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HomeMy WebLinkAboutR-2020-042 City Authorizing the Expenditure of Funds for the Purchase of Water Meter Component Parts, Utility Pipes and Related Appurtenances, to be Purchased from Various Supply Vendors RESOLUTION NO. 2020-042 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF WATER METER COMPONENT PARTS, UTILITY PIPES AND RELATED APPURTENANCES, TO BE PURCHASED FROM VARIOUS SUPPLY VENDORS UNDER THE SOUTHEAST FLORIDA GOVERNMENT PURCHASING COOPERATIVE GROUP CONTRACT NO. ITB 2018-19/12 WITH THE CITY OF DEERFIELD BEACH, WHICH MAY EXCEED AN ANNUAL SINGLE VENDOR TOTAL AMOUNT OF TWENTY- FIVE THOUSAND DOLLARS ($25,000.00), AND FURTHER PROVIDING THAT SUCH PURCHASES ARE TO BE MADE WITHIN THE RESPECTIVE DEPARTMENTS' APPROVED BUDGETS; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4, Subsection 0), authorizes the City Manager to purchase supplies, services, equipment and materials for the City government in amounts in excess of the established monetary threshold without competitive bidding and without advertisement for bids if she is authorized to do so in advance by a resolution adopted by the City Commission and if such purchases are made pursuant to a competitive bid obtained in the last eighteen (18) months by other government agencies such as the federal government, State of Florida or a Florida municipality or county; and; WHEREAS, the City of Dania Beach Code of Ordinances, Chapter 2, Article 1, Section 2-10, "Monetary thresholds for certain purchases and payment disbursement authorizations", Subsection (a), sets the monetary threshold or limitation at $25,000.00 for a vendor each fiscal year; and WHEREAS, the Public Services Department is requesting authorization to piggyback the City of Deerfield Beach agreement under the Southeast Florida Governmental Purchasing Cooperative Purchasing Group Contract Award No. ITB #2018-19/12 for "Water Meter Fittings and Waterline Accessories"; and WHEREAS, the Public Services Department has determined that it is necessary to purchase various water meter component parts and water supply components for City use; and WHEREAS, the Public Services Department has determined that not every water supply vendor provides all necessary supplies which may be required by the City, and therefore, purchases from multiple vendors are needed for City purchases; and WHEREAS, a Purchase Order No. 2020-029 in the amount of$25,000.00 with Core and Main LP will to be increased by $20,000.00, which will need authorization to exceed the City vendor threshold per City Policy; and WHEREAS, the Public Services Department has determined that supplies can be obtained at the least cost to the City without competitive bidding and without advertisement for bids from the following vendors under the existing Agreement with the Southeast Florida Government Purchasing Cooperative Group Contracts, a copy of which is attached as Exhibit "A" and is incorporated into this Resolution by this reference: • Ferguson Enterprises, LLC • Fortiline, Inc. • Core & Main LP; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the above "Whereas" clauses are approved, made a part of and incorporated into this Resolution by this reference. Section 2. That the City Commission approves the purchase of water meter component parts and water supply components from various suppliers approved under the existing Co-Op Agreement with the Southeast Florida Government Purchasing Cooperative Group in an amount that may exceed the annual vendor $25,000.00 purchase threshold from a single vendor. Section 3. That the proper City officials are authorized to execute Agreements with the vendors provided, however, that no contract will become effective unless and until City officials complete their execution of it. The Agreements are attached as composite Exhibit `B" and are incorporated into this Resolution by this Reference. Section 4. That funding for these purchases are planned and appropriated in the FY 2019-2020 approved budget in the Water Fund Distribution Division Account Number#441-33- 02-533-46-70, which has a current balance of Fifty Thousand Three Hundred Fifty-Four Dollars and Ninety-Eight Cents ($50,354.98). Additional budgeted funding may also be utilized through various other accounts for citywide capital projects or repairs. Section 5. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. 2 RESOLUTION 42020-042 Section 6. That this Resolution shall become effective immediately upon its passage and adoption. PASSED and ADOPTED on May 12, 2020. ATTEST: Q�oa g�q�► r a y THOMAS SCHNEIDER, CMC LORI LE ELLEN CITY CLERK �t`� �p MAYOR gQtISH�1 APPROVED AS TO FORM AND CORRECTNESS: THO ,� J. SBR CY IT TO Y 3 RESOLUTION#2020-042 f+ 4 Southeast Florida Governmental Purchasing Cooperative Group CONTRACT AWARD Please complete each of the applicable boxes and submit with bid documents, award notices and tabulations to (piper@mvboca.us for placement on the NIGP SEFL website Cooperative contract page. PAGE 1 OF 2 BID/RFP No. ITB #2018-19/12 Description/Title: Water Meter Fittings and Water Line Accessories Initial Contract Term: Start Date: March 6, 2019 End Date: March 5, 2022 Renewal Terms of the Contract: 3 Renewal Options for 1 Year (No.of Renewals) (Period of Time) Renewal No. Start Date: End Date: Renewal No. Start Date: End Date: Renewal No. Start Date: End Date: SECTION#1 VENDOR AWARD Vendor Name: Core & Main LP vendorAddress: 4310 NW 10th Avenue, Oakland Park, FL 33309 Contact: Susan Reed Phone: 954-722-7343 Fax: Cell/Pager: Email Address: susan.reed@coreandmain.com Website: FEIN: 03-0550887 VENDOR AWARD Vendor Name: Empire Pipe and Supply vendorAddress: 40 Keys Court, Sanford FL 32773 Contact: John Kuehne Phone: 407-295-2400 Fax: Cell/Pager: Email Address:Jkuehne@empirepipe.com Website: FEIN: 20-5330433 PAGE 2OF2 VENDOR AWARD Vendor Name: Ferguson Waterworks VendorAddress: 1950 NW 18th St., Pompano Beach, FL 33069 Contact: Drew Petonick Phone: 954-973-8100 Fax: 954-971-3134 Cell/Pager: Email Address: drew.petonick@ferguson.com Website: FEIN: 54-1211771 VENDOR AWARD Vendor Name: Fortlllne, Inc. VendorAddress: 7025 Northwinds Drive NW, Concord, NC 28147 Contact: Sheri Smith Phone: 704-788-9859 Fax: 704-788-9894 Cell/Pager: Email Address: sherl.smlth@fortlllne.com Website: www.doorsystemsfl.com FEIN: 57-0819190 VENDOR AWARD Vendor Name: Lehman Pipe and Supply Vendor Address: 3575 NW 36th Street, Miami, FL 33142 Contact: Josh Aberman Phone: 305-576-3054 Fax: Cell/Pager: Email Address:joshglehmanplpe.com Website: FEIN: 59-0576183 SECTION#2 AWARD/BACKGROUND INFORMATION Award Date: March 6, 2019 Resolution/Agenda Item No.: 2019/024 Insurance Required: Yes X No Performance Bond Required: Yes No X SECTION#3 LEAD AGENCY Agency Name: City of Deerfield Beach Agency Address: 401 SW 4th Street, Deerfield Beach, FL 33441 Agency Contact: Christine Miller, Senior Buyer Email cdmiller@deerfield-beach.com Telephone: 954-480-4415 Fax: 954-480-4388 RESOLUTION NO.2019/024 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DEERFIELD BEACH, FLORIDA, APPROVING THE AWARD OF ITB 2018-19/12 WATER METER FITTINGS AND WATER LINE ACCESSORIES, TO FERGUSON ENTERPRISES, INC., FORTILINE WATERWORKS, INC., CORE & MAIN LP, LEHMAN PIPE & PLUMBING SUPPLY CO., AND EMPIRE PIPE AND SUPPLY COMPANY, INC., ("AWARDEES") FOR THE PURCHASE OF WATER METER FITTINGS AND WATER LINE ACCESSORIES FOR USE IN THE WATER DISTRIBUTION SYSTEM; AUTHORIZING THE EXECUTION OF CONTRACTS WITH THE AWARDEES; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Purchasing and Contract Administration Division issued an Invitation to Bid for Water Meter Fittings and Water Line Accessories, ITB #2018-19/12 (the "ITB"), with the City acting as the lead agency on behalf of the Southeast Florida Governmental Purchasing Group; and WHEREAS, the ITB was advertised in the legal notices section of the Sun-Sentinel on June 2, 2019, and the notice was also sent to seventy-two prospective Offerors via the e- i Procurement Marketplace;and WHEREAS,twelve(12)vendors viewed the ITB documents;and WHEREAS, on February 4, 2019 at 2:00 p.m. EST, the Purchasing and Contract j Administration Division (the "Division") closed and unsealed five (5) responses which were reviewed by the Purchasing and Contract Administration Division to ensure the responses met the ITB requirements;and WHEREAS, the bid submittals were reviewed by both the Division and Environmental Services Department, and the recommendations for award are made to each bidder with the greatest overall percentage discount on the catalogrice for each individual product required in p p q the Bid;and WHEREAS, the Division recommends that the City Commission approve awards of the ITB to the Awardees and authorize execution of contracts with the Awardees for the ITB. NOW,THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DEERFIELD BEACH,FLORIDA,AS FOLLOWS: Section 1. The above referenced "Whereas" clauses are true and correct and made a part hereof. Section 2. The City Commission hereby approves the award of ITB #2018-19/12 for Water Meter Fittings and Water Line Accessories to the Awardees. I Resolution 2019/024 Section 3. The City Manager is hereby authorized to execute 3-year contracts with the Awardees consistent with the tenns and conditions of the ITB and in amounts not to exceed the total applicable budget allocations for each applicable fiscal year, together with such non- substantial changes that are acceptable to the City Manager and approved as to form and legal sufficiency by the City Attorney. Section 4. The City Manager is authorized to do all things necessary to carry out the aims of this Resolution. Section 5. This Resolution shall become effective immediately upon adoption. PASSED AND ADOPTED THIS 5TH DAY OF MARCH, 2019. CITY OF DEERFIELD BEACH BILL GANZ,MAYOR ATTEST: CL, J { " i.LYARD, CMC, CITY CLERK 1�4i i i 2 , d City of Deerfield Beach Water Meter Fittings and Water Line Accessories, ITB#2018-19/12 THIS CONTRACT is entered into by and between the CITY OF DEERFIELD BEACH (CITY), a municipal corporation and Ferguson Waterworks, (CONTRACTOR), as follows WITNESSETH: WHEREAS, pursuant to ITB #2018-19/12 (the ITB) the CITY accepted competitive bids for Water Meter Fittings and Water Line Accessories (the Products); and WHEREAS, the product is delineated in the ITB; and WHEREAS, this Contract represents a cooperative procurement for the Southeast Florida Governmental Purchasing Cooperative Group; and WHEREAS, this Contract, the ITB and the CONTRACTOR's Submittal constitute the entire Contract and describe the product to be provided; and WHEREAS, after evaluation of price and other evaluation criteria specified in the ITB the CITY has determined that the CONTRACTOR has the necessary resources, experience and ability to perform the } contract at a competitive price; and WHEREAS, the CITY has awarded the contract to CONTRACTOR for the Product on March 5, 2019, Resolution No 20j—q /-Q—z4 NOW THEREFORE, be it agreed by and between the parties as follows: l ARTICLE I j INTRODUCTION AND SCOPE OF PRODUCTS 1.1 The above referenced Whereas clauses are true and correct and made a part hereof. I 1.2 This Contract, the ITB, together with the response to the ITB of CONTRACTOR, Exhibit "A" shall constitute the entire Contract, except to the extent specifically modified on Attachment "A" Additional Terms and Conditions. The parties agree that the Detailed Specifications are a description of CONTRACTORSs obligations and responsibilities and is deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by CONTRACTOR impractical, illogical, or unconscionable. 1.3 Except as specifically modified herein, CONTRACTOR shall be bound by the terms and conditions and prices as set forth in the ITB and the CONTRACTOR'S Response to the ITB. When the terms and conditions of this Contract may be read as consistent with the ITB, then and in that respect, the terms of both the ITB and this Contract shall be read as being consistent and shall be binding on both parties. Where terms and conditions of this Contract contradict anything as set forth in the ITB or the response to the ITB, then the terms and conditions of this Contract shall be binding and in full force and effect to the extent of any inconsistency. 1 t 1.4 This is a non-exclusive contract. The CITY may, in its sole and absolute discretion, utilize other parties to provide any of the products or services listed in the ITB, or any aspect of the Products if the CITY deems it to be in the best interest of the CITY. 1.5 CONTRACTOR acknowledges and agrees that the Contract Administrator has no authority to make changes that would modify the Products to be provided under this Contract. ARTICLE 2 TERM AND TIME OF PERFORMANCE 2.1 The initial contract term shall be three (3) years beginning on 3/6/2019 and ending 3/5/2022. The City reserves the right to renew the Contract for three (3)additional one (1)year periods providing all terms, conditions, and scope of services remain the same, both parties agree to the renewal, and such renewal is approved by the City Manager as set forth in the ITB. The City Manager shall execute any renewal contract. 2.2 In the event services are scheduled to end because of the expiration of the contract,the Contractor shall continue the service upon the request of the City Manager or designee. The extension period shall not extend for more than ninety (90) days beyond the expiration date of the existing contract. The CONTRACTOR shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. 2.3 Time shall be deemed to be of the essence in performing the duties, obligations and responsibilities required by this Contract. ARTICLE 3 COMPENSATION 3.1 The CITY shall compensate the CONTRACTOR for services provided by the CONTRACTOR, CITY agrees to pay CONTRACTOR, in the manner specified in the ITB, the amounts set forth in CONTRACTOR's Response for work actually performed and completed pursuant to this Contract, which amount shall be accepted by CONTRACTOR as full compensation for all such work. It is acknowledged and agreed by CONTRACTOR that this amount is the maximum payable and constitutes a limitation upon CITY's obligation to compensate CONTRACTOR for its services related to this Contract. This amount, however, does not constitute a limitation, of any sort, upon CONTRACTOR's obligation to perform all items of work required by or which can be reasonably inferred from the Scope of Services. No amount shall be paid to CONTRACTOR to reimburse its expenses. 3.2 The CONTRACTOR and the CITY shall abide by the Local Government Prompt Payment Act, FL SS. 218.70-218.80. 2 ARTICLE 4 TERMINATION OR SUSPENSION 4.1 This Contract may be terminated for convenience by the CITY. Termination for convenience by the CITY shall be effective on the termination date stated in written notice provided by CITY,which termination date shall be not less than thirty (30) days after the date of such written notice. This Contract may also be terminated by the City Manager upon such notice as the City Manager deems appropriate under the circumstances in the event the City Manager determines that termination is necessary to protect the public health or safety. The parties agree that if CITY erroneously, improperly or unjustifiably terminates for cause,such termination shall be deemed a termination for convenience, which shall be effective thirty (30) days after such notice of termination for cause is provided. 4.2 This Contract may be terminated for cause for reasons including, but not limited to, CONTRACTOR's repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices,failure to suitably perform the work;or failure to continuously perform the work in a manner calculated to meet or accomplish the objectives as set forth in this Contract. 4.3 Notice of termination shall be provided in accordance with the"NOTICES" section of this Contract except that notice of termination by the City Manager, which the City Manager deems necessary to protect the public health, safety, or welfare may be verbal notice that shall be promptly confirmed in writing in accordance with the"NOTICES" section of this Contract. 4.4 In the event this Contract is terminated for convenience, CONTRACTOR shall be paid for any services properly performed under the Contract through the termination date specified in the written notice of termination.CONTRACTOR acknowledges and agrees that it has received good,valuable and sufficient consideration from CITY, the receipt and adequacy of which are, hereby acknowledged by CONTRACTOR, for CITY's right to terminate this Contract for convenience. 4.5 In the event this Contract is terminated for any reason, any amounts due CONTRACTOR shall be withheld by CITY until all documents are provided to CITY pursuant to Section 6.1 of Article 6. 4.6 Should at any time during the term of this contract, including any option terms, the CONTRACTOR is in violation of any of the terms and conditions of this contract, the City shall have the right to suspend the CONTRACTOR until the violation is resolved to the satisfaction of the City. If the violation is not promptly resolved or is of such serious nature that the City determines that suspension is not adequate, the City reserves the right to terminate for cause. i 4.6.1 In the event a CONTRACTOR is terminated, the City may assign the contract to another CONTRACTOR, or seek a new CONTRACTOR, until the contract is re-let, or until the end of the contract term then in effect, at its sole option and shall reserve all legal remedies for damages and other relief. ARTICLE 5 EEO AND ADA COMPLIANCE 5.1 CONTRACTOR shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, political affiliation or disability in the performance of this Contract, the solicitation for 3 1 or purchase of goods or services relating to this Contract, or in subcontracting work in the performance of this Contract. CONTRACTOR shall include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26, as amended. Failure to comply with the foregoing requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as CITY deems appropriate. 5.2 CONTRACTOR shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Contract. CONTRACTOR shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act(ADA) in the course of providing any services funded by CITY, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, CONTRACTOR shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. ARTICLE 6 MISCELLANEOUS 6.1 RIGHTS IN DOCUMENTS AND WORK Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Contract are and shall remain the property of CITY; and, if a copyright is claimed, CONTRACTOR grants to CITY a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. In the event of termination of this Contract, any reports, photographs, surveys, and other data and documents prepared by CONTRACTOR,whether finished or unfinished,shall become the property of CITY and shall be delivered by CONTRACTOR to the Contract Administrator within seven (7) days of termination of this Contract by either party. Any compensation due to CONTRACTOR shall be withheld until all documents are received as provided herein. 6.2 AUDIT RIGHT AND RETENTION OF RECORDS CITY shall have the right to audit the books, records, and accounts of CONTRACTOR and its subcontractors that are related to this Project. CONTRACTOR and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. All books, records, and accounts of CONTRACTOR and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, CONTRACTOR or its subcontractor, as applicable, shall make same available at no cost to CITY in written form. CONTRACTOR and its subcontractors shall preserve and make available, at reasonable times for examination and audit by CITY, all financial records,supporting documents,statistical records,and any other documents pertinent to this Contract for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three(3)years after termination of this Contract. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by CITY to be applicable to CONTRACTOR's and its subcontractors' records, CONTRACTOR and its subcontractors shall comply with all requirements thereof; 4 , however, no confidentialityor non-disclosure requirement of either federal or state law shall be q violated by CONTRACTOR or its subcontractors. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for CITY's disallowance and recovery of any payment upon such entry. CONTRACTOR shall, by written contract, require its subcontractors to agree to the requirements and obligations of this Section 6.2. 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 (954-480-4215, WEB.CLERK@DEERFIELD-BEACH.COM, CITY OF DEERFIELD BEACH, CITY CLERK'S OFFICE, 150 NE 2ND AVENUE, DEERFIELD BEACH, FL 33441). 6.3 COMPLAINTS AND DISPUTES: All complaints concerning misconduct on the part of the Contractor or disputes between City staff and the Contractor are referred to the City Manager or his designee, who shall conduct investigations and inquiries, including discussions with the Contractor and involved staff. The determinations of the City Manager or designee shall be binding upon the parties, and failure of the CONTRACTOR to follow any such determination could be considered a material breach and subject the CONTRACTOR to termination for cause. The CONTRACTOR agrees that any complaints received by the City concerning misconduct on the part of the CONTRACTOR, such as excessive charges, poor business practices etc., will be referred to the Office of the City Manager for appropriate action. The CONTRACTOR agrees to make any complaints concerning the City of Deerfield Beach available to the Office of the City Manager for action as required. 6.4 THIRD PARTY BENEFICIARIES Neither CONTRACTOR nor CITY intends to directly or substantially benefit a third party by this Contract. Therefore, the parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to assert a right or claim against either of them based upon this Contract. 6.5 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present,the parties designate the following: 5 I FOR CITY: Burgess Hanson, City Manager City of Deerfield Beach 150 NE 2nd Avenue Deerfield Beach, FL 33441 FOR CONTRACTOR: Ferguson Waterworks Attn: Drew Petonick 1950 NW 18 Street Pompano Beach, FL 33069 954-973-8100 6.6 MATERIALITY AND WAIVER OF BREACH CITY and CONTRACTOR agree that each requirement, duty, and obligation set forth herein was bargained for at arms-length and is agreed to by the parties in exchange for quid pro quo,that each is substantial and important to the formation of this Contract and that each is, therefore, a material term hereof. CITY's failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract. 6.7 SEVERANCE In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless CITY or CONTRACTOR elects to terminate this Contract. An election to terminate this Contract based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 6.8 JOINT PREPARATION Each party and its counsel have participated fully in the review and revision of this Contract and acknowledge that the preparation of this Contract has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. 6.9 WAIVER OF JURY TRIAL By entering into this contract, CONTRACTOR, and CITY hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this contract. 6.10 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the Board and CONTRACTOR or others delegated authority to or otherwise authorized to execute same on their behalf. 6.11 PRIOR CONTRACTS This document represents the final and complete understanding of the parties and incorporates or 6 i i I e 1 j supersedes all prior negotiations, correspondence, conversations, Contracts, and understandings applicable to the matters contained herein. The parties agree that there is no commitment, Contract, or understanding concerning the subject matter of this Contract that is not contained in this written document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or Contract, whether oral or written. 6.12 REPRESENTATION OF AUTHORITY Each individual executing this Contract on behalf of a parry hereto hereby represents and warrants that he or she is, on the date he or she signs this Contract, duly authorized by all necessary and appropriate action to execute this Contract on behalf of such party and does so with full legal authority. 6.13 MULTIPLE ORIGINALS Multiple copies of this Contract may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. IN WITNESS WHEREOF the parties have caused these presents to be executed. Witnes CITY OF DEERFIELD BEACH By44�'Aaa-n BURGS HANSON, CITY MANAGER Bate: b 1�/ ATTEST: P.A�--Z-I WNTPA GIL YARD. CIVIC, CITY CLERK APPR AS `�JRM: ��ANDREW S. M � RODI , CITY ATTORNEY CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NONCORPORATION FORMAT, AS APPLICABLE. 7 [If incorporated sign below.} CONTRACTOR ATTEST: Ty�GKw' �A (Name of Corporation) By (Secretary) (Signature) ` o (Cor ' (Type Name/Title Signed Above) y da of , 20 t [If not incorporated sign below.] CONTRACTOR WITNESSES: (Name) By (Signature) (Type Name Signed Above) day of , 20_. CITY REQUIRES TWO (2) FULLY-EXECUTED CONTRACTS, FOR DISTRIBUTION 8 F f ATTACHMENT"A" ADDITIONAL TERMS AND CONDITIONS 9 a City of Deerfield Beach Water Meter Fittings and Water Line Accessories, ITB#2018-19/12 THIS CONTRACT is entered into by and between the CITY OF DEERFIELD BEACH (CITY), a municipal corporation and Fortiline, Inc,(CONTRACTOR),as follows WITNESSETH: WHEREAS, pursuant to ITB#2018-19/12(the ITB)the CITY accepted competitive bids for Water Meter Fittings and Water Line Accessories(the Products); and WHEREAS,the product is delineated in the ITB;and WHEREAS, this Contract represents a cooperative procurement for the Southeast Florida Governmental Purchasing Cooperative Group;and WHEREAS, this Contract, the ITB and the CONTRACTOR' Submittal constitute the entire Contract and describe the product to be provided; and WHEREAS,after evaluation of price and other evaluation criteria specified in the ITB the CITY has determined that the CONTRACTOR has the necessary resources, experience and ability to perform the contract at a competitive price;and WHEREAS, the CITY has awarded the contract to CONTRACTOR for the Product on March 5, 2019, Resolution No 20 / NOW THEREFORE, be it agreed by and between the parties as follows: ARTICLE I INTRODUCTION AND SCOPE OF PRODUCTS 1.1 The above referenced Whereas clauses are true and correct and made a part hereof. 1.2 This Contract, the ITB,together with the response to the ITB of CONTRACTOR, Exhibit"A"shall constitute the entire Contract, except to the extent specifically modified on Attachment `A' Additional Terms and Conditions. The parties agree that the Detailed Specifications are a description of CONTRACTOR's obligations and responsibilities and is deemed to include preliminary considerations and prerequisites, and all labor,materials,equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by CONTRACTOR Impractical, Illogical,or unconscionable. 1.3 Except as specifically modified herein,CONTRACTOR shall be bound by the terms and conditions and prices as set forth in the ITB and the CONTRACTOR'S Response to the ITB. When the terms and conditions of this Contract may be read as consistent with the ITB, then and in that respect, the terms of both the ITB and this Contract shall be read as being consistent and shall be binding on both parties. Where terms and conditions of this Contract contradict anything as set forth In the ITB or the response to the ITB,then the terms and conditions of this Contract shall be binding and in full force and effect to the extent of any Inconsistency. 1 t i I 1.4 This is a non-exclusive contract. The CITY may, in its sole and absolute discretion, utilize other parties to provide any of the products or services listed In the ITB, or any aspect of the Products If the CITY deems it to be in the best Interest of the CITY. 1.5 CONTRACTOR acknowledges and agrees that the Contract Administrator has no authority to make ' changes that would modify the Products to be provided under this Contract. ARTICLE 2 I TERM AND TIME OF PERFORMANCE I i i 2.1 The initial contract term shall be three(3)years beginning on 3/6/2019 and ending 315/2022. The City reserves the right to renew the Contract for three(3)additional one(1)year periods providing all terms, conditions, and scope of services remain the same, both parties agree to the renewal, and such renewal Is approved by the City Manager as set forth In the ITB. The City Manager shall execute any renewal contract. � 22 In the event services are scheduled to end because of the expiration of the contract,the Contractor shall continue the service upon the request of the City Manager or designee.The extension period shall not extend for more than ninety(90)days beyond the expiration date of the existing contract. The CONTRACTOR shall be compensated for the service at the rate In effect when this extension clause Is invoked by the City. 2.3 Time shall be deemed to be of the essence in performing the duties,obligations and responsibilities required by this Contract. ARTICLE 3 COMPENSATION 3.1 The CITY shall compensate the CONTRACTOR for services provided by the CONTRACTOR,CITY agrees to pay CONTRACTOR, in the manner specified In the ITB, the amounts set forth In CONTRACTOR's Response for work actually performed and completed pursuant to this Contract, which amount shall be accepted by CONTRACTOR as full compensation for all such work. It Is acknowledged and agreed by CONTRACTOR that this amount is the maximum payable and constitutes a limitation upon CITY's obligation to compensate CONTRACTOR for its services related to this Contract. This amount, however, does not constitute a limitation, of any sat, upon CONTRACTOR's obligation to perform all items of work required by or which can be reasonably inferred from the Scope of Services. No amount shall be paid to CONTRACTOR to reimburse its expenses. 3.2 The CONTRACTOR and the CITY shall abide by the Local Government Prompt Payment Act, FL SS. 218.70-218.80. 2 ARTICLE 4 TERMINATION OR SUSPENSION 4.1 This Contract may be terminated for convenience by the CITY. Termination for convenience by the CITY shall be effective on the termination date stated in written notice provided by CITY,which termination date shall be not less than thirty(30)days after the date of such written notice. This Contract may also be terminated by the City Manager upon such notice as the City Manager deems appropriate under the circumstances in the event the City Manager determines that termination is necessary to protect the public health or safety. The parties agree that if CITY erroneously, Improperly or unjustifiably terminates for cause,such termination shall be deemed a termination for convenience, which shall be effective thirty(30)days after such notice of termination for cause is provided. 4.2 This Contract may be terminated for cause for reasons including, but not limited to, CONTRACTOR's repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices,failure to suitably perform the work;or failure to continuously perform the work In a manner calculated to meet or accomplish the objectives as set forth in this Contract. 4.3 Notice of termination shall be provided in accordance with the"NOTICES"section of this Contract except that notice of termination by the City Manager,which the City Manager deems necessary to protect the public health,safety,or welfare may be verbal notice that shall be promptly confirmed In writing in accordance with the"NOTICES"section of this Contract. 4.4 In the event this Contract Is terminated for convenience, CONTRACTOR shall be paid for any services properly performed under the Contract through the termination date specified in the written notice of termination.CONTRACTOR acknowledges and agrees that it has received good,valuable and sufficient consideration from CITY, the receipt and adequacy of which are, hereby acknowledged by CONTRACTOR,for CITY's right to terminate this Contract for convenience. 4.5 In the event this Contract is terminated for any reason,any amounts due CONTRACTOR shall be ' withheld by CITY until all documents are provided to CITY pursuant to Section 6.1 of Article 6. 1 4.6 Should at any time during the term of this contract,including any option terms,the CONTRACTOR Is in violation of any of the terns and conditions of this contract, the City shall have the right to suspend the CONTRACTOR until the violation is resolved to the satisfaction of the City. If the violation is not promptly resolved or is of such serious nature that the City determines that suspension is not adequate,the City reserves the right to terminate for cause. 4.6.1 In the event a CONTRACTOR is terminated, the City may assign the contract to another CONTRACTOR, or seek a new CONTRACTOR, until the contract is re-let, or until the end of the contract term then in effect,at its sole option and shall reserve all legal remedies for { damages and other relief. 6RTICLE 5 EEO AND ADA COMPLIANCE 5.1 CONTRACTOR shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, political affiliation or disability in the performance of this Contract,the solicitation for 3 I 9 or purchase of goods or services relating to this Contract, or in subcontracting work in the performance of this Contract, CONTRACTOR shall Include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements In 49 C.F.R. Parts 23 and 26, as amended. Failure to comply with the foregoing requirements is a material breach of this Contract, which may result In the termination of this Contract or such other remedy as CITY deems appropriate. 5.2 CONTRACTOR shall not unlawfully discriminate against any person in its operations and activities or In its use or expenditure of funds in fulfilling its obligations under this Contract. CONTRACTOR shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act(ADA) In the course of providing any services funded by CITY, Including Titles I and 11 of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition,CONTRACTOR shall take affirmative steps to ensure nondiscrimination In employment against disabled persons. ARTICLE 6 MISCELLANEOUS 6.1 RIGHTS IN DOCUMENTS AND WORK Any and all reports, photographs, surveys, and other data and documents provided or created In connection with this Contract are and shall remain the property of CITY; and, If a copyright is claimed, CONTRACTOR grants to CITY a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. In the event of termination of this Contract, any reports, photographs, surveys, and other data and documents prepared by CONTRACTOR,whether finished or unfinished,shall become the property j of CITY and shall be delivered by CONTRACTOR to the Contract Administrator within seven (7) days of termination of this Contract by either party. Any compensation due to CONTRACTOR shall be withheld until all documents are received as provided herein. 6.2 AUDIT RIGHT AND RETENTION OF RECORDS i CITY shall have the right to audit the books, records, and accounts of CONTRACTOR and its subcontractors that are related to this Project. CONTRACTOR and its subcontractors shall keep such books, records, and accounts as may be necessary In order to record complete and correct entries related to the Project. All books, records, and accounts of CONTRACTOR and Its subcontractors shall be kept In written form, or In a form capable of conversion Into written form within a reasonable time, and upon request to do so, CONTRACTOR or its subcontractor, as applicable,shall make same available at no cost to CITY In written form. CONTRACTOR and its subcontractors shall preserve and make available, at reasonable times for examination and audit by CITY,all financial records,supporting documents,statistical records,and any other documents pertinent to this Contract for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, as may be amended from time to time, 9 applicable, or,if the Florida Public Records Act Is not applicable,for a minimum period of three(3)years after termination of this Contract. If any audit has been Initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever Is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act Is determined by CITY to be applicable to CONTRACTOR's and its subcontractors' records, CONTRACTOR and its subcontractors shall comply with all requirements thereof; 4 I i i I however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by CONTRACTOR or its subcontractors. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for CITY's disallowance and recovery of any payment upon such entry. CONTRACTOR shall, by written contract, require its subcontractors to agree to the requirements and obligations of this Section 6.2. 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 (954-480-4215, WEB.CLERK a-DEERFIELD-BEACH.COM, CITY OF DEERFIELD BEACH, i CITY CLERK'S OFFICE, 150 NE 2ND AVENUE, DEERFIELD BEACH, FL 33441). I 1 6.3 COMPLAINTS AND DISPUTES: All complaints concerning misconduct on the part of the Contractor or disputes between City staff and the Contractor are referred to the City Manager or his designee, who shall conduct investigations and inquiries, including discussions with the Contractor and involved staff. The determinations of the City Manager or designee shall be binding upon the parties, and failure of the CONTRACTOR to follow any such determination could be j considered a material breach and subject the CONTRACTOR to termination for cause. The j CONTRACTOR agrees that any complaints received by the City concerning misconduct on the j part of the CONTRACTOR, such as excessive charges, poor business practices etc., will be referred to the Office of the City Manager for appropriate action. The CONTRACTOR agrees to make any complaints concerning the City of Deerfield Beach available to the Office of the City Manager for action as required. 6.4 THIRD PARTY BENEFICIARIES i Neither CONTRACTOR nor CITY intends to directly or substantially benefit a third party by this Contract Therefore, the parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to assert a right or claim against either of them based upon this Contract. I 6.5 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom It Is Intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present,the parties designate the following: 5 I FOR CITY: Burgess Hanson,City Manager City of Deerfield Beach 150 NE 2nd Avenue j Deerfield Beach, FL 33441 i I FOR CONTRACTOR: Fortiline, Inc. Attn:Sheri Smith 7025 Northwinds Drive, NW Concord, NC 28147 704-788-9859 6.6 MATERIALITY AND WAIVER OF BREACH ! CITY and CONTRACTOR agree that each requirement, duty, and obligation set forth herein was bargained for at arms-length and is agreed to by the parties in exchange for quid pro quo,that each is substantial and important to the formation of this Contract and that each Is,therefore,a material term hereof. CITY's failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract. ! 6.7 SEVERANCE In the event a portion of this Contract Is found by a court of competent jurisdiction to be invalid,the remaining provisions shall continue to be effective unless CITY or CONTRACTOR elects to terminate this Contract. An election to terminate this Contract based upon this provision shall be made within seven(7)days after the finding by the court becomes final. 6.8 JOINT PREPARATION Each party and its counsel have participated fully in the review and revision of this Contract and acknowledge that the preparation of this Contract has been their joint effort, The language agreed to expresses their mutual Intent and the resulting document shall not,solely as a matter of judicial construction, be construed more severely against one of the parties than the other. The language In this Contract shall be Interpreted as to its fair meaning and not strictly for or against any party. 6.9 WAIVER OF JURY TRIAL By entering into this contract, CONTRACTOR,and CITY hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this contract. 6.10 AMENDMENTS- No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the Board and CONTRACTOR or others delegated authority to or otherwise authorized to execute same on their behalf. 6.11 PRIOR CONTRACTS This document represents the final and complete understanding of the parties and Incorporates or 6 i i supersedes all prior negotiations, correspondence, conversations, Contracts,and understandings applicable to the matters contained herein. The parties agree that there is no commitment, Contract, or understanding concerning the subject matter of this Contract that is not contained in this written document. Accordingly,the parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or Contract,whether oral or written. 6.12 REPRESENTATION OF AUTHORITY Each individual executing this Contract on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Contract, duly authorized by all necessary and appropriate action to execute this Contract on behalf of such party and does so with full legal authority. 6.13 MULTIPLE ORIGINALS Multiple copies of this Contract may be executed by all parties, each of which, bearing original signatures,shall have the force and effect of an original document. IN WITNESS WHEREOF the parties have caused these presents to be executed. Witn CITY OF DEERFIEL BE H By: G'I/"" ?BURG ANS N,CITY MANAGER Dat .2 ATTEST: VQWJ GILLY D, CIVIC,CITY CLERK AP P OV D AS M: REW S. MAUROD CI 1(ATTORNEY i i CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NONCORPORATION FORMAT,AS APPLICABLE. 7 [If incorporated sign below.) CONTRACTOR ATTEST: Fortiline, Inc, (Name of Corporation) ........... By cretary) (Signatu'!W7 (Corporate Seal (Type NamefTitle Signed Above) rZd Cal day of . 20 10b 0 t h C [if not incorporated sign below.) CONTRACTOR WITNESSES: (Name) (Signature) (Type Name Signed Above) day of 20 CITY REQUIRES TWO(2)FULLY-EXECUTED CONTRACTS, FOR DISTRIBUTION 8 I ATTACHMENT"A" ADDITIONAL TERMS AND CONDITIONS i 9 City of Deerfield Beach Water Meter Fittings and Water Line Accessories, ITB#2018-19/12 THIS CONTRACT is entered into by and between the CITY OF DEERFIELD BEACH (CITY), a municipal corporation and Core and Main LP, (CONTRACTOR), as follows WITNESSETH: WHEREAS, pursuant to ITB #2018-19/12 (the ITB)the CITY accepted competitive bids for Water Meter Fittings and Water Line Accessories (the Products); and WHEREAS, the product is delineated in the ITB; and WHEREAS, this Contract represents a cooperative procurement for the Southeast Florida Governmental Purchasing Cooperative Group; and WHEREAS, this Contract, the ITB and the CONTRACTOR's Submittal constitute the entire Contract and describe the product to be provided; and WHEREAS,after evaluation of price and other evaluation criteria specified in the ITB the CITY has determined that the CONTRACTOR has the necessary resources, experience and ability to perform the contract at a competitive price; and WHEREAS, the CITY has awarded the contract to CONTRACTOR for the Product on March 5, 2019, Resolution No 20_1 ; NOW THEREFORE, be it agreed by and between the parties as follows: ARTICLE I INTRODUCTION AND SCOPE OF PRODUCTS 1.1 The above referenced Whereas clauses are true and correct and made a part hereof. 1.2 This Contract, the ITB, together with the response to the ITB of CONTRACTOR, Exhibit W shall constitute the entire Contract, except to the extent specifically modified on Attachment W Additional Terms and Conditions. The parties agree that the Detailed Specifications are a description of CONTRACTOR's obligations and responsibilities and is deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by CONTRACTOR impractical, illogical, or unconscionable. 1.3 Except as specifically modified herein, CONTRACTOR shall be bound by the terms and conditions and prices as set forth in the ITB and the CONTRACTOR'S Response to the ITB. When the terms and conditions of this Contract may be read as consistent with the ITB, then and in that respect, the terms of both the ITB and this Contract shall be read as being consistent and shall be binding on both parties. Where terms and conditions of this Contract contradict anything as set forth in the ITB or the response to the ITB, then the terms and conditions of this Contract shall be binding and in full force and effect to the extent of any inconsistency. 1 1.4 This is a non-exclusive contract. The CITY may, in its sole and absolute discretion, utilize other parties to provide any of the products or services listed in the ITB, or any aspect of the Products if the CITY deems it to be in the best interest of the CITY. 1.5 CONTRACTOR acknowledges and agrees that the Contract Administrator has no authority to make changes that would modify the Products to be provided under this Contract. ARTICLE 2 TERM AND TIME OF PERFORMANCE 2.1 The initial contract term shall be three (3)years beginning on 3/6/2019 and ending 3/5/2022. The City reserves the right to renew the Contract for three (3)additional one (1)year periods providing all terms, conditions, and scope of services remain the same, both parties agree to the renewal, and such renewal is approved by the City Manager as set forth in the ITB. The City Manager shall execute any renewal contract. 2.2 In the event services are scheduled to end because of the expiration of the contract,the Contractor shall continue the service upon the request of the City Manager or designee.The extension period shall not extend for more than ninety(90)days beyond the expiration date of the existing contract. The CONTRACTOR shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. 2.3 Time shall be deemed to be of the essence in performing the duties,obligations and responsibilities required by this Contract. ARTICLE 3 COMPENSATION 3.1 The CITY shall compensate the CONTRACTOR for services provided by the CONTRACTOR,CITY agrees to pay CONTRACTOR, in the manner specified in the ITB, the amounts set forth in CONTRACTOR's Response for work actually performed and completed pursuant to this Contract, which amount shall be accepted by CONTRACTOR as full compensation for all such work. It is acknowledged and agreed by CONTRACTOR that this amount is the maximum payable and constitutes a limitation upon CITY's obligation to compensate CONTRACTOR for its services related to this Contract. This amount, however, does not constitute a limitation, of any sort, upon CONTRACTOR's obligation to perform all items of work required by or which can be reasonably inferred from the Scope of Services. No amount shall be paid to CONTRACTOR to reimburse its expenses. 3.2 The CONTRACTOR and the CITY shall abide by the Local Government Prompt Payment Act, FL SS. 218.70-218.80. 2 i F e ' ARTICLE 4 TERMINATION OR SUSPENSION 4.1 This Contract may be terminated for convenience by the CITY. Termination for convenience by the CITY shall be effective on the termination date stated in written notice provided by CITY,which termination date shall be not less than thirty (30) days after the date of such written notice. This Contract may also be terminated by the City Manager upon such notice as the City Manager deems appropriate under the circumstances in the event the City Manager determines that termination is necessary to protect the public health or safety. The parties agree that if CITY erroneously, improperly or unjustifiably terminates for cause,such termination shall be deemed a termination for convenience, which shall be effective thirty (30)days after such notice of termination for cause is E provided. 4.2 This Contract may be terminated for cause for reasons including, but not limited to, CONTRACTOR's repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices,failure to suitably perform the work;or failure to continuously perform the work in a manner calculated to meet or accomplish the objectives as set forth in this Contract. 4.3 Notice of termination shall be provided in accordance with the"NOTICES"section of this Contract except that notice of termination by the City Manager, which the City Manager deems necessary to protect the public health,safety, or welfare may be verbal notice that shall be promptly confirmed in writing in accordance with the"NOTICES"section of this Contract. 4.4 In the event this Contract is terminated for convenience, CONTRACTOR shall be paid for any services properly performed under the Contract through the termination date specked in the written notice of termination.CONTRACTOR acknowledges and agrees that it has received good,valuable and sufficient consideration from CITY, the receipt and adequacy of which are, hereby acknowledged by CONTRACTOR, for CITY's right to terminate this Contract for convenience. 4.5 In the event this Contract is terminated for any reason, any amounts due CONTRACTOR shall be withheld by CITY until all documents are provided to CiTY pursuant to Section 6.1 of Article 6. 4.6 Should at any time during the term of this contract, including any option terms,the CONTRACTOR is in violation of any of the terms and conditions of this contract, the City shall have the right to suspend the CONTRACTOR until the violation is resolved to the satisfaction of the City. If the violation is not promptly resolved or is of such serious nature that the City determines that suspension is not adequate,the City reserves the right to terminate for cause. 4.6.1 In the event a CONTRACTOR is terminated, the City may assign the contract to another CONTRACTOR, or seek a new CONTRACTOR, until the contract is re-let, or until the end of the contract term then in effect, at its sole option and shall reserve all legal remedies for damages and other relief. ARTICLE 5 EEO AND ADA COMPLIANCE 5.1 CONTRACTOR shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, political affiliation or disability in the performance of this Contract, the solicitation for 3 I or purchase of goods or services relating to this Contract, or in subcontracting work in the performance of this Contract. CONTRACTOR shall include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26, as amended. Failure to comply with the foregoing requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as CITY deems appropriate. 5.2 CONTRACTOR shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Contract. CONTRACTOR shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act(ADA) in the course of providing any services funded by CITY, including Titles 1 and 11 of the ADA I (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition,CONTRACTOR shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. ARTICLE 6 MISCELLANEOUS 6.1 RIGHTS IN DOCUMENTS AND WORK Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Contract are and shall remain the property of CITY; and, if a copyright is claimed, CONTRACTOR grants to CITY a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. In the event of termination of this Contract, any reports, photographs, surveys, and other data and documents prepared by CONTRACTOR,whether finished or unfinished, shall become the property of CITY and shall be delivered by CONTRACTOR to the Contract Administrator within seven (7) days of termination of this Contract by either party. Any compensation due to CONTRACTOR shall be withheld until all documents are received as provided herein. 6.2 AUDIT RIGHT AND RETENTION OF RECORDS CITY shall have the right to audit the books, records, and accounts of CONTRACTOR and its subcontractors that are related to this Project. CONTRACTOR and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. All books, records, and accounts of CONTRACTOR and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, CONTRACTOR or its subcontractor, as applicable, shall make same available at no cost to CITY in written form. CONTRACTOR and its subcontractors shall preserve and make available, at reasonable times for examination and audit by CITY, all financial records,supporting documents,statistical records,and any other documents pertinent to this Contract for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3)years after termination of this Contract. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by CITY to be applicable to CONTRACTOR's and its subcontractors' records, CONTRACTOR and its subcontractors shall comply with all requirements thereof; 4 however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by CONTRACTOR or its subcontractors. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for CITY's disallowance and recovery of any payment upon such entry. CONTRACTOR shall, by written contract, require its subcontractors to agree to the requirements and obligations of this Section 6.2. 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 (954-480-4215, WEB.CLERK@DEERFIELD-BEACH.COM, CITY OF DEERFIELD BEACH, CITY CLERK'S OFFICE, 150 NE 2ND AVENUE, DEERFIELD BEACH, FL 33441). 6.3 COMPLAINTS AND DISPUTES: All complaints concerning misconduct on the part of the Contractor or disputes between City staff and the Contractor are referred to the City Manager or his designee, who shall conduct investigations and inquiries, including discussions with the Contractor and involved staff. The determinations of the City Manager or designee shall be binding upon the parties, and failure of the CONTRACTOR to follow any such deterrnination could be considered a material breach and subject the CONTRACTOR to termination for cause. The CONTRACTOR agrees that any complaints received by the City concerning misconduct on the part of the CONTRACTOR, such as excessive charges, poor business practices etc., will be referred to the Office of the City Manager for appropriate action. The CONTRACTOR agrees to make any complaints concerning the City of Deerfield Beach available to the Office of the City Manager for action as required. 6.4 THIRD PARTY BENEFICIARIES Neither CONTRACTOR nor CITY intends to directly or substantially benefit a third party by this Contract. Therefore, the parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to assert a right or claim against either of them based upon this Contract. 6.5 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present,the parties designate the following: 5 FOR Cl Burgess Hanson, City Manager City of Deerfield Beach 150 NE 2nd Avenue Deerfield Beach, FL 33441 FOR CONTRACTOR: i Core and Main LP Attn: Susan Reed 4310 NW 10 Avenue Oakland Paris FL 33309 j 954-772-7343 6.6 MATERIALITY AND WAIVER OF BREACH CITY and CONTRACTOR agree that each requirement, duty, and obligation set forth herein was bargained for at arms-length and is agreed to by the parties in exchange for quid pro quo,that each is substantial and important to the formation of this Contract and that each is,therefore, a material term hereof. CITY's failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract. 6.7 SEVERANCE In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless CITY or CONTRACTOR elects to terminate this Contract. An election to terminate this Contract based upon this provision shall be made within seven (7)days after the finding by the court becomes final. 6.8 JOINT PREPARATION Each party and its counsel have participated fully in the review and revision of this Contract and acknowledge that the preparation of this Contract has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. 6.9 WAIVER OF JURY TRIAL By entering into this contract, CONTRACTOR, and CITY hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this contract. 6.10 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the Board and CONTRACTOR or others delegated authority to or otherwise authorized to execute same on their behalf. 6.11 PRIOR CONTRACTS This document represents the final and complete understanding of the parties and incorporates or 6 supersedes all prior negotiations, correspondence, conversations, Contracts, and understandings applicable to the matters contained herein. The parties agree that there is no commitment, Contract, or understanding concerning the subject matter of this Contract that is not contained in this written document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or Contract, whether oral or written. 6.12 REPRESENTATION OF AUTHORITY Each individual executing this Contract on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Contract, duly authorized by all necessary and appropriate action to execute this Contract on behalf of such party and does so with full legal authority. 6.13 MULTIPLE ORIGINALS Multiple copies of this Contract may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. IN WITNESS WHEREOF the parties have caused these presents to be executed. Witnes s CITY OF DEERFIELD BEACH BUR ES HANSON, CITY MANAGER AN 1 Date: 1.2 ATTEST: -rr- 5��ftj. N HA!IL YARD, CIVIC, CITY CLERK APP AS M: L— V4-A7NDREW S. MAURODi , CITY ATTORNEY CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NONCORPORATION FORMAT, AS APPLICABLE. 7 [If incorporated sign below.] CONTRACTOR ATTEST: (Name of Corporation) By (Secretary) (Signature) (Corporate Seal) (Type Name/Title Signed Above) day of , 20 [if not incorporated sign below.] CONTRACTOR WITN SSES: Core&Main LP (Name) Y (Signature) Susan Reed, Muncipal Sales Coordinator (Type Name Signed Above) 27 day of February , 20 19 . CITY REQUIRES TWO(2) FULLY-EXECUTED CONTRACTS, FOR DISTRIBUTION 8 ATTACHMENT"A" ADDITIONAL TERMS AND CONDITIONS 9 DccuStat Envelope ID:8D09AB22-5027-4850-A550-ND8F898517A DELEGATION OF AUTHORITY I,Charles E.Reed, Regional Vice President of Core&Main LP, a Florida limited partnership (the"Company"),hereby delegate authority to Susan Reed(the "Delegate"),to execute and deliver the Contract for Water Meter Fittings and Water Line Accessories—ITB 42018-19/12 (the"Document")to the City of Deerfield Beach, Florida, and to take or cause to be taken any and all actions in connection therewith as such individual may consider necessary or desirable, with such necessity or desirability being conclusively evidenced by the actions so taken, on behalf of the Company. This Delegation is limited to the Document as described above. The Delegation is personal to the Delegate. The Delegate may not further delegate the authorities granted in this Delegation. IN WITNESS WHEREOF, I have hereunto set my hand this 2/26/2019 CORE&MAIN LP, a Florida limited partnership By. C91,9 f'QJ2 Charles E. Reed Regional Vice President City of Deerfield Beach Water Meter Fittings and Water Line Accessories, ITB#2018-19/12 THIS CONTRACT is entered into by and between the CITY OF DEERFIELD BEACH (CITY), a municipal corporation and Lehman Pipe and Supply, (CONTRACTOR), as follows WITNESSETH: WHEREAS, pursuant to ITB #2018-19/12 (the ITB)the CITY accepted competitive bids for Water Meter Fittings and Water Line Accessories (the Products); and i WHEREAS, the product is delineated in the ITB; and WHEREAS, this Contract represents a cooperative procurement for the Southeast Florida Governmental Purchasing Cooperative Group; and i WHEREAS, this Contract, the ITB and the CONTRACTOR's Submittal constitute the entire Contract and describe the product to be provided; and WHEREAS,after evaluation of price and other evaluation criteria specified in the ITB the CITY has determined that the CONTRACTOR has the necessary resources, experience and ability to perform the contract at a competitive price; and WHEREAS, the CITY has awarded the contract to CONTRACTOR for the Product on March 5, ! 2019, Resolution No 20_! i NOW THEREFORE, be it agreed by and between the parties as follows: i j ARTICLE I INTRODUCTION AND SCOPE OF PRODUCTS j { a 1.1 The above referenced Whereas clauses are true and correct and made a part hereof. 1.2 This Contract, the ITB, together with the response to the ITB of CONTRACTOR, Exhibit "A" shall constitute the entire Contract, except to the extent specifically modified on Attachment "A" Additional Terms and Conditions. The parties agree that the Detailed Specifications are a description of CONTRACTOR's obligations and responsibilities and is deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by CONTRACTOR impractical, illogical, or unconscionable. 1.3 Except as specifically modified herein, CONTRACTOR shall be bound by the terms and conditions and prices as set forth in the ITB and the CONTRACTOR'S Response to the ITB. When the terms and conditions of this Contract may be read as consistent with the ITB, then and in that respect, the terms of both the ITB and this Contract shall be read as being consistent and shall be binding on both parties. Where terms and conditions of this Contract contradict anything as set forth in the ITB or the response to the ITB, then the terms and conditions of this Contract shall be binding and in full force and effect to the extent of any inconsistency. 1 1.A This is a non-exclusive contract. The CITY may, in its sole and absolute discretion, utilize other parties to provide any of the products or services listed in the ITB, or any aspect of the Products if the CITY deems it to be in the best interest of the CITY. 1.5 CONTRACTOR acknowledges and agrees that the Contract Administrator has no authority to make changes that would modify the Products to be provided under this Contract. ARTICLE 2 TERM AND TIME OF PERFORMANCE 2.1 The initial contract term shall be three(3)years beginning on 3/6/2019 and ending 3/5/2022. The City reserves the right to renew the Contract for three (3)additional one(1)year periods providing all terms, conditions, and scope of services remain the same, both parties agree to the renewal, and such renewal is approved by the City Manager as set forth in the ITB. The City Manager shall execute any renewal contract. 2.2 In the event services are scheduled to end because of the expiration of the contract,the Contractor shall continue the service upon the request of the City Manager or designee. The extension period shall not extend for more than ninety(90)days beyond the expiration date of the existing contract. The CONTRACTOR shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. 2.3 Time shall be deemed to be of the essence in performing the duties,obligations and responsibilities required by this Contract. ARTICLE 3 COMPENSATION 3.1 The CITY shall compensate the CONTRACTOR for services provided by the CONTRACTOR, CITY agrees to pay CONTRACTOR, in the manner specified in the ITB, the amounts set forth in CONTRACTOR's Response for work actually performed and completed pursuant to this Contract, which amount shall be accepted by CONTRACTOR as full compensation for all such work. It is acknowledged and agreed by CONTRACTOR that this amount is the maximum payable and constitutes a limitation upon CITY's obligation to compensate CONTRACTOR for its services related to this Contract. This amount, however, does not constitute a limitation, of any sort, upon CONTRACTOR's obligation to perform all items of work required by or which can be reasonably inferred from the Scope of Services. No amount shall be paid to CONTRACTOR to reimburse its expenses. 3.2 The CONTRACTOR and the CITY shall abide by the Local Government Prompt Payment Act, FL SS, 218.70-218.80. 2 ARTICLE 4 TERMINATION OR SUSPENSION 4.1 This Contract may be terminated for convenience by the CITY. Termination for convenience by the CiTY shall be effective on the termination date stated in written notice provided by CITY,which termination date shall be not less than thirty (30) days after the date of such written notice. This Contract may also be terminated by the City Manager upon such notice as the City Manager deems appropriate under the circumstances in the event the City Manager determines that termination is necessary to protect the public health or safety. The parties agree that if CITY erroneously, improperly or unjustifiably terminates for cause,such termination shall be deemed a termination for convenience, which shall be effective thirty (30) days after such notice of termination for cause is provided. 4.2 This Contract may be terminated for cause for reasons including, but not limited to, CONTRACTOR"s repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices,failure to suitably perform the work; or failure to continuously perform the work in a manner calculated to meet or accomplish the objectives as set forth in this Contract. 4.3 Notice of termination shall be provided in accordance with the"NOTICES"section of this Contract except that notice of termination by the City Manager, which the City Manager deems necessary to protect the public health,safety,or welfare may be verbal notice that shall be promptly confirmed in writing in accordance with the"NOTICES"section of this Contract. 4.4 In the event this Contract is terminated for convenience, CONTRACTOR shall be paid for any services properly performed under the Contract through the termination date specified in the written notice of termination.CONTRACTOR acknowledges and agrees that it has received good,valuable and sufficient consideration from CITY, the receipt and adequacy of which are, hereby acknowledged by CONTRACTOR,for CITY's right to terminate this Contract for convenience. 4.5 In the event this Contract is terminated for any reason, any amounts due CONTRACTOR shall be withheld by CITY until all documents are provided to CiTY pursuant to Section 6.1 of Article 6. 4.6 Should at any time during the term of this contract, including any option terms,the CONTRACTOR is in violation of any of the terms and conditions of this contract, the City shall have the right to suspend the CONTRACTOR until the violation is resolved to the satisfaction of the City. If the violation is not promptly resolved or is of such serious nature that the City determines that suspension is not adequate, the City reserves the right to terminate for cause. 4.6.1 In the event a CONTRACTOR is terminated, the City may assign the contract to another CONTRACTOR, or seek a new CONTRACTOR, until the contract is re-let, or until the end of the contract term then in effect,at its sole option and shall reserve all legal remedies for damages and other relief. ARTICLE 5 EEO AND ADA COMPLIANCE 5.1 CONTRACTOR shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, political affiliation or disability in the performance of this Contract, the solicitation for 3 or purchase of goods or services relating to this Contract, or in subcontracting work in the performance of this Contract. CONTRACTOR shall include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26, as amended. Failure to comply with the foregoing requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as CITY deems appropriate. 5.2 CONTRACTOR shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Contract. CONTRACTOR shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act(ADA) in the course of providing any services funded by CITY, including Titles I and 11 of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition,CONTRACTOR shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. ARTICLE 6 MISCELLANEOUS 6.1 RIGHTS IN DOCUMENTS AND WORK Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Contract are and shall remain the property of CITY; and, if a copyright is claimed, CONTRACTOR grants to CITY a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. In the event of termination of this Contract, any reports, photographs, surveys, and other data and documents prepared by CONTRACTOR,whether finished or unfinished,shall become the property of CITY and shall be delivered by CONTRACTOR to the Contract Administrator within seven (7) days of termination of this Contract by either party. Any compensation due to CONTRACTOR shall be withheld until all documents are received as provided herein. 6.2 AUDIT RIGHT AND RETENTION OF RECORDS CITY shall have the right to audit the books, records, and accounts of CONTRACTOR and its subcontractors that are related to this Project. CONTRACTOR and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. All books, records, and accounts of CONTRACTOR and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, CONTRACTOR or its subcontractor, as applicable, shall make same available at no cost to CITY in written form. CONTRACTOR and its subcontractors shall preserve and make available, at reasonable times for examination and audit by CITY,all financial records,supporting documents,statistical records,and any other documents pertinent to this Contract for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three(3)years after termination of this Contract. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by CITY to be applicable to CONTRACTOR's and its subcontractors' records, CONTRACTOR and its subcontractors shall comply with all requirements thereof; 4 r however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by.CONTRACTOR or its subcontractors. Any incomplete or incorrect entry in such books, records,and accounts shall be a basis for CITY's disallowance and recovery of any payment upon such entry. CONTRACTOR shall, by written contract, require its subcontractors to agree to the requirements and obligations of this Section 6.2. 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 (954480-4215, _WEB.CLERK(a-),DEERFIELD-BEACH.COM, CITY OF DEERFIELD BEACH, CITY CLERK'S OFFICE, 150 NE 2ND AVENUE, DEERFIELD BEACH, FL 33441). 6.3 COMPLAINTS AND DISPUTES: All complaints concerning misconduct on the part of the Contractor or disputes between City staff and the Contractor are referred to the City Manager or his designee, who shall conduct investigations and inquiries, including discussions with the Contractor and involved staff. The determinations of the City Manager or designee shall be binding upon the parties, and failure of the CONTRACTOR to follow any such determination could be considered a material breach and subject the CONTRACTOR to termination for cause. The CONTRACTOR agrees that any complaints received by the City concerning misconduct on the part of the CONTRACTOR, such as excessive charges, poor business practices etc., will be referred to the Office of the City Manager for appropriate action. The CONTRACTOR agrees to make any complaints concerning the City of Deerfield Beach available to the Office of the City Manager for action as required. 6.4 THIRD PARTY BENEFICIARIES Neither CONTRACTOR nor CITY intends to directly or substantially benefit a third party by this Contract. Therefore, the parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to assert a right or claim against either of them based upon this Contract. 6.5 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section, For the present,the parties designate the following: i 5 I I FOR CITY: Burgess Hanson, City Manager City of Deerfield Beach 150 NE 2nd Avenue Deerfield Beach, FL 33441 i FOR CONTRACTOR: Lehman Pipe and Supply Attn:Josh Aberman 3575 Northwest 36 Street Miami, FL 33142 305-576-3054 i 6.6 MATERIALITY AND WAIVER OF BREACH CITY and CONTRACTOR agree that each requirement, duty, and obligation set forth herein was j bargained for at arms-length and is agreed to by the parties in exchange for quid pro quo,that each is substantial and important to the formation of this Contract and that each is, therefore, a material term hereof. CITY's failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a I modification of the terms of this Contract, j i 6.7 SEVERANCE In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid,the remaining provisions shall continue to be effective unless CITY or CONTRACTOR elects to i terminate this Contract. An election to terminate this Contract based upon this provision shall be made within seven(7)days after the finding by the court becomes final. 6.8 JOINT PREPARATION Each party and its counsel have participated fully in the review and revision of this Contract and acknowledge that the preparation of this Contract has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. 6.9 WAIVER OF JURY TRIAL By entering into this contract, CONTRACTOR, and CITY hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this contract. 6.10 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the Board and CONTRACTOR or others delegated authority to or otherwise authorized to execute same on their behalf. 6.11 PRIOR CONTRACTS This document represents the final and complete understanding of the parties and incorporates or 6 supersedes all prior negotiations, correspondence, conversations, Contracts, and understandings applicable to the matters contained herein. The parties agree that there is no commitment, Contract, or understanding concerning the subject matter of this Contract that is not contained in this written document. Accordingly,the parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or Contract,whether oral or written. 6.12 REPRESENTATION OF AUTHORITY Each individual executing this Contract on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Contract, duly authorized by all necessary and appropriate action to execute this Contract on behalf of such party and does so with full legal authority. 6.13 MULTIPLE ORIGINALS Multiple copies of this Contract may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. IN WITNESS WHEREOF the parties have caused these presents to be executed. Witnes es: CITY OF DEERFIELD BEAC By. B ANSON, CITY MANAGER Date: 1 ATTEST: A S GILLY D, CIVIC, CITY CLERK AP ED AtS O ORM: DREW S. MAURQDIS CITY ATTORNEY CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NONCORPORATION FORMAT, AS APPLICABLE. 7 [If incorporated sign below.] CONTRACTOR ATTEST: LEHMAN PIPE&PLUMBING SUPPLY,INC. At�4- (Name of rp ration) �7I sy E (Secretary) (Signature) Josh Aberman Executive Vice President (Corporate Seal) (Type Name/Title Signed Above) 22ndday of February 20 19 [If not incorporated sign below.] CONTRACTOR WITNESSES: i E (Name) By (Signature) (Type Name Signed Above) day of , 20_. CITY REQUIRES TWO(2) FULLY-EXECUTED CONTRACTS, FOR DISTRIBUTION 8 ATTACHMENT"A" ADDITIONAL TERMS AND CONDITIONS i 9 t t ti City of Deerfield Beach Water Meter Fittings and Water Line Accessories, ITB#2018-19/12 THIS CONTRACT is entered into by and between the CITY OF DEERFIELD BEACH (CITY), a municipal corporation and Empire Pipe and Supply, (CONTRACTOR), as follows WITNESSETH: WHEREAS, pursuant to ITB#2018-19/12 (the ITB) the CITY accepted competitive bids for Water Meter Fittings and Water Line Accessories(the Products); and WHEREAS, the product is delineated in the ITB; and WHEREAS, this Contract represents a cooperative procurement for the Southeast Florida Governmental Purchasing Cooperative Group; and WHEREAS, this Contract, the ITB and the CONTRACTOR's Submittal constitute the entire Contract and describe the product to be provided; and WHEREAS,after evaluation of price and other evaluation criteria specified in the ITB the CITY has determined that the CONTRACTOR has the necessary resources, experience and ability to perform the contract at a competitive price; and WHEREAS, the CITY has awarded the contract to CONTRACTOR for the Product on March 5, 2019, Resolution No 20 / ; NOW THEREFORE, be it agreed by and between the parties as follows: ARTICLE I INTRODUCTION AND SCOPE OF PRODUCTS 1.1 The above referenced Whereas clauses are true and correct and made a part hereof. 1.2 This Contract, the ITB, together with the response to the ITB of CONTRACTOR, Exhibit"A" shall constitute the entire Contract, except to the extent specifically modified on Attachment "A" Additional Terms and Conditions. The parties agree that the Detailed Specifications are a description of CONTRACTOR's obligations and responsibilities and is deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by CONTRACTOR impractical, illogical, or unconscionable. 1.3 Except as specifically modified herein, CONTRACTOR shall be bound by the terms and conditions and prices as set forth in the ITB and the CONTRACTOR'S Response to the ITB. When the terms and conditions of this Contract may be read as consistent with the ITB, then and in that respect, the terms of both the ITB and this Contract shall be read as being consistent and shall be binding on both parties. Where terms and conditions of this Contract contradict anything as set forth in the ITB or the response to the ITB, then the terms and conditions of this Contract shall be binding and in full force and effect to the extent of any inconsistency. 1 E , 1.4 This is a non-exclusive contract. The CITY may, in its sole and absolute discretion, utilize other parties to provide any of the products or services listed in the ITS, or any aspect of the Products if the CITY deems it to be in the best interest of the CITY. 1.5 CONTRACTOR acknowledges and agrees that the Contract Administrator has no authority to make changes that would modify the Products to be provided under this Contract. ARTICLE 2 TERM AND TIME OF PERFORMANCE 2.1 The initial contract term shall be three(3)years beginning on 3/6/2019 and ending 3/5/2022. The City reserves the right to renew the Contract for three (3) additional one(1)year periods providing all terms, conditions, and scope of services remain the same, both parties agree to the renewal, and such renewal is approved by the City Manager as set forth in the ITS. The City Manager shall execute any renewal contract. 2.2 In the event services are scheduled to end because of the expiration of the contract,the Contractor shall continue the service upon the request of the City Manager or designee.The extension period shall not extend for more than ninety(90)days beyond the expiration date of the existing contract. The CONTRACTOR shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. 2.3 Time shall be deemed to be of the essence in performing the duties, obligations and responsibilities required by this Contract. ARTICLE 3 COMPENSATION 3.1 The CITY shall compensate the CONTRACTOR for services provided by the CONTRACTOR, CITY agrees to pay CONTRACTOR, in the manner specified in the ITS, the amounts set forth in CONTRACTOR's Response for work actually performed and completed pursuant to this Contract, which amount shall be accepted by CONTRACTOR as full compensation for all such work. It is acknowledged and agreed by CONTRACTOR that this amount is the maximum payable and constitutes a limitation upon CITY's obligation to compensate CONTRACTOR for its services related to this Contract. This amount, however, does not constitute a limitation, of any sort, upon CONTRACTOR's obligation to perform all items of work required by or which can be reasonably inferred from the Scope of Services. No amount shall be paid to CONTRACTOR to reimburse its expenses. 3.2 The CONTRACTOR and the CITY shall abide by the Local Government Prompt Payment Act, FL SS. 218.70-218,80. 2 i ARTICLE 4 TERMINATION OR SUSPENSION 4.1 This Contract may be terminated for convenience by the CITY. Termination for convenience by the CITY shall be effective on the termination date stated in written notice provided by CITY,which termination date shall be not less than thirty (30) days after the date of such written notice. This Contract may also be terminated by the City Manager upon such notice as the City Manager deems appropriate under the circumstances in the event the City Manager determines that termination is necessary to protect the public health or safety. The parties agree that if CITY erroneously, improperly or unjustifiably terminates for cause,such termination shall be deemed a termination for convenience, which shalt be effective thirty (30) days after such notice of termination for cause is provided. 4.2 This Contract may be terminated for cause for reasons including, but not limited to, CONTRACTOR's repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices,failure to suitably perform the work;or failure to continuously perform the work in a manner calculated to meet or accomplish the objectives as set forth in this Contract. 4.3 Notice of termination shall be provided in accordance with the"NOTICES"section of this Contract except that notice of termination by the City Manager, which the City Manager deems necessary to protect the public health,safety,or welfare may be verbal notice that shall be promptly confirmed in writing in accordance with the"NOTICES"section of this Contract. 4.4 In the event this Contract is terminated for convenience, CONTRACTOR shall be paid for any services properly performed under the Contract through the termination date specified in the written notice of termination.CONTRACTOR acknowledges and agrees that it has received good,valuable and sufficient consideration from CITY, the receipt and adequacy of which are, hereby acknowledged by CONTRACTOR,for CITY's right to terminate this Contract for convenience. 4.5 In the event this Contract is terminated for any reason, any amounts due CONTRACTOR shall be withheld by CITY until all documents are provided to CITY pursuant to Section 6.1 of Article 6. 4.6 Should at any time during the term of this contract, including any option terms,the CONTRACTOR is in violation of any of the terms and conditions of this contract, the City shall have the right to suspend the CONTRACTOR until the violation is resolved to the satisfaction of the City. If the violation is not promptly resolved or is of such serious nature that the City determines that suspension is not adequate,the City reserves the right to terminate for cause. 4.6.1 In the event a CONTRACTOR is terminated, the City may assign the contract to another CONTRACTOR, or seek a new CONTRACTOR, until the contract is re-let, or until the end of the contract term then in effect, at its sole option and shall reserve all legal remedies for damages and other relief. ARTICLE 5 EEO AND ADA COMPLIANCE 5.1 CONTRACTOR shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, political affiliation or disability in the performance of this Contract, the solicitation for 3 or purchase of goods or services relating to this Contract, or in subcontracting work in the performance of this Contract. CONTRACTOR shall include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26, as amended. Failure to comply with the foregoing requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as CiTY deems appropriate. 5.2 CONTRACTOR shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Contract. CONTRACTOR shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act(ADA) in the course of providing any services funded by CITY, including Titles i and 11 of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition,CONTRACTOR shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. ARTICLE 6 MISCELLANEOUS 6.1 RIGHTS IN DOCUMENTS AND WORK Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Contract are and shall remain the property of CITY; and, if a copyright is claimed, CONTRACTOR grants to CITY a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. In the event of termination of this Contract, any reports, photographs, surveys, and other data and documents prepared by CONTRACTOR,whether finished or unfinished,shall become the property of CITY and shall be delivered by CONTRACTOR to the Contract Administrator within seven (7) days of termination of this Contract by either party. Any compensation due to CONTRACTOR shall be withheld until all documents are received as provided herein. 6.2 AUDIT RIGHT AND RETENTION OF RECORDS CITY shall have the right to audit the books, records, and accounts of CONTRACTOR and its subcontractors that are related to this Project. CONTRACTOR and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. All books, records, and accounts of CONTRACTOR and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, CONTRACTOR or its subcontractor, as applicable, shall make same available at no cost to CITY in written form. CONTRACTOR and its subcontractors shall preserve and make available, at reasonable times for examination and audit by CITY, all financial records,supporting documents, statistical records,and any other documents pertinent to this Contract for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three(3)years after termination of this Contract. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by CITY to be applicable to CONTRACTOR's and Its subcontractors' records, CONTRACTOR and its subcontractors shall comply with all requirements thereof, 4 however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by CONTRACTOR or its subcontractors. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for CiTY's disallowance and recovery of any payment upon such entry. CONTRACTOR shall, by written contract, require its subcontractors to agree to the requirements and obligations of this Section 6.2. 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 (954-480-4215, WEB.CLERK@DEERFIELD-BEACH.COM, CITY OF DEERFIELD BEACH, CITY CLERK'S OFFICE, 150 NE 2ND AVENUE, DEERFIELD BEACH, FL 33441). 6.3 COMPLAINTS AND DISPUTES: All complaints concerning misconduct on the part of the Contractor or disputes between City staff and the Contractor are referred to the City Manager or his designee, who shall conduct investigations and inquiries, including discussions with the Contractor and involved staff. The determinations of the City Manager or designee shall be binding upon the parties, and failure of the CONTRACTOR to follow any such determination could be considered a material breach and subject the CONTRACTOR to termination for cause. The CONTRACTOR agrees that any complaints received by the City concerning misconduct on the part of the CONTRACTOR, such as excessive charges, poor business practices etc., will be referred to the Office of the City Manager for appropriate action. The CONTRACTOR agrees to make any complaints concerning the City of Deerfield Beach available to the Office of the City Manager for action as required. 6.4 THIRD PARTY BENEFICIARIES Neither CONTRACTOR nor CITY intends to directly or substantially benefit a third party by this Contract. Therefore, the parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to assert a right or claim against either of them based upon this Contract. 6.5 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specked. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present,the parties designate the following: 5 FOR CITY: Burgess Hanson, City Manager City of Deerfield Beach 150 NE 2nd Avenue Deerfield Beach, FL 33441 FOR CONTRACTOR: Empire Pipe and Supply Attn:James Mathis 40 Keys Court Sanford, FL 32773 407-295-2400 6.6 MATERIALITY AND WAIVER OF BREACH CITY and CONTRACTOR agree that each requirement, duty, and obligation set forth herein was bargained for at arms-length and is agreed to by the parties in exchange for quid pro quo,that each is substantial and important to the formation of this Contract and that each is,therefore, a material term hereof. CITY's failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract. 6.7 SEVERANCE In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid,the remaining provisions shall continue to be effective unless CITY or CONTRACTOR elects to terminate this Contract. An election to terminate this Contract based upon this provision shall be made within seven (7)days after the finding by the court becomes final. 6.8 JOINT PREPARATION Each party and its counsel have participated fully in the review and revision of this Contract and acknowledge that the preparation of this Contract has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. 6.9 WAIVER OF JURY TRIAL By entering into this contract, CONTRACTOR, and CITY hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this contract. 6.10 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the Board and CONTRACTOR or others delegated authority to or otherwise authorized to execute same on their behalf. 6.11 PRIOR CONTRACTS This document represents the final and complete understanding of the parties and incorporates or 6 supersedes all prior negotiations, correspondence, conversations, Contracts, and understandings applicable to the matters contained herein. The parties agree that there is no commitment, Contract, or understanding concerning the subject matter of this Contract that is not contained in this written document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or Contract,whether oral or written. 6.12 REPRESENTATION OF AUTHORITY Each individual executing this Contract on behalf of a parry hereto hereby represents and warrants that he or she is, on the date he or she signs this Contract, duly authorized by all necessary and appropriate action to execute this Contract on behalf of such party and does so with full legal authority. 6.13 MULTIPLE ORIGINALS Multiple copies of this Contract may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. IN WITNESS WHEREOF the parties have caused these presents to be executed. Witne CITY OF DEERFIELD BEACH l HANSON, CITY MANAGER Date:ATTEST: 1 0 a GILLY RD, CIVIC, CITY CLERK APP OVED A F RM: V,,ANDREW S. MAURODIS, ITY ATTORNEY CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NONCORPORATION FORMAT, AS APPLICABLE. 7 [If incorporated sign below.) CONTRACTOR ATTEST: Empire Pipe Orlando LLC (Name of Corporation) By{ (Secretary) (Sign _ James Mathis -Vice President (Corporate Seal) (Type Name/Title Signed Above) 04' 2 t day of [If not incorporated sign below.] CONTRACTOR WITNESSES: (Name) By (Signature) (Type Name Signed Above) day of CITY REQUIRES TWO(2) FULLY-EXECUTED CONTRACTS, FOR DISTRIBUTION ATTACHMENT"A" ADDITIONAL TERMS AND CONDITIONS 9 Farm Request for Taxpayer Give Form to the (Rev.November 2017) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to wwwJrs.gov1FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Ern ife { I' e " S1W cnylvawl _—'-0C. 2 Business name/disregarded entity n e,Wdiffierent frofin above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to rn following seven boxes. certain entities,not individuals;see a instructions on page 3): c ❑ Individual/sole proprietor or Corporation ❑ S corporation ❑ Partnership ElTrust/estate a �C c single-member LLC Exempt payee code(if any) ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► p Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting c m LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any) e another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that 0 is disregarded from the owner should check the appropriate box for the tax classification of its owner. w m ❑ Other(see instructions)► fAvWeS to accounts msrmatrreaourswe ure U.S.) COL 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) P.Q. GO t of I q -- 30 1 Albri rid 6 City,state,and ZIP code J3)'r-ri,1)2qhC4w1 i At 35 P t o 7 List account mber(s)here(optional) Taxpayer identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number - backup withholding.For individuals,this is generally your social security number(SSN).However,for a -m -L—i resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the Instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. I Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)1 have not been notified by the Intemal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that 1 am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of C 1 Gl Here U.S.person► ` c Date► (1 y 1 1 Q •Form 1099-DIV(dividends,including those from stocks or mutual General Instructions funds) Section references are to the Internal Revenue Code unless otherwise a Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.ifs.gov/FormW9. •Form 1099-5(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number Use Form W-9 only if you are a U.S.person(including a resident (EIN),to report on an information return the amount paid to you,or other alien),to provide your correct TIN. amount reportable on an information return.Examples of information include,but are not limited to,the following. If you do not return FormW-9 to the requester with a TIN,you might returns •Form include, {interest earned paid} be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.11-2017) AGREEMENT BETWEEN THE CITY OF DANIA BEACH, FLORIDA AND FERGUSON ENTERPRISES, LLC, A FLORIDA LIMITED LIABILITY COMPANY, FOR THE PURCHASE OF WATER METER COMPONENT PARTS, UTILITY PIPES AND RELATED APPURTENANCES UNDER THE SOUTHEAST FLORIDA GOVERNMENT PURCHASING COOPERATIVE GROUP CONTRACT INVITATION TO BID ("ITB")NO. 2018-19/12 This is an Agreement("Agreement") dated , 2020,between the City of Dania Beach, Florida, a Florida municipal corporation ("City"), with its principal place of business located at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004 and Ferguson Enterprises, LLC, a Florida limited liability company ("Contractor"), with a primary mailing address of 1950 Northwest 18'h Street, Pompano Beach, Florida 33069. In consideration of the mutual covenants, terms and conditions contained in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are acknowledged and agreed upon,the parties agree to the following: 1. The current contract, and any amendment(s) to it (the "Contract"), under the Southeast Florida Governmental Purchasing Cooperative Group ITB No. 2018-19/12, between the Contractor and with the City of Deerfield Beach as lead agency, copy of which ITB is attached as Exhibit"A", and made a part of and is incorporated into this Agreement by this reference, shall be considered a part of this Agreement between the City and the Contractor; provided, however, that if Contractor contracts with any other governmental agency in Florida and service rates are lower than those afforded to any city for these same services, then Contractor shall provide such lower rates to the City. 2. City has determined that such services for water meter component parts, utility pipes and related appurtenances can be purchased at the least cost to the City by utilizing Ferguson Enterprises, LLC through the Southeast Florida Governmental Purchasing Cooperative Bid No. 2018-19/12 valid through March 5, 2022 with an option to renew for three (3) one (1) year renewals. 3. The term of this Agreement shall be effective for the duration of the City of Deerfield Beach contract including all renewals and it is anticipated that costs will exceed the annual vendor threshold of Twenty Five Thousand Dollars ($25,000.00). Both parties agree that all terms, conditions and specifications of the Contract remain the same for purposes of this Agreement, contingent upon approval by the City Manager. 4. That in all other respects,the terms of Exhibit"A" apply to this Agreement. 1 IN WITNESS OF THE FOREGOING, the parties have set their hand and seal the day and year first written above. CITY OF DANIA BEACH,FLORIDA, a Florida municipal corporation THOMAS SCHNEIDER, CMC LORI LEWELLEN CITY CLERK MAYOR APPROVED AS TO LEGAL FORM AND CORRECTNESS; ANA M. GARCIA, ICMA-CM CITY MANAGER THOMAS J.ANSBRO CITY ATTORNEY 2 WITNESSES: CONTRACTOR: FERGUSON ENTERPRISES,LLC a Florida Limited Liability Company Signature Signature PRINT Name PRINT Name Signature Title Dated: 12020 PRINT Name STATE OF FLORIDA) COUNTY OF ) The foregoing instrument was acknowledged before me by means of❑ physical presence or ❑ online notarization, on , 2020, by , as of Ferguson Enterprises, LLC, a Florida limited liability company. He/she is personally known to me or has produced as identification. Notary Public, State of Florida Print Name My Commission Expires: 3 AGREEMENT BETWEEN THE CITY OF DANIA BEACH, FLORIDA AND FORTILINE, INC., A FOREIGN CORPORATION AUTHORIZED TO CONDUCT BUSINESS IN FLORIDA, FOR THE PURCHASE OF WATER METER COMPONENT PARTS, UTILITY PIPES AND RELATED APPURTENANCES UNDER THE SOUTHEAST FLORIDA GOVERNMENT PURCHASING COOPERATIVE GROUP CONTRACT INVITATION TO BID ("ITB")NO. 2018-19/12 This is an Agreement("Agreement") dated , 2020, between the City of Dania Beach, Florida, a Florida municipal corporation ("City"), with its principal place of business located at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004 and Fortiline, Inc., a foreign corporation authorized to conduct business in Florida ("Contractor"), with its primary mailing address of 7025 Northwinds Drive NW, Concord,NC 28147. In consideration of the mutual covenants, terms and conditions contained in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are acknowledged and agreed upon,the parties agree to the following: 1. The current contract, and any amendment(s) to it (the "Contract"), under the Southeast Florida Governmental Purchasing Cooperative Group ITB No. 2018-19/12, between the Contractor and with the City of Deerfield Beach as lead agency, copy of which ITB is attached as Exhibit"A", and made a part of and is incorporated into this Agreement by this reference, shall be considered a part of this Agreement between the City and the Contractor; provided, however, that if Contractor contracts with any other governmental agency in Florida and service rates are lower than those afforded to any city for these same services, then Contractor shall provide such lower rates to the City. 2. City has determined that such services for water meter component parts, utility pipes and related appurtenances can be purchased at the least cost to the City by utilizing Fortiline, Inc. through the Southeast Florida Governmental Purchasing Cooperative Bid No. 2018- 19/12 valid through March 5, 2022 with an option to renew for three (3) one (1) year renewals. 3. The term of this Agreement shall be effective for the duration of the City of Deerfield Beach contract including all renewals and it is anticipated that costs will exceed the annual vendor threshold of Twenty Five Thousand Dollars ($25,000.00). Both parties agree that all terms, conditions and specifications of the Contract remain the same for purposes of this Agreement, contingent upon approval by the City Manager. 4. That in all other respects,the terms of Exhibit"A"apply to this Agreement. I IN WITNESS OF THE FOREGOING, the parties have set their hand and seal the day and year first written above. CITY OF DANIA BEACH,FLORIDA, a Florida municipal corporation THOMAS SCHNEIDER, CMC LORI LEWELLEN CITY CLERK MAYOR APPROVED AS TO LEGAL FORM AND CORRECTNESS; ANA M. GARCIA, ICMA-CM CITY MANAGER THOMAS J.ANSBRO CITY ATTORNEY 2 WITNESSES: CONTRACTOR: FORTILINE,INC., a foreign corporation authorized to conduct business in Florida Signature Signature PRINT Name PRINT Name Signature Title Dated: , 2020 PRINT Name STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me by means of❑ physical presence or ❑ online notarization, on , 2020, by , as of Fortiline, Inc., a foreign corporation authorized to conduct business in Florida. He/she is personally known to me or has produced as identification. Notary Public, State of Print Name My Commission Expires: 3 AGREEMENT BETWEEN THE CITY OF DANIA BEACH, FLORIDA AND CORE & MAIN, LP, A FLORIDA LIMITED PARTNERSHIP, FOR THE PURCHASE OF WATER METER COMPONENT PARTS, UTILITY PIPES AND RELATED APPURTENANCES UNDER THE SOUTHEAST FLORIDA GOVERNMENT PURCHASING COOPERATIVE GROUP CONTRACT INVITATION TO BID ("ITB") NO. 2018-19/12 This is an Agreement("Agreement") dated , 2020, between the City of Dania Beach, Florida, a Florida municipal corporation ("City"), with its principal place of business located at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004 and Core & Main, LP, a Florida limited partnership ("Contractor"), with its primary mailing address of 4310 NW IOth Avenue, Oakland Park,FL 33309. In consideration of the mutual covenants, terms and conditions contained in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are acknowledged and agreed upon, the parties agree to the following: 1. The current contract, and any amendment(s) to it (the "Contract"), under the Southeast Florida Governmental Purchasing Cooperative Group ITB No. 2018-19/12, between the Contractor and with the City of Deerfield Beach as lead agency, copy of which ITB is attached as Exhibit"A", and made a part of and is incorporated into this Agreement by this reference, shall be considered a part of this Agreement between the City and the Contractor; provided, however, that if Contractor contracts with any other governmental agency in Florida and service rates are lower than those afforded to any city for these same services, then Contractor shall provide such lower rates to the City. 2. City has determined that such services for water meter component parts, utility pipes and related appurtenances can be purchased at the least cost to the City by utilizing Core & Main, LP through the Southeast Florida Governmental Purchasing Cooperative Bid No. 2018-19/12 valid through March 5, 2022 with an option to renew for three (3) one (1) year renewals. 3. The term of this Agreement shall be effective for the duration of the City of Deerfield Beach contract including all renewals and it is anticipated that costs will exceed the annual vendor threshold of Twenty Five Thousand Dollars ($25,000.00). Both parties agree that all terms, conditions and specifications of the Contract remain the same for purposes of this Agreement, contingent upon approval by the City Manager. 4. That in all other respects,the terms of Exhibit"A" apply to this Agreement. 1 IN WITNESS OF THE FOREGOING, the parties have set their hand and seal the day and year first written above. CITY OF DANIA BEACH,FLORIDA, a Florida municipal corporation THOMAS SCHNEIDER, CMC LORI LEWELLEN CITY CLERK MAYOR APPROVED AS TO LEGAL FORM AND CORRECTNESS; ANA M. GARCIA, ICMA-CM CITY MANAGER THOMAS J. ANSBRO CITY ATTORNEY 2 WITNESSES: CONTRACTOR: CORE & MAIN,LP a Florida Limited Partnership Signature Signature PRINT Name PRINT Name Signature Title Dated: , 2020 PRINT Name STATE OF FLORIDA) COUNTY OF BROWARD) The foregoing instrument was acknowledged before me by means of❑ physical presence or ❑ online notarization, on , 2020, by , as of Core & Main, LP, a Florida limited partnership. He/she is personally known to me or has produced as identification. Notary Public, State of Florida Print Name My Commission Expires: 3