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HomeMy WebLinkAboutAgreement_Water Service_12/14/2023_Core & Main, LP VILLAGE OF TEQUESTA AGREEMENT FOR WATER METER FITTINGS AND WATER LINE ACCESSORIES THIS AGREEMENT for water is entered into and effective this � day of D-96*—Y 2023, 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 Core and Main LP, a Florida corporation, with offices located at 150 NE 2nd Avenue, Deerfield Beach, FL 33441, 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 Agreement whereby the Contractor shall provide water meter fittings and water line accessories as needed by the Village. The Parties agree to enter into this Agreement and piggyback for the pathway and minor construction services at the unit prices described in the City of Deerfield Beach Agreement awarded through ITB #2018-19/12. Said contract, including its terms, conditions, specifications, and attached exhibits/amendments, are hereby fully incorporated into this Agreement and attached hereto as Exhibit"A". 2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be pursuant to the unit prices provided in Exhibit "A". The Parties hereby agree to the Village's purchase of supplies and/or services in greater or lesser amounts than estimated in the City of Deerfield Beach ITB #2018-19/12 agreement, as referenced by the proposal in Exhibit "A". In consideration for the above Scope of Services and pursuant to any Exhibits, if applicable, the Village shall pay the Contractor at the unit prices as described in Exhibit "A". The goods or services shall be delivered on a per-order basis in a time, manner, and location acceptable to the Village the "Performance Date." 3. CHANGE ORDERS: Seller is aware that price and time are of the essence in this contract and that prompt and timely performance of all such obligations is strictly required. If conditions change that would require an increase in price, scope, or time for performance Seller must notify Page 1 of 8 the Village in writing detailing the conditions that have changed and requesting a change order to the contract within 30 days prior to the performance date"Change Order Deadline". Change orders submitted after the change order deadline will not be considered. Seller shall not proceed with any change to its obligations under a change order request unless documented in a Change Order executed by both Parties. If Seller requests a change order prior to the change order deadline Village at its discretion may accept the change order as is or with modifications, deny the change order, re-advertise and re-solicit providers for the required goods or services or terminate this contract. If the Village elects to re-advertise and re-solicit the need for goods or services the Village will have 30 days "Solicitation Period" in which to accept the contemplated change order or terminate this contract.At any time after execution of this Agreement but prior to Seller's delivery of the Goods, the Village reserves the right at its discretion to change, modify, revise add, or remove any part of its order for the Goods as described by this Agreement and any Exhibits, if applicable. If any such change to the Village's order causes an increase or decrease in the cost of the Goods or causes a change in the time required for delivery of the Goods, the Village shall make an equitable adjustment in the contract price, the delivery schedule, or both. Any change to the Village's order for the Goods and any subsequent equitable adjustment to the terms of this Agreement shall be effectuated through a written Amendment to this Agreement as executed by both Parties pursuant to Section 15. of this Agreement. 4. TERM; TERMINATION; NOTICE: Pursuant to the City of Deerfield Beach ITS #2018-19/12, the original contract term expired on March 5th, 2022. The City of Deerfield Beach renewed the contract through Amendment #1 and Amendment #2 to the contract, extending the term until March 5t",2024.This 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 Contractor Village of Tequesta Core and Main LP 345 Tequesta Drive Attn: Susan Reed Tequesta, FL 33469-0273 4310 NW 10 Avenue Attn: [Department] Oakland Park, FL 33309 Page 2 of 8 5. 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. 6. 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. 7. 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 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. 8. 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 agree 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. 9. INSPECTOR GENERAL: Pursuant to Sections 2-4212-432 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 sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists Page 3 of 8 of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 10. 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 sub-consultants an affidavit stating that the sub-consultant 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 sub-consultant 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 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 sub-consultant and the Contractor shall immediately terminate its contract with the sub-consultant. 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. 11. SCRUTINIZED COMPANIES: For Contracts under $1 M, 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 tenninate 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 $1 M, 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 Page 4 of 8 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. 12. 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. 13. 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 abnonnally severe and unusual weather conditions. 14. 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. 15. 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. 16. 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 Page 5 of 8 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. 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) 768-06859 OR AT lmmilliams a,tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 17. HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 18. 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. 19. WAIVER: No waiver by the Village of any provision of this Agreement shall Page 6 of 8 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. 20. ENTIRE AGREEMENT: This eight 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. In the event of a conflict between this and any other document, this document shall prevail. 22. AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf of either Party warrants that he or she has the full legal power to execute this agreement on behalf of the Party for whom he or she is signing and bind and obligate such party with respect to all provisions contained in this agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: CORE and MAIN LP Page 7 of 8 By: Benjamin Strasser Title: Municipal Quotations Specialist �- ' (Corporate Seal) VILLAGE OF TEQUESTA By: M oung, Mayor ATTEST: 0........Eq .. �% �jo�pORgT ..F(Pill Jr ^E INCORPORATED,•' Lori McWilliams, MMC ✓U �° o� ` Village Clerk °°��`Tgln4L4Q�' Page 8 of 8 EMIDIT 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 Core and Main LP, (CONTRACTOR), as follows WITNESSETH: WHEREAS, pursuant to ITB #2018-19112 (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/Q2� 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 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' 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_[q /Q2� 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 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. 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 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 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-BEACFI.COM, CITY OF DEERFIELD BEACH, CITY CLERK'S OFFICE, 150 NE 2"° 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 FOR CITY: Burgess Hanson, City Manager City of Deerfield Beach 150 NE 2nd Avenue Deerfield Beach, FL 33441 FOR CONTRACTOR: Core and Main LP Attn: Susan Reed 4310 NW 10 Avenue Oakland Park FL 33309 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. Witness CITY OF DEERFIELD BEACH By: � BURGES ANSON, CITY MANAGER Date: ATTEST: c� H GILLGIL' YAIRD, CIVIC, CITY CLERK A�P'P,ROV S T FORM: ANDREW S. IMAUROOP3, CIT O EY 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 W ILT,NESSES: Core& Main LP (Name) (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 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 #2018-19/12 (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. 31'D OQ.12 Char]es E. Reed Regional Vice President uocubign tweiope w;aauro i -�ruu gyoi-HraG-uas H��r��rto CONTRACT RENEWAL THIS CONTRACT RENEWAL 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, the CITY and CONTRACTOR entered into an agreement for Water Meter Fittings and Water Line Accessories (the Products) pursuant to ITB#2018-19/12; and WHEREAS, the initial CONTRACT term is three (3)years, beginning March 6, 2019 and expiring March 5, 2022; and WHEREAS, the terms and conditions of the CONTRACT provide three (3) additional one (1) year renewal options; and WHEREAS, the CITY is exercising the right to extend the contract for the first (1St) of the three (3) renewal periods; and WHEREAS, renewal of the CONTRACT is in the best interest of the City; NOW THEREFORE, be it agreed by and between the parties as follows: Section 1. The above referenced Whereas clauses are true and correct and made a part hereof. Section 2. The contract renewal term shall begin on March 6, 2022 and will expire on March 5, 2023. (Two (2)one (1)year renewal options remain) unless otherwise terminated pursuant to the terms of the original CONTRACT. Section 3. All terms, conditions, and specifications of the original CONTRACT shall remain the same. IN WITNESS WHEREOF the parties have caused these presents to be executed. Witnesses: CITY OF DEERFIELD BEACH ft ed by: na By: Fv:!-� S-I- G VUSAW-UCC1, CITY MANAGER 3 na Date: /3/2022 ATTEST: OaauSigned by: ILLYARD, CMC, CITY CLERK APPROVED AS TO FORM: OacuSignod by: Q nr66 ROKA, CITY ATTORNEY 1 wVk'UJIUII GI[Y1VIVV1w I LP.:7JVry Ir"-IruV"•fDJr-nrAC-U:/.r6nflGrOGnU CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. CONTRACTOR ATTEST: core & Main LP (Name of Corporation) (kDftna (Witness) ��°' na Susan Reed, Municipal sales coordinator (Corporate Seal, if applicable) (Type Name/Title Signed Above) Date: 3/1/2022 2 wocusgn mrwrimpe iu;oour� oerto AMENDMENT TO CONTRACT NO. 1 This Amendment to Contract ("Amendment"), made and entered into the 5th day of March 2022 by and between: CITY OF DEERFIELD BEACH, FLORIDA A municipal Corporation 150 NE 2"d Avenue Deerfield Beach, FL 33441 (hereinafter referred to as "CITY") AND CORE & MAIN, LP 4310 NW 101" Avenue Oakland Park, FL 33300 (hereinafter referred to as "CONTRACTOR") WHEREAS, the CITY issued ITB ##2018-19112 for Water Meter Fittings and Water Line Accessories (the"ITB"); and WHEREAS, on March 5, 2019, the CITY entered into a Contract with CONTRACTOR, to provide Water Meter Fittings and Water Line Accessories (the "Product"), in accordance with the terms and conditions of the ITB (the "Contract"); and WHEREAS, the Contract is a Co-operative Contract with the CITY as the lead agency and other participating Southeast Florida Governmental Purchasing Co-operative Group agencies; and WHEREAS, the CITY received a price adjustment request from the CONTRACTOR; and WHEREAS, pursuant to Section IV — Special Terms and Conditions, Item 8. Price Adjustments of the ITB, the CONTRACTOR may request price adjustments for approval from the CITY. The price adjustment will change from a percentage discount to a list plus percentage for the Product; and WHEREAS, in the best interests of the CITY and Co-operative agencies, the CITY accepted the price adjustments with CONTRACTOR for the Product, which is attached herein as ATTACHMENT "A", with the initial Contract terms, conditions, and specifications remaining the same; and WHEREAS, the CITY and majority of the participating Co-operative agencies agreed to continue to participate on the Contract with the price adjustment; and WHEREAS, the price increase shall take effect as of March 6, 2022 as outlined on ATTACHMENT"A." NOW, THEREFORE in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are acknowledges, the parties agree as follows: Section 1, The above recitals are acknowledged and incorporated herein. Section_2, The Contract is amended to include and incorporate ATTACHMENT "A" and the price adjustments set forth therein the Contract. The price adjustments set forth in 1 V VIiiAJll�ll LIIVGIV'1C IV.JJVI J 11"4^,-II VV�t:JJJ-1'll JI_-V JJ LlRVLf VL!"4V ATTACHMENT "A" shall supersede the current contract percentage discounts as set forth in CONTRACTOR's original bid response on February 4, 2019. Section 3. All other conditions and terms of the original Contract, not specifically amended herein, remain in full force and effect. Section 4. Should any part, term and provision of this Amendment be by the courts decided to be illegal or in conflict with any law of the State of Florida, the validity of the remaining portions or provisions shall not be affected hereby. Section 5. Neither CITY nor their officers, agents and/or employees have made any representation or promises except as expressly set forth in this Amendment_ Section 6, This Amendment shall be effective as of March 6, 2022. CONTRACTOR ATTEST: core & Main LP Name of Corporation) DucuSi ned by: (Secretary) (Signature) susa.n Reed Susan Reed, Municipal salE (Corporate Seal; if applicable) (Type Name/Title Signed Above) Date: 3/112022 CITY OF DEERFIELD BEACH Witnesses: "'FDocuSlgned by: svaw� S'U'1Wb- iAVfff9AKTUCCI, CITY MANAGER Date: 3/3/2022 ATTEST: DmuSignad by: SAf�lA-' Ffi .. ILLYARD, CMC, CITY CLERK APPROVED AS TO FORM: a06-u51ynttl by: A�qr T HO ' SOROKA, CITY ATTORNEY 2 DocuSign Envelope ID;550F51A4-1FDC-4957-A79E-053EAB27BEA6 ATTACHMENT "A" (PRICE ADJUSTMENTS) Water Meter Fittings and Water Line Accessories ITB #2018-19112 Gore & Main LP - Price Adjustments (3/612022) Product Groups Current Percentage Discounts f Pace Adjustments List Plus Percentage Market List Plus Percentage Group#1 —Adapters Mueller- 41% Mueller- Market List plus 11% Carson - 37% Carson - Market List plus 11 % CDR- 52% CDR- Market List plus 11% Group#2 - Meter Boxes Ford -48% Ford - Market List plus 11% Highline - 54% Highline - Market List plus 11%© Mueller- 16% Mueller- Market List plus 11% Ford-44% Ford - Market List plus 11% Hymax-46%a Hymax- Market List plus 11% Mueller-41% Mueller Market List plus 11% Group#3—Clamps Romac- 64% Romac- Market List plus 11% Smith-Blair- 71% Smith-Blair-Market List plus 11% Total Piping - 57% Total Piping - Market List plus 11% Group#4- Connectors, Hose Ford -48% Ford - Market List plus 11% Group#S Corporation Stops No Award No Award Dpctjsign F_nvelop lD S5OF5lA4-lFDC-19,57-A79E-053FAQ27BEAfi BMI - 74% BMI - Market List plus 11% Dresser - 26% Dresser - Market List plus 11% Group#6 - Couplings JCM - 63% JCrv4 - Market List plus 11% Lee Brass - 859/6 Lee Brass - Market List plus 11% Smith-Blair - 72% Total Piping - Market List plus 11% Total Piping - 57% Smith Blair- Market List plus 11% Group#7 - Curb Stops No Award No Award BMI - 74% BMI - Market List plus 11% Group #8 - Elbows Mueller - 41% Mueller Market List plus 11% Spear- 50% Spears - Market List plus 11% Buy Wholesale - List plus 11% Buy Wholesafe - Market List plus 11% Ford - 48% Ford - Market List plus 11% Group #9 - Flanges Lee Brass - 59`i'o Lee Brass - Market List plus 11% Matco-Norca - 73% Mateo-Norca - Market list plus 11% Mueller- 41% Mueller- Market List plus 11% American Valve - 54% American Valve - Market List plus 11% Group #10 - Hose Bibs Matco-Norca - 59% Matco-Norca - Market List plus 11% Mueller-41% Mueller- Market List plus 11% Group #11 - Idler Pipes Ford 48% Ford - Market List plus 11% Group#12 - Insert Stiffeners Buy Wholesale - List plus 11% Buy Wholesale - Market List plus 11% Group#13 - Meter Stops No Award No Award Group#14 - Nipples, Brass No Award No Award Group#15 - Pieces, Branch No Award No Award Group#16 - Plugs, Standard BMI - 74% BMI - Market List plus 11% Brass Muller - 41% Mueller - Market List plus 11% DocuSign Envelope ID:550F51A4-lFDC-t1957-A79E-053EAB27BEA5 Group#17 - Poly-Adapters x C No Award No Award Compression Brass BMI - 74% BMI - Market List plus 11% Group#18 Reducer Bushings Lee Brass - 85% Lee Brass - Market List plus 41% Mueller-41 /o Mueller - Market list plus 11 /o, Spear- 50% Spears - Market List plus 11% Group#19 - Meter Resetters No Award No Award Ford -48% Ford - Market List plus 11% Group#20 -Service Saddles Mueller-41% Mueller Market List plus 11% Romac- 64% Romac - Market List plus 11% Total Piping - 57% Total Piping - Market List plus 11% BMI - 74% BMI - Market List plus 11% Lee Brass - 85% Lee Brass - Market List plus 11% Group#21 - Tees Mueller -41% Mueller - Market list plus 11% Spear - 50% Spears - Market List plus 11% Charter Plastic - 15% Charter Plastic- Market List plus 15% Group #22 - Tubing Copper - List plus 12% Copper - Market List plus 12% Endot Industries - List plus 11% Endot Industries - Market List plus 11% Group#23 - U-Branches No Award No Award American Valve - 54% American Valve - Market List plus 11% Clow- 71% Clow- IMarket List plus 11% Group #24 -Valves Matco-Norca - 70% Matco Norca - Market List plus 11% Multi Fittings - 65% Multi Fitting Market List plus 11% Spears - 37% Spears - Market List plus 11% Group#25 -Washers Buy Wholesale- List plus 20% Buy Wholesale - Market List plus 20% DocuSign Envelope ID:550F5lA4-lFDC-11957-A79E-053EAB27BEA6 Group#26 -Yokes Ford - 48% Ford - Market List plus 11% %Mueller- 41 Mueller- Market List plus 11 /o Group#27 - Megalugs Romac - 53% Romac - Market List plus 11% Star- 65% Star - Market list plus 11% Group#28 -Grip Rings 4"-12" Smith-Blair- 50% Smith Blair- Market List plus 11% Group#29 - ductile Star - 65% Star - Market list plus 11% US Pipe - 46% US Pipe - Market List plus 11% Group#30 Backflow Preventers Apollo - 85% Apollo - Market List plus 11% and Pressure Valves Watts - 46% Watts - Market List plus 11% Group#31 Lead Free Brass Caps Lee Brass-Domestic- 85% Lee Brass Domestic - Cost plus 11% Value Added Items Large PF - 77% Apollo - Market List plus 11% Apollo Parts & kts -46% Parts & Kits - Market List plus 11% Air Gap Drain Kit - 77% Air Gap - Market List plus 11% Charlotte Pipe PVC Pipe - List plus 11% PVC Pipe - Market List plus 11% RIW 14-24 OS&Y -42% R/W 14-24 OS&Y - Market List plus 11%% Fire Hydrants Medallion - 64% Fire Hydrants Medallion - Market List Plus 11% Eddy - 64% Eddy - Market List plus 11% Clow Extentions Kits - 49% Extentions Kits - Market List plus 11% Repair Kits - 29% Repair Kits - Market List plus 11% Repair Parts (valves &all others) - 29% Repair Kits (valves & all others) - Market List plus 11% DocuSign Envelope ID:550F51A4-1FDC-4957-A79E-053EABY27BEAB Ford Uniflange-48%c Uniflange - Market List plus 11% SDR 35 SW 4"-8", 10", 12" SDR 35 SW 4"-8", 10", 121' Gasket 10", 12" - 80% Gasket 10", 12" - Market List plus 11% SDR 26 HW Gasket 4"-8", 10"- SDR 26 HW Gasket 4"-8", 10"- Multi Fittings 12" - 80%b 12" - Markt List plus 11% IPS 21 - 68% IPS 21 - Market List plus 11% Pressure 4"-8", 10", 12", 14" Pressure 4%8", 10", 12" 14" and up - 67% and up - Market List plus 11% Non-pressure 4"-8"AKA 4"-8" Non-pressure 4"-8"AKA 41"-81" CIOD - 74%4 CIOD - Market List plus 11% Redl Clamps.- 67% Redi Clamps- Market List plus 11% 300 Series Bronze Saddles- 71% 300 Series Bronze Saddles - Market 320 Series Service Saddles-54% List plus 11% Smith-Blair 421 Top Bolt Couplings 53% 320 Series Service Saddles - Market List plus 11% 421 Top Bolt Couplings- Market List plus 11% Spear Sch 80 fittings thru 8" -75% Sch 80 fittings thru 8"-Market List plus 11% Triple Tap MJ Tapping Sleeve 4"-30" - 57% Triple Tap MJ Tapping Sleeve 4"-30" - Total Piping Triple Tap Line Stop Fitting Threaded & Push Market.List plus 11 /o plug 4" - 24" - 57% Triple Tap Line Stop Fitting Threaded & Push plug 4" - 24" - Market List plus 11% Wagner Brass tags -43% Brass tags- Market List plus 11% CONTRACT RENEWAL THIS CONTRACT RENEWAL 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, the CITY and CONTRACTOR entered into an agreement for Water Meter Fittings and Water Line Accessories (the Products) pursuant to ITB #2018-19/12; and WHEREAS, the initial CONTRACT term is three (3) years, beginning March 6, 2019 and expiring March 5, 2022; and WHEREAS, the terms and conditions of the CONTRACT provide three (3) additional one (1) year renewal options; and WHEREAS, the CITY is exercising the right to extend the contract for the second (2nd) of the three (3) renewal periods; and WHEREAS, renewal of the CONTRACT is in the best interest of the City; NOW THEREFORE, be it agreed by and between the parties as follows: Section 1. The above referenced Whereas clauses are true and correct and made a part hereof. Section 2. The contract renewal term shall begin on March 6, 2023 and will expire on March 5, 2024. (One (1) one (1) year renewal option remains) unless otherwise terminated pursuant to the terms of the original CONTRACT. Section 3. All terms, conditions, and specifications of the original CONTRACT shall remain the same. IN WITNESS WHEREOF the parties have caused these presents to be executed. Witnesses: CITY OF DEERFIELD BEACH DocuSigned by: na By: DAVID SANTUCCI, CITY MANAGER na Date: 2/16/2023 ATTEST: ocuSigned by: F�D AUVJt^0u 6r HEATHER MONTEMAYOR, CMC, CITY CLERK APPROVED AS TO FORM: Docc/IuSi--gned by: ANT OKA, CITY ATTORNEY 1 CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. CONTRACTOR ATTEST: core & Main LP (Name of Corporation) DocuSigned by: na By -1VG �f r-SSW (Witness) (Signa ure na Benjamin Strasser Municipal Quotations Spei (Corporate Seal, if applicable) (Type Name/Title Signed Above) 2/16/2023 Date: 2