2008-042 Annual Sidewalk Replacement ContractRESOLUTION 2008-42
•
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT AWARD
TO CHARLES S. WHITESIDE, INC. TO PROCEED WITH THE ANNUAL
REPLACEMENT OF DESIGNATED SIDEWALKS 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 replacement ofdesignated sidewalks; and
WHEREAS, Village Administration recommends that the contract be awazded 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.
Section 2. The Village Council hereby approves the contract with Charles S. Whiteside, Inc. for
the replacement of designated sidewalks within the Village in an amount not to exceed $46,740.00
and authorizes the Mayor and Village Clerk to execute the contract on behalfofthe Village.
Section 3. The cost of this contract shall be funded utilizing budgeted funds from Account
#A7321-66210 (Public Works (Streets) Capital Acwunt).
Section 4. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 12th DAY OF JUNE 2008.
(Village Seal)
MAY
ATTEST:
VILLAGE LERK
AGREEMENT FOR SIDEWALK REPAIR
This Agreement is made as of the ~it~ day of t/G(.~~i 2008, by and between the
VILLAGE OF NORTH PALM BEACH, 501 U.S. Highway One, North Palm Beach, FL 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 fulfill the VILLAGE'S annual sidewalk
repair requirements; and
WHEREAS, Palm Beach County, through its competitive selection process, awarded County
Contract No. 2007052 to the CONTRACTOR for the County's annual pathway and minor
construction requirements; and
WHEREAS, the VILLAGE requested and the CONTRACTOR provided a proposal for the
VILLAGE'S annual sidewalk repair 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, 2007, as amended and extended, 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. The CONTRACTOR'S proposal is attached hereto as Exhibit "B." This document is
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).
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 clearly 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 charges 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.
1THE 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.
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VILLAGE OF NORTH PALM BEACH
WILLIAM MANUEL
MAYOR
ATTEST:
BY':, ~ Qi ~~
MELISSA TEAL,
VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:
LEONARD G. RUBIN
VILLAGE ATTORNEY
EXHIBIT "B"
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