codes. Contractor shall
continually and diligently inspect all Work, materials and equipment to discover any conditions
which might involve such risks and shall be solely responsible for discovery and correction of
any such conditions. Contractor shall have sole responsibility for implementing its safety
program. City shall not be responsible for supervising the implementation of Contractor's safety
program, and shall not have responsibility for the safety of Contractor's or its subcontractor's
employees. Contractor shall maintain all portions of the Project site and Work in a neat, clean
and sanitary condition at all times. Contractor shall assure that subcontractors performing Work
comply with the foregoing safety requirements.
10.12. Cleaning Up. Contractor shall, at all times, at its expense, keep its Work areas in a neat,
clean and safe condition. Upon completion of any portion of the Work, Contractor shall promptly
remove all of its equipment, construction materials, temporary structures and surplus materials
not to be used at or near the same location during later stages of Work. Upon completion of the
Work and before final payment is made, Contractor shall, at its expense, satisfactorily dispose
of all rubbish, unused materials and other equipment and materials belonging to it or used in the
performance of the Work and Contractor shall leave the Project in a neat, clean and safe
condition. In the event of Contractor's failure to comply with the foregoing, the same may be
accomplished by City at Contractor's expense.
10.13. Liens. Contractor shall not permit any mechanic’s, laborer’s or materialmen’s lien to be filed
against the Project site or any part thereof by reason of any Work, labor, services or materials
supplied or claimed to have been supplied to the Project. In the event such a lien is found or
claimed against the Project, Contractor shall within ten (10) days after notice of the lien discharge
the lien or liens and cause a satisfaction of such lien to be recorded in the public records of
Miami-Dade County, Florida, or cause such lien to be transferred to a bond, or post a bond
sufficient to cause the Clerk of the Circuit Court of Miami-Dade County, Florida, to discharge
such lien pursuant to Chapter 713.24, F.S. In the event Contractor fails to so discharge or bond
the lien or liens within such period as required above, City shall thereafter have the right, but not
the obligation, to discharge or bond the lien or liens. Additionally, City shall thereafter have the
right, but not the obligation, to retain out of any payment then due or to become due Contractor,
one hundred fifty percent (150%) of the amount of the lien and to pay City ’s reasonable
attorneys' fees and costs incurred in connection therewith.
10.14. Public Entity Crimes Affidavit. Contractor shall comply with Section 287.133, Florida
Statutes, and (Public Entity Crimes Statute) notification of which is hereby incorporated herein by
reference, including execution of any required affidavit.
10.15. Independent Contractor. The Contractor is an independent contractor under the Contract.
This Contract does not create any partnership nor joint venture. Services provided by the Contractor
shall be by employees of the Contractor and subject to supervision by the Contractor, and not as
officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security
and health insurance, employee benefits, purchasing policies and other similar administrative
procedures, applicable to services rendered under the Contract shall be those of the Contractor.
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10.16. Notices/Authorized Representatives. Any notices required by this Contract shall be in
writing and shall be deemed to have been properly given if transmitted by hand-delivery, by
registered or certified mail with postage prepaid return receipt requested, or by a private postal
service, addressed to the parties (or their successors) at the addresses listed on the signature page
of this Contract or such other address as the party may have designated by proper notice.
10.17. Ownership and Access to Records and Audits.
10.17.1. Contractor acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, compiled information, and
all similar or related information (whether patentable or not) which relate to Services to the
City which are conceived, developed or made by Contractor during the term of this
Contract (“Work Product”) belong to the City. Contractor shall promptly disclose such
Work Product to the City and perform all actions reasonably requested by the City (whether
during or after the term of this Contract) to establish and confirm such ownership
(including, without limitation, assignments, powers of attorney and other instruments).
10.17.2. Contractor agrees to keep and maintain public records in Contractor’s possession
or control in connection with Contractor’s performance under this Contract. The City
Manager or her designee shall, during the term of this Contract and for a period of five (5)
years from the date of termination of this Contract, have access to and the right to examine
and audit any records of the Contractor involving transactions related to this Contract.
Contractor additionally agrees to comply specifically with the provisions of Section
119.0701, Florida Statutes. Contractor shall 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 the Contract, and following completion of
the Contract until the records are transferred to the City.
10.17.3. Upon request from the City’s custodian of public records, Contractor shall 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 by Chapter 1 19,
Florida Statutes, or as otherwise provided by law.
10.17.4. Unless otherwise provided by law, any and all records, including but not limited
to reports, surveys, and other data and documents provided or created in connection with
this Contract are and shall remain the property of the City.
10.17.5. Upon completion of this Contract or in the event of termination by either party,
any and all public records relating to the Contract in the possession of the Contractor shall
be delivered by the Contractor to the City Manager, at no cost to the City, within seven (7)
days. All such records stored electronically by Contractor shall be delivered to the City in
a format that is compatible with the City’s information technology systems. Once the
public records have been delivered upon completion or termination of this Contract, the
Contractor shall destroy any and all duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements.
10.17.6. Any compensation due to Contractor shall be withheld until all records are
received as provided herein.
10.17.7. Contractor’s failure or refusal to comply with the provisions of this section shall
result in the immediate termination of this Contract by the City.
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10.17.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE
BIDDER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE BIDDER’S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS
SOLICITATION, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS:
Custodian of Records: Nkenga “Nikki” Payne, CMC, FCRM
Mailing address: 6130 Sunset Drive
South Miami, FL 33143
Telephone number: 305-663-6340
Email: NPayne@southmiamifl.gov
10.18. E-Verify Affidavit. In accordance with Section 448.095, Florida Statutes, the City
requires all contractors doing business with the City to register with and use the E-Verify
system to verify the work authorization status of all newly hired employees. The City will
not enter into a contract unless each party to the contract registers with and uses the E-Verify
system. The contracting entity must provide of its proof of enrollment in E-Verify. For
instructions on how to provide proof of the contracting entity’s participation/enrollment in
E-Verify, please visit: https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-
participationenrollment-in-e-verify. By entering into this Agreement, the Contractor
acknowledges that it has read Section 448.095, Florida Statutes; will comply with the E -
Verify requirements imposed by Section 448.095, Florida Statutes, including but not limited
to obtaining E-Verify affidavits from subcontractors; and has executed the required affidavit
attached hereto and incorporated herein.
11. SPECIAL CONDITIONS
The following provisions in this Section 10 supersede any other provisions contained in thi s
Contract only to the extent of any conflict with same. These provisions are particular to a given
transaction and are transaction specific:
11.1. Unsatisfactory Personnel.
11.1.1. Contractor must at all times enforce strict discipline and good order among its
employees and subcontractors at the Project(s) site(s) and must not employ on any Work any
unfit person or anyone not skilled in the Work to which they are assigned.
11.1.2. The City may make written request to the Contractor for the prompt removal and
replacement of any personnel employed or retained by the Contractor, or any or Subcontractor
engaged by the Contractor to provide and perform services or Work pursuant to the
requirements of the Contract Documents. The Contractor must respond to the City within five
(5) calendar days of receipt of such request with either the removal and replacement of such
personnel or written justification as to why that may not occur. The City will make the final
determination as to the removal of unsatisfactory personnel from the Work. The Contractor
agrees that the removal of any of such individual(s) does not require the termination or
demotion of said individual(s).
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11.2. Hours of Work. Contractor shall conform to and obey all applicable laws, regulations, or
ordinances with regard to labor employed, hours of Work and Contractor's general operations.
Contractor shall conduct its operations so as not to interfere with or close any thoroughfare, without
the written consent of the City or governing jurisdiction. Work is anticipated to be performed
Monday through Friday in accordance with the requirements and limitations of applicable law
including, without limitation, the City Code of Ordinances. The Contractor shall not perform Work
beyond the time and days provided above without the prior written approval of the City.
11.3. Maintenance of Traffic. Whenever required by the scope of Work, by federal, state, or local
law, or requested by the City to protect the public health, safety, and welfare, a Maintenance of
Traffic (“MOT”) must be performed in accordance with the applicable FDOT Index Numbers (600
Series) and as further stated herein. The manual on Uniform Traffic Control Devises for Streets and
Highways (U.S. Department of Transportation, FHWA), must be followed in the design,
application, installation, maintenance and removal of all traffic control devices, warning devices
and barriers necessary to protect the public and workmen from hazards with the Project limits.
Pedestrian and vehicular traffic must be maintained and protected at all times. Prior to
commencement of the Work, Contractor must provide the City with a proposed MOT plan for
review. The City may require revisions to the proposed MOT plan. The MOT plan must be updated
by the Contractor every two weeks. Failure to provide an MOT plan may result in the issuance of a
stop work order. The Contractor will not be entitled to additional Contract Time for delays resulting
from its failure to provide the required MOT plan.
11.4. Royalties and Patents. All fees, royalties, and claims for any invention, or pretended
inventions, or patent of any article, material, arrangement, appliance, or method that may be used
upon or in any manner be connected with the Work or appurtenances, are hereby included in the
prices stipulated in the Contract for said Work.
11.5. Substitutions. Substitution of any specified material or equipment requires the prior written
acceptance of the Project Consultant. It is the sole responsibility of the Contractor to provide
sufficient information and documentation to the Project Consultant to allow for a thorough review
and determination on the acceptability of the substitution. Approval of a substitution does not waive
or mitigate the Contractor’s responsibility to meet the requirements of the Contract Documents. The
City may require an adjustment in price based on any proposed substitution.
11.6. Severe Weather Preparedness. During such periods of time as are designated by the United
States Weather Bureau or Miami-Dade County as being a severe weather event, including a
hurricane watch or warning, the Contractor, at no cost to the City, must take all precautions
necessary to secure any Work in response to all threatened storm events, regardless of whether the
Contractor has been given notice of same, in accordance with the Miami-Dade County Code.
Compliance with any specific severe weather event or alert precautions will not constitute additional
work. Suspension of the Work caused by a threatened or actual storm event, regardless of whether
the City has directed such suspension, will entitle the Contractor to additional Contract Time as
non-compensable, excusable delay.
11.7. American Rescue Plan Act Contract Conditions. The Contractor acknowledges that the
Work may be fully or partially funded utilizing Coronavirus State and Local Fiscal Recovery
Funds allocated to the City pursuant to the American Rescue Plan Act (“ARPA”). Towards that
end, the Contractor shall be required to comply with all laws, rules, regulations, policies, and
guidelines (including any subsequent amendments to such laws, regulations, policies, and
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guidelines) required by ARPA, as further detailed in the ARPA Contract Conditions. If
compliance with the ARPA Addendum is required, the City shall select this box: ☐.
11.8. Grant Funding. The Contractor acknowledges that the Work may be fully or partially
funded utilizing funds from the grants listed below (each a “Grant”). Accordingly, the Contractor
warrants and represents that it has reviewed the terms and conditions for each Grant and will
perform the Work in accordance with the terms and conditions of the Grant. If the Work will be
funded utilizing Grant funds, the City shall select this box: ☐.
Grant Title Grant Agreement Exhibit
If the Work will be funded utilizing Grant funds, the City shall select this box:.
11.9. DBE Contract Assurance.
11.9.1. The City affirms it has encouraged women-owned, minority-owned, and
disadvantaged businesses of the Project and be responsive to the opportunity of the award
of this Contract.
11.9.2. Contractor, or any subcontractor performing Work under this Contract, shall not
discriminate on the basis of race, color, national origin, or sex in the performance of this
Contract. Contractor shall carry out all applicable requirements of 49 CFE Part 26 in the
award and administration of this Contract. Failure by the Contractor to carry out these
requirements is a material breach of this Contract, which may result in the termination of
this Contract or such other remedy as the City deems appropriate.
11.10. Scrutinized Companies.
11.10.1. Contractor certifies that it and its subcontractors are not on the Scrutinized
Companies that Boycott Israel List. Pursuant to Section 287.135, F.S., the City may
immediately terminate this Agreement at its sole option if the Contractor or its
subcontractors are found to have submitted a false certification; or if the Contractor, or its
subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is
engaged in the boycott of Israel during the term of the Agreement.
11.10.2. If this Agreement is for more than one million dollars, the Contractor certifies that
it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan,
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
engaged with business operations in Cuba or Syria as identified in Section 287.135, F.S.
Pursuant to Section 287.135, F.S., the City may immediately terminate this Agreement at
its sole option if the Contractor, its affiliates, or its subcontractors are found to have
submitted a false certification; or if the Contractor, its affiliates, or its subcontractors are
placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized
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Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with
business operations in Cuba or Syria during the term of the Agreement.
11.10.3. The Contractor agrees to observe the above requirements for applicable
subcontracts entered into for the performance of work under this Agreement.
11.10.4. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize the
above-stated contracting prohibitions then they shall become inoperative.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day
and year as first stated above.
CITY OF SOUTH MIAMI
By:
Genaro “Chip” Iglesias
City Manager
Attest:
By:
Nkenga “Nikki” Payne, CMC, FCRM
City Clerk
Approved as to form and legal sufficiency:
By:
Weiss Serota Helfman Cole & Bierman,
P.L.
City Attorney
Addresses for Notice:
Genaro “Chip” Iglesias
City of South Miami
Attn: City Manager
6130 Sunset Drive
South Miami, FL 33143
305-668-2510 (telephone)
305-663-6345 (facsimile)
chip@southmiamifl.gov (email)
With a copy to:
Weiss Serota Helfman Cole & Bierman, P.L.
Attn: Lillian Arango, Esq.
City of South Miami Attorney
2800 Ponce de Leon Boulevard, Suite 1200
Coral Gables, FL 33134
larango@wsh-law.com (email)
CONTRACTOR
By: Spatco Energy Solutions, LLC
Name:
Title:
Entity:
Addresses for Notice:
(telephone)
(email)
With a copy to:
(telephone)
(email)
118
Contract No.: Furnish and Install Fuel Dispensers and Fuel Management Systems and the City Hall
and Public Works Fuel Islands E-Verify Affidavit
E-VERIFY AFFIDAVIT
In accordance with Section 448.095, Florida Statutes, the City requires all contractors doing
business with the City to register with and use the E-Verify system to verify the work authorization
status of all newly hired employees. The City will not enter into a contract unless each party to the
contract registers with and uses the E-Verify system.
The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on
how to provide proof of the contracting entity’s participation/enrollment in E-Verify, please visit:
https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-e-verify
By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida
Statutes and will comply with the E-Verify requirements imposed by it, including but not limited
to obtaining E-Verify affidavits from subcontractors.
☐ Check here to confirm proof of enrollment in E-Verify has been attached to this Affidavit.
In the presence of: Signed, sealed and delivered by:
Witness #1 Print Name: Print Name:
Title:
Witness #2 Print Name: Entity Name:
ACKNOWLEDGMENT
State of Florida
County of
The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐
online notarization, this day of , 20 , by
(name of person) as (type of authority) for
(name of party on behalf of whom instrument is executed).
Notary Public (Print, Stamp, or Type as
Commissioned)
Personally known to me; or
Produced identification (Type of Identification: )
Did take an oath; or
Did not take an oath
119
City of South Miami, FL Notice to Proceed Form
NOTICE TO PROCEED
Dated: , 20
To: `
Project Name:
You are hereby notified that the Contract Times under the above Contract will commence to run
on ___________, 2023. By that date, you are to start performing your obligations under the
Contract Documents. In accordance with Article 2 of the Contract, the dates of Substantial
Completion and completion and readiness for final payment are , 2023
and __________________, 2023, ____/____ days respectively.
Before you may start any Work at the site, Article 6 provides that you must deliver to the City (
check here if applicable, with copies to and other identified additional
insureds) Certificates of Insurance in accordance with the Contract Documents.
In addition, before you may start any Work at the site, you must: (add any additional
requirements)
CITY OF SOUTH MIAMI
By:
Genaro “Chip” Iglesias
City Manager
ACCEPTANCE OF NOTICE TO PROCEED
[INSERT NAME OF CONTRACTOR].
By:
Name:
Title:
Date:
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EXHIBIT A
FURNISH AND INSTALL FUEL DISENSERS AND FUEL MANAGEMENT SYSTEMS AT THE
CITY HALL AND PUBLIC WORKS FUEL ISLAND
CITY OF LAKE WORTH BEACH IFB No. 22-109
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EXHIBIT B
FURNISH AND INSTALL FUEL DISENSERS AND FUEL MANAGEMENT SYSTEMS AT THE
CITY HALL AND PUBLIC WORKS FUEL ISLAND
SPATCO ENERGY SOLUTIONS LLC RESPONSE TO IFB No 22-109
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EXHIBIT C
FURNISH AND INSTALL FUEL DISENSERS AND FUEL MANAGEMENT SYSTEMS AT THE
CITY HALL AND PUBLIC WORKS FUEL ISLAND
SPATCO ENERGY SOLUTIONS LLC AND CITY OF LAKE WORTH
BEACH EXECUTED CONTRACT
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EXHIBIT D
FURNISH AND INSTALL FUEL DISENSERS AND FUEL MANAGEMENT SYSTEMS AT THE
CITY HALL AND PUBLIC WORKS FUEL ISLAND
SPATCO ENERGY SOLUTIONS LLC PROPOSAL TO THE CITY OF
SOUTH MIAMI
124
5/11/23, 10:58 AM Detail by Entity Name
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=SPATCOE…1/2
Document Number
FEI/EIN Number
Date Filed
State
Status
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
SPATCO ENERGY SOLUTIONS, LLC
Filing Information
M19000011759
84-3846075
12/11/2019
DE
ACTIVE
Principal Address
8303 University Executive Park Dr.
Suite 400
CHARLOTTE, NC 28262
Changed: 03/26/2021
Mailing Address
P.O. Box 31516
CHARLOTTE, NC 28231
Changed: 03/26/2021
Registered Agent Name & Address
CT CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324
Authorized Person(s) Detail
Name & Address
Title MGRM
SPATCO HOLDINGS, LLC
4201 CONGRESS STREET, SUITE:440
CHARLOTTE, NC 28209
Title AP,EVP
MCCARTHY, KEVIN R
4201 CONGRESS STREET, SUITE:440
CHARLOTTE, NC 28209
D C Florida Department of State
125
5/11/23, 10:58 AM Detail by Entity Name
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=SPATCOE…2/2
Title AP,EVP,S
LEVENSON, MATTHEW J
4201 CONGRESS STREET, SUITE:440
CHARLOTTE, NC 28209
Title President
Force, John
P.O. Box 31516
CHARLOTTE, NC 28231
Title VP
Sailors, Jody
P.O. Box 31516
CHARLOTTE, NC 28231
Annual Reports
Report Year Filed Date
2021 03/26/2021
2022 05/04/2022
2023 03/14/2023
Document Images
03/14/2023 -- ANNUAL REPORT View image in PDF format
05/04/2022 -- ANNUAL REPORT View image in PDF format
03/26/2021 -- ANNUAL REPORT View image in PDF format
04/13/2020 -- ANNUAL REPORT View image in PDF format
12/11/2019 -- Foreign Limited View image in PDF format
Florida Department of State, Division of Corporations
126
8303 UNIVERSITY EXECUTIVE PARK DR.
SUITE 400
CHARLOTTE, NC 28262
Current Principal Place of Business:
Current Mailing Address:
P.O. BOX 31516
CHARLOTTE, NC 28231 US
Entity Name: SPATCO ENERGY SOLUTIONS, LLC
DOCUMENT# M19000011759
FEI Number: 84-3846075 Certificate of Status Desired:
Name and Address of Current Registered Agent:
CT CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324 US
The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.
SIGNATURE:
Electronic Signature of Registered Agent Date
Authorized Person(s) Detail :
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under
oath; that I am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and
that my name appears above, or on an attachment with all other like empowered.
SIGNATURE:
Electronic Signature of Signing Authorized Person(s) Detail Date
FILED
Mar 14, 2023
Secretary of State
2568455326CC
JOHN FORCE PRESIDENT 03/14/2023
2023 FOREIGN LIMITED LIABILITY COMPANY ANNUAL REPORT
No
Title MGRM
Name SPATCO HOLDINGS, LLC
Address 4201 CONGRESS STREET, SUITE:440
City-State-Zip:CHARLOTTE NC 28209
Title AP,EVP,S
Name LEVENSON, MATTHEW J
Address 4201 CONGRESS STREET, SUITE:440
City-State-Zip:CHARLOTTE NC 28209
Title VP
Name SAILORS, JODY
Address P.O. BOX 31516
City-State-Zip:CHARLOTTE NC 28231
Title AP,EVP
Name MCCARTHY, KEVIN R
Address 4201 CONGRESS STREET, SUITE:440
City-State-Zip:CHARLOTTE NC 28209
Title PRESIDENT
Name FORCE, JOHN
Address P.O. BOX 31516
City-State-Zip:CHARLOTTE NC 28231
127