Res No. 143-18 RESOLUTION NO. 143-18
A RESOLUTION OF THE QTY OF DELRAY BEAC1-3,
FLORIDA APPROVING AN AGREEMENT WITH FERGUSON
ENTERPRISES, INC. FOR BRASS FITTINGS AND
ACCESSORIES; AUTHORIZING THE CITY MANAGER TO
EXECUTE TIE AGREEMENT AND TAKE ALL ACTIONS
NECESSARY TO EFFECTUATE THIS AGREEMENT;
PROVIDING AN EFFECTIVE DATE; AND FOR OTHER
PURPOSES.
W IEREAS,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 brass fittings and accessories for the purpose of creating and
maintaining City utility systems,and
WHEREAS,the City desires to enter into an agreement with Ferguson Enterprises,Inc.,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 BEACK 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 Ferguson Enterprises, Inc., 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.
PASSED AND ADOPTED in regular session on the day of
b.�
ATTEST: 1A Y O R
Katerri Johnson,WClerk
Approved„as to form and legal sufficiency:
orney w
2
City of Delray Beach
P2019-003 Agreement with Ferguson Enterprises
Brass Fittings and Accessories
Exhibit A to Resolution No. 143-18
MASTER CONTRACTOR/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 Ferguson Enterprises, Inc., a Virginia Corporation
(hereinafter referred to as "Contractor"), authorized to do business in Florida, whose address
is 3697 Interstate Park Road S, Riviera, Florida 33404, this day of ,
20 (b.
WHEREAS, the City desires to purchase brass fittings and accessories; and
WHEREAS, the City desires to procure these goods and services from Contractor,
utilizing existing contract prices provided to the City of Boynton Beach, pursuant to its
solicitation number 040-1412-18/MFD, for brass fittings and accessories; and
WHEREAS, in accordance with solicitation number 040-1412-18/MFD, the City of
Boynton Beach entered into a one-year agreement with Contractor for goods and services
effective October 17, 2018 through October 16, 2019, with the option to renew for an
additional two years; and
WHEREAS, the City desires to purchase goods and services from Contractor on the
same terms, conditions, and pricing provided under solicitation number 040-1412-18/MFD,
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 040-1412-18/MFD 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 brass fittings and accessories for the
City, in accordance with and pursuant to the same terms, conditions, and pricing of
solicitation number 040-1412-18/MFD, procured by the City of Boynton Beach.
3 This Agreement is in full force and effect upon full execution by the City and
shall terminate on October 16, 2019, unless the City of Boynton Beach exercises its option to
renew. Upon proper execution of a renewal period by the City of Boynton Beach, this
Agreement will automatically renew.
City of Delray Beach
P2019-003 Agreement with Ferguson Enterprises
Brass Fittings and Accessories
Exhibit A to Resolution No. 143-18
4 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."
5 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.
6 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.
7 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
City of Delray Beach
P2019-003 Agreement with Ferguson Enterprises
Brass Fittings and Accessories
Exhibit A to Resolution No. 143-18
With a copy to:
City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, Florida 33444
Attn: City Attorney
For CONTRACTOR:
Ferguson Enterprises, Inc.
3697 Interstate Park Road S
Riviera, Florida 33404
Attn: Drew Petonick— Sales Representative
8 Neither this Agreement nor any right or interest herein shall be assigned,
transferred, or encumbered without the written consent of the other Party.
9 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.
10 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT
CITY OF DELRAY BEACH, CITY CLERK, 100 N.W. 1sT AVE., DELRAY
EACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED BY
PHONE AT 561-243-7050 OR VIA EMAIL AT
CITY LER Y EL Y E .0
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.
City of Delray Beach
P2019-003 Agreement with Ferguson Enterprises
Brass Fittings and Accessories
Exhibit A to Resolution No. 143-18
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 the City of Boynton Beach solicitation number 040-
1412-18/MFD.
f
C. Contractor's response to solicitation number 040-1412-18/MFD and any
subsequent information submitted by Contractor during the evaluation and
negotiation process.
[Remainder of page intentionally left blank]
City of Delray Beach
P2019-003 Agreement with Ferguson Enterprises
Brass Fittings and Accessories
Exhibit A to Resolution No. 143-18
IN WITNESS WHEREOF, the City and the Contractor executed this Agreement as of the day
and year first above written.
ATTEST: CITY OF DELRAY BEACH
4t &ei
By:
Katerri Johnson°, City Clerk Mark R. Lauzier, Ci Manager
Approve as to form and legal sufficiency:
CONTR CTOR
By:
Print Name: .
Title:
(SEAL)
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foreg '„ r4ame-'A ng inument was acknowledged before me this day of any20/`, , by r&j , as (name of officer or agent, title of
officer or agent), of (name of corporation acknowledging), a
....... (state orplace of incorporation) corporation, on behalf of the corporation.
(Hey She"is ersonally known•,••6 me or has produced (type of
identification) a fio.
sid�etific�a�'ion.
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SECRETARIAL CERTIFICATE
OF
AUTHORIZATION
The undersigned Assistant Secretary of Ferguson Enterprises, Inc., a Virginia corporation
(the "Corporation"), hereby certifies that: i) certain of the Corporation's facilities in .Florida are
doing business as Ferguson Waterworks, and ii) Drew Petonick is Municipal Salesman in Florida,
and iii) that the resolutions adopted by the Corporation's Board of Directors effective July 31,
2017, duly authorize certain of the Corporation's officers, including the Assistant Secretary, to
designate, and I hereby do so designate Drew Petonick as an authorized representative of the
Corporation to act for and on behalf of the Corporation to prepare and submit bids and proposals
to the Corporation's customers, to enter into contracts, agreements or other documents, and to
execute such documents and undertake all such acts as may be deemed in the best interest of the
Corporation, including the execution of bonds and in doing so, to contractually bind the
Corporation. Unless withdrawn sooner, this certification of authorization shall be effective until
July 31,2019.
Dated: May 8,2018 ���ti r t��� FERGUSON ENTERPRISES, INC.
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--►U : David Meeker, A�sistant Secretary
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Commonwealth of V`• in �A�'•••• �~
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City of Newport News i��r tj i I►1��
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Sworn to subscribed and acknowledged before me this 8th day of May, 2018,by David N.
Meeker, personally known to rue, in his capacity as Assistant Secretary of Ferguson Enterprises,
Inc., a Virginia corporation, on behalf of such corporation.
Notary—Beverly Konkel Lang �.�ro rr7T1 '�..
My commission expires: September 30,2022
4J: MY
COMMISSION
NUMBER
764973
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