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R2021-05 West Alley Way Pavement Rehabilitation ProjectRESOLUTION 2021-05 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT AWARD TO FLORIDA BLACKTOP, INC. FOR THE WEST ALLEY WAY PAVEMENT REHABILITATION PROJECT AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A CONTRACT ON BEHALF OF THE VILLAGE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village issued an Invitation to Bid for the West Alley Way Pavement Rehabilitation Project; and WHEREAS, the Village received four bids in response to the to the ITB, and Village Staff recommended accepting the lowest, most qualified bid proposal submitted by Florida Blacktop, Inc.; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the residents and citizens of the Village of North Palm Beach. 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 Florida Blacktop, Inc. for the West Alley Way Pavement Rehabilitation Project in the amount of $321,857.39, with funds expended from Account No. I7321-66210 (Surtax Fund — Public Works/Streets and Grounds — Construction and Major Renovation). Including contingency, the total project budget shall be $337,950.26, exclusive of engineering services. The Village Council further authorizes the Mayor and Village Clerk to execute a contract for such services, a copy of which is attached hereto and incorporated herein. Section 3. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED THIS 14TH DAY OF JANUARY, 2021. (Village Seal) ATTEST: TrL VIAGE CLERK MAYOR CONTRACT This Contract is made as of the �`� day of , ( , 021, by and between the VILLAGE OF NORTH PALM BEACH, a municipal corpor o organized and existing under the laws of the State of Florida, hereinafter referred to as VILLA , and FLORIDA BLACKTOP, INC., a Florida corporation, hereinafter referred to as the CONTRACTOR, whose Federal I.D. is 59-2363756. In consideration of the promises and mutual covenants herein contained, it is hereby agreed that the CONTRACTOR shall provide to the VILLAGE all goods and services requested under Invitation to Bid for the West Alley Way Pavement Rehabilitation Project ("ITB") and as further stated in CONTRACTOR's Bid Proposal and pursuant to the terms and conditions of this Contract. ARTICLE 1. SERVICES OF THE CONTRACTOR. A. The CONTRACTOR shall provide all goods and services as stated in the ITB and the Scope of Work and Specifications referenced therein in accordance with the Bid Proposal (hereinafter referred to as "Work"), which are incorporated herein by reference, to that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similar locality at the time the Work is provided. B. The Work provided by the CONTRACTOR shall be commenced subsequent to the execution and approval of this Contract and upon written notice from the VILLAGE to proceed. ARTICLE 2. PERIOD OF SERVICE. This Contract and the provision of all Work hereunder shall be substantially completed by the CONTRACTOR within ninety (90) calendar days of the Village's issuance of a Notice to Proceed and fully or one hundred percent (100%) completed within one hundred ten (110) calendar days of the Village's issuance of a Notice to Proceed or for such other period of time agreed to in writing by the parties in accordance with the terms and conditions of the Contract Documents. ARTICLE 3. CONTRACT DOCUMENTS This Contract incorporates by reference all of the document set forth in the Invitation to Bid for the West Alley Way Pavement Rehabilitation Project, including the General Conditions and Terms, the Special Conditions and Terms and the Scope of Work and Specifications as if fully set forth herein. These documents shall be construed in accordance with Section GC2 of the General Conditions. ARTICLE 4. VILLAGE'S REPRESENTATIVE. Unless otherwise specified by the VILLAGE, the VILLAGE's representative shall be the Public Works Director. Contract -1- ARTICLE 5. COMPENSATION AND METHOD OF PAYMENT. A. The VILLAGE agrees to compensate the CONTRACTOR in accordance with CONTRACTOR's Bid Proposal in response to the ITB. The total and cumulative amount of this Contract shall not exceed Three Hundred and Twenty -One Thousand Eight Hundred and Fifty -Seven Dollars and Thirty -Nine Cents ($321,857.39). B. CONTRACTOR shall invoice the VILLAGE no more often than monthly on the form provided as Exhibit "A" and include such information as requested in Exhibit "A". Invoices received from the CONTRACTOR pursuant to this Contract will be reviewed and approved by the Project Engineer and/or the Village's representative, indicating that the Work has been provided and rendered in conformity with the Contract and then will be sent to the Finance Department for payment. Invoices will normally be paid within thirty (30) days following the VILLAGE's approval. C. Work undertaken or expenses incurred that exceeds an amount set forth in this Contract without prior written authorization from the VILLAGE shall be the liability of the CONTRACTOR. D. CONTRACTOR waives consequential or incidental damages for claims, disputes or other matters in question arising out of or relating to this Contract. E. 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 Work has 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 the Work. ARTICLE 6. USE OF DOCUMENTS. A. All documents, including but not limited to drawings, specifications, plans, reports, other items and data or programs stored electronically (collectively referred to as "Documents" hereafter), prepared by the CONTRACTOR and CONTRACTOR's sub -contractors under this Contract shall be considered a "Work for Hire" and the exclusive property of the VILLAGE. To the extent such Documents may not be deemed a "Work for Hire" under applicable law, CONTRACTOR and CONTRACTOR's sub -contractors will assign to VILLAGE all right, title and interest in and to CONTRACTOR's and/or CONTRACTOR's sub -contractors' copyright(s) for such Documents. CONTRACTOR shall execute and deliver to VILLAGE such instruments of transfer and take such other action that VILLAGE may reasonably request, including, without limitation, executing and filing, at VILLAGE's expense, copyright applications, assignments and other documents required for the protection of VILLAGE's right to such Documents. The CONTRACTOR shall retain copies of the Documents for a period of three (3) years from the date of completion of the Project. The VILLAGE grants to the CONTRACTOR and CONTRACTOR's sub -contractors the right and/or limited license to use a portion of the Documents prepared by the CONTRACTOR or the CONTRACTOR's sub -contractors in future projects of the CONTRACTOR or the CONTRACTOR's sub -contractors with said right and/or limited license Contract -2- to use a portion at CONTRACTOR's or CONTRACTOR's sub -contractor's own risk and without any liability to VILLAGE. B. Any modifications made by the VILLAGE to any of the CONTRACTOR's Documents, or any use, partial use or reuse of the Documents without written authorization or adaptation by the CONTRACTOR will be at the VILLAGE's sole risk and without liability to the CONTRACTOR. Any electronic files not containing an electronic seal are provided only for the convenience of the VILLAGE, and use of them is at the VILLAGE's sole risk. ARTICLE 7. INDEMNIFICATION. A. To the fullest extent permitted by applicable laws and regulations, the CONTRACTOR shall indemnify and save harmless and defend the VILLAGE, its officials, agents, servants, and employees from and against any and all claims, liability, losses, and/or causes of action arising out of or in any way related to the services furnished by the CONTRACTOR pursuant to this Contract, including, but not limited to, those caused by or arising out of any act, omission, negligence or default of the CONTRACTOR and/or its subcontractors, agents, servants or employees. B. CONTRACTOR shall not be required to indemnify the VILLAGE, its officials, agents, servants and employees when the occurrence results solely from the wrongful acts or omissions of the VILLAGE, its officials, agents, servants and employees. The terms of this Section shall survive completion of all services, obligations and duties provided for in this Contract as well as the termination of this Agreement for any reason. C. Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the VILLAGE or CONTRACTOR, nor shall this Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida Statutes. ARTICLE 8. PERSONNEL. A. The CONTRACTOR represents that it has, or will secure at its own expense, all necessary personnel required to perform the Work under this Contract. Such personnel shall not be employees of or have any contractual relationship with the VILLAGE. B. All of the Work required hereunder shall be performed by the CONTRACTOR or under its supervision, and all personnel engaged in performing the Work (including subcontractors) shall be fully qualified and, if required, authorized or permitted under state and local law to perform such Work. C. All of the CONTRACTOR's personnel (and all subcontractors) while on VILLAGE premises, will comply with all applicable requirements governing conduct, safety, and security, provided, however, that CONTRACTOR shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. All personnel working on VILLAGE park property in any capacity shall meet the same background requirements as VILLAGE employees. Should the VILLAGE discover that any person employed or retained by CONTRACTOR or any Subcontractor does not meet such requirements, the VILLAGE may request that such person be removed from VILLAGE property and CONTRACTOR shall comply Contract -3- with any such request. ARTICLE 9. TERMINATION. This Contract may be cancelled by the CONTRACTOR upon ten (10) days prior written notice to the VILLAGE's representative in the event of substantial failure by the VILLAGE to perform in accordance with the terms of this Contract through no fault of the CONTRACTOR. It may also be terminated, in whole or in part, by the VILLAGE, with or without cause, upon ten (10) days written notice to the CONTRACTOR. Unless the CONTRACTOR is in breach of this Contract, the CONTRACTOR shall be paid for Work rendered to the VILLAGE's satisfaction through the date of termination. After receipt of a Termination Notice and except as otherwise directed by the VILLAGE, the CONTRACTOR shall: A. Stop work on the date and to the extent specified; B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work; C. Transfer all work in progress, completed work, and other materials related to the terminated work to the VILLAGE; and D. Continue and complete all parts of the work that have not been terminated. ARTICLE 10. INSURANCE. Prior to commencing any Work, the CONTRACTOR shall provide certificates evidencing insurance coverage as required in the Invitation to Bid. All insurance, other than Worker's Compensation, to be maintained by the CONTRACTOR shall specifically include the VILLAGE as an Additional Insured. ARTICLE 11. SUCCESSORS AND ASSIGNS. The VILLAGE and the CONTRACTOR each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the VILLAGE nor the CONTRACTOR shall assign, sublet, convey or transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the VILLAGE which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the VILLAGE and the CONTRACTOR. ARTICLE 12. ACCESS AND AUDITS. The CONTRACTOR shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the Work for at least three (3) years after completion of this Contract. The VILLAGE shall have access to such books, records, and documents as required in this ARTICLE for the purpose of inspection or audit during normal business hours, at the CONTRACTOR's place of business. In no circumstances will CONTRACTOR be required to Contract -4- disclose any confidential or proprietary information regarding its products and service costs. ARTICLE 13. ENFORCEMENT COSTS. 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. ARTICLE 14. REMEDIES. A. 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. B. The VILLAGE and CONTRACTOR knowingly, voluntarily and intentionally waive any right they may have to trial by jury with respect to any litigation arising out of or in connection with this Contract. ARTICLE 15. NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested, and if sent to the VILLAGE shall be mailed to: Village of North Palm Beach Andrew Lukasik Village Manager Village Hall 501 U.S. Highway One North Palm Beach, FL 33408 and if sent to the CONTRACTOR shall be mailed to: Florida Blacktop, Inc. Elias Shaouy, President 1287 West Atlantic Boulevard Pompano Beach, FL 33069 The foregoing names and addresses may be changed if such change is provided in writing to the other party. ARTICLE 16. ENTIRETY OF CONTRACTUAL AGREEMENT. The VILLAGE and the CONTRACTOR agree that this Contract, including all documents Contract -5- referenced herein, 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. ARTICLE 17. TERMINOLOGY AND CAPTIONS. All pronouns, singular, plural, masculine, feminine or neuter, shall mean and include the person, entity, firm or corporation to which they relate as the context may require. Wherever the context may require, the singular shall mean and include the plural and the plural shall mean and include the singular. The term "Contract" as used herein, as well as the terms "herein", "hereof', "hereunder", "hereinafter" and the like mean this Contract in its entirety and all exhibits, amendments and addenda attached hereto and made a part hereof. The captions and paragraph headings are for reference and convenience only and do not enter into or become a part of the context of this Contract, nor shall such headings affect the meaning or interpretation of this Contract. ARTICLE 18. PREPARATION. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. ARTICLE 19. MATERIALITY. All provisions of the Contract shall be deemed material. In the event CONTRACTOR fails to comply with any of the provisions contained in this Contract or exhibits, amendments and addenda attached hereto, said failure shall be deemed a material breach of this Contract and VILLAGE may at its option and without notice terminate this Contract. ARTICLE 20. EXHIBITS AND CONTRACT DOCUMENTS. All exhibits and other documents referred to in this Contract form an essential part of this Contract. The exhibits and other documents, if not physically attached, should be treated as part of this Contract and are incorporated herein by reference. ARTICLE 21. LEGAL EFFECT. This Contract shall not become binding and effective until approved by the Village Council of the Village of North Palm Beach. ARTICLE 22. SURVIVABILITY. 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. ARTICLE 23. WAIVER OF SUBROGATION. CONTRACTOR hereby waives any and all rights to Subrogation against the VILLAGE, its Contract -6- officers, employees and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre -loss agreement to waive subrogation without an endorsement, then CONTRACTOR shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should CONTRACTOR enter into such an agreement on a pre -loss basis. ARTICLE 24. REPRESENTATIONSBINDING AUTHORITY. The persons executing this Contract represent that they have the full power, authority and legal right to execute and deliver this Contract and perform all of its obligations under this Contract. ARTICLE 25. INSPECTOR GENERAL 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 Documents justifying termination. ARTICLE 26. PUBLIC RECORDS. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355; NPBCLERK(a,VILLAGE-NPB .ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. In performing services pursuant to this Contract, CONTRACTOR shall comply with all relevant provisions of Chapter 119, Florida Statutes. 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. 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 the CONTRACTOR does not transfer the records to the VILLAGE. Contract -7- 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 from the VILLAGE's custodian of public records, in a format that is compatible with the information technology systems of the VILLAGE. IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract as of the day and year first above written. CONTRACTOR: FLORIDA"BLACKTOP, INC -"-/ N (�� Print Name: Title: VILLAGE OF NORTH P4L.M BEACH BY: SUSAN BICKEL MAYOR ATTEST: BY: J SSI A GRRfN t5AGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: BY: LEONARD G. RUBIN VILLAGE ATTORNEY Contract -8- EXHIBIT "A" INVOICE FORM AND REQUIREMENTS (FORM ATTACHED) APPLICATION FOR PAYMENT NO. To: VILLAGE OF NORTH PALM BEACH (OWNER) From: Contract: West Alley Way Pavement Rehabilitation Project For Work accomplished through the date of: , 2021. 1. Original Contract Price: $ 2. Net change by Change Orders and Written Amendments (+ or -): $ 3. Current Contract Price (1 plus 2): $ 4. Total completed and stored to date: $ 5. Retainage (per Agreement): Five percent (5%) of completed Work, material and equipment purchased: $ 6. Total completed and stored to date less retainage (4 minus 5): $ 7. Less previous Application for Payments: $ 8. DUE THIS APPLICATION (6 MINUS 7): $ Accompanying Documentation: CONTRACTOR'S Certification: The undersigned CONTRACTOR certifies that (1) all previous progress payments received from OWNER on account of Work done and goods purchased under the Contract referred to above have been applied on account to discharge CONTRACTOR's legitimate obligations incurred in connection with Work, materials and equipment covered by prior Applications for Payment numbered 1 through inclusive; (2) title of all Work, materials and equipment incorporated in said Work or otherwise listed in or covered by this Application for Payment will pass to OWNER at time of payment free and clear of all Liens, security interests and encumbrances, and (3) all Work, materials and equipment covered by this Application for Payment are in accordance with the Contract Documents and not defective. Dated State of County of Subscribed and sworn to before me this day of , 2021 Notary Public My Commission expires: ion Contractor Payment of the above AMOUNT DUE THIS APPLICATION is recommended. Dated By: