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R2021-73 Lakeside Park Shoreline Stabilzation ContractRESOLUTION 2021-73 i A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT AWARD TO ENVIRONMENTAL QUALITY, INC. FOR STABILIZATION OF THE SHORELINE ON BOTH SIDES OF THE NORTH WALKOVER AT LAKESIDE PARK UTILIZING PRICING ESTABLISHED IN AN EXISTING SCHOOL DISTRICT OF PALM BEACH COUNTY CONTRACT FOR WETLANDS, PRESERVES AND PROTECTED SPECIES RELATED SERVICES AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE CONTRACT ON BEHALF OF THE VILLAGE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village is in need of contractor to stabilize the shoreline abutting each side of the north walkover at Lakeside Park; and WHEREAS, Village Staff recommended that the Contract be awarded to Environmental Quality, Inc. pursuant to pricing established in an existing Contract for Wetlands, Preserves and Protected Species Related Services with the School District of Palm Beach County (ITB No. 19C -66V); and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the citizens and residents 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 approves a Contract with Environmental Quality, Inc. for shoreline stabilization at Lakeside Park pursuant to pricing established in an existing Contract for Wetlands, Preserves and Protected Species Related Services with the School District of Palm Beach County (ITB No. 19C -66V) and authorizes the Mayor and Village Clerk to execute the Contract on behalf of the Village, a copy of which is attached hereto and incorporated herein. The total cost of this Contract shall not exceed $43,373.30, with funds expended from Account No. A8028-34620 (Parks & Recreation — R & M Building and Grounds). Section 3. This Resolution shall take effect immediately upon adoption. P ADOPTED THIS 8TH DAY OF SEPTEMBER, 2021. 01:' AryA f J} Villagg����l) Flv MAYOR YO VILLAG`CLERK CONTRACT This Contract is made as of this4� day ofy ��re. `AX 4, 2021, by and between the VILLAGE OF NORTH PALM BEACH, 501 U.S. Highway ane, North Palm Beach, Florida 33408, a Florida municipal corporation (hereinafter "VILLAGE"), and ENVIRONMENTAL QUALITY, INC., a Florida corporation, 212 N. U.S. Highway One, Suite 18, Tequesta, Florida 33469 (hereinafter "CONTRACTOR"), whose F.E.I. Number is 65-0242324. RECITALS WHEREAS, the VILLAGE is in need of a contractor to stabilize the shoreline abutting each side of the north walkover at Lakeside Park; and WHEREAS, the School District of Palm Beach County, through its competitive selection process, awarding a Contract for Wetlands, Preserves and Protected Species Related Services (ITB No. 19C -66V) ("School District Contract") to CONTRACTOR; and WHEREAS, the VILLAGE requested that CONTRACTOR provide the requested services based on the pricing established in the School District Contract; and WHEREAS, as authorized by the VILLAGE's purchasing policies and procedures, the VILLAGE desires to retain CONTRACTOR's services by "piggy -backing" the School District Contract, including all terms, conditions and pricing set forth therein. NOW THEREFORE, in consideration of the mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The parties agree that the recitals set forth above are true and correct and are fully incorporated herein by reference. 2. School District Contract. The School District's Contract for Wetlands, Preserves and Protected Species Related Services (ITB No. 19C -66V) with CONTRACTOR, attached hereto as Exhibit "A," is incorporated herein by reference. 3. CONTRACTOR's Services and Time of Completion. A. In accordance with the terms and conditions of the School District Contract and at the direction of the VILLAGE, CONTRACTOR shall perform the services in accordance with its Proposal for Emergency Shoreline Enhancesment/Restoration of North Staircase Area dated September 2021, a copy of which is attached hereto as Exhibit "B" and incorporated herein by reference. B. The total cost of such services shall not exceed $43,373.30. C. The services to be provided by CONTRACTOR shall be commenced subsequent to the execution and approval of this Contract by the VILLAGE and upon written notice from the VILLAGE to CONTRACTOR to proceed and shall be completed within sixty (60) days of receipt of the notice. 4. Conflict of Terms and Conditions. Conflicts between documents shall be resolved in the following order of precedence: Page 1 of 5 A. This Contract B. Exhibit "A" (School District Contract) C. Exhibit "B" (CONTRACTOR's Proposal) 5. Compensation to CONTRACTOR. Payments by the VILLAGE to CONTRACTOR under this Contract shall not exceed the amount of compensation stated in Section 3(B) above without prior written consent of the VILLAGE. CONTRACTOR shall submit invoices to the VILLAGE for review and approval by the VILLAGE's representative, indicating that goods and services have been provided and rendered in conformity with this Contract, and they then will be sent to the Finance Department for payment. Invoices will normally be paid within thirty (30) days following the VILLAGE representative's approval. CONTRACTOR waives consequential or incidental damages for claims, disputes or other matters in question arising out of or relating to this Contract. In order for both parties herein to close their books and records, CONTRACTOR will clearly state "final invoice" on CONTRACTOR's final/last billing to the VILLAGE. This certifies that all goods and services have been properly performed and all charges have been invoiced to the VILLAGE. Since this account will thereupon be closed, any and other further charges if not properly included in this final invoice are waived by CONTRACTOR. The VILLAGE will not be liable for any invoice from CONTRACTOR submitted thirty (30) days after the provision of all goods and services. 6. Term and Termination. A. This Contract shall be for the term as indicated in the School District Contract. Extensions or renewals to the School District Contract or any modification including new products, terms, or price changes to the School District Contract shall be submitted by CONTRACTOR to the VILLAGE for approval. In the event the School District Contract expires and no new contract is let by the City of School District, the VILLAGE reserves the right, upon written agreement with CONTRACTOR to renew this Contract under the same terms and conditions for an additional period of one (1) year. B. This Contract may be terminated by the VILLAGE, with or without cause, upon providing ten (10) days' notice to CONTRACTOR. This Contract may be terminated by CONTRACTOR upon providing thirty (30) days' notice to the VILLAGE. Upon any such termination, CONTRACTOR waives any claims for damages from such termination, including, but not limited to, loss of anticipated profits. Unless CONTRACTOR is in breach of this Contract, the VILLAGE shall pay CONTRACTOR for work performed and accepted through the date of termination. 7. Insurance. CONTRACTOR shall obtain and maintain during the term of this Contract all insurance required under'the SCHOOL DISTRICT Contract, with the VILLAGE named as an additional insured. 8. 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 CONTRACTOR and/or its subcontractors, agents, servants or employees. Page 2of5 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 limited waiver provided in § 768.28, Florida Statutes. 9. Compliance with all Laws, Regulations and Ordinances_. In performing the services contemplated by this Contract, CONTRACTOR shall obtain all required permits (if any) and comply with all applicable federal, state and local laws, regulations and ordinances, including, but by no means limited to, all requirements of the Village Code and the Florida Building Code. 10. Warranty/Guaranty. Unless a longer period is stated in the School District Contract, CONTRACTOR warrants that its goods and services provided under this Contract will be free of defects in materials and workmanship for a period of one (1) year following delivery and completion of those goods and services. 11. Access/Audits. CONTRACTOR shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing services pursuant to this Contract for at least five (5) years after termination 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 CONTRACTOR's place of business. Under no circumstances will CONTRACTOR be required to disclose any confidential or proprietary information regarding its products and service costs. 12. Miscellaneous Provisions. A. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that parties' right to enforce or exercise said right(s) at any time thereafter. B. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. The parties 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. C. If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to 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. Page 3 of 5 D. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. E. All notices required in this Contract shall be sent by certified mail, return receipt requested, and sent to the addresses appearing on the first page of this Contract. F. The VILLAGE and CONTRACTOR agree that this Contract sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. G. CONTRACTOR warrants and represents that CONTRACTOR and all subcontractors are in compliance with Section 448.095, Florida Statutes, as may be amended. CONTRACTOR has registered to use, and shall continue to use, the E -Verify System (E-Verify.gov) to electronically verify the employment eligibility of newly hired employees and has received an affidavit from each subcontractor stating that the subcontractor does not employ, contract with or subcontract with unauthorized aliens. If the VILLAGE has a good faith belief that CONTRACTOR has knowingly violated Section 448.09(1), Florida Statutes, the VILLAGE shall terminate this Contract pursuant to Section 448.095(2), Florida Statutes, as may be amended. If the VILLAGE has a good faith belief that a subcontractor has knowingly violated Section 448.09(1), Florida Statutes, but CONTRACTOR has otherwise complied, it shall notify CONTRACTOR, and CONTRACTOR shall immediately terminate its contract with the subcontractor. H. 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; NPBCLERK(- ILLAGE- 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 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 the CONTRACTOR does not transfer the records to the VILLAGE. Page 4of5 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. I. CONTRACTOR is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Contract, and in furtherance thereof, may demand and obtain records and testimony from CONTRACTOR and its subcontractors. CONTRACTOR understands and agrees that in addition to all other remedies and consequences provided by law, the failure of CONTRACTOR or its subcontractors to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of the Contract justifying termination. IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract as of the day and year first above written. ENVIRONMENTAL QUALITY, INC. By: Print Name: Ji', = i , i i►l - M0/2 -11, L Position: `l�3ssivls;iU`r" VILLAGE OF NORTH PALM BEACH By: 0l__- ARRYL AYBREY MAYOR ATTEST: BYE- VILLAGE CLEizk J APPROVED AS TO FORM AND LEGAL SUFFICIENCY" VILLAGE ATTORNEY Page 5 of 5