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R2018-46 Anchorage Park Sod PurchaseRESOLUTION 2018-46 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT AWARD TO ODUMS SOD, INC. FOR THE PURCHASE, DELIVERY AND INSTALLATION OF SOD AT ANCHORAGE PARK PURSUANT TO PRICING ESTABLISHED IN AN EXISTING CONTRACT WITH THE PALM BEACH COUNTY SCHOOL DISTRICT AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A CONTRACT ON BEHALF OF THE VILLAGE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Staff recommended awarding a contract for the purchase, installation and delivery of sod for Anchorage Park to Odums Sod, Inc. pursuant to pricing established by an existing contract with the Palm Beach County School District for the purchase of Sod, Sprigs and Ground Preparations Supply and Installation ( Contract No. 17C -70Q); and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the 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 a Contract with Odums Sod, Inc. for the purchase, delivery and installation of sod for Anchorage Park pursuant to pricing established by Palm Beach County School District Contract No. 17C -70Q for the purchase of Sod, Sprigs and Ground Preparations Supply and Installation and authorizes the Mayor and Village Cleric to execute the Contract on behalf of the Village, a copy of which is attached hereto and incorporated herein. The cost of this Contract shall not exceed $68,000. 00, with funds expended from Account No. A7321- 35222 (Public Works — Trees and Sod). Section 3. Tlhic RPcohitinn shall take effect immediatelv upon its adoption. PASSED AND ADOPTED THIS 26TH DAY OF (Vijla,ge Seal), ATTEST:. VILLAGE CLERK CONTRACT This Contract is made as of this ee6l h day of QIZI! , 2018, by and between the VILLAGE OF NORTH PALM BEACH, 501 U.S. Highway One, North Palm Beach, Florida, 33408, a Florida municipal corporation (hereinafter "VILLAGE"), and ODUMS SOD, INC., 13961 Okeechobee Boulevard, Loxahatchee, Florida, 33470, a Florida corporation (hereinafter "CONTRACTOR"), whose Federal I.D. is 65-0810895. RECITALS WHEREAS, the VILLAGE is in need of a contractor to supply and deliver sod for Anchorage Park; and WHEREAS, the Palm Beach County School District, through its competitive selection process, awarded Contract No. Contract No. 17C -70Q ("District Contract") to CONTRACTOR for the for the purchase of Sod, Sprigs and Ground Preparations Supply and Installation; and WHEREAS, the VILLAGE requested and the CONTRACTOR provided a proposal for the purchase, delivery and installation of sod at Anchorage Park based on pricing established in the District Contract; and WHEREAS, the VILLAGE desires to accept CONTRACTOR's proposal by piggy -backing the District Contract, including all terms, conditions and pricing set forth 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. District Contract. Palm Beach County School District Contract No. 17C -70Q with the CONTRACTOR, attached hereto as Exhibit "A," is hereby expressly made a part of this Contract as fully as if set forth at length herein. 3. CONTRACTOR's Proposals. In accordance with the terms and conditions in the District Contract, CONTRACTOR shall supply, deliver and install sod for Anchorage Park at a total cost not to exceed $68,000.00. A copy of CONTRACTOR's proposal is attached hereto as Exhibit `B" and incorporated by reference as if fully set forth herein. The goods and services to be provided by the CONTRACTOR shall be commenced subsequent to the execution and approval of this Contract 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 Contract B. Exhibit "A" (District Contract No. 17C -70Q) C. Exhibit `B" (CONTRACTOR's proposals). Page 1 of 4 5. Compensation to CONTRACTOR. Payments by the VILLAGE to the CONTRACTOR under this Contract shall not exceed the amount of compensation stated in the CONTRACTOR's proposals. 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 Contract and then will be sent to the Finance Department for payment. 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 Contract. 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 Contract shall be for the term as indicated on the District Contract No. 17C -70Q. Extensions or renewals to said District Contract or any modification including new products, terms, or price changes to the District Contract shall be submitted by the CONTRACTOR to the VILLAGE for approval. In the event said District Contract expires and no new contract is let by the District, VILLAGE reserves the right, upon written agreement with CONTRACTOR to renew this Contract 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 Contract all insurance required under the District Contract No. 17C -70Q with the VILLAGE named as an additional insured. 8. Miscellaneous Provisions. A. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that parties' right to enforce or exercise said right(s) at any time thereafter. B. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract 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 Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, 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. Page 2 of 4 D. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, 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 Contract shall be deemed valid and enforceable to the extent permitted by law. E. All notices required in this Contract shall be sent by certified mail, return receipt requested, and sent to the addresses appearing on the first page of this Contract. F. The VILLAGE and the CONTRACTOR agree that this Contract 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 Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. G. In performing services pursuant to this Contract, CONTRACTOR shall comply with all relevant provisions of Chapter 119, Florida Statutes. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355; NPBCLERKnVILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. As required by Section 119.0701, Florida Statutes, CONTRACTOR shall: Keep and maintain public records required by the VILLAGE to perform the service. 2. Upon request from the VILLAGE's custodian of public records, provide the VILLAGE with a copy the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if CONTRACTOR does not transfer the records to the VILLAGE. 4. Upon completion of the Contract, transfer, at no cost, to the VILLAGE all public records in possession of CONTRACTOR or keep and maintain public records required by the VILLAGE to perform the services. If CONTRACTOR transfers all public records to the VILLAGE upon completion of the Contract, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains public records upon completion of the Contract, CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the VILLAGE, upon request Page 3 of 4 from the VILLAGE's custodian of public records, in a format that is compatible with the information technology systems of the VILLAGE. H. CONTRACTOR is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Contract, and in furtherance thereof, may demand and obtain records and testimony from CONTRACTOR and its subcontractors. CONTRACTOR understands and agrees that in addition to all other remedies and consequences provided by law, the failure of CONTRACTOR or its subcontractors to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of the Contract justifying termination. IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract as of the day and year first above written. ODUMS SOD, INC. By: 0/oma a lJl._JaoC k_ Print Name:, m a n d a Wccd Position: CMnnctQe VILLAGE OF N By: VID N MAYOR ATTEST: BY: lj ELISSA TEAL VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: VILLAGE ATTORNEY Page 4 of 4