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Res No. 27-19 RESOIA111C)NNO. 27-19 A ;SOL 1°10N OF '11 IF, CITY OF DEIRAY BEACH, F.L(DRIDA APPROVING AN AGREEM"NT WI'111 SES, INC. D/B/A SOUITIERN SEWER EQUIPME'N'T S FOR VA.CXDN AND SCHWARZE OEM PARI'S AND SERVICES; A1_J"11K)RIZING 'IM (ITYMANA(3,ER TO EXEC111TAW, A.GRFEMF,,Nr AND TAKE ALI, AMIC)NS NECTSSARY TO Ef,FE(,T'U.A'.IT_', THIS AGRT,'E `Nr-' PR(NIDINGANEFFT( "1°; 1 ."TE;AND FC)RO'ftiFRPLTFJ-'OSES. ..1F'RE S,the(.ity of Delray Beach CC'City is authorized to enter into agreements to provide set-vices, pr­ograrrirrning and pmducts inaccordance with.its Charter;and 1T: °,M,the C,ity-requires Vac.(-bn and Schwarm original eqtriprnent nunufacturerparts and services for the purpose� of rnaintaining arid servicing(-ity.owned street sweepers arid vacuum trucks;and WFMIREAS, d-te Gty desires to enter into an agreement with SSES, Inc. d/b/a Southem Sewer Eqtiprnent Sales; and WHEREAS, the Cky(bmmission deeins appnwal of th.Ls Resolution to be in die best interest of the health, safety- and welfianof the residents and citimns of the (" of Delray Beach and the pubfic at large,. City NCM' THERF.,E(,)Rl;.,, BE 11" C ., BY 11 IF ( 11.e (-.X..)?VMSSIC)N OF '11-1E ("TIA" OF, DELRAY BEACJ.L FLORIDA,AS F(,,)Ll,(')Ws: Section....J. 'llieforegoing recitals are hereby affirmed arid rati.f red. S. ..e..c.l.i.P.R.2.... Tlie Gty(: )rnrbsion of the Gty of'Dehay each has reviewed arid hereby approves this Agreernent between the (Ity and SSES, Inc. d/b/a Southem Sewer Ecppnient Sales, w1iich is attached to this Resolution as Exhibit "A." Section 3. 'Me Oty(�bn-imission authorims the City Mareager to ex.ecute the Agreement arid any arnendi-nents arid/or renewals d-tereto,and take any other actions necessary to effectuate. this. Agreement. Section 4. This Resolution slut l become effective immediately upon adoption. PASSED ANDAM-I'MD in regular session on the 2019. ATI�S AYOR ............... .............. Katerri joluis' _'jtY erl t &ty A.pp r ",ove as to,Forme arid Legal Sufficiency- .............................................. rim Gty Attorney City of Delray Beach 2019 CDC 1 Agreement for Vac-Con and Schwarze F.'arts arid Service Exhibit A to Resoiubon No 27-19 AGREEMEN I I HIS AGREE MEN I is made by and between the City of Dekay Beach, a Rorida munu61pM torpor afion (hereinafter referred to as City':'), whose address is 100 lq,W ls" Avenue, Dekay Beach, p:::I 33444 and SSSS, Mc. d/b/a Southern Sewer Equipment Ues, a Florida Corporation (hereinafter ref enred to as "Contractor"), whose address is 34.09 Undustrial 27 th Street, Fort Nerce, Il--lorida 34946, this,�`,_4.1 C . .... day of 201 .4..........n WHEREAS, the City has a need to procure Vac-Con and Schwarze orrginaU equipment manufacturer (herein referred to as "C'.)EM") parts and services to maintain arid service City-, owned street sweepers arid sewer vacuum trucks; and, WI 4EREAS, Vac-Con and Schwarze OEM parts and services are provided exckjsuvely through Contractor to businesses in the State of Rorida� and WHEREAS, the City has deemed Contractor a sole source for Vac­Con and Schwarze OEM parts and services in accordance withthe Purchasing PokU nd Procedures ManUaU, Se Source poficy (herein referred to as "Sore Sot..irce 1:::Ioky") nd WHEREAS, the City desires to obtain Vac-,Con and Schwarze OEM parts and services from Contractor LlUizing the SoUe Source Poky; and, WI IEREAS, the Contractor wflU provide Vac-Con and Schwarze OEM parts and services pursuant to negotiated quotes; and, WHEREAS, the Contractor agrees to provide Vac-Con and Schwarze OEM parts and services to the City in accordance with the terryis and condftions of this Agreement, NOW, THEREFORE, rin c(-.)nsideration of the rriutuaU promises contained herein and other good and valuaNe consideration of which the parties hereto acknowledge, the parties agree as folIow& 1 'The above rec-.1.i'Us are true arid correct and are incorporated herein by reference, 2 The Contractor shall provide Vac-Con and Schwarze OEM parts and services to the City in accordance with the tern-is and conditions of this Agreement, 3 The City shaUU pay the Contractor in accordance with the pdcing detafled un each quote 4 This Agreerrieint is un fu fl force and effect upon U11 execution by the City and shalU expire on December 6, 20,19. This Agreement may be renewed for u,:) to four (4) time. year rams waUs, subJect to Contractor's designation remaining as a sosource, City of Ddray IBeacch SS .01 9_001 AgreeftlEmt for Vac-Con and Schwairze Parts and Service Exhibit A to FZesdufion No 27-19 5 The City, at its sole discretion, reserves the right to terminate this Agreement with or without cause immediatejy upon providing wiritten notice to Contractor. Upon receipt of such notice, the Contractor, shalI not incur any additional costs under the Agreement. The City shall be liable only 'for reasonable costs incurred by Contractor prior to the data of the notice of termination. 'The City shalll be the salla judge of"reasonable costs," 6 The Contractor shalt indemnity and hold harmless the City and its officers, ampoyees, agents, and instrumentalities from any and all liability, posses or damages, including attorney's fees and costs of defense, which the City or its officers, employees, agents, or ion strumentahfies 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, phncipals, or subcontractors, The Contractor shalI pay MI claims and losses in connection therewith, and shah investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appeHate proceedings, and shaH pay all costs, judgments, and attorney's fees which may be incur-red thereon. The Contractor expresspy understands and agrees that any 4,-isuirance protection required by this Agreement or otherwise provided by the Contractor shall 0 no way krait the responsibility to indemnify, keep and save harmless, and defend the City or its officers, employees, agents, and instrurnentahties as herein provided the obligations of this section shall survive the term of ,this Agreement. 7 Upon request, Contractor shall provide certificates of insurance to the City evidencing its insurance coverage and naming the City as an additional insured. Such insurance shall be in an amount and form as described in Exhibit B and shall be delivered to the City prior to execution of this Agreement, If Contractor faft to provide the cerfificates of insurances in a form acceptable to the City, the City may immediatepy terminate this Agreement. 8 Whenever either Party desires to give notice to the other, such notice must be in writing, sent by certified Urifted States MaH, postage prepaid, return receipt requested, or sent by commercial express carrier with acknoMedgement 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 sarne as set forth herein until changed in writing in the manner provided in this section, For the present, the Parties designate the fol owing, For CITY: City of Delray Beach 100 N,W. 1 st Avenue Delray Beach, Florida 33444 Attn: City Manager City of D&ay Beach S52019.001 Agreernent kv Vac-Con and Schwarze Parts and rva ce Exhibit A to Resokhon No. 27-19 With copy to', City of Delray lBeach 100 N M 1 st Avenue Delray Beach, F::1oirida 33444 Attn' City Attonney For CONTRACTOR: SSES, Inc. d/b/a Southern Sewer Equipment Sales 3409 lindustrial 27th Street Fort fierce, Rorida 34946 Attn: Jenny Mitchem, Sales Coor&iator 9 Neither this Agreement nor any right or interest herein shall be assigned, transfenre,d, or encumbered without the written consent of the other Party. 10 Tlis Agreement st--aall be construed 4,1 accordance with the City of Defiray l3each's Code of OrOnances wind the laws of the State of Florida., Any dispute relating to this Agreement shall only be Mod in a court of competent jurisdiction in Palm Beach County, F lorida, and each of the parties to this Agreement submits itself to the ju6sdiction of such court, It is hereby understood and agreed that in the event any lawsuit in the judicial system, federal or state, is brought to enforce compliance with this contract. or inteq,:)retsame, or if any administrative proceeding is brought for the same purposes, each party shall pay their own attorney's fees and costs, including appellate fees and costs. 11 IF THE CONTRACTOR HAS QUES TIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA s I-A rUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT CH Y OF DELRAY BEACH, CITY CLERK, 100 N.W. IST AVE., DELRAY BEACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED BY PHONE AT 561-243-7050 OR VIA EMAIL AT CITYCLER,L(CcD,MYDE��LRAYBEACH.COM,. a. Contractor shall comply with pUbk records laws, specifically to: i. Keep and maintain public records required by the City to perform the service. ii. Upon reqUest frorn 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 frorn public records disclosure requirements are not disclosed except as authorized by Ilaw for the duration of the Agreernernt 'term and follow ng City of Delray Beach SS2019-001 Agreement fc)r Vac-Con and Schwarze �)airts and Seryice Exhibit A to ResdUtion No, 27-19 cornpletIon of the Agreernent 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 exerript or confidential and exempt from public records discIosure requirements, If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shO meet all applicable requirements for retaining public records. All records stored electronicaHy must be provided to the City,, uporl request from the City's custodian of public records, in a format that is compatible with the info irmation 'tech no logy 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 uniIateraHy cancel this contract in accordance with state law. 12 Contractor is aware that the Inspector Generap 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 aH other rernedies and consequences provided by Iaw, the fallure 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 materiai breach of this Agreement justifying its termination. 13 1 he continuation of this Agreement beyond the end of any fiscal year sha H be subJect to (both the appropriatior-i and the availability of funds in accordance with Florida law. 14 The documents listed beIow 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 docurnents will govern in the following order of precedence- a. 'Terms and conditions as contained in this Agreernent. b. The City's purchase order terms and conditions. [Remainder of page intentionally left Wank] City of Dekay Beach SS2019-001 Agreernent for Vac-Con and Schwarze F:Iarts and Service Exhbt A to ResoMion No. 27-19 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 Bye ­___ Katerri Johnson, City Clerk Mark. FOauz 4er, CitLyMa ger Al:,:)proved as to Q rn an ' legal sufficiency: ............ CONTRAC I OR By: ................... Print Name: Felr.i.x Derunori Tilde: Vi.ce Presi,deri.t . ......................... ................. (SEAL) STATE OF Flori.(.3a --- COUNTY OF::', St Luci.e I ......................­...,................... The foregoing instrument was acknowledged before rne thiS 4t-11 day of Ljarivai�Y 20,19 ..........__­...... by _Feli.rX aanauri as Vir(,7e Presi,derit ...... (iname of officer or agent, title of officer or agent), of (name of corporationacknowledging), a Flcx-Lda ... (state or place of incorporation) corporation, on behaff of the corporation. he....Hr nally_l Upn,to_m _e or Ihas produced (type of identification) as identification. o W 2 2 4y( L SINPVII NotaryPuMi ... .......... 616 City of [Mray Beach SS2019-001 Agreement for,Vac--Con arid Schwarze Parts and Service Exhibit A to Resolution No, 277 19 EXHIBIT B NSURANCE REQUREMENI"'S As required per task, insurance coverage is to be issued by an insurance company authorized, ficensed and registered to do business in the State of Horida, with the minirrium rating of B+ or better, in accordance with the West edition of A.M. Best's insurance GOde. This insurance shah be documented in certificates of insurance which provides that the City of Delray Beach shaH be notified at least thirty (30) days in advance of canceRation, non.., renewai, or adverse change, The receipt of certificates coir other docurnentation of insurance or poi icies or copies of policies by the City or by any of its representatives, which indicate less over than is required, does not constitute a waiver of Contractor's obiigation to fLI[fiH the insurance requirements herein, Deductibles must be acceptabie to the City of Delray Beach. Contractor shush provide insurance coverage as follows (as required): 1. Workers' Compensation Insurance — as required by law. 2. Ernpioyer`s Uability insurance - $100,000 per occurrence, $100,000 for each disease, and $500,000 for aggregate disease I Comprehensive Generall IiiabHity insurance with hmitts of not less than $1,000,000 per occurrence and $2,,000,000 in the aggregate for, Bodiiy injury and Property Damage. AH renewai or reps acement certificates of insurance shush be for-warded to the City Purchasing Department located at 100 N.VV. 1st Ave., Deiray Beach, FL 33444.