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2008-016 Heritage Day Amusement Rides AgreementRESOLUTION 2008-16 • • A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA ACCEPTING THE BID SUBMITTED BY BIG FUN, INC. FOR HERITAGE DAY 2008 AMUSEMENT RIDES AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN AGREEMENT WITH BIG FUN INC. RELATING TO SUCH SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village issued an Invitation for Sealed Bids for the Heritage Day 2008 amusement rides; and WHEREAS, upon opening and evaluating the three bids received, Village Administration recommended accepting the bid submitted by Big Fun Inc., a Florida corporation, at a total cost not to exceed $38,000.OO;and WHEREAS, the Village Council determines that the acceptance of the bid recommended by Village Administration is in the best interests ofthe Village and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals aze ratified as true and inwrporated herein. Section 2. The Village Council hereby accepts the bid submitted by Big Fun, Inc. for the Heritage Day 2008 amusement rides at a total cost not to exceed $35,000, with funds expended from Village Account No. A8229-35650 ("Heritage Day"). Section 3. The Village Council further authorizes and directs the Mayor and Village Clerk to execute an agreement for Big Fun, Inc. to perform such services in accordance with the terms and conditions set forth in the Invitation to Bid issued by the Village. Section 4. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 28th DAY OF FEBRUARY. 2008. (Village Seal)':, ~,. ATTEST: _ ~ ~~ MAYO • _~ VILLAGE CLERK CONTRACT FOR Herita a Da Amusemeut Rides d j This Contract is made as of the day of ~e~/vary , 2008, by and between the VILLAGE OF NORTH PALM BEACH, Palm Beach County,, Florid cal Subdivision of the State of Florida, by and through its Village Council, hereinafter referred to as the VILLAGE, and BIG FINN INC.., a limited liability corporation authorized to do business in the State of Florida, hereinafter referred to as the CONTRACTOR, whose Federal LD. is 'L t7 - i 1522 ~'{ In consideration of the promises and mutual covenants herein contained, it is hereby agreed that the CONTRACTOR shall provide to the VILLAGE all goods and services requested under Invitation to Bid for the Amusement Rides ("ITB" hereafter) and as further stated in CONTRACTOR'S responsive bid to the ITB and pursuant to the terms and conditions of this Contract. SECTION I - SERVICES OF THE CONTRACTOR. A. The CONTRACTOR shall provide all goods and services as stated in ITB and CONTRACTOR'S bid to that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similaz locality at the time the services are provided. B. The goods and services to be provided by the CONTRACTOR shall be commenced subsequent to the execution and approval of this Contract and upon written notice from the VILLAGE to proceed. SECTION 2: VILLAGE'S REPRESENTATIVE. Unless otherwise specified by the VILLAGE, the VILLAGE'S representative shall be the Director of Parks and Recreation. SECTION 3: COMPENSATION AND METHOD OF PAYMENT A. CONTRACTOR shall invoice the VILLAGE on the form provided as Exhibit "A" and include such information as requested in Exhibit "A". Invoices received from the CONTRACTOR pursuant to this Contract will be reviewed and approved by the VILLAGE'S representative, indicating that goods and services have been provided and rendered in conformity with the Contract and then will be sent to the Finance Department for payment. CONTRACTOR will invoice the VILLAGE in advance for each payment period. Invoices will normally be paid within thirty (30) days following the VII.LAGE representative's approval. B. Services undertaken or expenses incurred by the exceeding an amount set forth in this Contract without prior written authorization from the VILLAGE shall be the liability of the CONTRACTOR. C. CONTRACTOR waives consequential or incidental damages for claims, disputes or other matters in question arising out of or relating to this Contract. D. In order for both parties herein to close their books and records, CONTRACTOR will cleazly state "final invoice" on the CONTRACTOR'S final/last billing to the VILLAGE. E, If the VILLAGE fails to make any payment due the CONTRACTOR for services and expenses under this Contract within forty-five (45) days after the CONTRACTOR'S transmittal of its invoice to the VILLAGE, the CONTRACTOR may, after giving notice to the VII,LAGE, suspend services under this Contract until it has been paid in full all amounts due. F. If the VILLAGE disputes any invoice or part of an invoice, VILLAGE shall notify CONTRACTOR of such dispute within fifteen (15) days of receipt of the invoice. VILLAGE reserves the right to off-set, r„~D` reduce or withhold any payment to CONTRACTOR in accordance with the terms and conditions of this Contract. SECTION 4: INDEMNIFICATION A. The CONTRACTOR shall indemnify and hold harmless the VILLAGE, and its officers and employees, from liabilities, damages, losses, and costs, including but not limited to, reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONTRACTOR and other persons employed or utilized by the CONTRACTOR in the performance of a Project. B. Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the VILLAGE or CONTRACTOR, nor shall this Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida Statutes. SECTION 5: PERSONNEL. A. The CONTRACTOR represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the VILLAGE. B. All of the services required hereunder shall be performed by the CONTRACTOR or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services. C. All of the CONTRACTOR'S personnel (and all sub-contractors) while on VILLAGE premises, will comply with all VILLAGE requirements governing conduct, safety, and security. SECTION 6: SUB-CONTRACTORS. A. The VILLAGE reserves the right to reject the selection of a particular sub-contractor and approve all qualifications of any sub-contractor in order to make a determination as to the capability of the sub-contractor to perform properly under this Contract. The CONTRACTOR is encouraged to seek minority and women business enterprises for participation in subcontracting opportunities. Rejection of a proposed sub-contractor may result in a change in pricing unless such rejection is due solely to poor performance. In any event, said rejection shall in no way obligate VILLAGE to accept such change in pricing but VII.LAGE may, in its sole discretion, agree to same. B. If asub-contractor fails to perform or make progress, as required by this Contract, and it is necessary to replace the sub-contractor to complete the work in a timely fashion, the CONTRACTOR shall promptly do so, subject to acceptance of the new sub-contractor by the VIC,LAGE. C. All sub-contractors providing services to the CONTRACTOR under this Contract will also be required to provide their own insurance coverage identical to those contained in this Contract. In the event that asub-contractor does not have insurance or does not meet the insurance limits as stated in this Contract, the CONTRACTOR shall indemnify and hold harmless the VILLAGE for any claim in excess of the sub-contractor's insurance coverage, arising out of the negligent acts, errors or omissions of the sub-contractor. ~~~9 D. The VILLAGE will make no attempt to fix the scope of services for any of the CONTRACTOR'S sub-contractors. The CONTRACTOR shall be solely responsible for fixing the scope of services for the CONTRACTOR'S sub-contmctors and the responsibilities of each. SECTION 7: TERMINATION. A. This Contract may be cancelled by the CONTRACTOR upon thirty (30) days prior written notice to the VILLAGE'S representative in the event of substantial failure by the VILLAGE to perform in accordance with the terms of this Contract through no fault of the CONTRACTOR. It may also be terminated, in whole or in part, by the VILLAGE, with or without cause, upon thirty (30) days written notice to the CONTRACTOR. Unless the CONTRACTOR is in breach of this Contract, the CONTRACTOR shall be paid for services rendered to the VILLAGE'S satisfaction through the date of termination. After receipt of a Termination Notice and except as otherwise directed by the VILLAGE, the CONTRACTOR shall: I. Stop work on the date and to the extent specified. 2. Terminate and settle all orders and subcontracts relating to the performance of the terminated work. 3. Transfer all work in progess, completed work, and other materials related to the terminated work to the VILLAGE. 4. Continue and complete al I parts of the work that have not been terminated. SECTION 8: FEDERAL AND STATE TAX. The VILLAGE is exempt from payment of Florida State Sales and Use Tax. The VILLAGE will sign an exemption certificate submitted by the CONTRACTOR. The CONTRACTOR shall not be exempted from paying sales tax to its suppliers for materials used to fill contractual obligations with the VILLAGE, nor is the CONTRACTOR authorized to use the VILLAGE'S Tax Exemption Number in securing such materials. SECTION 9: INSURANCE AND PUBLIC CONSTRUCTION BOND. A. Prior to commencing any work, the CONTRACTOR shall provide certificates evidencing insurance coverage as required hereunder. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida. The Certificates shall clearly indicate that the CONTRACTOR has obtained insurance of the type, amount, and classification as required for strict compliance with this Section and that no material change or cancellation of the insurance shall be effective without thirty (30) days' prior written notice to the VILLAGE'S representative. . B. The CONTRACTOR shall maintain, during the life of this Contract, commercial general liability, including contractual liability insurance in the amount of $500,000 per occurrence to protect the CONTRACTOR from claims For damages for bodily and personal injury, including wrongful death, as well as from claims of property damages which may arise from any operations under this Contract, whether such operations be by the CONTRACTOR or by anyone directly employed by or contracting with the CONTRACTOR. C. The CONTRACTOR shall maintain, during the life of this Contract, comprehensive automobile liability insurance in the minimum amount of $500,000 combined single limit for bodily injury and property damages liability to protect the CONTRACTOR from claims for damages for bodily and ~~~ personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use, or maintenance of owned and non-owned automobiles, including rented automobiles whether such operations be by the CONTRACTOR or by anyone directly or indirectly employed by the CONTRACTOR. D. The parties to this Contract shall carry Workers' Compensation Insurance and Employer's Liability Insurance for all employees as required by Florida Statutes. In the event that a party does not carry Workers' Compensation Insurance and chooses not to obtain same, then such party shall in accordance with Section 440.05, Florida Statutes, apply for and obtain an exemption authorized by the Department of Insurance and shall provide a copy of such exemption to the VILLAGE. E. All insurance, other than Worker's Compensation, to be maintained by the CONTRACTOR shall specifically include the VILLAGE as an Additional Insured. SECTION 10: SUCCESSORS AND ASSIGNS. The VII,LAGE and the CONTRACTOR each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the VILLAGE nor the CONTRACTOR shall assign, sublet, convey or transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the VILLAGE which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the VILLAGE and the CONTRACTOR. SECTION il: DISPUTE RESOLUTION. LAW, VENUE AND REMEDIES A. All claims arising out of this Contract or its breach shall be submitted first to mediation in accordance with the local rules for mediation in Palm Beach County, Florida. The parties shall share the mediator's fee equally. The mediation shall be held in Palm Beach County, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. B. This Contract shall be governed by the laws of the State of Flotida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. SECTION 12: INDEPENDENT CONTRACTOR RELATIONSHIP. The CONTRACTOR is, and shall be, in the performance of all Services under this Contract, an Independent CONTRACTOR, and not an employee, agent, or servant of the VILLAGE. All persons engaged in any of the Services performed pursuant to this Contract shall at all times, and in all places, be subject to the CONTRACTOR'S sole direction, supervision, and control. The CONTRACTOR shall exercise control over the means and manner in which it and its employees perform the Services. SECTION 13: ACCESS AND AUDITS. The CONTRACTOR shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the Services for at least three (3) yeazs after completion of this Contract. The VILLAGE shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the CONTRACTOR'S place of business. In no circumstances will ~~ CONTRACTOR be required to disclose any confidential or proprietary information regarding its products and service costs. SECTION 14: NONDISCRIMINATION. The CONTRACTOR warrants and represents that all of its employees are treated equally during employment without regazd to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. SECTION 15: ENFORCEMENT COSTS. Except for mediation, if any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court awazded costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. SECTION 16: AUTHORITY TO PRACTICE. The CONTRACTOR hereby represents and warrants that it has and will continue to maintain all licenses and approvals requred to conduct its business and provide the Services under this Contract, and that it will at all times conduct its business and provide the Services under this Contract in a reputable manner. Proof of such licenses and approvals shall be submitted to the VILLAGE'S representative upon request. SECTION 17: SEVERABILITY. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. SECTION 18: MODIFICATIONS OF WORK. A. The VII,LAGE reserves the right to make changes in the work, including alterations, reductions therein or additions thereto. Upon receipt by the CONTRACTOR of the VILLAGE'S notification of a contemplated change, the CONTRACTOR shall, in writing: (1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2) notify the VILLAGE of any estimated change in the completion date, and (3) advise the VILLAGE if the contemplated change shall effect the CONTRACTOR'S ability to meet the completion dates or schedules of this Contract. B. If the VILLAGE so instructs in writing, the CONTRACTOR shall suspend work on that portion of the work affected by the contemplated change, pending the VILLAGE'S decision to proceed with the change. C. If the VILLAGE elects to make the change, the VILLAGE shall initiate a Contract Amendment and the CONTRACTOR shall not commence work on any such change until such written amendment is signed by the CONTRACTOR and approved and executed by the Village of North Palm Beach. SECTION 19: PUBLIC ENTITY CRIMES. CONTRACTOR acknowledges and agrees that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals,^or~replies ~~ V on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, sub-contractor, or CONTRACTOR under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statues, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. The CONTRACTOR will advise the VILLAGE immediately if it becomes awaze of any violation of this statute. SECTION 20: PROTECTION OF WORK AND PROPERTY. A. The CONTRACTOR shall continuously maintain adequate protection of all work from damage, and shall protect the VILLAGE'S property from injury or loss arising in connection with the Contract. Except for any such damage, injury, or loss, except that which may be directly due to errors caused by the VILLAGE or employees of the VILLAGE, the CONTRACTOR shall provide any necessary materials to maintain such protection. B. Until acceptance of the work by the VILLAGE, the VILLAGE'S property shall be under the chazge and care of the CONTRACTOR and the CONTRACTOR shall take every necessary precaution against injury or damage to the work by the action of elements or from any other cause whatsoever, and the CONTRACTOR shall repair, restore and make good, without additional work occasioned by any of the above causes before its completion and acceptance. C. The CONTRACTOR will also take every necessary precaution to ensure the safety of the VILLAGE, public and other guests and invitees thereof at or near the areas where work is being accomplished during and throughout the completion of all work. SECTION 21: NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested, and if sent to the VILLAGE shall be mailed to: Village of North Palm Beach Atfi: Mark Hodgkins Village Hall 501 US Highway 1 North Palm Beach, FL 33408 and if sent to 4he CONTRACTOR shall be mailed to: Big Fun Inc. Attn: Mike Donlan PO Box 699 Jensen Beach Florida 34958 The foregoing names and addresses may be changed if such change is provided in writing to the other P~'t7'• SECTION 22: ENTIRETY OF CONTRACTUAL AGREEMENT. The VILLAGE and the CONTRACTOR agree that this Contract sets forth the entire agreement between the parties, and that there aze no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. SECTION 23: TIME AND LIQUIDATED DAMAGES. ~~ A. Time is of the essence in all respects under this Contract B. The VILLAGE and CONTRACTOR also recognize the delays, expense and difficulties involved in proving in a legal or other proceeding, the actual loss suffered by the VILLAGE if the work is not completed on time. C. Liquidated damages due to the VILLAGE may be withheld, reduced or set-off from payments due to the CONTRACTOR, or may be collected from the CONTRACTOR or its surety or sureties. These provisions for liquidated damages shall not prevent the VILLAGE from terminating the CONTRACTOR'S right to proceed as provided herein or from seeking and enforcing any other remedy under this Contract or available at law. SECTION 24: TERMINOLOGY AND CAPTIONS. All pronouns, singular, plural, masculine, feminine or neuter, shall mean and include the person, entity, firm or corporation to which they relate as the context may require. Wherever the context may require, the singular shall mean and include the plural and the plural shall mean and include the singular. The term "Contract" as used herein, as well as the terms "herein", "hereof', "hereunder", "hereinafter" and the like mean this Contract in its entirety and all exhibits, amendments and addenda attached hereto and made a part hereof. The captions and paragaph headings are for reference and convenience only and do not enter into or become a part of the context of this Contract, nor shall such headings affect the meaning or interpretation of this Contract. SECTION 25: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that patties' right to enforce or exercise said right(s) at any time thereafter. SECTION 26: PREPARATION. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. SECTION 27: MATERIALITY. All provisions of the Contract shall be deemed material. In the event CONTRACTOR fails to comply with any of the provisions contained in this Contract or exhibits, amendments and addenda attached hereto, said failure shall be deemed a material breach of this Contract and VILLAGE may at its option and without notice terminate this Contract. SECTION 28: EXHIBITS AND CONTRACT DOCUMENTS. Each exhibit and other contract documents referred to in this Contract forms an essential part of this Contract. The exhibits and other contract documents, if not physically attached, should be treated as part of this Contract and are incorporated herein by reference. SECTION 29: CONTRACT DOCUMENTS AND CONTROLLING PROVISIONS. This Contract consists of the ITB, the CONTRACTOR'S bid to the VILLAGE, this Contract and any and all exhibits thereto. The CONTRACTOR agrees to be bound by all the terms and conditions set forth in the aforementioned documents. To the extent that there exists a conflict between this Contract (and Exhibit "A") and the remaining contract documents, the terms, conditions, covenants, and/or provisions of this Contract (including Exhibit "A") shall prevail with the ITB taking precedence over CONTRACTOR'S proposal. Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid conflicts between provisions of the various documents. ~~ SECTION 30: LEGAL EFFECT. This Contract shall not become binding and effective until approved by the Village Council ofthe Village of North Palm Beach. SECTION 31: SURVIVABILITY. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. SECTION 32: DEFAULT. A. Notwithstanding anything contained in this Contract to the contrary, the parties agree that the occurrence of any ofthe following shall be deemed a material event of default and shall be grounds for termination: l . The filing of a lien by any sub-CONTRACTOR, sub-contractor or third tier sub- contractor including, but not limited to material, men, suppliers, or laborers, upon any property, right of way, easement or other interest in land or right to use within the territorial boundaries of the VILLAGE which lien is not satisfied, discharged or contested in a court of law within thirty (30) days from the date of notice to the CONTRACTOR; 2.The filing of any judgment lien against the assets of CONTRACTOR related to the performance of this Contract which is not satisfied, discharged or contested in a court of law within thirty (30) days from the date of notice to the CONTRACTOR; or 3.The filing of a petition by or against CONTRACTOR for relief under the Bankruptcy Code, or for its reorganization or for the appointment of a receiver or trustee of CONTRACTOR or CONTRACTOR'S property; or an assignment by CONTRACTOR for the benefit of creditors; or the taking possession of the property of CONTRACTOR by any governmental officer or agency pursuant to statutory authority for the dissolution or liquidation of CONTRACTOR; or if a temporary or permanent receiver or trustee shall be appointed for CONTRACTOR or for CONTRACTOR'S property and such temporary or permanent receiver or Trustee shall not be discharged within thirty (30) days from the date of appointment. 4. Due to circumstances within the control ofthe CONTRACTOR, CONTRACTOR fails to provide Services under this Contract on schedule as agreed to by CONTRACTOR in this Contract. B. CONTRACTOR shall provide written notice to the VILLAGE of the occurrence of any event of default within five (5) days of CONTRACTOR'S receipt of notice or knowledge of any such default. SECTION 33: WAIVER OF SUBROGATION. CONTRACTOR hereby waives any and all rights to Subrogation against the VILLAGE, its officers, employees and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into apre- loss agreement to waive subrogation without an endorsement, then CONTRACTOR shall agee to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should CONTRACTOR enter into such an agreement on a pre-loss basis. SECTION 34: REPRESENTATIONSBINDING AUTHORITY. MICHAEL DOOLAN has full power, authority and legal right to execute and deliver this Contract and perform all of its obligations under this Contract. By signing this Contract, MICHAEL DOOLAN hereby represents to the VILLAGE that he/she has the authority and full legal power to execute this Contract and any and all ~~ documents necessary to effectuate and implement the terms of this Contract on behalf of the party for whom he or she is signing and to bind and obligate such party with respect to all provisions contained in this Contract. ITHE REMAINDER OF TffiS PAGE INTENTIONALLY LEFT BLANKI /, ~w ~l'' fN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract for Amusement Rides as of the day and year first above written. ~e~ '~/n~ 'gnu. ~~ B ~]_ ~u~- Print Name: ~:`Haa) 1 ~ppOG,~ Position: ~f esa ~e~l VILLAGE OF NORTH PALM BEACH BY: ,,.. ~, ~: ~~ ATTEST ,!, BY: i~ i~,~l.L,~~C~~~- MEliTSSA TEAL, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: VII,LAGE ATTORNEY