HomeMy WebLinkAboutAgreement_General_4/8/2021_Town of JupiterJOINT PARTNERSHIP AGREEMENT
BETWEEN
THE VILLAGE OF TEQUESTA AND THE TOWN OF JUPITER
THIS JOINT PARTNERSHIP AGREEMENT for the milling and resurfacing of a section
of Pineview Road ("Agreement") is entered into and effective this day of
2021 ("effective date") by and between the VILLAGE OF TEQUESTA, a Florida municipal
corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and
existing in accordance with the laws of the State of Florida, hereinafter the "Village"; and the
TOWN OF JUPITER, a Florida municipal corporation with offices located at 210 Military Trail,
Jupiter, Florida 33458, organized and existing in accordance with the laws of the State of Florida,
hereinafter the "Town"; and collectively with the Village, the "Parties."
WITNESSETH
WHEREAS, the Village and Town have a common municipal border; and
WHEREAS, Pineview Road, between Venus Avenue and Cypress Drive ("Pineview
Road") is located on said common municipal border and is shared between the Village and Town,
each owning and maintaining half of the road; and
WHEREAS, the Village and Town are in agreement that Pineview Road needs to be milled
and resurfaced; and
WHEREAS, the Village has entered into a contract dated February 11, 2021 for Annual
Pathway and Minor Construction Services ("Village Contract"), attached hereto as Exhibit "A",
which provides for construction and/or resurfacing of pathways, construction of parking areas,
speed humps, traffic separators, miscellaneous concrete works, and other minor construction
projects on an as -needed basis; and
WHEREAS, the Village has received an estimate for the milling and resurfacing of
Pineview Road in the amount of $48,813 ("Estimate") attached hereto as Exhibit `B"; and
WHEREAS, the Village and Town agree that it would be mutually beneficial for the
Village to have the work performed under the Village Contract and for the Parties to split the costs,
with each Party paying $24,406.50.
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NOW THEREFORE the Parties, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement
whereby the Village shall perform milling and resurfacing of both the Village half and Town half
of Pineview Road under the Village Contract. The Parties agree to split the costs contained in the
Estimate, dated March 23, 2021 provided by Wynn & Sons Environmental Construction Co, Inc.
("Wynn & Sons"), which is hereby fully incorporated into this Agreement and attached hereto as
Exhibit "B".
2. COMPENSATION AND PAYMENT: In consideration for the above Scope of
Services, the Town shall pay the Village $24,406.50, which is half of the price provided in the
Estimate found in Exhibit `B." Village will send an invoice to Town after Village confirms the
Scope of Services has been completed by Wynn & Sons. Town will then have 30 days from the
receipt of the invoice to inspect the work and remit payment to the Village.
3. EFFECTIVE DATE; TERMINATION; NOTICE: This Agreement shall be
effective immediately upon approval by the Village Council. In the event work under this
Agreement has not yet commenced, the Agreement may be terminated by either party upon 30
days written notice to the other party. Notice shall be considered sufficient when sent by certified
mail or hand delivered to the Parties during regular business hours at the following addresses:
Village
Town
Village of Tequesta
Town of Jupiter
345 Tequesta Drive
210 Military Trail
Tequesta, FL 33469
Jupiter, FL 33458
Attn: Doug Chambers
Attn: Matt Benoit
4. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
5. FORCE MAJEURE: The Village shall not be considered in default by reason of
any failure in performance under this Agreement if such failure arises out of causes reasonably
beyond the control of the Village, Wynn & Sons or its subcontractors and without their fault or
negligence. Such causes include, but are not limited to: acts of God; acts of war; natural or public
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health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather
conditions.
6. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed
in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
7. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
8. RECORDS: The Village will retain all public records generated as part of the work
performed by Wynn & Sons under this Agreement in accordance with the State of Florida General
Records Schedule GSI-SL for State and Local Government Agencies and Village policies, if any.
At the conclusion of the Agreement, Village shall provide Town with a copy of all records so that
Town may retain those in accordance with State and/or its own local policies. Neither party shall
be responsible for retaining records for the other Party at the conclusion of this Agreement.
9. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
Agreement and this Agreement shall be construed and enforced in all respects as if the invalid
or unenforceable provision is not contained herein.
10. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm
Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to
investigate municipal matters, review and audit municipal contracts and other transactions, and
make reports and recommendations to municipal governing bodies based on such audits, reviews,
or investigations. The Village and Town shall fully cooperate with the inspector general in the
exercise of the inspector general's functions, authority, and power. The inspector general has the
power to take sworn statements, require the production of records, and to audit, monitor,
investigate and inspect the activities of the Parties, as well as contractors and lobbyists of the
Parties in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct,
and abuses.
11. ENTIRE AGREEMENT: This 4 page Agreement constitutes the entire
agreement between the parties; no modification shall be made to this Agreement unless such
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modification is in writing, agreed to by both parties and attached hereto as an addendum to this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
ATTEST:
, A / t
, /,! �"'
Laura Cahill
Town Clerk
o as J. d
Town rney
ATTEST:
Lori McWilliams, MMC
Village Clerk
TOWN OF JUPITER
y: att Benoit, Town Manager
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VILLAGE OF TEQUESTA
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Page 4 of 4
SEAL
INCORPORATED::
Exhibit A
VILLAGE OF TEQUESTA
AGREEMENT FOR ANNUAL PATHWAY
AND MINOR CONSTRUCTION SERVICES
THIS AGREEMENT FOR ANNUAL PATHWAY AND MINO�
ftbtua,y
CONSTRUCTION SERVICES is entered into and effective this day off, 2021,
by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation with offices
located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with
the laws of the State of Florida, hereinafter "the Village"; and WYNN & SONS
ENVIRONMENTAL CONSTRUCTION CO. INC., a Florida corporation with offices located at
7268 Belvedere Road, West Palm Beach, Florida 33411, hereinafter "the Contractor", and
collectively with the Village, "the Parties".
WITNESSETH
The Village and the Contractor, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties, hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Annual
Pathway and Minor Construction Services Agreement, whereby the Contractor shall provide
annual services including, but not limited to, construction and/or resurfacing of pathways,
construction of parking areas, speed humps, traffic separators, miscellaneous concrete works
(inlets, manholes, curbing, etc.) and other minor construction projects, to the Village on an as -
needed, task Work Order basis. The Parties agree to enter into this Agreement and piggyback for
the provision of Annual Pathway and Minor Construction Services at the unit prices described in
the Palm Beach County Pathway and Minor Annual Contract ("Palm Beach County Contract"),
also designated as Project/Bid No. 2020055. Said contract, including its terms, conditions,
specifications, and attached exhibits, are hereby fully incorporated into this Agreement and
attached hereto as Exhibit "A". Authorization to piggyback on the Palm Beach County Contract
and amendments, as provided by the Contractor's letter dated December 18, 2020, is hereby fully
incorporated into this Agreement and attached hereto as Exhibit `B".
2. COMPENSATION: In consideration for the above Scope of Services, pricing
shall be pursuant to the unit prices provided within the Palm Beach County Contract's Bid
Tabulation Charts_ attached hereto as, Exhibit "C"_ The Parties hereby agree to the Village's
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purchase of supplies and/or services in greater or lesser amounts than those estimated in the Palm
Beach County Contract, as also referenced within the Bid Tabulation Charts in Exhibit "C". In
consideration for the above Scope of Services, the Village shall pay the Contractor a total amount
not to exceed nine million, five hundred and sixty-three thousand, two hundred and twenty-five
dollars ($9,563,225.00).
3. TERM; TERMINATION; NOTICE: Pursuant to the Palm Beach County
Contract, the original contract term, and this Agreement, will expire on November 16, 2023. This
Agreement may be terminated for convenience by either party upon written notice to the other
party. Notice shall be considered sufficient when sent by certified mail or hand delivered to the
Parties during regular business hours at the following addresses:
Village
Contractor
Village of Tequesta
Wynn & Sons Environmental
345 Tequesta Drive
Construction Co., Inc.
Tequesta, FL 33469
7268 Belvedere Road
Attn: Doug Chambers,
West Palm Beach, FL 33411
Public Works Director
Attn: Daniel P. Wynn,
President
4. INSURANCE: The Contractor shall provide proof of workman's compensation
insurance and liability insurance in such amounts as are specified in Exhibit "A" and shall name
the Village as an "additional insured" on the liability portion of the insurance policy.
5. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and
hold harmless the Village, its agents, servants, and employees, from and against any claim, demand
or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act,
conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of
services under this Agreement. Nothing contained in this provision shall be construed or
interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond
the waiver provided in Section 768.28, Florida Statutes.
6. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof,
the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of
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Florida Department of Management Services within thirty-six (36) months immediately preceding
the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.
7. INDEPENDENT CONTRACTOR: It is specifically understood that the
Contractor is an independent contractor and not an employee of the Village. Both the Village and
the Contractor agrees that this Agreement is not a contract for employment and that no relationship
of employee —employer or principal —agent is or shall be created hereby, nor shall hereafter exist by
reason of the performance of the services herein provided.
8. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm Beach
County Code of Ordinances, the Office of the Inspector General has jurisdiction to investigate
municipal matters, review and audit municipal contracts and other transactions, and make reports
and recommendations to municipal governing bodies based on such audits, reviews, or
investigations. All parties doing business with the Village shall fully cooperate with the inspector
general in the exercise of the inspector general's functions, authority, and power. The inspector
general has the power to take swom statements, require the production of records, and to audit,
monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists
of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement,
misconduct, and abuses.
9. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1,
2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to
electronically verify the employment eligibility of all newly hired workers; and (2) verify that all
of the Contractor's subconsultants performing the duties and obligations of this Agreement are
registered with and use the E-Verify System to electronically verify the employment eligibility of
all newly hired workers. The Contractor shall obtain from each of its subconsultants an affidavit
stating that the subconsultant does not employ, contract with, or subcontract with an Unauthorized
Alien, as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be amended. The
Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a minimum, the
duration of the subcontract and any extension thereof. This provision shall not supersede any
provision of this Agreement which requires a longer retention period. The Village shall terminate
this Agreement if it has a good faith belief that the Contractor has knowingly violated Section
448.09(1), Florida Statutes, as may be amended. If the Contractor has a good faith belief that the
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Contractor's subconsultant has knowingly violated Section 448.09(1), Florida Statutes, as may be
amended, the Village shall notify the Contractor to terminate its contract with the subconsultant
and the Contractor shall immediately terminate its contract with the subconsultant. In the event of
such contract termination, the Contractor shall be liable for any additional costs incurred by the
Village as a result of the termination.
10. SCRUTINIZED COMPANIES: For Contracts under SIM, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to
Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village
may terminate this Agreement at the Village's option if the Contractor is found to have submitted
a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has
been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over
SIM, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the
Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it
does not have business operations in Cuba or Syria, as similarly provided in Section 287.135,
Florida Statutes. The Village may terminate this Agreement at the Village's option if the
Contractor is found to have submitted a false certification as provided under Section 287.135(5),
Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created
pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this
Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been
engaged in business operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes.
11. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
l2. FORCE MAJEURE: The Contractor shall not be considered in default by reason
of any failure in performance under this Agreement if such failure arises out of causes reasonably
beyond the control of the Contractor or its subcontractors and without their fault or negligence.
Such causes include, but are not limited to: acts of God; acts of war; natural or public health
emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather
conditions.
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13. CHOICE OF LAW: VENUE: This Agreement shall be governed and construed
in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
14. AMENDMENTS & ASSIGNMENTS: This Agreement, all Exhibits attached
hereto, and required insurance certificates constitute the entire Agreement between both parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both parties, and
attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the
provision of services called for in this Agreement without prior written consent of the Village.
15. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the
Contractor must keep and maintain this Agreement and any other records associated therewith and
that are associated with the performance of the work described in the Scope of Services. Upon
request from the Village's custodian of public records, the Contractor must provide the Village
with copies of requested records, or allow such records to be inspected or copied, within a
reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes.
A Contractor who fails to provide the public records to the Village, or fails to make them available
for inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida
Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in Scope of Services
are not disclosed except as authorized by law for the duration of the Agreement term, and following
completion of the Agreement if the Contractor does not transfer the records to the Village. Finally,
upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all
public records in possession of the Contractor, or keep and maintain public records required by the
Village. If the Contractor transfers all public records to the Village upon completion of the
Agreement, the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall meet all
applicable requirements for retaining public records. Records that are stored electronically must
be provided to the Village, upon request from the Village's custodian of public records, in a format
that is compatible with the Village's information technology systems.
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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 AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK,
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT
lmewilliams(rcteguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
16. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
17. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
Agreement and this Agreement shall be construed and enforced in all respects as if the invalid
or unenforceable provision is not contained herein.
18. WAIVER: No waiver by the Village of any provision of this Agreement shall
be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the
Contractor of the same, or any other provision or the enforcement hereof. The Village's
consent to or approval of any act requiring the Village's consent or approval of any act by the
Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to
or approval of any subsequent consent or approval of, whether or not similar to the act so
consented or approved.
19. ENTIRE AGREEMENT: This seven (7) page Agreement, including any Exhibits,
constitutes the entire agreement between the parties; no modification shall be made to this
Agreement unless such modification is in writing, agreed to by both parties and attached hereto as
an addendum to this Agreement.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
'WITNESSES:
ATTEST:
Lori McWilliams, MMC
Village Clerk
WYNN & SONS ENVIRONMENTAL
CONSTRUCTION CO., INC.
(Corporate Seal)
VILLAGE OF TEQUESTA
By: Ab' ail Brennan, Mayor
StAt
INCORPORATED::
c'i:.ti/vF a 1g. ,
Page 7 of 7
WYNN & SONS ENVIRONMENTAL CONSTRUCTION CO. INC
7268 BELVEDERE RD.
WEST PALM BEACH, FL 33411
561-686.6077
561-686-2433 FAX
12/18/20
The Village
of Tequesta
Subject: piggyback contract
Ex. C.
Authorization
To whom it may concern: Wynn & Sons Inc is pleased to allow the Village of Tequesta to piggyback our
Annual Contract for Pathway & minor construction 2020-055. Please feel free to call me anytime at
561-797-9452.
RespR'k py,
Exhibit B
WYNN &SONS ENVIRONMENTAL CONSTRUCTION CO. INC.
WEST PALM BEACH, FL. 33411
Village of Tequesta
Ship To
Pineview Road
MILL & RESURFACE
ENTIRE ROAD - T & J
MR. DOUG CHAMBERS
Estimate
I3123/2021 4576
9-020
PORTABLE MILLING MACHINE PER HOUR
20
100.00
2,000.00
9-019
MILL EXISTING ASPHALT, FULL SIZE MILLING MACHINE-
4.5
4,700.00
21,150.00
(<5,000 SY) (SEE NOTES) PER 1 /2 DAY
9-025
SUPERPAVE ASPHALTIC CONCRETE (SP-9.5 TRAFFIC LEVEL
178
111.50
19,847.00
C) (>200 TON ORDERS) PER TN
9-022
MISC ASPHALT (0-50 TON ORDERS) (INCL TACK COAT) (SEE
17
200.00
3,400.00
NOTES) PER TN ( Leveling)
9-171
TRAFFIC PAINT (ALL WIDTHS Et COLORS) PER SF
220
3.00
660.00
(Temporary)
9-172
THERMOPLASTIC PAVEMENT MARKING (ALL WIDTHS Et
220
7.00
1,540.00
COLORS) PER SF
NIC
REFLECTIVE PAVEMENT MARKINGS
24
9.00
216.00
Total $48,813.00