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2015-64 Osborne Park & Community Center Athletic Fields Resurfacing ContractRESOLUTION 2015 -64 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT AWARD TO ODUMS SOD, INC. FOR THE RESURFACING OF THE ATHLETIC FIELDS AT OSBORNE PARK AND THE COMMUNITY CENTER PURSUANT TO PRICING ESTABLISHED IN AN EXISTING CONTRACT FOR THE SUPPLY AND INSTALLATION OF SOD WITH THE BROWARD COUNTY SCHOOL DISTRICT AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE CONTRACT ON BEHALF OF THE VILLAGE; AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO AMEND THE CAPITAL PROJECTS FUND BUDGET TO TRANSFER $118,460.00 FROM THE CAPITAL RESERVE ACCOUNT TO THE PARKS AND RECREATION — CONSTRUCTION AND MAJOR RENOVATION CAPITAL ACCOUNT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village wishes to proceed with the resurfacing of the athletic fields at Osborne Park and the Community Center; and WHEREAS, Village Administration recommends that the contract be awarded to Odums Sod, Inc. pursuant to pricing established by an existing contract with the Broward County School District for the supply and installation of sod (Contract No. 14 -08R); and WHEREAS, the Village Council seeks to amend the current capital projects fund budget to transfer $118,460.00 from the Capital Reserve Account to the Parks and Recreation — Construction and Major Renovation Capital Account to fund the project; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby approves the Contract with Odums Sod, Inc. for the resurfacing of the athletic fields at Osborne Park and the Community Center pursuant to pricing established by Broward County School District Contract 14 -08R and authorizes the Mayor and Village Clerk to execute the Contract on behalf of the Village, a copy of which is attached hereto and incorporated herein. The cost of this Contract shall not exceed $118,460.00, with funds expended from Account No. K8028 -66210 (Parks and Recreation — Construction and Major Renovation). Section 3. In order to fund this expenditure, the Village Council hereby approves a budget amendment for the transfer of funds as indicated below: Page 1 of 2 Budget Amendment: Account Description Use Source Capital Projects Fund: K8028 -66210 Parks & Recreation — Construction & Major Renovation $118,460.00 K5541 -66000 Reserve Expenses — Capital $118,460.00 Total Capital Projects Fund: $118,460.00 $118,460.00 Section 4. The Mayor and Village Clerk are hereby authorized and directed to execute the budget amendment for and on behalf of the Village of North Palm Beach. Section 5. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 24TH DAY OF SEPTEMBER, 2015. (Village Seal) ATTEST: 9��- VILLAGE CLERK Page 2 of 2 CONTRACT This Contract is made as of this day 2015, by and between the VILLAGE OF NORTH PALM BEACH, 501 U.S. Highway One, North Palm Beach, Florida, 33408, a Florida municipal corporation (hereinafter "VILLAGE "), and ODUMS SOD, INC., 13961 Okeechobee Boulevard, Loxahatchee, Florida, 33470, a Florida corporation (hereinafter "CONTRACTOR "), whose Federal I.D. is 65- 0810895. RECITALS WHEREAS, the VILLAGE is in need of a contractor to resurface the athletic fields at Osborne Park and the Community Center; and WHEREAS, the Broward County School District, through its competitive selection process, awarded and renewed Contract No. 14 -018R ( "District Contract ") to CONTRACTOR for the supply and installation of sod; and WHEREAS, the VILLAGE requested and the CONTRACTOR provided proposals for the resurfacing of the athletic fields at Osborne Park and the Community Center based on pricing established in the District Contract; and WHEREAS, the VILLAGE desires to accept CONTRACTOR's proposal by piggy- backing the District Contract, including all terms, conditions and pricing set forth therein. NOW THEREFORE, in consideration of the mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The parties agree that the recitals set forth above are true and correct and are fully incorporated herein by reference. 2. District Contract. Broward County School District Contract No. 14 -018R with the CONTRACTOR, attached hereto as Exhibit "A," is hereby expressly made a part of this Contract as fully as if set forth at length herein. 3. CONTRACTOR's Proposals. In accordance with the terms and conditions in the District Contract, CONTRACTOR shall provide all goods and services to resurface the athletic fields at Osborne Park and the Community Center at a total cost not to exceed $118,460.00. Copies of CONTRACTOR's proposals are attached hereto as Exhibit `B" and incorporated by reference as if fully set forth herein. The goods and services to be provided by the CONTRACTOR shall be commenced subsequent to the execution and approval of this Contract by the VILLAGE and upon written notice from the VILLAGE to proceed. 4. Conflict of Terms and Conditions. Conflicts between documents shall be resolved in the following order of precedence: A. This Contract B. Exhibit "A" (District Contract No. 14 -018R) C. Exhibit `B" (CONTRACTOR's proposals). Page 1 of 4 5. Compensation to CONTRACTOR. Payments by the VILLAGE to the CONTRACTOR under this Contract shall not exceed the amount of compensation stated in the CONTRACTOR's proposals. CONTRACTOR shall submit invoices to the VILLAGE for review and approval by the VILLAGE's representative, indicating that goods and services have been provided and rendered in conformity with this Contract and then will be sent to the Finance Department for payment. Invoices will normally be paid within thirty (30) days following the VILLAGE representative's approval. CONTRACTOR waives consequential or incidental damages for claims, disputes or other matters in question arising out of or relating to this Contract. In order for both parties herein to close their books and records, CONTRACTOR will clearly state "final invoice" on the CONTRACTOR's final /last billing to the VILLAGE. This certifies that all goods and services have 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 are waived by the CONTRACTOR. The VILLAGE will not be liable for any invoice from the CONTRACTOR submitted thirty (30) days after the provision of all goods and services. 6. Period and Renewals. This Contract shall be for the term as indicated on the District Contract No. 14 -018R. Extensions or renewals to said District Contract or any modification including new products, terms, or price changes to the District Contract shall be submitted by the CONTRACTOR to the VILLAGE for approval. In the event said District Contract expires and no new contract is let by the District, VILLAGE reserves the right, upon written agreement with CONTRACTOR to renew this Contract under the same terms and conditions for an additional period of one (1) year. 7. Insurance. CONTRACTOR shall obtain and maintain during the term of this Contract all insurance required under the District Contract No. 14 -018R with the VILLAGE named as an additional insured. 8. Warranty /Guaranty. Unless a longer period is stated in the District Contract No. 14 -08R, CONTRACTOR warrants that its goods and services provided under this Contract will be free of defects in materials and workmanship for a period of one (1) year following delivery and completion of those goods and services. 9. Miscellaneous Provisions. A. 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. B. This Contract shall be governed by the laws of the State of Florida. 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. C. 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 Page 2 of 4 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 may be entitled. D. 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. E. All notices required in this Contract shall be sent by certified mail, return receipt requested, and sent to the addresses appearing on the first page of this Contract. F. The VILLAGE and the CONTRACTOR agree that this Contract sets forth the entire agreement between the parties, and that there are 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. 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. G. CONTRACTOR shall comply with Chapter 119, Florida Statutes, regarding access to public records. Failure of compliance may be grounds for termination by the VILLAGE. Pursuant to Section 119.0701, Florida Statutes, CONTRACTOR shall: (1) Keep and maintain public records that ordinarily and necessarily would be required by the VILLAGE in order to perform the services. (2) Provide the public with access to public records on the same terms and conditions that the VILLAGE would provide the records and 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 from public records disclosure requirements are not disclosed except as authorized by law. (4) Meet all requirements for retaining public records and transfer, at not cost to the VILLAGE all public records in possession of the CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the VILLAGE in a format that is compatible with the information technology system of the VILLAGE. Page 3 of 4 H. CONTRACTOR is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Contract, and in furtherance thereof, may demand and obtain records and testimony from CONTRACTOR and its subcontractors. CONTRACTOR understands and agrees that in addition to all other remedies and consequences provided by law, the failure of CONTRACTOR or its subcontractors to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of the Contract justifying termination. IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract as of the day and year first above written. ODUMS SOD, INC. OF NORTH PALM BEACH w0ftAffieffi, 0 ATTEST: BY:: MELISSA" TEAL VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: VILLAGE ATTORNEY Page 4 of 4