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2007-046 Public Works Concrete Installation ContractRESOLUTION 2007-46 • • • 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 INSTALLATION OF CONCRETE DRIVE ON THE GROUNDS OF THE PUBLIC WORKS FACILITY AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE SAME; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village wishes to proceed with the installation of concrete drive on the grounds of the Public Works Facility; and WHEREAS, Village Administration recommends that the contract be awarded to Charles S. Whiteside, Inc. by piggy backing the existing Palm Beach County Contract #2007052, Annual Pathway and Minor Construction; and WHEREAS, the amount of this contract shall not exceed $19,940, with funding from Account #A5522-66210 (Vehicle Maintenance, Construction and Major Renovation); 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. Section2. The Village Council hereby approves the contract with Charles S. Whiteside, Inc. for the installation of concrete drive on the grounds of the Public Works facility and authorizes the Mayor and Village Clerk to execute the contract on behalf of the Village. Section 3. The cost of this contract shall be funded utilizing budgeted funds from Account #A5522-66210. Section 4. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 12th DAY OF APRIL, 2007. ~~, ,~ ;~ ..,, ;''(Village Seal), '.ATTEST: ,,, ,, G~~ VILLAGE CLE ~ AGREEMENT FOR INSTALLATION OF CONCRETE DRIVE • AT THE VILLAGE'S PUBLIC WORKS FACILITY This Agreement is made as of the 1~~'~ day of , 2007, by and between the VILLAGE OF NORTH PALM BEACH, 501 US Highway 1, North Palm Beach, Palm Beach County, Florida, 33408, a Political Subdivision of the State of Florida, by and through its Village Council, hereinafter referred to as the VILLAGE, and CHARLES S. WHITESIDE, INC, 250 Truck and Trailer Way, West Palm Beach, FL 33413-1605, a corporation authorized to do business in the State of Florida, hereinafter referred to as the CONTRACTOR, whose Federal LD. is,.~9-/9(o~'07S RECITALS WHEREAS, the VILLAGE is in need of a contractor to install a concrete drive at the VILLAGE's Public Works Facility; 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 concrete drive at the VILLAGE's Public Works Facility 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. ?`:O~x' THEREFORE. in ccnsideraticn cf t';e mutual : ro;;:ises set .. Wirth ;;erein. 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, is hereby expressly made a part of this Agreement as if all terms and conditions are 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" and 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. Pericd 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. ITT T n GE re°e ~~°s th° right, pc;' .vr'*'°^ L[ J r ~~ V 1 l U/ 1 ~ Ll~+l ~ 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. 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. All claims arising out of this .Agreement or its breach shall be submitted first to mediation in accordance with the local rules for mediation in Palm Beach County, Florida. The parties shall share the mediator's fee equally. The mediation shall be held in Palm Beach County, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having • .jurisdiction thereof. 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 Paim 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. Except for mediation, 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 unenforceabie, 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 MITT i A (;F and the CONTR4CTrJR agree that this ,^.greerne:,t sets ;urth tl;e 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. f THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANKI IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have • made and executed this Agreement for Concrete Drive at the VILLAGE's Public Works Facility as of the day and year first above written. WHITESIDE, INC. JOHN M. EVERETT PRESIDENT on: VILLAGE OF NORTH PALM BEACH BY: ' E ARD M. EISSEY, H.D. M YOR • ATTEST: BY: C~ i~~ ~~ NrFr rcca T,Far VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY EY: ,!/ VILLAGE ATTORNEY •