HomeMy WebLinkAboutCity of Tamarac Resolution R-2022-031 Diesel and Gasoline PurchaseTemp. Reso. # 13747
March 23, 2022
Page 1
• CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2022- OS i
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA APPROVING THE PURCHASE OF
DIESEL FUEL AND GASOLINE FROM PORT
CONSOLIDATED, INC. UTILIZING THE CITY OF POMPANO
BEACH RFP NUMBER E-03-22 ON BEHALF OF THE
SOUTHEAST FLORIDA GOVERNMENT PURCHASING
COOPERATIVE; AUTHORIZING PURCHASE OF DIESEL
FUEL AND GASOLINE IN THE QUANTITIES NEEDED
BASED ON THE OPIS FUEL INDEX COST AT THE TIME OF
DELIVERY; EFFECTIVE MARCH 15, 2022 THROUGH
MARCH 14, 2027 OR AS EXTENDED BY THE CITY OF
POMPANO BEACH; AUTHORIZING PROPER CITY
OFFICIALS TO EXECUTE CONTRACT RENEWALS;
PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE
DATE.
• WHEREAS, gasoline and diesel fuels are necessary in order to operate the City
fleet; and
WHEREAS, The Tamarac Procurement Code, §6-148, allows the Purchasing
Officer the authority to waive purchasing procedures and purchase goods and services
which are the subject of contracts with other governmental agencies; and
WHEREAS, the City of Pompano Beach issued RFP # E-03-22, on behalf of the
Southeast Florida Governmental Purchasing Cooperative, (Co-op), incorporated herein
by reference and on file in the office of the City Clerk; and
WHEREAS, on February 22, 2022, the City Commission of the City of Pompano
Beach approved Ordinance No. 2022-30, upon second reading, which awarded RFP #
is E-03-22 to and authorized an Agreement with Port Consolidated, Inc. for the purchase of
Temp. Reso. # 13747
March 23, 2022
Page 2
diesel fuel and gasoline, a copy of the approved Ordinance No. 2022-30 and the Service •
Agreement between the City of Pompano Beach and Port Consolidated, Inc. is attached
hereto as "Exhibit 1" and "Exhibit 2", respectively; and
WHEREAS, the City of Tamarac is a member of the Southeast Florida
Governmental Purchasing Cooperative Group; and
WHEREAS, funds are available for the purchase of diesel fuel and unleaded
gasoline; and
WHEREAS, it is the recommendation of the Acting Director of Public Services, the
Director of Financial Services, and the Purchasing and Contracts Manager that the City
of Pompano Beach Co-op RFP E-03-22 be utilized for the purchase of diesel fuel and
gasoline; and is
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in
the best interest of the citizens and residents of the City of Tamarac to purchase diesel
fuel utilizing the City of Pompano Beach Cooperative RFP E-03-22.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, THAT:
Section 1: The foregoing "WHEREAS" clauses are HEREBY ratified and
confirmed as being true and correct and are HEREBY made a specific part of this
Resolution upon adoption hereof and all exhibits referenced and attached hereto are
incorporated herein and made a specific part of this Resolution.
•
•
J
Temp. Reso. # 13747
March 23, 2022
Page 3
SECTION 2: The City Commission of the City of Tamarac HEREBY
authorizes the use of the Cooperative Purchasing Service Agreement Number 1356 and
the appropriate City Officials are HEREBY authorized to purchase diesel fuel and
gasoline from Port Consolidated, Inc. under Co-op Service Contract Number 1356,
incorporated herein by reference and on file in the office of the City Clerk.
SECTION 3: The purchase of diesel fuel and gasoline utilizing the City of
Pompano Beach Co-op RFP # E-03-22 is hereby authorized in quantities needed based
on the OPIS Fuel Index at the time of delivery.
SECTION 4: The appropriate City Officials are HEREBY authorized to
extend or renew the Agreement with Port Consolidated, Inc. for the purchase of diesel
fuel and gasoline utilizing the City of Pompano Beach Co-op RFP # E-03-22
commensurate with the renewal or extension of the Agreement by the City of Pompano
Beach on behalf of the Southeast Florida Governmental Purchasing Cooperative.
SECTION 5: All Resolutions or parts of Resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 6: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid,
in part or in application, it shall not affect the validity of the remaining portions or
applications of this Resolution.
Temp. Reso. # 13747
March 23, 2022
Page 4
SECTION 7: This Resolution shall become effective immediately upon its •
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of U+`e-- 1� , 2022.
ATTEST:
W '�f• •
I HEREBY CERTIFY that I have
approved this Resolution as
to ford. 1 I
J'OTHWN, J
CI TTO NEY
�.
MICH LLE J. GOME
MAYOR
•
RECORD OF COMMISSION
VOTE:
MAYOR GOMEZ
DIST l: COMM. BOLTON
DIST 2: V/M GELIN
DIST 3: COMM VILLALOBOS
DIST 4: COMM. PLACKO
`/
0
•
•
TR 13747 EXHIBIT 1
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
rwhitcomb@Rreenacresfl.govfor placement on the NIGP SEFL website Cooperative contract page.
BID/RFP No. RFP E-03-22
Description/Title: Unleaded Gasoline & Diesel Fuel for Southeast Florida Governmental Purchasing Cooperative Group
Initial Contract Term: Start Date: March 15, 2022 End Date: March 14, 2027
Renewal Terms of the Contract: 1 Renewal Options for 5 years
(No. of Renewals) (Period of Time)
Renewal No. Start Date: End Date:
Renewal No. Start Date: End Date:
Renewal No. Start Date: End Date:
Renewal No. Start Date: End Date:
Extension / Renewal Note:
SECTION #1 VENDOR AWARD
Vendor Name: Port Consolidated, Inc.
Vendor Address: P.O Box 350430, Ft. Lauderdale, FL, 33335
Contact: Don Carlton, President
Phone: 800-683-5823 Fax: 954-527-1191
Cell/Pager: Email Address: cspev@portconsolidated.com
Website: FEIN: 59-1173292
SECTION #2 AWARD/BACKGROUND INFORMATION
Award Date: Feb. 24, 2022 Resolution/Agenda Item No.: Ord. 2022-30
Insurance Required: Yes X No
Performance Bond Required: Yes No X
SECTION #3
Agency Name:
Agency Address:
• Agency Contact:
Telephone:
LEAD AGENCY
City of Pompano Beach
100 W Atlantic Blvd, Pompano Beach, FL 33060
Antonio Pucci
954-786-5504
Email antonio.pucci@copbfl.com
Fax:
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TR 13747 EXHIBA16
ORDINANCE NO.2022- 30
CITY OF POMPANO BEACH
Broward County, Florida
AN ORDINANCE OF THE CITY COMMISSION OF THE
CITY OF POMPANO BEACH, FLORIDA, APPROVING
AND AUTHORIZING THE PROPER CITY OFFICIALS TO
EXECUTE SERVICE CONTRACT NO. 1356 BETWEEN
THE CITY OF POMPANO BEACH AND PORT
CONSOLIDATED, INC. FOR THE PURCHASE AND
DELIVERY OF UNLEADED GASOLINE AND DIESEL
FUEL; PROVIDING FOR SEVERABILITY; PROVIDING
AN EFFECTIVE DATE.
WHEREAS, pursuant to law, ten (10) days' notice has been given by publication in a paper
of general circulation in the City, notifying the public of this proposed ordinance and of a public
hearing in the City Commission Chambers of the City of Pompano Beach; and
WHEREAS, a public hearing before the City Commission was held pursuant to the •
published notice described above, at which hearing the parties in interest and all other citizens so
desiring had an opportunity to be and were, in fact, heard; now, therefore,
BE IT ENACTED BY THE CITY OF POMPANO BEACH, FLORIDA:
SECTION 1. That a Service Contract between the City of Pompano Beach and Port
Consolidated, Inc. for the purchase and delivery of unleaded gasoline and diesel fuel, a copy of
which Contract is attached hereto and incorporated herein by reference as if set forth in full, is
hereby approved.
SECTION 2. That the proper City officials are hereby authorized to execute said Contract
between the City of Pompano Beach and Port Consolidated, Inc.
SECTION 3. If any provision of this Ordinance or the application thereof to any person
or circumstance is held invalid, such invalidity shall not affect other provisions or applications of
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TR 13747 EXHIBIT 1
• this Ordinance that can be given effect without the invalid provision or application, and to this end
the provisions of this Ordinance are declared to be severable.
SECTION 4. This Ordinance shall become effective upon passage.
PASSED FIRST READING this 8th day of February , 2022.
PASSED SECOND READING this 22nd day of February , 2022.
DocuSigned by:
502C8780F03F480...
REX HARDIN, MAYOR
ATTEST:
Docuf ned by:
624808 SMF4AI...
ASCELETA HAMMOND, CITY CLERK �— DocuSigned by:
is
/jrm
1 /20/22
L:ord/2022-103
0
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TR 13747 EXHIBIT 2
• SERVICE CONTRACT No. 1356
THIS AGREEMENT is made and entered into on February 24, 2o2z by the City of
Pompano Beach ("City") and Port Consolidated, Inc., a ("Contractor").
WHEREAS, City requires the purchase and delivery of unleaded gasoline and diesel fuel,
which Contractor is capable of providing under the terms and conditions described herein; and
WHEREAS, Contractor is able and prepared to provide such services to City under the
terms and conditions set forth; and
WHEREAS, the City of Pompano Beach is acting as lead agency for the Southeast Florida
Governmental Purchasing Cooperative Group, and the City enters into a contract with Port
Consolidated, Inc. for the purchase and delivery of unleaded gasoline and diesel fuel, in accordance
with the pricing, terms and condition of RFP E-03-22; and
WHEREAS, Contractor agrees to provide all members of the Southeast Florida
Governmental Purchasing Cooperative Group with the same pricing as the City of Pompano
Beach.
• NOW, THEREFORE, in consideration of those mutual promises and the terms and
conditions set forth hereafter, the parties agree as follows:
1. Contract Documents. The Contract Documents consist of this Agreement; Exhibit
"A" — RFP E-03-22; Exhibit `B" — Proposal of Port Consolidated, Inc.; Exhibit "C" — Rate
Schedule; and all written change orders and modifications issued after execution of this
Agreement. These form the Contract and all are as fully a part of the Contract as if attached to this
Agreement or repeated herein.
2. Purpose. City hereby contracts with Contractor to provide for the purchase of
unleaded gasoline and diesel fuel upon the terms and conditions herein set forth and the Contract
Documents.
3. Scope of Work. Contractor will provide the services to be rendered as set forth in
Exhibit "A" (RFP E-03-22), attached hereto and by reference incorporated herein and made a part
hereof. Contractor agrees to provide all members of the Southeast Florida Governmental
Purchasing Cooperative Group, as listed in Attachment "B" of RFP E-03-22, ("Participating
Agencies"), and as may be added during the period of this Agreement, with the same pricing as
the City of Pompano Beach.
4. Term of Contract. This Contract shall be for a term of five years commencing
March 15, 2022 and ending March 14, 2027.
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TR 13747 EXHIBIT 2
5. Renewal. In the event City determines Contractor to be in full compliance with this •
Agreement and Contractor's performance thereunder to be satisfactory, then City, with City
Commission approval, shall have the option to renew this Agreement for an additional five year
term upon the written consent of both City and Contractor provided that City provides written
notice of its intention to renew within sixty (60) days of the termination date of this Agreement.
6. Maximum Obligation. City agrees to pay Contractor in consideration for its
products and services described herein. It is the intention of the parties hereby to insure that unless
otherwise directed by the City in writing, Contractor will continue to provide services as specified
in Exhibit "A" for the term of the contract. City shall be responsible only for payment for products
and services provided to City and not for purchases from Contractor by Participating Agencies.
7. Price Formula and Invoices.
A. Price Formula. City agrees to pay Contractor for performance of the
services set forth in this Agreement as set forth in the Rate Schedule attached hereto as Exhibit
"C" and incorporated herein.
B. Invoices. Contractor shall submit the invoices to City and Participating
Agencies for their agency's purchases only, and payments made in the manner provided in
Paragraph V.11 of RFP E-03-22. All payments by the City and Participating Agencies, shall be
made after the service has been provided.
8. Disputes. Any factual disputes between City and the Contractor in regard to this .
Agreement shall be directed to the City Manager for the City, and such decision shall be final.
9. Contract Administrators, Notices and Demands.
A. Contract Administrators. During the term of this Agreement, the City's
Contract Administrator shall be Robert McCaughan and the Contractor's Contract Administrator
shall be (or their authorized written designee) as further identified below.
B. Notices and Demands. A notice, demand, or other communication
hereunder by either party to the other shall be effective if it is in writing and sent via email,
registered or certified mail, postage prepaid to the representatives named below or is addressed
and delivered to such other authorized representative at the address as that party, from time to time
may designate in writing and forward to the other as provided herein.
If to Contractor: Donald R. Carlton, Jr., President
P.O. Box 350430 Fort Lauderdale,
33335 Office:
Email: (800) 683-5823
dcarlton@portconsolidated.com
•
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TR 13747 EXHIBIT 2
• If to City: Robert McCaughan, Contract Administrator
100 West Atlantic Blvd
Pompano Beach, FL 33060
Office: 954-786-4097
Email: Robert.McCaughan@copbfl.com
VVith a copy to: Antonio Pucci, Contract Manager
100 West Atlantic Blvd.
Pompano Beach, FL 33060
Phone: 954-786-5574
Email: antonio.pucci@copbfl.com
10. Ownership of Documents and Information. All information, data, reports, plans,
procedures or other proprietary rights in all Work items, developed, prepared, assembled or
compiled by Contractor as required for the Work hereunder, whether complete or unfinished, shall
be owned by the City without restriction, reservation or limitation of their use and made available
at any time and at no cost to City upon reasonable written request for its use and/or distribution as
City deems appropriate provided City has compensated Contractor for said Work product. City's
re -use of Contractor's Work product shall be at its sole discretion and risk if done without
Contractor's written permission. Upon completion of all Work contemplated hereunder or
termination of this Agreement, copies of all of the above data shall be promptly delivered to the
City's Contract Administrator upon written request. The Contractor may not disclose, use, license or
sell any work developed, created, or otherwise originated hereunder to any third party whatsoever. The
isrights and obligations created under this Article shall survive the termination or expiration of this
Agreement.
To the extent it exists and is necessary to perform the Work hereunder, City shall provide
any information, data and reports in its possession to Contractor free of charge.
11. Termination. City shall have the right to terminate this Agreement, in whole or in
part, for convenience, cause, default or negligence on Contractor's part, upon ten (10) business
days advance written notice to Contractor. Such Notice of Termination may include City's
proposed Transition Plan and timeline for terminating the Work, requests for certain Work product
documents and materials, and other provisions regarding winding down concerns and activities.
If there is any material breach or default in Contractor's performance of any
covenant or obligation hereunder which has not been remedied within ten (10) business days after
City's written Notice of Termination, City, in its sole discretion, may terminate this Agreement
immediately and Contractor shall not be entitled to receive further payment for services rendered
from the effective date of the Notice of Termination.
In the event of termination, City shall compensate Contractor for all authorized
Work satisfactorily performed through the termination date under the payment terms set forth in
Article 7 above and all Work product documents and materials shall be delivered to City within
ten (10) business days from the Notice of Termination. If any Work hereunder is in progress but
not completed as of the date of the termination, then upon City's written approval, this Agreement
• may be extended until said Work is completed and accepted by City.
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TR 13747 EXHIBIT 2
12. Force Majeure. Neither party shall be obligated to perform any duty, requirement •
or obligation under this Agreement if such performance is prevented, delayed or stopped by fire,
hurricane, earthquake, explosion, war, civil disorder , sabotage, accident , flood, acts of God, or
act or order of a governmental instrumentality, failure of technical facilities, interruption or delay
of transportation service, epidemic, pandemic, or public health emergencies (including any
resurgence or re -occurrence) or by any reason of any other matter or condition beyond the control
of either party which cannot be overcome by reasonable diligence and without unusual expense
("Force Majeure"). In no event shall economic hardship or lack of funds be considered an event of
force Majeure.
If either party is unable to perform or is prevented, delayed or stopped in performing
any obligations under this Agreement because of any event of force majeure including an event
that prevents the use or ability to use the Property for its intended purpose to the benefit of the
public , such inability to perform or delay shall be excused and any associated charges or payment
suspended until such time as the event of force majeure ends or as long as may be reasonably
necessary for either party to correct the adverse effect of such event of force majeure, to the extent
and in the form as mutually agreed by the Parties.
In order to be entitled to the benefit of this Paragraph, a party claiming an event of
Force Majeure shall be required to give prompt written notice to the other party after
commencement or discovery of the event of force majeure, specifying in detail the event of force
majeure, the estimated length of the event of force majeure, diligently proceed to correct the
adverse effect of any force majeure, where possible, and, upon request from the non -claiming •
party, provide an update until the event of force majeure ends. The parties agree that, as to this
Paragraph, time is of the essence.
13. Insurance. Contractor shall maintain insurance in accordance with Exhibit `B"
throughout the term of this Agreement.
14. Indemnification. Except as expressly provided herein, no liability shall attach to the
City by reason of entering into this Agreement.
A. Contractor shall at all times indemnify, hold harmless and defend the City,
its officers, officials, employees, volunteers and other authorized agents from and against any and
all claims, demands, suit, damages, attorneys' fees, fines, losses, penalties, defense costs or
liabilities suffered by the City arising directly or indirectly from any act, breach, omission,
negligence, recklessness or misconduct of Contractor and/or any of its agents, officers, or
employees hereunder, including any inaccuracy in or breach of any of the representations,
warranties or covenants made by the Contractor, its agents, officers and/or employees, in the
performance of services of this contract. Contractor agrees to investigate, handle, respond to,
provide defense for, and defend any such claims at its sole expense and to bear all other costs and
expenses related thereto, even if the claim(s) is/are groundless, false or fraudulent. To the extent
considered necessary by City, any sums due Contractor hereunder may be retained by City until
all of City's claims for indemnification hereunder have been settled or otherwise resolved, and any
amount withheld shall not be subject to payment of interest by City.
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TR 13747 EXHIBIT 2
isB. Contractor acknowledges and agrees that City would not enter into this
Agreement without this indemnification of City by Contractor. The parties agree that one percent
(1 %) of the total compensation paid to Contractor hereunder shall constitute specific consideration
to Contractor for the indemnification provided under this Article and these provisions shall survive
expiration or early termination of this Agreement.
15. Sovereign Immunity. Nothing in this Agreement shall constitute a waiver by the
City of its sovereign immunity limits as set forth in section 768.28, Florida Statutes. Nothing herein
shall be construed as consent from either party to be sued by third parties.
16. Non -Assignability and Subcontracting.
A. Non -Assignability. This Agreement is not assignable and Contractor agrees it
shall not assign or otherwise transfer any of its interests, rights or obligations hereunder, in whole
or in part, to any other person or entity without City's prior written consent which must be sought
in writing not less than fifteen (15) days prior to the date of any proposed assignment. Any attempt
by Contractor to assign or transfer any of its rights or obligations hereunder without first obtaining
City's written approval shall not be binding on City and, at City's sole discretion, may result in
City's immediate termination of this Agreement whereby City shall be released of any of its
obligations hereunder. In addition, this Agreement and the rights and obligations herein shall not
be assignable or transferable by any process or proceeding in court, or by judgment, execution,
proceedings in insolvency, bankruptcy or receivership. In the event of Contractor's insolvency or
bankruptcy, City may, at its option, terminate and cancel this Agreement without any notice of any
• kind whatsoever, in which event all rights of Contractor hereunder shall immediately cease and
terminate.
B. Subcontracting. Prior to subcontracting for Work to be performed
hereunder, Contractor shall be required to obtain the written approval of the City's Contract
Administrator. If the City's Contract Administrator, in his/her sole discretion, objects to the
proposed subcontractor, Contractor shall be prohibited from allowing that subcontractor to provide
any Work hereunder. Although Contractor may subcontract Work in accordance with this Article,
Contractor remains responsible for any and all contractual obligations hereunder and shall also be
responsible to ensure that none of its proposed subcontractors are listed on the Convicted Vendors
List referenced in accordance with the provisions of Article 28 below.
17. Performance Under Law. The Contractor, in the performance of duties under the
Agreement, agrees to comply with all applicable local, state and/or federal laws and ordinances
including, but not limited to, standards of licensing, conduct of business and those relating to
criminal activity.
18. Audit and Inspection Records. The Contractor shall permit the authorized
representatives of the City to inspect and audit all data and records of the Contractor, if any,
relating to performance under the contract until the expiration of three years after final payment
under this contract.
The Contractor further agrees to include in all his subcontracts hereunder a
. provision to the effect that the subcontractor agrees that City or any of their duly authorized
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TR 13747 EXHIBIT 2
representatives shall, until the expiration of three years after final payment under the subcontractor, •
have access to and the right to examine any directly pertinent books, documents, papers and
records of such subcontractor, involving transactions related to the subcontractor.
19. Adherence to Law. Both parties shall adhere to all applicable laws governing their
relationship with their employees including, but not limited to, laws, rules, regulations and policies
concerning worker's compensation, unemployment compensation and minimum wage
requirements.
20. Independent Contractor. The Contractor shall be deemed an independent
Contractor for all purposes, and the employees of the Contractor or any of its contractors,
subcontractors and the employees thereof, shall not in any manner be deemed to be employees of
City. As such, the employees of the Contractor, its Contractors or subcontractors, shall not be
subject to any withholding for tax, social security or other purposes by City, nor shall such
Contractor, subcontractor or employee be entitled to sick leave, pension benefits, vacation, medical
benefits, life insurance, workers or unemployment compensation or the like from City.
21. Contractor cooperation. The Contractor recognizes that the performance of this
contract is essential to the provision of vital public services and the accomplishment of the stated
goals and mission of City. Therefore, the Contractor shall be responsible to maintain a cooperative
and good faith attitude in all relations with City and shall actively foster a public image of mutual
benefit to both parties. The Contractor shall not make any statements or take any actions
detrimental to this effort.
22. Public Records. •
A. The City of Pompano Beach is a public agency subject to Chapter 119,
Florida Statutes. The Contractor shall comply with Florida's Public Records Law, as amended.
Specifically, the Contractor shall:
Keep and maintain public records required by the City in order to
perform the service.
2. Upon request from the City's custodian of public records, provide
the City with a copy of requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes
or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by law
for the duration of the contract term and following completion of the contract if the Contractor
does not transfer the records to the City.
4. Upon completion of the contract, transfer, at no cost to the City, all
public records in possession of the Contractor, or keep and maintain public records required by the
City to perform the service. If the Contractor transfers all public records to the City upon
completion of the contract, the Contractor shall destroy any duplicate public records that are •
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• exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the contract, the Contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the City, upon request from the City's custodian of public records in a format that is
compatible with the information technology systems of the City.
B. Failure of the Contractor to provide the above described public records to the
City within a reasonable time may subject Contractor to penalties under 119.10, Florida Statutes, as
amended.
PUBLIC RECORDS CUSTODIAN
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:
CITY CLERK
100 W. Atlantic Blvd., Suite 253
Pompano Beach, Florida 33060
is (954) 786-4611
RecordsCustodian(a-)copbfl.com
•
23. Governing Law. This Agreement must be interpreted and construed in accordance
with and governed by the laws of the State of Florida. The exclusive venue for any lawsuit arising
from, related to, or in connection with this Agreement will be in the state courts of the Seventeenth
Judicial Circuit in and for Broward County, Florida. If any claim arising from, related to, or in
connection with this Agreement must be litigated in federal court, the exclusive venue for any such
lawsuit will be in the United States District Court or United States Bankruptcy Court for the
Southern District of Florida. BY ENTERING INTO THIS AGREEMENT, THE PARTIES
HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL
BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT.
24. Waiver and Modification.
A. No waiver made by either party with respect to performance, manner, time,
or any obligation of either party or any condition hereunder shall be considered a waiver of that
party's rights with respect to the particular obligation or condition beyond those expressly waived
in writing or a waiver of any other rights of the party making the waiver or any other obligations
of the other party.
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B. No Waiver by Delay. The City shall have the right to institute such actions •
or proceedings as it may deem desirable for effectuating the purposes of this Agreement provided
that any delay by City in asserting its rights hereunder shall not operate as a waiver of such rights
or limit them in any way. The intent of this provision is that City shall not be constrained to exercise
such remedy at a time when it may still hope to otherwise resolve the problems created by the
default or risk nor shall any waiver made by City with respect to any specific default by Contractor
be considered a waiver of City's rights with respect to that default or any other default by
Contractor.
C. Either party may request changes to modify certain provisions of this
Agreement; however, unless otherwise provided for herein, any such changes must be contained
in a written amendment executed by both parties with the same formality of this Agreement.
25. No Contingent Fee. Contractor warrants that other than a bona fide employee
working solely for Contractor, Contractor has not employed or retained any person or entity, or
paid or agreed to pay any person or entity, any fee, commission, gift or any other consideration to
solicit or secure this Agreement or contingent upon or resulting from the award or making of this
Agreement. In the event of Contractor's breach or violation of this provision, City shall have the
right to terminate this Agreement without liability and, at City's sole discretion, to deduct from
the Price Formula set forth in Article 7 or otherwise recover the full amount of such fee,
commission, gift or other consideration.
26. Attorneys' Fees and Costs. In the event of any litigation involving the provisions
of this Agreement, both parties agree that the prevailing party in such litigation shall be entitled to •
recover from the non -prevailing party reasonable attorney and paraprofessional fees as well as all
out-of-pocket costs and expenses incurred thereby by the prevailing party in such litigation through
all appellate levels.
27. No Third Party Beneficiaries. Contractor and City agree that this Agreement and
other agreements pertaining to Contractor's performance hereunder shall not create any obligation
on Contractor or City's part to third parties. No person not a party to this Agreement shall be a
third -party beneficiary or acquire any rights hereunder.
28. Public Entity Crimes Act. As of the full execution of this Agreement, Contractor
certifies that in accordance with §287.133, Florida Statutes, it is not on the Convicted Vendors List
maintained by the State of Florida, Department of General Services. If Contractor is subsequently
listed on the Convicted Vendors List during the term of this Agreement, Contractor agrees it shall
immediately provide City written notice of such designation in accordance with Article 9 above.
29. Entire Agreement. This document incorporates and includes all prior negotiations,
correspondence, conversations, agreements or understandings applicable to the matters contained
herein, and the parties agree that there are no commitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in this document.
Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written.
•
Service Contract with Port Consolidated, Inc. Page 8 of 11
DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1ED8AA
TR 13747 EXHIBIT 2
• 30. Headings. The headings or titles to Articles of this Agreement are not part of the
Agreement and shall have no effect upon the construction or interpretation of any part of this
Agreement.
31. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. A photocopy, email or facsimile copy of this Agreement and any signatory hereon
shall be considered for all purposes as original.
32. Approvals. Whenever CITY approval(s) shall be required for any action under this
Agreement, said approval(s) shall not be unreasonably withheld.
33. Absence of Conflicts of Interest. Both parties represent they presently have no
interest and shall acquire no interest, either direct or indirect, which would conflict in any manner
with their performance under this Agreement and that no person having any conflicting interest
shall be employed or engaged by either party in their performance hereunder.
34. Binding Effect. The benefits and obligations imposed pursuant to this Agreement
shall be binding and enforceable by and against the parties hereto.
35. Employment Eligibility. By entering into this Contract, the Contractor becomes
obligated to comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility."
This includes but is not limited to utilization of the E-Verify System to verify the work
• authorization status of all newly hired employees, and requiring all subcontractors to provide an
affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an
unauthorized alien. Failure to comply will lead to termination of this Contract, or if a subcontractor
knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to
termination under this provision must be filed in the Circuit or County Court no later than 20
calendar days after the date of termination. If this contract is terminated for a violation of the statute
by the Contractor, the Contractor may not be awarded a public contract for a period of 1 year after
the date of termination
C,
36. Ordering and Payment. It is understood and agreed that the City of Pompano Beach
is not a legally bound party to any contractual agreement made between any other agency and the
Contractor as a result of this Agreement or purchases made between other agencies. After award
of contract to Contractor, the City reserves the right to issue purchase orders in accordance with
the terms of this contract.
37. Severability. Should any provision of this Agreement or the applications of such
provisions be rendered or declared invalid by a court action or by reason of any existing or
subsequently enacted legislation, the remaining parts of provisions of this Agreement shall remain
in full force and effect.
THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK
Service Contract with Port Consolidated, Inc. Page 9 of 11
DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
TR 13747 EXHIBIT 2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year hereinabove written.
Attest:
IDocuSigmeci by:
62A808338 ORW...
ASCELETA HAMMOND, CITY CLERK
APPROVED AS TO FORM:
DoouSlynad by:
Lka& f. tt^#j&
BOD5MDA804A7...
MARK E. BERMAN, CITY ATTORNEY
CITY OF POMPANO BEACH
�/ DocuS/ig�ned by:
N� '' it Aikv,
By: 502C8788E83F480...
REX HARDIN, MAYOR
D"Usionw rr.
cz-FOSAM&WAvP . {�arrisok.
By:
GREGORY P. HARRISON, CITY MANAGER
(SEAL)
DocuSigned by:
•
J
•
Service Contract with Port Consolidated, Inc. Page 10 of 11
DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
TR 13747 EXHIBIT 2
•
"CONTRACTOR"
Witnesses:
(1)1. -d h G-L G
(Print or Type Name)
d
(Print or Type Name)
STATE OF'yL1i'
COUNTY OF D��/zpt-t�.�`I✓Z�
Port Consolidated, Inc.
B �.
y� a
Cona Carlt , FrK,ident
The foregoing instrument was acknowledged before me, by means of physical presence
• or a online notarization, this i 11+'day of J C�^%_Lor� , 20 v, by Donald R. Carlton,
Jr. as President of Port Consolidated, Inc., a Florida corporation on behalf of the corporation. He
is personally known to me or who has produced
(type of identification) as identification.
NOTARY'S SEAL:
L E I D Y G. R 0 D R I G U E Z
Notary Public -State of Florida
_• �' Commission 0 HH 45130
My Commission Expires
October 06. 2024
Service Contract with Port Consolidated, Inc.
NOTARY UBLIC, STATE Ot3FL6k1DA
(Name of Acknowledger Typed, Printc4d or Stamped)
+i R- ti 513c3
Commission Number
Page I I of I l