Res No. 78-19 RE SOLMION NO. 78-19
.A RES CAL UIION OF, TTIF CITY OF DEI-RAY BEAGi, FLORIDA
APPROVINGAN AGREENENT' WITIFIREKKER TRACXOR, LLC
FOR SCHWARZE OEM PARTS AND SERVICES; ALITHORIZING
TTIE MY MANAGER TO EXECIRT. T1-iE AGREENlENT AND
TAKE All, AMONS NECESSARY TO EFFEC-11JA711 THS
AGREENEW17; PROVIDING AN EFFECTIVE DATE; AND FOR
OTHER PURPOSES.
WHEREAS,the C*of Delray each ("City") is authorized to enter into agreements to provide services,
programming and products in accordance with its Charter,and
WIIF,RF.AS, the ( ty requires Schwarze original equipment manufacturer parts and services for the
purpose of maintaining and servicing City-owned street sweepers;and
VA-]E'RE AS,the Gty desires to enter into an agreement with Trekker Tractor,II-Q- and
WFE,RF AS, the City Commission deems approval of d-tis Resolution to be in the best interest of the
health,safety,and welfare of the residents and citizens of the Gty of Delray each and the public at large.
NOW, TIVRE.FORE, BE IT ORDAINED BYT`F1E (ITY CONMISSION OF THE CITY OF
DELRAY BlaAQ-�ITORIDA,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 Trekker Tractor,LJ-C, which is attached to this Resolution as Exhibit"A."
Section 3. The Cky Commission authorizes the C*NIanager to execute the Agreement and any
amendments and/or renewals thereto and take any other actions necessary to effectuate this Agreement-
Section 4. This solutions become effective immediately upon adoption.
PASSED AND ADOPTED in regular session on the --ilhday of i., 2019.
A7 T:
..........
Katerri johnso Clerk- ("S'' Petrolia, r
she yo
App tod legal su fficiency-
'
L;� City Attorney
C4 of Delray Beach
SS2019-008 Agreement for Schwarze Parts and Service
Exhibit A to ResoUion No. 78-19
AGREEMENT
THIS AGREEMENT is made by and between the City of Delray each, a Florida
municipal corporation (hereinafter referred to as "City"), whose address is 100 N.W. 1st
Avenue, Delray Beach, FL 33444 and Trekker rractor, LLC, a Florida Corporation
(hereinafter referred to as "Contractoi`�' , whose addres� is 12601 West Okeechobee Road,
Hialeah Gardens, Florida 33018, thisday of 2011
WHEREAS, ttie City has a need to procure Schwarze original equipment manufacturer
(herein referred to as "OEM") parts and services to maintain and service City-owned street
sweepers-,- and,
WHEREAS, Schwarze OEM parts and services are provided exclusively through
Contractor to businesses in the State of Florida-, and
WHEREAS, the City has deemed Contractor a sole source for Schwarze OEM parts
and services in accordance with the Purchasing Policies and Procedures Manual, Sole
Source policy (herein referred to as "Sole Source Policy"); and
WHEREAS, the City desires to obtain Schwarze OEM parts and services from
Contractor utilizing the Sole Source Policy-, and,
WHEREAS, the Contractor will provide Schwarze OEM parts and services pursuant to
negotiated quotes; and,
WHEREAS, ttie Contractor agrees to provide Schwarze OEM parts and services to
the C4 in accordance with 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 Schwarze OEM parts and services to the City in
accordance with the terms and conditions of this Agreement.
3 The City shall pay the Contractor in accordance with the pricing detailed in each
quote.
4 This Agreement is in full 'force and effect upon full execution by the City and
shall expire on March 19, 2020. Ttiis Agreement may be renewed for up to four (4)
additional one (1) year renewals, subJect to Contractor's designation remaining as a sole
source.
City of Dear Beach
SS2019-008 Agreement for Schwarze Parts and SeMce
Exhibit A to ReWution No. 78-19
5 The City, at its sole discretion, reserves the right to terminate this Agreement
with or without cause immediately upon providing w6tten notice to Contractor. Upon receipt
of such notice, the Contractor shall not incur any additional costs kinder the Agreement, The
C4 shall be liable only for reasonable costs incurred by Contractor prior to the date of the
notice of terminafion, "The City shall bethe of judge of"reasonable costs,"
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, 1partners,
principals, or subcontractors. The Contractor shall pay all claims and losses in connection
therewith, and shall investigate and defend all clairns, suits, or actions of any kind or nature in
the name of the City, where applicable, including appellate proceedings, and shM pay all
costs, judgments, and attorney's fees which may be 4icurred thereon. The Contractor
expressly understands and agrees that any irrnlsurr n 1prrotection required by this Agreement
or otherwise provided by the Contractor, shall in no way limit the responsibility to indernnify,
Peep 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 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 arnount and form as described in Exhibit A and shall The delivered to
the City prior to execution of this Agreement., If Contractor fails to provide the certificates of
insurances in a 'form acceptable to the City, the City may immediately terminate this
Agreement.
8 Whenever either Party desires to give notice to the other, such notice must be
in writing, sent by certffied United States MaH, postage 1prepaid, 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 spe6fied. 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 C11TY:
City of 1')elray Beach
100 NW 'I st Avenue
Delray Beach, Florida 33444
Attn: City Manager
City of Dekay Beach
SS2019-008 Agreement for Schwarze Parts and Service
Exhbt A to ResOution No. 7g3....1
With copy to:
City of Delray Beach
100 N. .. 1 st Avenue
Delray Beach, Florida 33444
Attn: City Attorney
I: or CONTRACTOR:
Trekker Tractor, Ll-C
12601 West Okeechobee Road
Hialeah Gardens, Florida 33018
Attn' Michael Cabrera, Governmental rerritory Manager
9 lq6ther this Agreemeint 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 relafing to this
Agreement shall only be filed in a court of competent jurlsfttion urn Palm Beach County,
Florida, and each of the parties to this Agreement submits itself to the jurisftfion of such
court. It is hereby understood and agreed that urn the event any lawsuit in the judicial system,
federal or state, is brought to enforce compliance 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,
11 IF THE CONTRACTOR HAS QUESTIONS REGARDIING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOWS DUTY TO PROVIDE
PUBL11C RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT CITY OF DELRAY BEACH, CITY CLERK, 100 N.W. 1ST AVE.,
DELRAY BEACH FLORIDA. THE CITY CLEWS OFFICE MAY BE CONTACTED BY
PHONE AT 1- 3- OR VIA EMAIL AT
CITYCI ERK!5ff_MyDEL,1RAYBEACH.00M
-----— . Contractor shall comply with public records laws, spe6fically to:
l. Keep and maintain public records required by the C4 to perform the
service,
uoa 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 41spected 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.,
iui. Ensure that public records that are exempt or confidential and exernpt 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 D6ray Beach
SS2019008 Agreernent for Schwarze Parts and SeMce
Exhibit A to Il sdufion No. 78-19
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 rneet 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 unformation 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 unilateraHy
cancel this contract In accordance with state law.
12 Contractor is aware that the Inspector General of PWrn Beach County has the
authority to Investigate and audit ran atters relating to the negotiation and performance of this
contract, and may demand and obtain records and testimony from Contractor and its
subcontractors and lower bier 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 ran be deemed by the City to be a material breach of this Agreement
justifying Its termination.
13 The contrinuation of this Agreement beyond the end of any fiscal year, shall be
subject to both the appropriation and the avaflabiI14 of funds In accordance with Florida law.
14 The documents listed below are a part of this Agreery-ient and are hereby
incorporated by reference. In the event of inconsistency between the documents, unless
otherwise provided herein, the terrns of the following documents will govern 4) the following
order of precedence:
a. "rerms and conditions as contained in this Agreement.
b, 'The City's purchase order terms and conditions.
[Remainder of page Intentionally left blank.)
City of Delray Beach
SS201 - 08 Agreement for Schwarze Parts and Service
Exhibit A to Resolution No. 78®1
IN WITNESS WHEREOF, the City n Contractor executed this Agreement as Of
the day and year first above written.
ATTEST: CITY OF DELRAYBEACH
aterri John!, City Clerk Neal de Jesus, Interim City tanager
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Lynn, City ttorney
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City of'DOray each
SS2019-008 Agreement for Schwarze Parts and SeMce
Exhbt A to ResoWfion No, 78-19
EXHIBIT A
INSURANCE REQUIREMENTS
As required per task, insurance coverage is to be issued by an insurance company
authorized, licensed and registered to do business in the State of Florida, with the irninimum
rating of B+ or better, in accordance with the latest edition of A.M. Best's Insurance Guide,
This insurance shall be doc urn ented in certificates of insurance which provides that the City
of Delray Beach shall be notified at least thirty (30) days in advance of cancellation, non-
renewal, or adverse change. The receipt of certificates or other documentation of insuraince
or policies or copies of policies by the City or by any of its representatives, which indicate less
coverage than is required, does not constitute a waiver of Contractor's obligation to fulfill the
insurance requirements herein. Deductibles must be acceptable to the City of Delray Beach.
Contractor shall provide insurance coverage as follows (as required)-
1. Workers' Compensaion Insurance — as required by law..
2. Employ r' IJaWlity IInsurance - $100,000 per occurrence, $100,000 for each
disease, and $500,000 for aggregate disease
1 Comprehensive General Liability Insurance — with limits of not less than
$1,000,000 1per occurrence and $2,000,000 in the aggregate for Bodily Injury
and Property Damage.
All renewal or replacement certificates of insurance shall be forwarded to the City Purchasing
Department located at 100 N.W. 1 st Ave., Delray Beach, Fl 33444.,