Res No. 36-19 36 19
A Rf,S01 1 "110G;)I° 1111-" CITY 01, DLa1.).C.`N' 111-.ACH,
FI..G)RILTA AIbI°HGWIM3 AN VA11"H
S1U,'„"`~CA\ AGI X11 GLNERAL, C:;0° STRt CTIO d G),"y-1:1b NY'
12.1:11 \111::1.1TA 1()l1: VN1D RU',,P,A11Q
,A(;RLT,,A1I M' AM) TAKE All ACT"ANS NFUGSARY To
1 a 1 I ,G. 1 VI. 1,.) 11N .AM) ,f FUR C 11110 1.b1_°R.P �SIAS. �
VA 11 FREAK the CM of 1)e°ln:auy Beach ("Cart") is a aauthabrlzeal to enter into agre raacrits to provide
serbw::e q 1=rograaamOn g and lbn&nem s V m c.ora.laaneea with its G haaa:tc.,r; bane.
1 1-1q ,6.Gh:A!" the, G:"itn rtqtuxes s°uahnui; seer° and stormwaux a-dta1b 19cation and dimsmmmue
re paah; and
V11'1 <1G1°`AS flue„ &.nty d A.r s U) a.nwr Wo an a uy.Ga:eeanwnt' M Shenandoah General Constnua.don
G mnp anuy4 and
1X'IMtRa,A S, the (My y Mmmission dee°ans aal~mlarauW of this Res olaa ionu to be �n baa':, 'least �.n9a°aest
of the 1nu ith, saal.aa, and'ux a°l l ne�: anf dw ae nlaLa:nts 2nd e ithetns of the G,kv of Wry Beach and the }:>aalblic
at large,
m;)1 -- 1,I 1f u� r,(:9)R , III', rr G)➢ l:::g.11"'*ED BA-11 11 CITY G:°MINUSSIG.Y (W1 I (TT
goe°a recitals amlu�.m by° aaf.flrmed and rout- bed.
_�aa.atlapta .�. N`1na° Cnare°,,, ing r
a1:�abaa m: The. Uty (,abni.ana,sion'n of the 0tv of Dehav Mach has m6ewed and QW,
1
approves
s s
Salie°1 tuthi �a
Ita +blaucuat between Ciy} and a he n,aaaalla h General Conustruua*tlaann. G:�aoa�ul:baq, �7lnlamla
1°hc C;id�A C;arama°rnissil )n authorizes the Gaa„) Manager 9:o ex.ccaute the Aypn•aaeau°smut
an"na.'l any aa� e°.nualaiue°nat; arnel/abs a~a^;rue ,al;a tlaeretxb„ aanx1taketo ��f�1'eati ate thisaula:e: sena d:utl�aaar aaat:n.abnn�� rne,,ee�.,aau°,w,
Agreement,
f
"1M Re°.,mAuut lebn. MR bemreba�aae effective au. une°el.aatela upon. aaala:ml:)6A )nn..
1
... .... . ....
PA sl;T L AN I A- I 11"I'll) in regular session �.,,,)n the dav cA"
Shelly IVOt
as �ft.mnand lepal sufficlency:
n, tnt( C tv Attorney
MASTER CONTRACTOR/SERVICES AG ;IIS
THIS AGREEMENTis made by and between the City ofl)elray Beach, a Florida municipal
corporation (hereinafter referred to as "City"), whose address is 100 NW I" Avenue, I I)elray Beac[i, FL,
33444 arid Shenandoah General Construction Company, (hereinafter referred to as "Con tractor"),
a 1 4- St. POI'Tipano Beach, FL 3,�)069,
authorized to do business in Florida, whose address is 1888 N[' yrd
...... 20.N.
WHEJU1�A,S, the City desires o) purchase products and serrVices required for sanitary sewer and
storrnwater rehabilitation and in frastruo,tire repair; and
WHEREAS, the City, desires to procure these products and services frown Contra.ctor utilizing
cAisting contrad prices provided to the C.ity of West PaIrn Beach, Florida PUrsuant Iro its s()Iicitatriojj
number 14-15-119, "Sanitary Sewer and Stormwater Rehabilitation and Infrastructure Repair"'
conducted in West Palm Beach Florida; and
WHEREAS, in accordance with solicitation number 14-15-119, the City of West Palm Beach
entered into as three-year agreement with Contractor for products and services effective September 21,
2015 through September 20, 2018, which contained an option(s)to renelw f6r tAvo, one-year extensl ons
and
WHEREAS, the City desires to purchase products and services frorn Contractor on the same
terms, conditions, arid pricing provided under solicitation number 14-15-119, sub,ject to the terms and
condib(ms of this Agreement, the City"s Purchasing ordinance, and Florida law'; and
WHEREAS, the Contractor agrees to extend the terms, conditions, and pricing ofsolicitation
nurriber 14-15-1 1 to the City, subJect to the tern-ris and conditions ofthis Agreeffrent.
NOW, "I"HEREFORE, in consideration eat`the mutual promises contained herein. and other good and
valuable consideration ofwhich the parties hereto acknowledge, the partics aiVee as follows:
I The above recitals are true and correct and are incorporated herein by reference,
2 'Fhe ("ontractor shall provide to the City sanitary sewer and stormwater rehabilitation
and infrastructure repair go()ds and services in accordance with and pursuant to the sarne ternis,
conditions, and pricing(Asolicitation number 14-15-l l 9 procured I-)y the City of West, Palm Beach.
"I'lik Agreement is in Full 16rce and effect upon, Full execution by the City For an annual
not-to-exceed arnountof:'Six frJundred 'Twenly Thousand and 00/100 Dollairs ($620,000.00).
4 The Contractor shall provide to the City sanitary sewer and stormwater rehabilitation
and infrastructure repair 1,.Y,00ds and services m accordance with and pursuarit to the sarne terms,
conditions, and pricing ofsol icitation nurnber 14-15-119 procured by the City of"West Pahn Beach.
5 Fhis Agreement shall terminate December 31, 201.9
6 The City, at its sole discretion, reserves the right to terminate this Agreement with or
without cause irnMediately upon providing written notice to On-aractor. 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 solejudge of"reasonable costs."
7 The Contactor ceftifies that the price and rate represents the lowest price and rate for the
products and services of any contract between the Contractor arid arky other governmental entity Wirjjjfn
the State offlorida.
8 Fhe ("ontractor shall indernnify and hold harmless the City and its officers, employees,
agents, and instrurnentalitriCS firorn any and all liability, k)sses or darnages, including attorrney®s fiecs
and costs of defense, which the City or its officers, employees, agents, or instrumentahties may incur
as ,an result ofelairns, demands, SUkS, causes ofactio ns„ or proceedings (�)fany kind or nature arising out
of, relating to, or resulting frorn the performance of'the agreement by the Contractor or its employees,
agents, servants, partners, principals, or subcontractors. T'he Contractor shall pay all claims and losses
in connection thcTewith, and shall inveSIrigate and defend all claims, suits, or actions of any kind or,
nature in the narne of the City, where applicable, including appellate proceedings, and shall pay all
costs. Judgments, and attorney's fees which unary be incurred thereon. The Contractor expressly
understands and agrees that an insurance protection required by this Agreement or otherwise provided
by the Contractor shall in no way firnit the responsibility to indemnify, keep arid save harmless, and
defen,d the City or its officers, ernployees, agents, and instrumentalities as herein provided the
obligations of this section shall survive die terrn of this kgreerrient.
9 Whenever either Party desires to give notice to the other, such notice must be in writing,
sent by certified United States Mail, pomage prepaid, return receipt requested, or sent 1)), commercial
express ctrrier with acknowledgement of delivery, or by hand delivery with a. request. for a written
receipt ofacknowledgment of'defivery, addressed to the party for whom it is intended at the place last
specifie,d. The place for giving notice shall remain the, sarne as set forth herein until changed in writing
in the rnanner provided in this section, For the present, the Parties designate the fiollowing:
F'or CITY
City of Delray Beach
100 V. "e Ist Avenue
Delray Beach, Florida 33444
Attn: City Nlarnager
For CONTRAc,"rOR
Shenandoah (3eneral Construction Company
1888 NW 22nd St,
Pompano fleach, U1, 33069
faun; Daniel DiMura
10 Neither this Agreement nor, any right or interest herein shall be assigned,, transferred, or
encumbered without the wrilten cnisenl.of'the 01rher Patly.
I I This Agreement shall be construed in accordance wuth the City of Delray Barnes's Code
of Ordinances and the la-,A,s of the State of f1orida, Any dispute relating to this Abp,-eement shafl only
be Filed in as court ofcompetentjurisdiction in Palm Beach ounty, Florida, and each of the parties to
this Agreement subinits itself'to thejurisdiction of such coull.
12 IF THE COSPL RACTOR HAS QuEsFIONS REGARDING rHE APPLICATION
OF CHAvrER 119, FLORIDikSTATUTFIS1 TO THE CON'TRACTOR'S DIJTY TO PROVIDE
P(MLIC RECORDS REEATING TOTHIS AGMEEMEN'T, CONTAcurtlE cus"rODIAN OF'
PUBLIC' RECORDS AT CITY OF DELRAY BEACTI, CITY CLERK, 100 N.W. Is' NVE.,
DELRAY BEACH FLORIDA. THE crry CLERK'S OFFICE MAI' BE COWACTED Jill"
PHONE x,r 561 243-7050 OR VIA.EMAIL AT
CITY( IIERK� X),.',LmmLA,RAY'BEA,4 ALCOM.
..................................................
a., Contractorshall comply witli public records laA,s, specifically to:
Keel) and maintain public records required by the ('I ity to perform the service.
Upon request 1'rorn the City's custodian ofpublic records, provide the 0ty with a
Copy of the requested records or allow the records to be inspected or,copied lAithin a
reasonable tirne at as cost that does not exceed the cost provided in Florida Statute or
as otherwise,provided by law.
Ensure that public records that are exempt or confidential and exempt ftorn public
records disclosure requirements are riot disclosed except as arithorized by 1mv for
1he duration of the AjTeement term and following completion of the Agreernent. it'
the Contractor does not transfer,the records to the City
uv. 1Jpon completion of' the Agreer-r-tent, transfer, at no cost, to the City ,all public,
records in possession ofthe C',ontractor or keep and maintain public records IT-ClUired
by the City to perf'orm the service. Ifthe Contractor transfers app public records to
the City upon completion of' the Agreernerit, the Contractor shall destroy any
duplicate public records that are exerript or confidential and exerript frorn public
records disclosure req uirernents. If Jrhe Contractor keeps and inaintapns public
records upon completion of the Agreement, the Contractor shafl rneet all applicable
requirements for retaining public records. Ail records stored electronically rnust be
provided to the City, upon request from the City's custodian OfpUbhc records, in a
format t hat is compatible with the information technology systems ofthe City,
V. 11' the Contractor does not cornply 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.
13 ontractor is aware that the Inspector General of'Palni Beach County has the authority
U) investigate and audit matter's relating to the negotia6on and perfbrrnance ofthis contract, and rnay
dernand and oblain records and testiniony froM ("011tractor and its subcontractors and lower tier
subcontractors. Contractor understands and agrees tf-iat in add4ion lo all other remedies and
consequences provided by law, the failure cff C,ontractor or its subcontractors and lower ti(,-,r
subcontractors to fully cooperate with the Inspector General when requested may be deemed by the
Cit justif,
y to be a material breach ofthisAgreernent ving its terrnination,
14 The continuation of this Agreement beyond the end of any I isc .i year shall be subJect to
Death the appropriation and tiw availability offunds in accordance with F'k)rida law.
15 The documents listed below are as part ofthis Agreement and are hereby incorporated by
reference. In the event of inconsistency between the docurnents, unless otherwise provided herein, the
terms of the following documents will govern in the following order(A'precedence:
a. Terms and conditions as contained in this Agreement.
b. "Ferms and Conditions of solicitation nurnber 14 15-119 procured by the City of W"est
Palm Beach.
I
C. Clontractor's response to soficitation nuniber 14-15-119 and any subsequent information
submitted by (.on tractor during the evaluation and negotiation process,
[Rernainder of'page intentionally left blanl(I
Ifs WITNESSWRF REOF,F,thy* (ity arid the Contractor eXeCLIted phisAgreeIl ent as of the day
arid year first above written,
ATTEST� CITY OF DLARAY' BEACH
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r x4Dr 1 �.;rt,y ��^r1c �r�r. rrz crrr, Q�sa.tY r ager.,
Approved form �r f la1gal sufficiency:
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Print. N rne- Daniei B.:DiMkira
Tide: Vice President
fSEl ALl
",ATE OF R°turf
(.°Of.NTY :fF Broward
The foregoing instrument was acknowledged before rr°e this tD day of November 0 18, by
DwiiO DMura r g Vice President rr.rrme of off rc
r or agent, tltic: of officer or agent),
aDh.nandoah Gene'r.al Const. Co, rr me of"...corporation aa;fa`novvl <�f lr g'), � Flrrhda .... . ( trate or
rr1Po �
place of. incorporation) corporation, on half'of"the corporation. f.fe 1She is personally lc.rDa:�wn to me
or has 1Drr:D a.rc ri Known to rnr,......._...._........ .... .......m............. . ....m.... 1 t� �r f r:l r°rtr f�r�arrt.lr':D gas 1 entf c atf rrm
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Notary Pub is tatc/of F.ar°error �.���.............