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2008-025 Bid Award for Osborne Park Recreation BuildingRESOLUTION 2008-25 • A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA ACCEPTING THE BID SUBMITTED BY KIRCHMAN CONSTRUCTION CO. FOR ADDITIONS AND RENOVATIONS TO THE OSBORNE PARK RECREATION BUILDING AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN AGREEMENT RELATING TO SUCH SERVICES; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village issued an Invitation for Sealed Bids for Additions and Modifications to the Osborne Pazk Recreation Building ("ITB") and received eleven bids in response to the ITB; and WHEREAS, Village Administration reviewed each of the bids and rewmmended accepting the lowest responsive bid submitted by Kirchman Contracting Co. in the amount of $319,700; and WHEREAS, based on such recommendation, the Village Council determines the acceptance of the bid submitted by Kirchman Contracting Co. 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 are incorporated herein. • Section 2. The Village Council hereby accepts the bid submitted by Kirchman Contracting Co. for additions and modifications to the Osborne Pazk Recreation Building in an amount not to exceed $319,700, with funds expended from Account No. K8023-66200 (Buildings - Osborne Pazk). Section 3. The Village Council authorizes and directs the Mayor and Village Clerk to execute a contract with Kirchman Construction Co. for such services. A copy of the contract, which was included in the ITB, is attached hereto and incorporated herein. Section 4. All resolutions or parts of resolutions in conflict herewith aze hereby repealed to the extent of such conflict. Section 5. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 10th DAY OF APRIL 2008. (Village Seal) ~.,~ MA OR ,,. ,., , ATTEST: ~~ ~, --- VILLAGE CLERK CONTRACT This Contract is made as of the ~ day of ~~ 2008, by and between the VILLAGE OF NORTH PALM BEACH, a municipal corporation organized and existing under the laws of the State of Florida, hereinafter refened to as VILLAGE, and HIRCHMAN CONSTRUCTION CO., a Florida corporation authorized to do business in the State of Florida, hereinafter referred to as the CONTRACTOR, whose Federal LD. is 59-1943170. 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 Additions and Modifications to the Osborne Park Recreation Building ("ITB") and as further stated in CONTRACTOR'S Bid Proposal and pursuant to the terms and conditions of this Contract. ARTICLE 1. SERVICES OF THE CONTRACTOR. A. The CONTRACTOR shall provide all goods and services as stated in the ITB and the Project Drawings referenced therein in accordance with the Bid Proposal (hereinafter referred to as "Work"), which are incorporated herein by reference, to that degree of care and skill ordinarily exercised, under similaz circumstances, by reputable members of its profession practicing in the same or similar locality at the time the Work is provided. B. The Work 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. ARTICLE 2. PERIOD OF SERVICE. A. This Contract and the provision of all Work hereunder shall be completed by the CONTRACTOR within ninety-seven (97) days of a notice to proceed or for such other period of time agreed to in writing by the parties in accordance with the terms and conditions of this Contract from the date of a Notice to Proceed from the VILLAGE. B. The CONTRACTOR shall not be considered in default by reason of any failure in performance of the Work 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; natural or public health emergencies; labor disputes; freight embargoes; unreasonable utility provider delays, unreasonable permitting delays and abnormally severe and unusual weather conditions. C. Upon the CONTRACTOR'S request, the VILLAGE shall consider the facts and extent of any failure to perform the Work and, if the CONTRACTOR'S failure to perform was without it or its subcontractor's fault or negligence, the Contract schedule and/or any other affected provision of this Contract shall be revised accordingly; subject to the VILLAGE'S rights to change, terminate, or stop any or all of the work at any time. D. Notwithstanding the foregoing, the CONTRACTOR shall not be entitled to an increase in -1- the agreed to compensation in this Contract or payment or compensation of any kind from the VILLAGE for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever. Provided, however, that this provision shall not preclude recovery or damages by the CONTRACTOR for hindrances or delays due solely to fraud, bad faith or active interference on the part of the VILLAGE or its agents. Otherwise, the CONTRACTOR shall be entitled only to extensions of the schedule in this Contract as the sole an exclusive remedy for such resulting delay, in accordance with and to the extent specifically provided above. ARTICLE 3. VILLAGE'S REPRESENTATIVE. Unless otherwise specified by the VILLAGE, the VILLAGE'S representative shall be Charles Huff, Community Development Director. ARTICLE 4. COMPENSATION AND METHOD OF PAYMENT. A. The VILLAGE agrees to compensate the CONTRACTOR in accordance with CONTRACTOR'S Bid Proposal in response to the ITB. The total and cumulative amount of this Contract shall not exceed Three Hundred Nineteen Thousand Seven Hundred Dollars ($319,700.00). B. 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 the Work has 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 VILLAGE representative's approval. C. Work undertaken or expenses incurred that exceeds an amount set forth in this Contract without prior written authorization from the VILLAGE shall be the liability of the CONTRACTOR. D. CONTRACTOR waives consequential or incidental damages for claims, disputes or other matters in question arising out of or relating to this Contract. E. 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. This certifies that all Work has been properly performed and all charges have been invoiced to the VILLAGE. Since this account will thereupon be closed, any and other further charges if not properly included in this final invoice aze waived by the CONTRACTOR. The VILLAGE will not be liable for any invoice from the CONTRACTOR submitted thirty (30) days after the provision of the Work. -2- F. The VILLAGE shall retain five percent (5%) of the invoices received from CONTRACTOR for the provision of the Work under this Contract. Said retainage will be released by the VILLAGE upon final completion and inspection of the CONTRACTOR's work. G. If the VILLAGE fails to make any payment due the CONTRACTOR for the Work 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 VILLAGE, suspend the Work under this Contract until it has been paid in full all amounts due. H. 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, reduce or withhold any payment to CONTRACTOR in accordance with the terms and conditions of this Contract. ARTICLE 5. USE OF DOCUMENTS. A. All documents, including but not limited to drawings, specifications, plans, reports, other items and data or programs stored electronically (collectively referred to as "Documents" hereafter), prepared by the CONTRACTOR and CONTRACTOR'S sub-contractors under this Contract shall be considered a "Work for Hire" and the exclusive property of the VILLAGE. To the extent such Documents may not be deemed a "Work for Hire" under applicable law, CONTRACTOR and CONTRACTOR'S sub-contractors will assign to VILLAGE all right, title and interest in and to CONTRACTOR'S and/or CONTRACTOR'S sub-contractors' copyright(s) for such Documents. CONTRACTOR shall execute and deliver to VILLAGE such instruments of transfer and take such other action that VILLAGE may reasonable request, including, without limitation, executing and filing, at VILLAGE'S expense, copyright applications, assignrnents and other documents required for the protection of VILLAGE'S right to such Documents. The CONTRACTOR shall retain copies of the Documents for a period of three (3) years from the date of completion of the Project. The VILLAGE grants to the CONTRACTOR and CONTRACTOR'S sub-contractors the right and/or limited license to use a portion of the Documents prepared by the CONTRACTOR or the CONTRACTOR'S sub-contractors in future projects of the CONTRACTOR or the CONTRACTOR'S sub-contractors with said right and/or limited license to use a portion at CONTRACTOR'S or CONTRACTOR'S sub-contractor's own risk and without any liability to VILLAGE. B. Any modifications made by the VILLAGE to any of the CONTRACTOR'S Documents, or any use, partial use or reuse of the Documents without written authorization or adaptation by the CONTRACTOR will be at the VILLAGE'S sole risk and without liability to the CONTRACTOR. Any electronic files not containing an electronic seal are provided only for the convenience of the VILLAGE, and use of them is at the VILLAGE's sole risk. ARTICLE 6. 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 -3- negligence, recklessness, or intentionally wrongful conduct of the CONTRACTOR and other persons employed or utilized by the CONTRACTOR in the performance of the Work. 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. ARTICLE 7. PERSONNEL. A. The CONTRACTOR represents that it has, or will secure at its own expense, all necessary personnel required to perform the Work under this Contract. Such personnel shall not be employees of or have any contractual relationship with the VILLAGE. B. All of the Work required hereunder shall be performed by the CONTRACTOR or under its supervision, and all personnel engaged in performing the Work shall be fully qualified and, if required, authorized or permitted under state and local law to perform such Work. 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. ARTICLE 8. TERMINATION. A. This Contract may be cancelled by the CONTRACTOR upon ten (10) 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 ten (10) days written notice to the CONTRACTOR. Unless the CONTRACTOR is in breach of this Contract, the CONTRACTOR shall be paid for Work 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: 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. Transfer all work in progress, completed work, and other materials related to the terminated work to the VILLAGE. 4. Continue and complete all parts of the work that have not been terminated. ARTICLE 9. FEDERAL AND STATE TAX. The VILLAGE is exempt from payment of Florida State Sales and Use Tax. The CONTRACTOR shall not be exempted from paying sales tax to its suppliers for materials used -4- to fill contractual obligations with the VILLAGE, nor is the CONTRACTOR authorized to use the VILLAGE'S Tax Exemption Number in securing such materials. ARTICLE 10. INSURANCE. Prior to commencing any Work, the CONTRACTOR shall provide certificates evidencing insurance coverage as required in the Bid Documents. All insurance, other than Worker's Compensation, to be maintained by the CONTRACTOR shall specifically include the VILLAGE as an Additional Insured. ARTICLE 11. SUCCESSORS AND ASSIGNS. The VILLAGE 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. ARTICLE 12. GOVERNING LAW. VENUE AND REMEDIES. A. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will beheld in Palm Beach County. B. 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. ARTICLE 13. INDEPENDENT CONTRACTOR RELATIONSHIP. The CONTRACTOR is, and shall be, in the performance of all Work under this Contract, an Independent CONTRACTOR, and not an employee, agent, or servant of the VILLAGE. All persons engaged in any of the Work 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 Work. ARTICLE 14. ACCESS AND AUDITS. The CONTRACTOR shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the Work for at least three (3) years after completion of this Contract. The VILLAGE shall have access to such books, records, and documents as -5- required in this ARTICLE 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 regazding its products and service costs. ARTICLE 15. NONDISCRIMINATION. The CONTRACTOR wan•ants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. ARTICLE 16. ENFORCEMENT COSTS. 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 awarded 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 maybe entitled. ARTICLE 17. AUTHORITY TO PRACTICE. The CONTRACTOR hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business and provide the Work under this Contract, and that it will at all times conduct its business and provide the Work under this Contract in a reputable manner. Proof of such licenses and approvals shall be submitted to the VILLAGE'S representative upon request. ARTICLE 18. 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. ARTICLE 19. MODIFICATIONS OF WORK. A. The VILLAGE 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. -6- 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. ARTICLE 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 charge 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. ARTICLE 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 Attn: Jimmy Knight, Village Manager Village Hall 501 US Highway 1 North Palm Beach, FL 33408 and if sent to the CONTRACTOR shall be mailed to: Ronald E. Kirchman 2597 S.E. Delmar Street Stuart, FL 34997 -7- The foregoing names and addresses may be changed if such change is provided in writing to the other party. ARTICLE 22. TIME IS OF THE ESSENCE/LIOUIDATED DAMAGES. Time is of the essence in all respects under this Contract, and the parties agree that the VILLAGE will suffer financial loss if the work contemplated herein is not completed within the time specified, including any authorized extensions. The parties also recognize the delays, expense and difficulties involved in proving in a legal proceeding the actual loss suffered by the VILLAGE if the work is not completed on time. Accordingly, instead of requiring any such proof, the VILLAGE and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay to the VILLAGE an amount equal to one percent of the total Contract price for each week, or portion thereof, that expires after the time specified for completion, with a one week grace period. In other words, no such damages shall accrue until one hundred and four (104) days after the issuance of the Notice to Proceed. Liquidated damages maybe deducted from payments due to the CONTRACTOR. ARTICLE 23. 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 maybe added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. ARTICLE 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 paragraph 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. ARTICLE 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 parties' right to enforce or exercise said right(s) at any time thereafter. ARTICLE 26. PREPARATION. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. -8- ARTICLE 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. ARTICLE 28. EXHIBITS AND CONTRACT DOCUMENTS. Each exhibit and other contract documents refereed 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 aze incorporated herein by reference. ARTICLE 29. LEGAL EFFECT. This Contract shall not become binding and effective until approved by the Village Council of the Village of North Palm Beach. ARTICLE 30. 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. ARTICLE 31. DEFAULT. A. Notwithstanding anything contained in this Contract to the contrary, the parties agree that the occurrence of any of the following shall be deemed a material event of default and shall be grounds for termination: 1. The filing of a lien by any sub-CONTRACTOR, sub-contractor or third tier sub- . contractor including, but not limited to materialmen, 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, dischazged 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 -9- permanent receiver or Trustee shall not be dischazged within thirty (30) days from the date of appointment. 4. Due to circumstances within the control of the CONTRACTOR, CONTRACTOR fails to provide the Work 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. ARTICLE 32. WARRANTY. CONTRACTOR warrants that all Work, including goods and services, provided under this Contract will be free of defects in material and workmanship for a period of one (1) year following completion of the Work and successful final inspection. Should any Work fail to comply with this warranty during the warranty period of one (1) year, upon written notification from the VILLAGE, CONTRACTOR shall immediately repair or replace said defective materials and/or workmanship at CONTRACTOR's sole expense. ARTICLE 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 agree 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. ARTICLE 34. REPRESENTATIONSBINDINGRUTHORITY. The persons executing this Contract represent that they have the full power, authority and legal right to execute and deliver this Contract and perform all of its obligations under this Contract. [REMAINDER OF THIS PAGE INTENTIONALLYBLANK] -10- IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract as of the day and year first above written. CONTRACTOR: { I{IRL`~' MAN CO ~ '~ ;BY:,~ g ,~1'rint~I~ame:` Pr`e ®n~. ~ ~ ~ ~i C C>I~AVO Title: ~~t`C@. ~CQSI~C'~~ VILLA//GE OF NORTH PALM BEACH BY: ,%I,~~lf~~l ~~. WILLIAM MAN L " ~ MAYOR ATTEST: '/~~ BYO~~~Q~/~ MELISSA TEAL, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: VILLAGE ATTORNEY -11-