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2008-038 Street Overlay Paving Contract• • C~ RESOLUTION 2008-38 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA AWARDING A CONTRACT TO CHARLES S. WHITESIDE, INC. TO PROCEED WITH THE OVERLAY PAVING OF VILLAGE STREETS AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE SAME; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village wishes to proceed with its annual street overlay paving program; and WHEREAS, Village Administration recommends that the contract be awarded to Chazles S. Whiteside, Inc. by piggy backing the existing Palm Beach County Contract #2007052, Annual Pathway and Minor Construction; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests ofthe Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section2. The Village Council hereby approves the contract with Chazles S. Whiteside, Inc. for the overlay paving of designated Village streets and authorizes the Mayor and Village Clerk to execute the contract on behalf of the Village. Section 3. The wst of this contract shall not exceed $247,176.00 and shall be funded utilizing budgeted funds from Account #A7321-66210 (Public Works -Street Maintenance - Construction and Major Renovation). Section 4. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 22nd DAY OF MAY 2008. ATTEST: (Village Seal), MAYOR VILLAGE CLERK AGREEMENT FOR STREET OVERLAY PAVING This Agreement is made as of the q~p~N day of 2008, by and between the VILLAGE OF NORTH PALM BEACH, 501 US Highway 1, orth Palm Beach, Palm Beach County, Florida, 33408, a Florida municipal corporation ("VILLAGE"), and CHARLES S. WHITESIDE, INC, 250 Truck and Trailer Way, West Palm Beach, FL 33413-1605, a Florida corporation, hereinafter referred to as the CONTRACTOR, whose Federal LD. is 59-1968075. RECITALS WHEREAS, the VILLAGE is in need of a contractor to perform overlay paving services of designated Village roadways as part of its annual maintenance program; and WHEREAS, Palm Beach County, through its competitive selection process, awarded County Contract No. 2007052 to the CONTRACTOR for the C_ ounty's annual pathway and minor construction requirements; and WHEREAS, the VILLAGE requested and the CONTRACTOR provided a proposal for the VILLAGE'S street paving requirements based on the pricing under County Contract No. 2007052; and WHEREAS, the VILLAGE desires to accept CONTRACTOR'S proposal by piggy-backing County Contract No. 2007052 including all terms, conditions and pricing therein. NOW THEREFORE, in consideration of the mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The parties agree that the recitals set forth above are true and correct and are fully incorporated herein by reference. 2. County Contract. County Contract No. 2007052 with the CONTRACTOR, attached hereto as Exhibit "A", dated January 9, 2008, is hereby expressly made a part of this Agreement as fully as if set forth at length herein. 3. CONTRACTOR'S Proposal. In accordance with the terms and conditions in County Contract No. 2007052, the CONTRACTOR shall provide all goods and services as stated in its proposal to the VILLAGE and the Scope of Work prepared by the VILLAGE. The CONTRACTOR'S proposal is attached hereto as Exhibit "B" and the Scope of Work is attached hereto as Exhibit "C". Both documents are hereby expressly made a part of this Agreement as fully as if set forth at length herein. The goods and services to be provided by the CONTRACTOR shall be commenced subsequent to the execution and approval of this Agreement by the VILLAGE and upon written notice from the VILLAGE to proceed. 4. Conflict of Terms and Conditions. Conflicts between documents shall be resolved in the following order of precedence: A. This Agreement B. Exhibit "A" (County Contract No. 2007052) C. Exhibit "B" (CONTRACTOR'S proposal) D. Exhibit "C" (Scope of Work) 5. Compensation to CONTRACTOR. Payments by the VILLAGE to the CONTRACTOR under this Agreement shall not exceed the amount of compensation stated in the CONTRACTOR'S proposal. CONTRACTOR shall submit invoices to the VILLAGE for review and approval by the VILLAGE'S representative, indicating that goods and services have been provided and rendered in conformity with this Agreement and then will be sent to the Finance Department for payment. CONTRACTOR will invoice the VILLAGE in advance for each payment period. Invoices will normally be paid within thirty (30) days following the VILLAGE representative's approval. CONTRACTOR waives consequential or incidental damages for claims, disputes or other matters in question arising out of or relating to this Agreement. In order for both parties herein to close their books and records, CONTRACTOR will cleazly state "final invoice" on the CONTRACTOR'S final/last billing to the VILLAGE. This certifies that all goods and services have been properly performed and all charges have been invoiced to the VILLAGE. Since this account will thereupon be closed, any and other further chazges if not properly included in this final invoice are waived by the CONTRACTOR. The VILLAGE will not be liable for any invoice from the CONTRACTOR submitted thirty (30) days after the provision of all goods and services. 6. Period and Renewals. This Agreement shall be for the term as indicated on the County Contract No. 2007052. Extensions or renewals to said County Contract or any modification including new products, terms, or price changes to the County Contract shall be submitted by the CONTRACTOR to the VILLAGE for approval. In the event said County Contract expires and no new contract is let by the County, VILLAGE reserves the right, upon written agreement with CONTRACTOR to renew this Agreement under the same terms and conditions for an additional period of one (1) year. 7. Insurance. CONTRACTOR shall obtain and maintain during the term of this Agreement all insurance required under the County Contract No. 2007052 with the VILLAGE named as an additional insured. 8. Warranty/Guaranty. Unless a longer period is stated in the County Contract No. 2007052, CONTRACTOR warrants that its goods and services provided under this Contract will be free of defects in materials and workmanship for a period of one (1) year following delivery and completion of those goods and services. 9. Miscellaneous Provisions. A. Failure of a party to enforce or exercise any of its right(s) under this Agreement shall not be deemed a waiver of that parties' right to enforce or exercise said right(s) at any time thereafter. B. This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. C. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court awarded costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. D. If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Agreement, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. E. All notices required in this Agreement shall be sent by certified mail, return receipt requested, and sent to the addresses appearing on the first page of this Agreement. F. The VILLAGE and the CONTRACTOR agree that this Agreement sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. Any provision of this Agreement which is of a continuing nature or imposes an obligation which extends beyond the term of this Agreement shall survive its expiration or earlier termination. ITHE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANKI IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Agreement as of the day and year first above written. VILLAGE OF NORTH PALM BEACH BY: WILLIAM MANUEL MAYOR ATTEST: i Lr~~ w BY:__ld~%~~~, MELISSA TEAL, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: LEONARD G. RUBIN VILLAGE ATTORNEY Position: