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R2022-40 Stormwater Master Plan Modeling and Design Implementation ContractRESOLUTION 2022-40 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING A CONSULTING CONTRACT WITH HAZEN AND SAWYER, P.C. FOR STORMWATER MASTER PLAN MODELING AND DESIGN IMPLEMENTATION SERVICES AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE CONTRACT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in accordance with Section 287.055, Florida Statutes ("Consultants' Competitive Negotiation Act") the Village issued a Request for Qualifications for Stormwater Master Plan Modeling and Design Implementation Consulting Services ("RFQ"); and WHEREAS, the Selection Committee evaluated the qualification statements submitted in response to the RFQ and recommended Hazen and Sawyer, P.C. as the top-ranked firm; and WHEREAS, at its April 14, 2022 meeting, the Village Council accepted the rankings of the Selection Committee, and Village Staff negotiated a Contract with the top-ranked firm; and WHEREAS, the Village Council wishes to approve a Consulting Services Contract with Hazen and Sawyer and determines that the adoption of this Resolution is in the best interests of the residents of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and are incorporated herein. Section 2. The Village Council hereby approves a Consulting Services Contract for Stormwater Master Plan Modeling and Design Implementation Services with Hazen and Sawyer, P.C., a copy of which is attached hereto and incorporated herein by reference, and authorizes the Mayor and Village Clerk to execute the Contract on behalf of the Village. The total cost shall not exceed $187,980.00, with funds expended from Account No. H7321-66215 (Stormwater Utility Fund — Stormwater Drainage System). Section 4. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 12TH DAY OF MAY, 2022. �bj TL/A'9 r r � • •` ATT VILLAGE CLERK Page 1 of 9 CONTRACT This Contract is made as of the 12th day of May, 2022 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 VILLAGE, and HAZEN AND SAWYER, P.C., a foreign corporation authorized to do business in the State of Florida, hereinafter CONSULTANT, whose Federal I.D. No is 13-2904652. WHEREAS, the VILLAGE issued a Request for Qualification (“RFQ”) pursuant to Section 287.055, Florida Statutes (“CCNA”), seeking a qualified firm to provide stormwater master plan modeling design services (“Services”) for the VILLAGE; and WHEREAS, based on the qualification statements submitted in response to the RFQ, the VILLAGE selected CONSULTANT as the most qualified firm to provide the Services; and WHEREAS, the VILLAGE and CONSULTANT subsequently engaged in contract negotiations, and CONSULTANT has agreed to provide the Services to the VILLAGE in accordance with the terms and conditions of this Contract. NOW, THEREFORE, in consideration of the 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 CONSULTANT. CONSULTANT shall perform the Services as outlined in CONSULTANT’s Scope of Services, a copy of which is attached hereto and incorporated herein by reference. The parties shall negotiate the price and any additional terms applicable to Phase 2 upon completion of Phase 1. 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 CONSULTANT completes all services within the Scope of Services to the satisfaction of the VILLAGE, unless otherwise terminated in accordance with Article 8. CONSULTANT shall complete Phase 1 of the Services within one (1) year of the issuance of the Notice to Proceed. ARTICLE 3. COMPENSATION AND METHOD OF PAYMENT. A. The VILLAGE agrees to compensate CONSULTANT for Phase 1 of the Services in the amount of One Hundred and Eighty-Seven Thousand Nine Hundred and Eighty Dollars and No Cents ($187,980.00). B. CONSULTANT shall invoice the VILLAGE on a monthly basis based on the Services performed. Invoices received from CONSULTANT pursuant to this Contract will be reviewed and approved by the VILLAGE’s representative, indicating that the Services have been provided and rendered in conformity with the Contract and then will be sent to the Finance Department for payment. DocuSign Envelope ID: 0F22FC2A-FE80-4B3D-AA7E-1C2318209FA5DocuSign Envelope ID: EA15E467-B8EC-4B7B-9100-971A49ABCC10 Page 2 of 9 CONSULTANT 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. Services 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 CONSULTANT. D. CONSULTANT 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, CONSULTANT will clearly state “final invoice” on CONSULTANT’s final/last billing to the VILLAGE. This certifies that all 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 CONSULTANT. The VILLAGE will not be liable for any invoice from CONSULTANT submitted thirty (30) days after the provision of the Services. ARTICLE 4. INSURANCE. A. Prior to execution of this Contract by the VILLAGE, CONSULTANT 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 CONSULTANT 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 CONSULTANT of its liability and obligations under this Contract. B. CONSULTANT 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 CONSULTANT. C. The CONSULTANT 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 CONSULTANT 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 CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 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 CONSULTANT shall specifically include the VILLAGE OF NORTH PALM BEACH as an “Additional Insured”. DocuSign Envelope ID: 0F22FC2A-FE80-4B3D-AA7E-1C2318209FA5DocuSign Envelope ID: EA15E467-B8EC-4B7B-9100-971A49ABCC10 Page 3 of 9 ARTICLE 5. PERSONNEL. A. CONSULTANT represents that it has, or will secure at its own expense, all necessary personnel required to perform the Services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the VILLAGE. B. All of the Services required hereunder shall be performed by CONSULTANT 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. ARTICLE 6. INDEMNIFICATION. A. To the fullest extent permitted by applicable laws and regulations, CONSULTANT 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 CONSULTANT pursuant to this Contract, including, but not limited to, those caused by or arising out of any act, omission, negligence or default of the CONSULTANT and its agents, servants or employees. B. CONSULTANT shall not be required to indemnify the VILLAGE, its officials, agents, servants and employees when the occurrence results from the 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 CONSULTANT, nor shall this Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida Statutes. ARTICLE 7. INDEPENDENT CONTRACTOR. CONSULTANT 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 CONSULTANT’s sole discretion, supervision and control, and CONSULTANT 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 CONSULTANT 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 CONSULTANT. 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 CONSULTANT. Unless CONSULTANT is in breach of this Contract, CONSULTANT 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, CONSULTANT shall: DocuSign Envelope ID: 0F22FC2A-FE80-4B3D-AA7E-1C2318209FA5DocuSign Envelope ID: EA15E467-B8EC-4B7B-9100-971A49ABCC10 Page 4 of 9 A. Stop Services on the date and to the extent specified; B. Terminate and settle all orders and subcontracts relating to the performance of the terminated Services; C. Transfer all Services in progress, completed Services, and other materials related to the terminated Services to the VILLAGE; and D. Continue and complete all parts of the Services that have not been terminated. ARTICLE 9. SUCCESSORS AND ASSIGNS. The VILLAGE and CONSULTANT 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 CONSULTANT 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 CONSULTANT. ARTICLE 10. ACCESS AND AUDITS. CONSULTANT 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 ARTICLE for the purpose of inspection or audit during normal business hours, at CONSULTANT’s place of business. In no circumstances will CONSULTANT 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 Attn: Andrew D. Lukasik, Village Manager Village Hall 501 U.S. Highway One North Palm Beach, FL 33408 DocuSign Envelope ID: 0F22FC2A-FE80-4B3D-AA7E-1C2318209FA5DocuSign Envelope ID: EA15E467-B8EC-4B7B-9100-971A49ABCC10 Page 5 of 9 and if sent to the CONSULTANT shall be mailed to: Hazen and Sawyer, P.C. Attn: Robert B. Taylor, Jr., Vice President 4000 Hollywood Boulevard, Suite 750N Hollywood, FL 33021 The foregoing names and addresses may be changed if such change is provided in writing to the other party. ARTICLE 13. ENTIRETY OF CONTRACTUAL AGREEMENT. The VILLAGE and CONSULTANT 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 CONSULTANT 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. DocuSign Envelope ID: 0F22FC2A-FE80-4B3D-AA7E-1C2318209FA5DocuSign Envelope ID: EA15E467-B8EC-4B7B-9100-971A49ABCC10 Page 6 of 9 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. ARTICLE 20. WAIVER OF SUBROGATION. CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT and its subconsultants. CONSULTANT understands and agrees that in addition to all other remedies and consequences provided by law, the failure of CONSULTANT or its subconsultants to fully cooperate DocuSign Envelope ID: 0F22FC2A-FE80-4B3D-AA7E-1C2318209FA5DocuSign Envelope ID: EA15E467-B8EC-4B7B-9100-971A49ABCC10 Page 7 of 9 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 CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. In performing services pursuant to this Contract, CONSULTANT shall comply with all relevant provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes, CONSULTANT 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 CONSULTANT 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 CONSULTANT or keep and maintain public records required by the VILLAGE to perform the services. If CONSULTANT transfers all public records to the VILLAGE upon completion of the Contract, CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONSULTANT keeps and maintains public records upon completion of the Contract, CONSULTANT 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 25. E-VERIFY CONSULTANT warrants and represents that CONSULTANT and all subconsultants are in compliance with Section 448.095, Florida Statutes, as may be amended. CONSULTANT 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 subconsultant stating that the subconsultant does not employ, contract with or subcontract with unauthorized aliens. If the VILLAGE has a good faith belief that CONSULTANT has DocuSign Envelope ID: 0F22FC2A-FE80-4B3D-AA7E-1C2318209FA5DocuSign Envelope ID: EA15E467-B8EC-4B7B-9100-971A49ABCC10 Page 8 of 9 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 subconsultant has knowingly violated Section 448.09(1), Florida Statutes, but CONSULTANT has otherwise complied, it shall notify CONSULTANT, and CONSULTANT shall immediately terminate its contract with the subconsultant. IN WITNESS WHEREOF, the VILLAGE and CONSULTANT hereto have made and executed this Contract as of the day and year first above written. CONSULTANT: HAZEN AND SAWYER, P.C. BY: Print Name: Title:_____________________________ BY: Print Name: Title:_____________________________ VILLAGE OF NORTH PALM BEACH BY: ________________________________ DEBORAH SEARCY MAYOR ATTEST: BY:________________________________ JESSICA GREEN VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: BY: ________________________________ VILLAGE ATTORNEY DocuSign Envelope ID: 0F22FC2A-FE80-4B3D-AA7E-1C2318209FA5DocuSign Envelope ID: EA15E467-B8EC-4B7B-9100-971A49ABCC10 Associate Vice President Janeen Wietgrefe Senior Vice President Robert Taylor