Res 2019-104 Approval of a Key Card Access Control System for Country Club ClubhouseRESOLUTION 2019-104
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA ACCEPTING A PROPOSAL FROM
HOLB-SIERRA CORP. FOR THE INSTALLATION OF A KEY CARD
ACCESS SYSTEM FOR 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, the Village wishes to proceed with the purchase of a key card access system for
new Country Club Clubhouse; and
WHEREAS, Village Staff recommended acceptance of a proposal from Holb-Sierra Corp., the
Village's current vendor for key card access systems at Village Hall and the Public Safety
Building, as a sole source purchase; 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 sole source purchase of a key card
access system for the new Country Club Clubhouse from Holb-Sierra Corp. at a total cost of
$13,561.50, with funds expended from Account No. K7600-66210 (Country Club Clubhouse
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 be effective immediately upon adoption.
PASSED AND ADOPTED THIS 26TH DAY OF SEPTEMBER, 2019.
())Tiliage Seal)
A T TEST:
VILLAGE CLERK
-MAYOR
CONTRACT
This Contract is made as of the ;k6 day of See-km6 e r , 2019 by and between the VILLAGE
OF NORTH PALM BEACH, municipal corporation organized and existing under the laws of the
State of Florida, hereinafter referred to as VILLAGE, and HOLB-SIERRA CORP., a Florida
corporation, hereinafter CONTRACTOR, whose Federal I.D. No. is 65-0129565.
WHEREAS, the VILLAGE wishes to retain a CONTRACTOR to provide a key card access system
for the new Country Club clubhouse ("Work"); and
WHEREAS, CONTRACTOR provided the VILLAGE with a Proposal to perform the Work, and the
VILLAGE wishes to retain the services of CONTRACTOR to perform the Work.
NOW, THEREFORE, in consideration ofthe mutual representations and obligations herein contained
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONTRACTOR.
CONTRACTOR shall perform the services outlined in CONTRACTOR's Proposal dated June 11,
2019 which is incorporated by reference as if fully set forth herein.
ARTICLE 2. TERM OF CONTRACT.
The term of this Contract shall commence upon the VILLAGE's issuance of a Notice to Proceed and
shall remain in effect until CONTRACTOR completes all services within the scope of this Contract
to the satisfaction of the VILLAGE, unless otherwise terminated in accordance with Article 8.
ARTICLE 3. COMPENSATION AND METHOD OF PAYMENT.
A. The VILLAGE agrees to compensate CONTRACTOR in accordance with
CONTRACTOR's Proposal in the amount of Thirteen Thousand Five Hundred Sixty -One Dollars
and Fifty Cents ($13,561.50).
B. CONTRACTOR shall invoice the VILLAGE on a monthly basis based on the percentage of
work performed. Invoices received from 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 the Proposal
without prior written authorization from the VILLAGE shall be the liability of CONTRACTOR.
D. CONTRACTOR waives consequential or incidental damages for claims, disputes or other
matters in question arising out of or relating to this Contract.
Page 1 of 8
E. In order for both parties herein to close their books and records, CONTRACTOR will clearly
state "final invoice" on 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 are waived by CONTRACTOR. The VILLAGE will not be liable for any invoice from
CONTRACTOR submitted thirty (30) days after the provision of the Work.
ARTICLE 4. INSURANCE.
A. Prior to execution of this Contract by the VILLAGE, 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 Article 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. Compliance with the foregoing requirements shall not relieve the
CONTRACTOR of its liability and obligations under this Contract.
B. CONTRACTOR shall maintain, during the life of this Contract, Commercial General
Liability insurance, including Professional Liability Errors and Omissions insurance, in the amount
Of $1,000,000.00 in aggregate to protect CONTRACTOR.
C. The CONTRACTOR shall maintain, during the life of this Contract, comprehensive
automobile liability insurance in the minimum amount of $500,00.00 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 OF NORTH PALM BEACH as an "Additional Insured".
ARTICLE 5. PERSONNEL.
A. 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 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.
Page 2of8
ARTICLE 6. INDEMNIFICATION.
A. To the fullest extent permitted by applicable laws and regulations, CONTRACTOR shall
indemnify and save harmless and defend the VILLAGE, its officials, agents, servants, and
employees from and against any and all claims, liability, losses, and/or causes of action arising out
of or in any way related to the services furnished by CONTRACTOR pursuant to this Contract,
including, but not limited to, those caused by or arising out of any act, omission, negligence or
default of the CONTRACTOR and its agents, servants or employees.
B. CONTRACTOR shall not be required to indemnify the VILLAGE, its officials, agents,
servants and employees when the occurrence results solely from the wrongful acts or omissions of
the VILLAGE, its officials, agents, servants and employees. The terms of this Section shall
survive completion of all services, obligations and duties provided for in this Contract as well as
the termination of this Agreement for any reason.
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 CONTRACTOR, nor shall this
Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28,
Florida Statutes.
ARTICLE 7. INDEPENDENT CONTRACTOR.
CONTRACTOR is, and shall be, in the performance of services pursuant to this Contract, an
independent contractor and not an employee, agent or servant of the VILLAGE. All persons engaged
in any services performed pursuant to this Contract shall at all times, and in all places, be subject to
CONTRACTOR's sole discretion, supervision and control, and CONTRACTOR shall exercise sole
control over the means and manner in which its employees perform such services.
ARTICLE 8. TERMINATION.
This Contract may be terminated by 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 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 CONTRACTOR is in breach of this Contract,
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,
CONTRACTOR 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.
Page 3 of 8
ARTICLE 9. SUCCESSORS AND ASSIGNS.
The VILLAGE and 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 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 CONTRACTOR.
ARTICLE 10. ACCESS AND AUDITS.
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 required in this ARTICLE
for the purpose of inspection or audit during normal business hours, at 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.
ARTICLE 11. 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.
ARTICLE 12. 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
501 U.S. Highway One
North Palm Beach, FL 33408
and if sent to the CONTRACTOR shall be mailed to:
Holb-Sierra Corp.
2405 Sherman Street
Hollywood, FL 33020
The foregoing names and addresses may be changed if such change is provided in writing to the other
party.
Page 4 of 8
ARTICLE 13. ENTIRETY OF CONTRACTUAL AGREEMENT.
The VILLAGE and CONTRACTOR agree that this Contract, including all documents referenced
herein, 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.
ARTICLE 14. 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 15. PREPARATION.
This Contract shall not be construed more strongly against either party regardless of who was more
responsible for its preparation.
ARTICLE 16. 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 17. EXHIBITS AND CONTRACT DOCUMENTS.
All exhibits and other documents referred to in this Contract form an essential part of this Contract.
The exhibits and other documents, if not physically attached, should be treated as part of this Contract
and are incorporated herein by reference. In the event of an express conflict between this Contract
and any exhibit or other document, the terms of this Contract shall control.
ARTICLE 18. LEGAL EFFECT.
This Contract shall not become binding and effective until approved by the Village Council of the
Village of North Palm Beach.
ARTICLE 19. 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.
Page 5 of 8
ARTICLE 20. 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 a pre -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 21. REPRESENTATIONS/BINDING AUTHORITY.
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.
ARTICLE 22. 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 this Contract will be held 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.
C. The VILLAGE and CONTRACTOR knowingly, voluntarily and intentionally waive any
right they may have to a trial by jury with respect to any litigation arising out of or in connection
with this Contract.
ARTICLE 23. INSPECTOR GENERAL
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 Documents justifying termination.
ARTICLE 24. PUBLIC RECORDS.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR' S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355;
Page 6 of 8
NPB CLERKgVILLAGE-NPB . ORG; OR 501 U.S. HIGHWAY ONE, NORTH
PALM BEACH, FL 33408.
In performing services pursuant to this Contract, CONTRACTOR shall comply with all relevant
provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes,
CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR or keep and maintain public records required by the
VILLAGE to perform the services. If CONTRACTOR transfers all public records to the
VILLAGE upon completion of the Contract, CONTRACTOR shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements. If CONTRACTOR keeps and maintains public records upon completion of the
Contract, CONTRACTOR 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.
IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this
Contract as of the day and year first above written.
CONT
BY: - \,- 0
Print Name: -�'t ''/'L� 5 C�
Title:
Page 7 of 8
VILLAG + OF NORTH PALM BEACH
BY:
D C. BREY
MAYOR
ATTEST: t
JE,KSjCA GREEN,
L AGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY: /0BY: G-a.-.----�
VILLAGE ATTORNEY
Page 8 of 8