R2018-91 Country Club Clubhouse Low Voltage Systems ContractRESOLUTION 2018-91
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, ACCEPTING THE PROPOSAL
SUBMITTED BY ATLANTIC SMART TECHNOLOGIES, INC. FOR
DESIGN/BUILD SERVICES FOR LOW VOLTAGE SYSTEMS AT THE NEW
COUNTRY CLUB CLUBHOUSE AND AUTHORIZING THE MAYOR AND
VILLAGE CLERK TO EXECUTE A CONTRACT FOR SUCH SERVICES;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on August 10, 2018, the Village advertised a Request for Proposals for
Design/Build Services for Low Voltage Systems at the North Palm Beach Country Club
("RFP"); and
WHEREAS, the Village received five proposals in response to the RFP; and
WHEREAS, the Village's Evaluation Committee reviewed the proposals in accordance with the
criteria set forth in the RFP and based on such evaluation, Village Staff recommended accepting
the proposal submitted by Atlantic Smart Technologies, Inc.; and
WHEREAS, the Village Council determines that the adoption of this Resolution is 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 accepts the proposal from Atlantic Smart Technologies, Inc.
for design/build services for low voltage systems at the new Country Club clubhouse at a cost of
$199,752.25, with funds expended from Account No. K7600-66210 (Country Club Project —
Construction and Major Renovation). 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.
Section 3.
This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 25TH DAY OI
(Village Seal)
ATTEST:
VILLAGE CLERK
CONTRACT
This Contract is made as of the a?S day of fie,*�b , 2018, 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 ATLANTIC
SMART TECHNOLOGIES, INC., a Florida corporation, hereinafter referred to as the VENDOR,
whose Federal I.D. is 20-1523617.
In consideration of the promises and mutual covenants herein contained, it is hereby
agreed that the VENDOR shall provide to the VILLAGE all goods and services necessary for
Construction Management Consulting Services pursuant to the terms and conditions of this
Contract.
SECTION 1: SCOPE OF SERVICES OF THE VENDOR.
The Scope of Work for Design/Build Services for Low Voltage Systems for new Country Club is
in accordance with the RFP document.
SECTION 2: TERM OF CONTRACT.
A. This Contract and shall remain in effect until the low voltage systems identified in the RFP
are completed, accepted, paid by the VILLAGE and the bidder's warranty period has ended. Any
variation to the terms and conditions set forth herein shall be in writing and signed by both parties.
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.
SECTION 3: VILLAGE'S REPRESENTATIVE.
Unless otherwise specified by the VILLAGE, the VILLAGE's representative shall be the Director
of Information Services. 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 and the premises in which it is being performed.
SECTION 4: COMPENSATION AND METHOD OF PAYMENT.
A. The VILLAGE agrees to compensate the VENDOR for Design/Build Services for Low
Voltage Systems for the New Country Club and for which Purchase Orders are issued in
accordance with VENDOR's proposal. The total amount of compensation shall not exceed
One Hundred Ninety -Nine Thousand Seven Hundred and Fifty -Two Dollars and
Page 1
Twenty -Five Cents ($199,752.25).
B. CONTRACTOR shall submit an invoice(s) to the VILLAGE for said compensation on the
date and time mutually agreed upon by the VILLAGE and CONTRACTOR. All invoice(s)
received from 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.
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, VENDOR will clearly
state "final invoice" on the VENDOR'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 VENDOR. The VILLAGE will not be
liable for any invoice from the VENDOR submitted thirty (30) days after the provision of all goods
and services.
F. 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.
G. 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.
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 the 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 the 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
Page 2
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. The 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.
SECTION 7: TERMINATION.
This Contract may be cancelled by the 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 the VENDOR. It may also be
terminated, in whole or in part, by the VILLAGE without cause upon thirty (30) days written
notice to the VENDOR. The VILLAGE may also terminate this Contract with written notice of
cause to the VENDOR, who fails to cure such cause within ten (10) days of the receipt of the
VILLAGE's notice. Unless the VENDOR is in breach of this Contract, the VENDOR 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 VENDOR
shall:
A. Stop work on the date and to the extent specified;
B. Terminate and settle all orders and subcontracts relating to the performance of the
terminated work;
C. Transfer all work in progress, completed work, and other materials related to the
terminated work to the VILLAGE; and
D. Continue and complete all 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. Unless purchased
directly by the VILLAGE, the VENDOR shall not be exempted from paying sales tax to its
suppliers for materials used to fill contractual obligations with the VILLAGE, nor is the
VENDOR authorized to use the VILLAGE's Tax Exemption Number in securing such
materials.
SECTION 9: INSURANCE.
A. Prior to commencing any work, the 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
Page 3
indicate that the 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 the
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. The VENDOR shall maintain, during the life of this Contract, Professional Liability/Error
& Omission Insurance/3rd 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 ASSIGNS.
The VILLAGE and the 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 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 VENDOR.
SECTION 11: GOVERNING 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.
The 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 the VENDOR'S sole direction, supervision, and control. The VENDOR
shall exercise control over the means and manner in which it and its employees perform the
Services.
Page 4
SECTION 13: ACCESS AND AUDITS.
The 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 the
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.
The VENDOR warrants and represents that all
employment without regard to race, color, religion
marital status, or sexual orientation.
SECTION 15: ENFORCEMENT COSTS.
of its employees are treated equally during
disability, sex, age, national origin, ancestry,
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.
SECTION 16: 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.
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 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 effect the VENDOR's ability to meet the completion dates or schedules
of this Contract.
Page 5
B. If the VILLAGE so instructs in writing, the 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 the VENDOR shall not commence work on any such change until
such revised Purchase Order is received.
SECTION 19: PROTECTION OF WORK AND PROPERTY.
A. The 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, the
VENDOR shall provide any necessary materials to maintain such protection.
B. The 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 or longer in accordance with Manufacturer's
Warranty following the provision of said goods and services.
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 the VENDOR shall be mailed to:
Atlantic Smart Technologies, Inc.
130 Juno Street #1
Jupiter, FL 33458
SECTION 23: ENTIRETY OF CONTRACTUAL AGREEMENT.
The VILLAGE and the VENDOR agree that this Contract sets forth the entire agreement between
Page 6
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 the
VENDOR's proposal, this Contract shall take precedence with the VILLAGE's Request for
Proposal taking precedence over the 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.
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.
A. 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.
B. 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: INVOICING AND PAYMENT.
Payment for any and all invoice(s) minimally meet the following conditions to be considered as a
valid payment request:
Page 7
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:
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 VENDOR's Federal Employer Identification Number.
D. All payments made by the VILLAGE shall be governed by Florida's Prompt Payment Act
for non -construction services.
SECTION 30: ADDITIONAL SERVICES.
If additional services are needed, the VENDOR may, at the option of the VILLAGE, be engaged to
perform these services under the terms of the Contract.
SECTION 31: PUBLIC RECORDS.
IF VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT: (561) 841-3355; NPBCLERKaVILLAGE-NPB.ORG; OR
501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408.
In performing services pursuant to this ' Contract, VENDOR shall comply with all relevant provisions
of Chapter 119, Florida Statutes. As required by Section 119.070 1, Florida Statutes, VENDOR shall:
1. Keep and maintain public records 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 the VENDOR does not transfer the
records to the VILLAGE.
Page 8
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 32: 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.
Print Name: lWaAev) L l oi / r,
Title: ,V - sole's
011
j
K PITA 72,
.l
ATTEST:
BY: A�LA�4v-4
MELISSA TEAL, VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
BY: � " 2
VILLAGE ATTORNEY
Page 9