2017-58 Pest Control Services ContractRESOLUTION 2017-58
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL FOR
PEST CONTROL SERVICES AT VILLAGE FACILITIES FROM BEACH
ENVIRONMENTAL EXTERMINATING, INC. AND AUTHORIZING THE
MAYOR AND VILLAGE CLERK TO EXECUTE A CONTRACT RELATING
TO SUCH SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village issued a Request for Proposals for Pest Control services at Village
facilities; and
WHEREAS, based on Staff evaluation of the five proposals submitted, Village Administration
recommended accepting the proposal submitted by Beach Environmental Exterminating, Inc., and
WHEREAS, the Village Council determines that acceptance of the proposal submitted by
Beach Environmental Exterminating, Inc. and the execution of a contract relating to such services
are in the best interests of the residents and citizens of the Village of North Palm Beach.
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 accepts the proposal submitted by Beach Environmental
Exterminating, Inc. for pest control services through September 30, 2020 at a cost not to exceed
$40,000.00, with funds expended from Account No. A5519-33440 (Public Works/Facility Services –
Exterminating). The Village Council further authorizes the Mayor and Village Clerk to execute a
Contract for such services, a copy of which is attached hereto and incorporated herein by reference.
Section 3. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 10TH DAY OF AUGUST, 2017.
(Village Seal)
,j -'MAYOR �
ATTEST:
D2aahvvve
—� VILLAGE CLERK
CONTRACT
This Contract is made as of the day of�'� , 2017, by and between
the VILLAGE OF NORTH PALM BEACH, a municipal corporation organized and existing
under the laws of the State of Florida, hereinafter referred to as the VILLAGE, and BEACH
ENVIRONMENTAL EXTERMINATING, INC. a Florida corporation, hereinafter referred to as
VENDOR, whose Federal I.D. is 65-0864584.
In consideration of the promises and mutual covenants herein contained, it is hereby
agreed that VENDOR shall provide to the VILLAGE all goods and services necessary for Pest
Control Services pursuant to the terms and conditions of this Contract.
SECTION 1: SCOPE OF SERVICES OF VENDOR.
The Scope of Work for Pest Control Services shall be performed in accordance with the terms and
conditions of the Request for Proposals (RFP) for Pest Control Services issued by the VILLAGE,
which is incorporated herein by this reference.
SECTION 2: TERM OF CONTRACT.
A. This Contract shall become effective September 1, 2017 and shall remain in effect for a
period of thirteen (13) months, unless earlier terminated in accordance with Section 7. This
Contract shall automatically renew for two (2) additional one (1) year periods upon the same terms
and conditions contained herein unless either party provides the other party with ninety (90) days'
written notice of its intent not to renew prior to the expiration of the initial term or renewal term.
Any variation to the terms and conditions set forth herein shall be in writing and signed by both
parties.
B. VENDOR shall not be entitled to an increase in the agreed to compensation resulting from
this Contract or payment or compensation of any kind from the VILLAGE for direct, indirect,
consequential, impact or other costs, expenses or damages.
SECTION 3: VILLAGE'S REPRESENTATIVE.
Unless otherwise specified by the VILLAGE, the VILLAGE's representative shall be the
Purchasing Agent. The Village Manager or Village Representative shall have the right at all
reasonable times during the term of this Contract to inspect or otherwise evaluate the work being
performed thereunder.
SECTION 4: COMPENSATION AND METHOD OF PAYMENT.
Payment for any and all invoice(s) that may arise as a result of a Contract or Purchase Order issued
pursuant to this Request for Proposals shall minimally meet the following conditions to be
considered as a valid payment request:
A. A timely submission of a properly certified invoice(s) in strict accordance with the price(s)
and delivery elements as stipulated in the Contract or Purchase Order document, and submitted to:
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Village of North Palm Beach
501 US Highway One
North Palm Beach, Florida 33408
ATTN: Accounts Payable
B. All invoices submitted shall consist of an "original" invoice which clearly references the
subject Contract or Purchase Order Number; provide a sufficient salient description to identify the
good(s) and/or service(s) for which payment is requested; include and be clearly marked as
"partial", "complete" or "final invoice".
C. The invoice shall contain the Proposer's Federal Employer Identification Number.
D. All payments made by the Village pursuant to the Contract Documents shall be in
accordance with Florida's Prompt Payment Act (for non -construction).
SECTION 5: INDEMNIFICATION.
A. The VENDOR shall indemnify and save harmless and defend the VILLAGE, its agents,
servants, and employees from and against any and all claims, liability, losses, and/or cause of
action which may arise from any negligent act or omission of VENDOR, its agents, servants, or
employees in the performance of services under this Contract.
B. The VENDOR further agrees to indemnify, save harmless and defend the VILLAGE,
its agents, servants and employees from and against any claim, demand or cause of action of
whatsoever kind or nature arising out of any conduct or misconduct of VENDOR its agents,
servants, or employees not included in the paragraph above and for which the VILLAGE, its
agents, servants or employees are alleged to be liable.
C. 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 VENDOR, nor shall this Contract
be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida
Statutes.
SECTION 6: PERSONNEL.
A. VENDOR represents that it has, or will secure at its own expense, all necessary personnel
required to perform the services under this Contract.
B. All of the services required hereunder shall be performed by the VENDOR 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 VENDOR's personnel (and all sub -contractors OR sub -consultants) while on
VILLAGE premises, will comply with all VILLAGE requirements governing conduct, safety, and
security.
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SECTION 7: TERMINATION.
This Contract may be cancelled by VENDOR 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 VENDOR. It may also be
terminated, in whole or in part, by the VILLAGE without cause upon thirty (30) days written
notice to VENDOR. The VILLAGE may also terminate this Contract with written notice of
cause to VENDOR, who fails to cure such cause within ten (10) days of the receipt of the
VILLAGE's notice. Unless VENDOR is in breach of this Contract, VENDOR shall be paid for
services rendered to the VILLAGE's satisfaction through the date of termination.
SECTION 8: FEDERAL AND STATE TAX.
The VILLAGE is exempt from payment of Florida State Sales and Use Tax. Unless purchased
directly by the VILLAGE, VENDOR shall not be exempted from paying sales tax to its suppliers
for materials used to fill contractual obligations with the VILLAGE, nor is VENDOR
authorized to use the VILLAGE's Tax Exemption Number in securing such materials.
SECTION 9: INSURANCE.
A. Prior to commencing any work, VENDOR 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
VENDOR 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. Failure
to comply with the foregoing requirements shall not relieve VENDOR of its liability and
obligations under this Contract.
B. 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.
C. VENDOR shall maintain, during the life of this Contract, Professional Liability/Errors &
Omissions Insurance/Third Party Crime Coverage to include money & securities, forgery or
alteration and employee dishonesty in the minimum amount of $1,000,000 per occurrence.
D. All insurance, other than Worker's Compensation, to be maintained by the VENDOR
shall specifically include the VILLAGE as an Additional Insured.
SECTION 10: SUCCESSORS AND ASSIGN
The VILLAGE and VENDOR 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 VENDOR shall assign, sublet, convey
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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 VENDOR.
SECTION 11: DISPUTE RESOLUTION, LAW, VENUE AND REMEDIES
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.
SECTION 12: INDEPENDENT CONTRACTOR RELATIONSHIP
VENDOR 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 VENDOR'S sole direction, supervision, and control. VENDOR shall exercise control
over the means and manner in which it and its employees perform the Services.
SECTION 13: ACCESS AND AUDITS.
VENDOR shall maintain adequate records to justify all charges, expenses, and costs incurred in
estimating and performing the Services for at least three (3) years 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 VENDOR's place of
business. In no circumstances will VENDOR be required to disclose any confidential or
proprietary information regarding its products and service costs.
SECTION 14: NONDISCRIMINATION.
VENDOR warrants 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.
SECTION 15: 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
may be entitled.
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SECTION 16: 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 17: 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 VENDOR of the VILLAGE's
notification of a contemplated change, the VENDOR 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 affect the VENDOR's ability to meet the completion dates or schedules
of this Contract. Modifications made as a result of the reconstruction of the existing Country Club
will follow the costs outlined in VENDOR's proposal, adjusted for the actual number of months
and/or actual square footage, if different from what is otherwise indicated in the Bid Proposed Cost
of Services.
B. If the VILLAGE so instructs in writing, VENDOR 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 Change to
the Purchase Order and VENDOR shall not commence work on any such change until such
revised Purchase Order is received.
SECTION 18: PUBLIC ENTITY CRIMES.
VENDOR 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 on leases of real
property to a public entity; may not be awarded or perform work as a contractor, supplier, sub-
contractor, or vendor 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. VENDOR will advise the VILLAGE immediately if it becomes aware of
any violation of this statute.
SECTION 19: PROTECTION OF WORK AND PROPERTY.
A. VENDOR 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, VENDOR shall provide
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any necessary materials to maintain such protection
B. VENDOR 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 20: WARRANTY/GUARANTY.
VENDOR warrants that its goods and services under this Contract will be free of defects in
materials and workmanship for a period of one year following the provision of said goods and
services as otherwise set forth in the RFP and VENDOR's Proposal.
SECTION 21: COMPLIANCE WITH LAWS.
VENDOR shall, in performing the services contemplated by this Contract, faithfully observe and
comply with all federal, state and local laws, ordinances and regulations that are applicable to
the services to be rendered under this Contract.
SECTION 22: 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: Village Manager
501 U.S. Highway One
North Palm Beach, FL 33408
and if sent to VENDOR shall be mailed to:
Beach Environmental Exterminating, Inc.
Attn: David Sprague, President
6911 Garden Road
Riviera Beach, FL 33404
SECTION 23: ENTIRETY OF CONTRACTUAL AGREEMENT.
The VILLAGE and VENDOR 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. In
the event of a conflict between this Contract and the VILLAGE's Request for Proposal and
VENDOR's proposal, this Contract shall take precedence with the VILLAGE's Request for
Proposal taking precedence over VENDOR's proposal. All such documents shall be read in a
manner so as to avoid a conflict.
SECTION 24: 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.
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SECTION 25: PREPARATION.
This Contract shall not be construed more strongly against either party regardless of who was
more responsible for its preparation.
SECTION 26: 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 27: WAIVER OF SUBROGATION.
VENDOR 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 a pre -loss agreement to waive subrogation without an
endorsement, then VENDOR 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 VENDOR enter
into such an agreement on a pre -loss basis.
SECTION 28: INSPECTOR GENERAL.
VENDOR 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 VENDOR. VENDOR
understands and agrees that in addition to all other remedies and consequences provided by law,
the failure of VENDOR to fully cooperate with the Inspector General when requested may be
deemed by the VILLAGE to be a material breach of this Contract justifying its termination.
SECTION 29: ADDITIONAL SERVICES.
If additional services are needed during the contractual period covered by this Contract, VENDOR
may, at the option of the Village, be engaged to perform these services under the terms of this
Contract.
SECTION 30: PUBLIC RECORDS.
In performing services pursuant to this Contract, VENDOR shall comply with all relevant
provisions of Chapter 119, Florida Statutes. IF VENDOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,
TO VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (561)
841-3355; NPBCLERK&VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE,
NORTH PALM BEACH, FL 33408.
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As required by Section 119.070 1, Florida Statutes, VENDOR shall:
1. Keep and maintain public requires required by the VILLAGE to perform the service
2. Upon request from the VILLAGE's custodian of public records, provide the VILLAGE with
a copy the 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 VENDOR does not transfer the
records to the VILLAGE.
4. Upon completion of the Contract, transfer, at no cost, to the VILLAGE all public records in
possession of VENDOR or keep and maintain public records required by the VILLAGE to
perform the services. If VENDOR transfers all public records to the VILLAGE upon
completion of the Contract, VENDOR shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If
VENDOR keeps and maintains public records upon completion of the Contract, VENDOR
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the VILLAGE, upon request from the VILLAGE's
custodian of public records, in a format that is compatible with the information technology
systems of the VILLAGE.
SECTION 31. PROHIBITION AGAINST CONTINGENT FEES.
VENDOR warrants that it has not employed or retained any company or person, other than a
bona fide employee working solely for VENDOR, to solicit or secure this Contract and that
VENDOR has not paid, or agreed to pay, any person, company, corporation, individual or firm,
other than a bona fide employee working solely for VENDOR, any fee, commission, percentage,
gift, or other consideration contingent upon, or resulting from, aware or making of the Contract.
For the breach or violation of this provision, the VILLAGE shall have the right to terminate this
Contract and its sole discretion, without liability, and to deduct from the Contract price, or
otherwise recover, the full amount of such fee, commission, percentage, fit or consideration.
IN WITNESS WHEREOF, the VILLAGE and VENDOR hereto have made and executed this
Contract as of the day and year first above written.
Bf RONMENTAL EXTERMINATING, INC.
Print Name: aV I p ra g u e
Position: President
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VILLAG OF NORTH PALM BEACH
BY: KOL�i6�o 0"-.'�
DARRYL C. A13BREY
MAYOR
ATTEST:
BY:_% Ll�
MELISSA TEAL,
VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
BY:.____.�
VILLAGE ATTORNEY
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