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R2020-33 Fireworks Display ContractRESOLUTION 2020-33 ---------- -- A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL OF STARFIRE CORPORATION TO PROVIDE JULY 4' FIREWORKS DISPLAYS 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 Request for Proposals for the July 4th Fireworks Display for 2020 through 2022; and WHEREAS, Village Staff recommended accepting the proposal submitted by Starfire Corporation at a total annual cost of $25,000; 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 hereby accepts the proposal submitted by Starfire Corporation for the July 4th fireworks displays (2020 through 2022) at a total annual cost of $25,000, with funds expended from Village Account No. A8229-35651 (Special Events — July 4th Celebration) Section 3. The Village Council further authorizes and directs the Mayor and Village Clerk to execute a Contract with Starfire Corporation to perform such services in accordance with the terms and conditions of the Request for Proposals, a copy of which is attached hereto and incorporated herein. Section 4. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 23"DDAY OF APRIL, 2020. (Village Seal) ATTEST: ^ S VILLAGE CLERK MAYOR Corporate Office 566 Theatre Rd PO Box 179 St. Benedict, PA 15773. Plant 682 Cote Road Carroiltown, PA 15722 CARROUTOWN, PA FIREWORK DISPLAY CONTRACT Plant Office .10476 Sunset Dr. Dittmer, MO 63023 Village of North Palm Beach, located or doing business at 501 U.S. Highway, North Palm Beach, FL 33408, hereinafter referred to as the "sponsor", hereby agrees to purchase a fireworks display from Starf re Corporation, located at 682 Cole Road, Carrolltown, PA 15722, hereinafter referred to as the "company" on the terms and conditions set forth hereinafter. 1. Purchase Price. The sponsor will pay to the company the sum of 525.000.00 for the display, said sum to be paid as follows: a. The sum of $12,500.00, shall be paid on execution of this Contract by sponsor. b. The balance of the purchase price shall be paid following the display. c. In the event the balance of the purchase price is not paid within 30 days after its due date, all sums owed to the sponsor for the display will bear interest at the rate of 1.5% per month until paid in full. In addition to the foregoing, the sponsor shall pay all of the costs of collection of any amount due hereunder incurred by the company, including reasonable attorney's fees and court costs. d. Both parties to this Contract hereby agree that in the event there is any litigation between the sponsor and the company, said litigation shall be venued in the Courts located in Cambria County, Pennsylvania and construed in accordance with Pennsylvania law. 2. Display Date. The date of the display will be July 4, 2020. The rain date will be TBD. 3. Display Site. North Palm .Beach Country Club The sponsor shall provide an appropriate display site that meets the requirements of all applicable NFPA code sections and the applicable provisions of the Commonwealth of Pennsylvania Statutes and Regulations. Additionally, the site must be approved by the company and the authority having jurisdiction over the display. 4. Site Security. The sponsor shall provide police and/or crowd security personnel, proper parking supervision, and ensure adequate patrol of the safety zone as marked and secured by the sponsor until the company crew chief advises that this is no longer necessary. Company personnel shall have control of the firing area during the display (although security shall continue to be the sponsor's responsibility). The sponsor will be responsible for the cleanup of any fallout debris from the display; however, company personnel will dispose of the boxes brought to the site by the company and clean up, as much as possible, along the launch site. In the event any unauthorized persons or vehicles enter the safety zone, company personnel shall have the right to terminate the display. Immediately following the display company personnel will search the display area for any unexploded fireworks and safely dispose of any that are found. 5. Permits. The sponsor shall be responsible for obtaining all permits and governing body resolutions required for the display. 800-806-4486 11 814-344-9200 Office - 814-344-9222 fax - www.starfirecorporation.com Cromorate Office 566 Theatre Rd PO Box 179, St. Benedict, PA 15773 Plant 682 Cole Road Carrolltown, PA 15722 CARROUTOWN, PA FIREWORK DISPLAY CONTRACT Page 2 Plant/Office 10476 Sunset Dr. Dlttmer, MO 63023 6. Postponement or Cancellation of the Display. In the event of inclement weather or excessive winds on the date of the display, the parties hereto shall confer and if they agree that the weather or wind conditions require the show to be postponed, the show will be postponed to a mutually agreeable date in 2020. In the event the show cannot be fired on the postponed date or another mutually agreeable date in 2020, the sponsor will pay to the company a sum equal to 50% of the total show price. In the event the show is postponed on the day of the show there will be a postponement fee charged to the sponsor in an amount equal to the costs incurred by the company for transportation, insurance and labor, which sum will not exceed 10% of the total contract price for the show. Said fee shall be paid within 30 days of the date the show is postponed. 7. Insurance. The company shall have liability insurance in the amount of $10,000,000.00, workers compensation insurance and vehicle insurance. Proof of the foregoing insurances shall be provided to the sponsor when this contract is executed by both parties. 8. Personnel. The company shall provide sufficient trained personnel to set up, fire and break down the display in a workmanlike manner. 9. Miscellaneous. The company reserves the right to substitute product in the show with product equal to or greater in value at its discretion. The company shall not be responsible for events beyond its control, including the weather. In the event the Sponsor chooses to proceed with the display in inclement weather, the Sponsor shall be liable for any damaged equipment or products in addition to any postponement or cancellation fees. In the event the display is set up and it has to be postponed to the next day due to weather or wind conditions, the display will not be broken down. Additionally, the sponsor shall provide security for the site until the company crew arrives the next day to fire the show. The authorized representatives of the parties hereby agree to the aforementioned terms and conditions of this contract on the date and year set forth below. Starfire Corporation Village of North Palm Beach Signature 0 Signature Audrey Jean Terrizzi�.�'� Printed Name President Title 4 - t --- A 0.),� Date Printed Name '/%ef ti &� Title Date 800-806-4486 • 814-344-9200 Office a 814-344-9222 fax • www.starfirecorporation.com St wfire Corporation 682 Cole Road Carrolltown, PA 15722 Bill To VILLAGE OF NORTH PALM BEACH 501 US HIGHWAY 1 NORTH PALM, FL 33408 Invoice Date Invoice # 2/28/2020 52020-225 P.O. No. Terms Project Quantity Description Rate Amount 0.5 Customer deposit for: FIREWORKS DISPLAY ON JULY 4, 2020 PA Sales Tax 25,000.00 6.00% 123500.00 0.00 Thank you for your business. Total $12,500.00 CONTRACT This Contract is made as of the d day of `1'Jpr , 2020, by and between the VILLAGE OF NORTH PALM BEACH, a Florida municipaq corporation, hereinafter referred to as the VILLAGE, and STARFIRE CORPORATION, Pennsylvania corporation authorized to do business in the State of Florida, hereinafter referred to as CONTRACTOR, whose Federal Employer I.D. is: 25-1429138. In consideration of the promises and mutual covenants herein contained, it is hereby agreed that CONTRACTOR shall provide to the VILLAGE all goods and services requested under Request for Proposals for July 411 Fireworks Display and as further stated in CONTRACTOR's Proposal and pursuant to the terms and conditions of this Contract. ARTICLE 1. SERVICES OF CONTRACTOR. A. CONTRACTOR shall provide all goods and services as stated in the Request for Proposals and CONTRACTOR's Proposal, as incorporated herein by reference, to that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similar locality at the time the services are provided. B. CONTRACTOR certifies that it is licensed to perform the requested services in the State of Florida and Palm Beach County. CONTRACTOR shall comply with all applicable federal, state and local laws, ordinances, rules and regulations. C. CONTRACTOR shall provide the required goods and services in accordance with the following: 1. CONTRACTOR shall stage all necessary fireworks and equipment at the VILLAGE's designated location on or before July 4, 2020 (2021, 2022) so as to be able to provide the required services after sundown on that date. 2. In the event of inclement weather, CONTRACTOR shall provide the required services at the VILLAGE's designated location on July 5, 2020 (2021, 2022). 3. If inclement weather continues and the VILLAGE, in its sole discretion, decides not to reschedule the fireworks displays, the VILLAGE shall pay CONTRACTOR for the actual costs of goods and services provided to date, with said costs not to exceed fifty percent (50%) of the total compensation due to CONTRACTOR in accordance with Section 4 below. 4. CONTRACTOR shall obtain all required permits and inspections. To the extent permitted by law, the VILLAGE shall waive all VILLAGE permit and inspection fees. 5. CONTRACTOR shall be responsible for maintaining, storing and protecting all goods and equipment necessary for the fireworks displays from all acts of nature, theft, vandalism or other means of damage or destruction. 6. CONTRACTOR and the VILLAGE shall cooperate to secure a clear area for the fireworks display. However, CONTRACTOR shall be responsible for ensuring such area is consistent with all permitting and inspection requirements. 7. CONTRACTOR shall be responsible for removing and clearing all excess material from the fireworks display area, including any related debris. D. The services provided by CONTRACTOR shall be commenced subsequent to the execution and approval of this Contract and as stated in the Request for Proposals. ARTICLE 2. PERIOD OF SERVICE. A. CONTRACTOR shall provide all goods and services in accordance with the terms of the Request for Quotes and this Contract. Time is of the essence. B. In the event of unpreventable acts or occurrences wholly beyond the control of and attributable to CONTRACTOR or the VILLAGE, including, by way of example, acts of God, fire, flood, riots, war, terrorist activities, drought conditions, hurricanes or other severe and unforeseen storm events ("Force Majeure Events"), prevent the CONTRACTOR from performing the services contemplated by this Contract, the CONTRACTOR shall be excused from performance under the terms of this Contract and the VILLAGE shall be relieved from payment for such services. C. Notwithstanding the foregoing, CONTRACTOR shall not be entitled to an increase in 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 CONTRACTOR for hindrances or delays due solely to fraud, bad faith or active interference on the part of the VILLAGE or its agents. D. This Contract shall become effective upon approval by the VILLAGE Council and shall remain in effect for a period of three years, unless earlier terminated in accordance with Article 7. Any variation to the terms and conditions set forth herein shall be in writing and signed by both parties. E. The VILLAGE may cancel the July 4t-" fireworks display due to the ongoing COVID-19 pandemic by providing thirty (30) dpys' written notice to CONTRACTOR. The VILLAGE may reschedule the fireworks display to another date by providing a minimum of thirty(30) days' written notice of the alternate date to CONTRACTOR. If the VILLAGE does not provide CONTRACTOR with an alternate date prior to December 31, 2020, the term of this Contract shall automatically be extended by one (1) year and shall include the July 41-hfireworks display in the years 2021, 2022 and 2023, subject to the same terms and conditions, and the VILLAGE shall have no financial obligation to CONTRACTOR for 2020. ARTICLE 3. VILLAGE'S REPRESENTATIVE. Unless otherwise specified by the VILLAGE, the VILLAGE's representative shall be the Village Parks and Recreation Director. ARTICLE 4. COMPENSATION AND METHOD OF PAYMENT. A. The VILLAGE agrees to compensate CONTRACTOR for the provision of all goods and services set forth in the Request for Proposals and as stated in CONTRACTOR's Proposal in an amount not to exceed Twenty -Five Thousand Dollars and No Cents ($25,000.00) for each 2 year of the Contract. All fireworks displays shall conform with CONTRACTOR's Proposal submitted in response to the Request for Proposals. B. CONTRACTOR shall submit invoices to the VILLAGE for said compensation on dates 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. Services undertaken or expenses incurred that exceed the amount set forth in this Contract without prior written authorization from the VILLAGE shall be the sole 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. 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 goods have been provided and services 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 required goods and services. F. 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. 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 the 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/or its subcontractors, agents, servants or employees. B. The 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 the CONTRACTOR, nor shall this Contract be construed a waiver of sovereign immunity beyond the limited waiver provided in Section 768.28, Florida Statutes. 3 ARTICLE 6. 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. C. All of CONTRACTOR's personnel (and all sub -contractors) while on VILLAGE premises, will comply with all VILLAGE requirements governing conduct, safety, and security. ARTICLE 7. TERMINATION. This Contract may be cancelled by CONTRACTOR upon ninety (90) 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 thirty (30) days' prior written notice to CONTRACTOR. Unless CONTRACTOR is in breach of this Contract, CONTRACTOR shall be paid for services rendered to the VILLAGE's satisfaction through the date of termination. ARTICLE 8. FEDERAL AND STATE TAX. The VILLAGE is exempt from payment of Florida State Sales and Use Tax. CONTRACTOR shall not be exempted from paying sales tax to its suppliers for materials used to fill contractual obligations with the VILLAGE, nor is CONTRACTOR authorized to use the VILLAGE's Tax Exemption Number in securing such materials. ARTICLE 9. INSURANCE. CONTRACTOR shall be required to carry and maintain the following insurance coverage through the time it furnishes all required goods and services to the Village and completes its obligations under the contract: A. CONTRACTOR shall maintain Comprehensive General Liability Insurance with minimum coverage limits of $1,000,000 combined single limit of insurance per occurrence and $2,000,000 in the general aggregate for bodily injury and property damage and $2,000,000 in the general aggregate for products/completed operations. Comprehensive General Liability Insurance shall include endorsements for property damage, personal injury, contract liability, product liability and independent contractor coverage. B. CONTRACTOR shall maintain Comprehensive Automobile Liability Insurance in the minimum amount of $1,000,000 combined single limit for bodily injury and property damages liability to protect against claims which may arise from the ownership, use, or maintenance of owned and non -owned automobiles, including rented automobiles whether such operations be by CONTRACTOR or by anyone directly or indirectly employed by CONTRACTOR. C. CONTRACTOR shall carry Workers' Compensation Insurance and Employer's Liability Insurance for all employees as required by Florida Statutes. M All insurance, other than Worker's Compensation, to be maintained by CONTRACTOR shall specifically include the VILLAGE as an Additional Insured and shall require thirty (30) day prior notice to the VILLAGE in the event of cancellation. CONTRACTOR shall be responsible for any deductibles related to said insurance. ARTICLE 10. PAYMENT AND PERFORMANCE BOND. A. CONTRACTOR shall be required to furnish a payment and performance bond with a carrier duly licensed and authorized to do business in the State of Florida, equal to one hundred percent of the total amount of the contract to assure faithful performance and timely payments to all persons providing labor, materials or supplies used in the performance of the work. B. CONTRACTOR shall be required at all times to have a valid payment and performance bond in force covering the work being performed. A failure to have such a bond in force at any time shall constitute a default on the part of CONTRACTOR. A bond written by a surety, who becomes disqualified to do business in the State of Florida, shall automatically constitute a failure on the part of the selected proposer to meet the above requirements. ARTICLE 11. 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 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 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 trial by jury with respect to any litigation arising out of or in connection with this Contract. ARTICLE 13. INDEPENDENT CONTRACTOR RELATIONSHIP. CONTRACTOR is, and shall be, in the performance 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 CONTRACTOR's sole direction, supervision, and control. CONTRACTOR shall exercise control over the means and manner in which it and its employees perform the Work. ARTICLE 14. NONDISCRIMINATION. CONTRACTOR 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. ARTICLE 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. ARTICLE 16. AUTHORITY TO PROVIDE REQUIRED SERVICES. 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 services required under this Contract, and that it will at all times conduct its business and provide the services required under this Contract in a reputable manner. Proof of such licenses and approvals shall be submitted to the VILLAGE's representative upon request. ARTICLE 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. ARTICLE 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 CONTRACTOR of the VILLAGE's notification of a contemplated change, CONTRACTOR shall, in writing, provide a detailed estimate for the increase or decrease in cost due to the contemplated change. B. If the VILLAGE elects to make the change, the VILLAGE shall initiate a Contract Amendment and CONTRACTOR shall not commence work on any such change until such written amendment is signed by CONTRACTOR and approved and executed by the VILLAGE. ARTICLE 19. PROTECTION OF WORK AND PROPERTY. A. CONTRACTOR shall continuously maintain adequate protection of all goods and services provided pursuant to this Contract from damage, and shall protect the VILLAGE's on 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, CONTRACTOR shall provide any necessary materials to maintain such protection. B. 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 services are being performed and throughout the completion of such services. ARTICLE 20. 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: Andrew D. Lukasik, Village Manager 501 U.S. Highway One North Palm Beach, FL 33408 and if sent to CONTRACTOR shall be mailed to: Starfire Corporation Attn: Mark LaBella 682 Cole Road Carrolltown, PA 15722 The foregoing names and addresses may be changed if such change is provided in writing to the other party. ARTICLE 21. ENTIRETY OF CONTRACTUAL AGREEMENT. The VILLAGE and 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. ARTICLE 22. 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 23. WAIVER. 7 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 24. PREPARATION. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. ARTICLE 25. 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 26. EXHIBITS AND CONTRACT DOCUMENTS. Each exhibit and document referred to in this Contract forms an essential part of this Contract. The exhibits and other contract documents, if not physically attached, including, but not limited to the Request for Quotes and the CONTRACTOR's Quote/Proposal, should be treated as part of this Contract and are incorporated herein by reference. ARTICLE 27. LEGAL EFFECT. This Contract shall not become binding and effective until approved by the Village Council of the Village of North Palm Beach. ARTICLE 28. 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 29. 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 immediate termination: 1. The filing of any judgment lien against the assets of CONTRACTOR related to the performance of this Contract which is not satisfied, discharged or contested in a court of law within thirty (30) days from the date of notice to the CONTRACTOR; or 2. 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 8 permanent receiver or Trustee shall not be discharged within thirty (30) days from the date of appointment. 3. Due to circumstances within the control of the CONTRACTOR, CONTRACTOR fails to provide the goods and services required pursuant to 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 30. 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 31. 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 32. 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; NPBCLERKgVILLAGE-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 9 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. ARTICLE 33. REPRESENTATIONSBINDING 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. IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract as of the day and year first above written. CONTRACTOR: BY: / Print Name : 14ve rea Je&-n -7ir-o z z r ,1 Title: /� ESr j �w� VILLAGE OF NORTH PALM BEACH BY: SfJSAN BICKEL MAYOR ATTEST: JES CA GREEN VIL GE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 10 BY: LEONARD G. RUBIN VILLAGE ATTORNEY 11