Res No. 151-18 ............... . ...... .................
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RESOLUTION NO:. 151-18
A RESOLUTION OF THE CITY OF DELRAY BEACH,
FLORIDA APPROVING AN AGREEMENT WITH DP
DEVELOPMENT OF THE TREASURE COAST,LLC FOR THE
STORMAWATER INFRASTRUCTURE * CONSTRUCTION;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT AND TAKE ALL ACTIONS NECESSARY TO
EFFECTUATE THIS AGREEMENT; PROVIDING AN
EFFECTIVE DATE;AND FOR OTHER PURPOSES.
WHEREAS, the City of Delray Beach (City) is authorized to enter into agreements to provide
services,programming and products in accordance with its Charter;and
WHEREAS, the City requires services and products for the purpose of stoirawatet
infrastructure construction; and
WHEREAS, the City desires to enter into an agreement with DP Development of the Treasure
Coast,LLC for these services and products; and
WHEREAS, the City Commission deems approval of this Resolution to be in the best 'interest
of the health, safety,and welfare of the residents and citizens of the City of Delray Beach and the public
at large.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY
OF DELRAY BEACH,FLORIDA,AS FOLLOWS:
Section 1. The foregoing recitals are hereby affirmed and ratified.
Section 2. The City Commission of the City of Delray Beach has reviewed and hereby
approves this Agreement between the City and DP Development of the Treasure Coast,LLC, which is
attached to this Resolution as Exhibit A.
Section 3. The City Commission authorizes the City Manager to execute the Agreement
and any amendments and/or renewals thereto, and take any other actions necessary to effectuate this
Agreement.
Section 4. This Resolution shall become effective immediately upon adoption.
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PASSED AND ADOPTED in regular session on the day of l�' , ,2018.
ATTEST: lie r
lly Petrolia, M4r
Katerri Johnson, City e erk
App rov cl as t form a legal sufficiency:
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MASTER CONTACTOR/SERVICES AGREEMENT
THIS AGREEMENT is made by and between the City of Delray Beach, a Florida
municipal corporation (hereinafter referred to as "City"), whose address is 100 NW 1St
Avenue, Delray Beach, FL 33444 and DP Development of the Treasure Coast, LLC, a Florida
Corporation, (hereinafter referred to as "Contractor"), authorized to do business in Florida,
whose address is 605 Belvedere Road, Suite #13, West Palm Beach, Florida 33405, this
( t day of e(,- �, 20 d w
WHEREAS, the City desires to perform stormwater infrastructure construction; and
WHEREAS, the City desires to procure these services from Contractor, utilizing
existing contract prices provided to City of West Palm Beach, pursuant to its solicitation
number ITB 13-14-407, for stormwater infrastructure construction services; and
WHEREAS, in accordance with solicitation number ITB 13-14-407, City of West Palm
Beach, entered into a three (3) year agreement with Contractor for services effective
November 21, 2014 through December 31, 2017, with the option to renew for an -additional
two (2) years; and
WHEREAS, the parties exercised the right to extend the Contract through December
31, 2019; and
WHEREAS, the City desires to purchase services from Contractor on the same terms,
conditions, and pricing provided under solicitation number ITB 13-14-407, subject to the
terms and conditions of this Agreement, the City's Purchasing ordinance, and Florida law;
and
WHEREAS, the Contractor agrees to extend the terms, conditions, and pricing of
solicitation number ITB 13-14-407 to the City, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration of which the parties hereto acknowledge, the parties agree
as follows:
1 The above recitals are true and correct and are incorporated herein by
reference.
2 The Contractor shall provide to the City engineering, architecture and related
professional services, in accordance with and pursuant to the same terms, conditions, and
pricing of solicitation number ITB 13-14-407 procured by City of West Palm Beach.
3 This Agreement is in full force and effect upon full execution by the City for an
annual not-to-exceed amount of three hundred thousand and 00/100 Dollars ($300,000.00).
4 This Agreement shall terminate on December 31, 2019, unless the agreement
to ITB 13-14-407 is renewed by City of West Palm Beach.
5 The City, at its sole discretion, reserves the right to terminate this Agreement
with or without cause immediately upon providing written notice to Contractor. Upon receipt
of such notice, the Contractor shall not incur any additional costs under the Agreement. The
City shall be liable only for reasonable costs incurred by Contractor prior to the date of the
notice of termination. The City shall be the sole judge of"reasonable costs."
6 The Contactor certifies that the price and rate represents the lowest price and
rate for the products and services of any contract between the Contractor and any other
governmental entity within the State of Florida.
7 The Contractor shall indemnify and hold harmless the City and its officers,
employees, agents, and instrumentalities from any and all liability, losses or damages,
including attorney's fees and costs of defense, which the City or its officers, employees,
agents, or instrumentalities may incur as a result of claims, demands, suits, causes of
actions, or proceedings of any kind or nature arising out of, relating to, or resulting from the
performance of the agreement by the Contractor or its employees, agents, servants, partners,
principals, or subcontractors. The Contractor shall pay all claims and losses in connection
therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in
the name of the City, where applicable, including appellate proceedings, and shall pay all
costs, judgments, and attorney's fees which may be incurred thereon. The Contractor
expressly understands and agrees that any insurance protection required by this Agreement
or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify,
keep and save harmless, and defend the City or its officers, employees, agents, and
instrumentalities as herein provided the obligations of this section shall survive the term of
this Agreement.
8 Whenever either Party desires to give notice to the other, such notice must be
in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or
sent by commercial express carrier with acknowledgement of delivery, or by hand delivery
with a request for a written receipt of acknowledgment of delivery, addressed to the party for
whom it is intended at the place last specified. The place for giving notice shall remain the
same as set forth herein until changed in writing in the manner provided in this section. For
the present, the Parties designate the following:
For CITY:
City of Delray Beach
100 N.W. 1 st Avenue
Delray Beach, Florida 33444
Attn: City Manager
For CONTRACTOR:
DP Development of the Treasure Coast, LLC
1014 S Congress Avenue
Palm Springs, Florida 33406
9 Neither this Agreement nor any right or interest herein shall be assigned,
transferred, or encumbered without the written consent of the other Party.
10 This Agreement shall be construed in accordance with the City of Delray
Beach's Code of Ordinances and the laws of the State of Florida. Any dispute relating to this
Agreement shall only be filed in a court of competent jurisdiction in Palm Beach County,
Florida, and each of the parties to this Agreement submits itself to the jurisdiction of such
court. Each party shall be responsible for their own attorney's fees and costs.
11 IF THE CONTRACTOR HAS QUESTIONS
APPLICATION , FLORIDATHE
PROVIDECONTRACTOWS DUTY TO IRELATING
CUSTODIANTHIS AGREEMENT, CONTACT THE I
CITY OF DELRAY BEACH, CITY , 100 N.W. IST AVE., DELRAY
OFFICEBEACH FLORIDA. THE CITY CLERK'S Y
PHONE AT ®243-7050 OR VIA EMAIL
C.,TY C,` �jj
a. Contractor shall comply with public records laws, specifically to:
i. Keep and maintain public records required by the City to perform the
service.
ii. 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 Florida Statute or as otherwise provided by law.
iii. 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 term and following
completion of the Agreement if the Contractor does not transfer the records
to the City.
iv. Upon completion of the Agreement, 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 Agreement, the Contractor
shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the Agreement, the
Contractor shall meet all applicable requirements for retaining public
records. 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 information technology systems of the City.
V. If the Contractor does not comply with this section, the City shall enforce the
contract provisions in accordance with the contract and may unilaterally
cancel this contract in accordance with state law.
12 Contractor is aware that 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 may demand and obtain records and testimony from Contractor and its
subcontractors and lower tier subcontractors. Contractor understands and agrees that in
addition to all other remedies and consequences provided by law, the failure of Contractor or
its subcontractors and lower tier subcontractors to fully cooperate with the Inspector General
when requested may be deemed by the City to be a material breach of this Agreement
justifying its termination.
13 The continuation of this Agreement beyond the end of any fiscal year shall be
subject to both the appropriation and the availability of funds in accordance with Florida law.
14 The documents listed below are a part of this Agreement and are hereby
incorporated by reference. In the event of inconsistency between the documents, unless
otherwise provided herein, the terms of the following documents will govern in the following
order of precedence:
a. Terms and conditions as contained in this Agreement.
b. Terms and Conditions of City of West Palm Beach solicitation number ITB 13-
14-407.
C. Contractor's response to solicitation number ITB 13-14-407 and any
subsequent information submitted by Contractor during the evaluation and
negotiation process.
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IN WITNESS WHEREOF, the City and the Contractor executed this Agreement as of
the day and year first above written.
ATTEST: CIT -J-9, RAY B H
Katerri Johnson , City Clerk SI` 1l Petrolia, or
Approv as to form and legal sufficiency:
Lynn.... n, City Attorney
CONTRACT
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STATE OF F 4.. .a.0,A
COUNTY OFm
The foregoing instrument was acknowledged before me this 4 day of ) ,¢ ,
20_ffo, by , as Gk., ame of officer or agent, title of
officer or agent), of Of N\ )4 (name of corporation acknowledging), a
(state or place of incorporation) corporation, on behalf of the corporation.
He / She is personally kngwn to me or has produced ( (type of
identification) as identification.
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�ocasr°r'e`^ Notary Public State of Florida
® Andrea caporali
My Commission FF 223109
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