Res No. 34-19 R- 1','SCA1T11C)N NO. 34-19
A RESC)LU`I1(,)N OF (-1FY OF DELRAY BEA(I-L FLOR[DA.
APPROVING AN A(.,,RF1EMENrf W11f SOL1111ERN ST'AR
WNIRACTOKS, INC FOR WA:1`f'R 1'REXMffW1' PLANT
UPGRADES AND IMPROVEMENn; AU11K)RIZING TIE, CM'
MANAGER '1'0 EXEVUYE, ACS REEM.EN'1' AND 'I . E ALL
A(--,11(,)NSNF,,(T-,SS.ARY 'F0 Er`FT,(-RJA'1'E UHS A(.-,RFEW.,,r1rF;
PR()VIDING AN EFFECTIVE DKM,; AND FOR O'11-IER
PURPOSES.
WHEREAS, the City of Delray Beach � Clt ) is authori7ed to enter into agn.!ernents to provide
services,prograrnming and products in acconiance with its Charter,and
WT fE,REAS, the, City rcqttims water treatment plat-it upgrades and improvement-s for the purp ose of
repairing and replacing cLuifiermd drain valves;and
Wf °. .S,the (gry desires to enter into an agreement with Southern,Star(..�)ntractors, hic.; and
W1-1r,.,R1'.`,AS, the City Conu-nission deerns approval of this Resolution to be it the best kiterest of the
health, safety,and welfim of the residents and citizens of the City of Delray, each and the public at,large.
NOW, 'nlf.a:REFORF, BE 1' CMDF DAIN-Ef FAY "n-QF, C11Y (UMNUSSION C)F' Tl*', (.11Y OF
D E LRAY BE AQ L F10R]DA, AS FC)i 1OWS:
Section 1. '"rhe foregoing recimis are hereby aff inned arid ratif ied.
Section.2, 1he City Cbminission of the Gty of Delray Beach has reviewed and hereby approves
this Agmement between the (ky and Southern Star Cbntractors,, Inc., which Ls attached to this Resolution as
Exhibit"A."
Section 3. The City G)mrnission autborizes the City.Manager to execute the Agreement and any
an-iendment-s and/or renewals thereto,and take, any other actions necessary to eff-ectuate this Agreement.
Section 4. 'Ibis Resolution shall becoi,-ne effective, inunediately upon adoixion.
PASSED AND ADOPFF,'D in regular sessi,54,.,-Qj1 'Ada, q 201.9.
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e Ni,Interim (�ty Attomey
City of Mray Beach
ITBC No.201.8-049
WaterTreatment Pant Upgrades and Prriprovernents
Project Nos.1°7-037,17-038,17-039
AGREEMENT
THIS AGREEMENT is hereby made and entered into this day of.. r"Cxvz, , 20 Af, (the
effective date") by avid between the City of Delray Beach,a Florida municipal corporation("City"),whose
address is 100 N.W. 1,1t Avenue, Delray Beach, Florida 33444, and Southern Star Contractors, Inc.,a Florida
corporation (hereafter referred to as"Contractor"), whose address is 11095 162nd Place North,Jupiter, FL
33478.
WHEREAS,the City desires to the Contractor to provide the services in accordance with the City's
Invitation to Bid Construction No. 201.8-049, and the Contractor's response thereto, alU of which are
incorporated herein lby reference.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereafter set forth,
the Contractor and the City agree as follows:
ARTlC11 E 1. INCORPORATION OF INVITATlON TO BID CONSTRUCTlON
The terms and conditions of this Agreement shall Include and incorporate the terms, conditions,
and specifications set forth in the City's Invitation to Bid Construction INo. 2018-049 and the Contractor's
response to the Invitation to Bid Construction, IncludIng all documentation required thereunder.
ARTICLE 2. DESCRIPTION OF GOODS OR SCOPE OF SERVUS
The Contractor shail provide the goods and/or perform those services identified in the
specifications accompanying the City's Invitation to Bid Construction, which are incorporated herein by
reference.
ART1 CLE 3. COMPENSATlON
The City shall pay to the Contractor, in compliance with the Pricing Schedule attached hereto and
incorporated herb n, according to the terms and specifications of the referenced invitation to Bid
Construction.
ARTICLE 4. MISCELI.ANEOUS PROVISIONS
a. 6o ti c..e FQ r.m. a 1. AU notices or other written communications required, contemplated, or
permitted under 'this Agreement shall be in writing and shall be hand delivered, t0ecorvimann ated, or
mailed by registered or certified mail (postage prepaid), return receipt requested, to the following
addresses:
L As to the City.- City of Wray Beach
100 N.W. 1'Avenue
Delray Beach, Florida 33444
Attri: City Manager
Email.- I auzierM@mydeiraybeach.com
Page l 1.
Exhibit A to ResOution No.34-19
City of Mflfay Beach
ffBC No.2018 049
Water Treatment Nant kjpg1rades and nnqxovernents
Project Nos.17-037,17-038,17-039
iL with a copy toCity of DOray Beach
100 WW 1"Avenue
Wray Beach, Horida 33444
Attn: City Attorney
Emaik GeiviL@irnyde�vaybeach.corn
di. As to the Contractor: Southern Star Contractors, lnc.
11095 162"11 Mace North
Jupiter, Horida 33478
Attn: John Iyons, President
Ernaik southernstarcontractor-s@gmail.com
b. ad i.' . The headings contained 41 this Agreement are fair con
r venience of: reference
�e nps,
on�y, and shall not fimit or otherwse affect 41 any way the meaning or interpretation of this Agreernent.
C. Effective-Date. 'rhe effective date of this Agreement shall be as of the date it has been
executed by both the parties hereto,
d. F"s c a' 'Fundin"g. The City's oWigation pursuant to this agreement Is specifically
continent u
gpon the �awU appropriation of funds. Failure to [aWfUHy appropriate funds for any
contract or agreement awarded shall result in automatic termination of the contract or
agreement.
e. Pubfic Records. ff" CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
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OF CHAPTER 13.9, FLORIDA STATUTES,TO ITS DUTY To PROVIDE PUBUC RECORDS RELATMG .1...0 0
THIS AGREEMENT, ITSHALL CONTACT THE CUSTODIAN OF PUBLIC RECORDS Al-MY OF DELRAY
BEACH, 0TY CLERK, 100 N.W. IST AVE., DEFRAY BEACI I FLORIDA. THE CITY CLERKS OFFICE MAY
BE CONTACTED BY PHONE AT 561-243-7050 OR VIA IEMAIL AT
CFTYCLE RK@MYDELRAYBEACH.C(.)M.,
Contractor shall cornply with pubhc records laws, specifically to:
L Keep and maintain pubbic records required by the Licensee to perforim the
service.
iL Upon request from the Ucensee's custodian of'pubfic records, provide the
Licensee with a copy of the requested records or aHow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in Ficirida
Statute or as otherwise provided by law.
ii[. Ensure that public records that are f,-,,xernpt or confidentW and exempt
from public records disclosure reqWrements are riot disclosed except as authoirized by
Iaw for the duration of the AgreeMent term and foMwing completion of'the Agreement
if Contractor does not transfer the records to the Licensee,,
Page 12
Exhbt A to Resdution No.
City of Dek ay lBeach
1W''No2018-049
Water I reabnent Mant Upg�ades and Ornproveirnents
Projec!t Nos,3 7-037,17-038,17,039
iv. Upon cornpletion of the Agreernent, transfer, at no cost, to the Licensee
all public records in possession of the Contractor or keep and rna4ita4-i pubfic records
required by the Licensee to perform the service. IIf Contractor transfers all public records
to the Licensee upon completion of the Agreement,Contractor,shall destroy any duplicate
public records that are exempt or confidential and exempt frorn public records disclosure
requirements. if Contractor keeps and maintains public records upon completion of the
Agreement, it shall meet all applicable requirements for retaining public records. All
records stored electronically must be provided to the Uce�isee, upon request from the
Licensee's custodian of public records, in a format that is compatNe with the information
technology systems of the Licensee.
V. if Contractor does not comply with this section, the Licensee shall enforce
the contract provisions in accordance with the contract and may unilaterally cancO this
contract M accordance with state haw.
f. ta.5jp q_�'tor Gen"e"ral. Contractor is aware the lnspector GenerA of Mrn Beach
County has the authority to investigate and audit matters r0ating to the negotiation and
performance of this contract and r-nay dernand and obtain records and testimony from Contractor,
and its sub licensees and lower tier sub licensees. Contractor understands and agrees that in
addition to all other reme&es and consequences provided by law, the failure of Contractor to
fully cooperate with the lnspectoir General when requested may be deemed by the IJcenseee to
be a material breach of this Agreement justifying its termination.
9. . . .i Ynment. Contractor shail not assrt, transfer, hypothecate, or otherwise
dispose of this contract, including any rights, dtle, or rnterest therein, or its power to execute
such contract to any person, company, or, corporation without the prior wrrtIten consent of the
City. Assignment without the prior consent of the City rnay result intermnation of the contract
for default.
h. 'nd emni'f"ication. Contractor shall indemnify arid hold harmless the City and its
officers, employees, agents, and instrumentalities frorn any and all liability, losses or damages,
incWding attorney's fees and costs of defense, which the City or its officers, empioyees, agents,
or instrurnentalffies may incur as a result of ciaims, demands, suits, causes of actions, or-
proceedings of any kind or nature arising out of, r0a,dng to, or resuffing from the performance
of the agreement by Contractor or its employees, agents, servants, partners, principals, or
subcontractors. Contractor shall pay all claims and losses in conne0on 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 ail costs, judgments, and
attorney's fees wNch may be incurred thereon. Contractor expressiy understands and agrees
that any insurance protection required by this contract agreement or otherwise provided by
Contractor shall in no way linift the responsHAity to indemnify, keep and save harimless, and
defend the City or its officers, employees, agents, and instrumentalities as herein provided.
Page i 3
Exhibit A 1o RescAution No,
O of[Wray Beach
�TBC No,2018-049
Water Treatment Mant Upgrades and Vmprovernents
Pmject Nos.17-037,1.7-038, 17 039
r. TerrrOnation. 'The City, at its soe discretion, reserves the right 'to terminate this
agreement with or wW,iout cause imrned°at6y upon providing written notice 'to Contractor'.
Upon receipt of such notice, the Contractor shall not incur any additionap costs under the
contract. The Oty shaH be HaWe only for,reasonabie costs incurred by the Contractor prior to the
date of the notice of termination. The City shall be the solle judge of"reasonable costs."
j. P'erform ante'. The City reserves the right to terminate this contract, in part, or in
whoie, or p�ace Contractor on probation in the event Contractor Bills to perforry-I in accordance
with the terms and conditions stated herein by providing written notice of such failure or defauk
and by specifying as reasonable time period within which Contractor rnust cure any such fadure
to perform oir default. lf Contractor fails to cure the default within the time specified„ the City
rnay 'then terminate the subject contract by provid4-ig written notice to Contractor. 'The City
further reserves the right to suspend or debar Contractor in accordance with the appropriate Cavity
acrd'naices® resolutions, and/or policies. The vendor,will be notified by letter of the City® intent
to terrninate. ln the event of termination for default, the City may procure the reciOred goods
and/or services from any source and use any rnethod deer ned 4-1 its best interest, All re-
procurement costs shall be, borne by Contractor.
k. Law and Venue. This contract and all transactions contemplated by this
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agreeryient shall be governed by and construed and enforced in accordance with the laws of the
State of Florida without regard to any contrary conflicts of law principle. Venue of 0 proceedings
in connection herewith shall lie exclusivOy in Palm Beach County, Florida, and each party hereby
waives whatever its respective rigl,-its may have been in the selection of venue.
L 'Fees au
and Costs. It is hereby nderstood and agreed that in the event any lawsut
i
in the judicial system, federal or state, is brought to enforce comphance with this contract or
interpret same, 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.
M. Writtennt.
A rg�e Me... This document represents the final and complete
understanding of the parties and incorporates or supersedes all prior negotiations,
correspondence, conversations, agreernents, and understandings applicable to the matter's
contained herein, The parties agree that there is no commitment, agreement, or understanding
concerning the subject matter of this License that is not contained 4n this written document.
According, y, the pardes agree that no deviation frorn the terms hereof shall be predicated upon
any prior representation or agreement, whether oral or written.
n. J unt Drafted. The pardes hereto acknowledge that they have sought and
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received whatever competent advice and counsO as was necessary for them to form a full and
cornppete understanding of aH rights and obhgadons herein and that the preparation of this
Agreement has been as joint effort of the parties, the language has been agreed to by parties to
Page p 4
Exhibit A to Resdubon No,
City of DOray Beach
H13C No.2018-049
WateT 11neabnent Plant klpgades and 8rnprovevnents
Pv oject Nos,17 037,1 T-038,17 039
express their ma,tuall intent, and the resuffing docurnent shaH not, soWy as a matter of pudiciiai
construction, be construed more sever0y agaiinst one ofthe parties than the other.
0. Modificatio-n'. No modification, amendment or a[teratioiri of the tern us or
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concIffions contained herein shaH be effective unless contained in a written document executed
by the parties hereto, w0i the same for ma and of equal dignity herewith.
ARTU.E 5CONTRAUTERM
This term of this Agreerneint shall The from the effective date through the completOn of work and
full acceptance by the City, unless terminated ea cher in accordance wrth terms set forth in the H-13C.
(Remainder of this page is 4vtenflonaHy left blank.)
Page 15
Exhbt A to ResoWfion No,
Oty of Della any Beach
PIC No.2018-049
Water'Treatment Man t Upgrades and 4rpovernents
Project Nos,17-037,17-038,17-039
W WU TNESS WHEREOF, the parties have executed this Agreernent on the dates her6nafter written,
CITY OF DELRAY BEAG f, FLOWIDA
(SEAL]
BY:
Mark I,auzier, C�i.ty 7ger
ATTEST:
BY:
Kateru Johnsq , City CleH(
APPROVED AS 1-0 FC RD AND
SUU
1.EGAL. FFENC Y
4'*in ' intehrn City Attorney
co im r RAC'
Ilk,
(SEAL] Y:
.12&.......... LIPS,
Printed Name
fifle
STATEOF
C0UN'TY0IF"X 1&4'
'Orp 0 r before me this day of 2019, by
f eT
(name of officer or agent, titie of off cm or agent),
-'stivi-"iwae rporation acknoMedging), a (state or
p�ace of incorporation),corpoir tion,on behaff of the corporatio
n. He�Slhe as personaHy known to me
or has produced
(type dentffication) as identification.
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ry Pubi c Stat
P�Jmejs Page 6
Exhibit A to Resdution No, NOTARY PUWC
-.,aTATE OF FLOWDA
Expires 5/1612021