R2022-42 Hurricane Disaster Debris AgreementRESOLUTION 2022-42
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, APPROVING AN AGREEMENT WITH PHILLIPS AND
JORDAN, INC. FOR HURRICANE/DISASTER DEBRIS REMOVAL, REDUCTION
AND DISPOSAL IN ACCORDANCE WITH THE TERMS, CONDITIONS AND
PRICING SET FORTH IN AN EXISTING AGREEMENT WITH THE SOLID WASTE
AUTHORITY OF PALM BEACH COUNTY; AUTHORIZING THE MAYOR AND
VILLAGE CLERK TO EXECUTE THE AGREEMENT ON BEHALF OF THE
VILLAGE; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village wishes to obtain debris removal, reduction and disposal services in the event of
a hurricane or disaster; and
WHEREAS, in obtaining such services, the Village wishes to piggy -back an existing agreement between
Phillips and Jordan, Inc. ("Contractor") and the Solid Waste Authority of Palm Beach County
(Agreement No. 22-201C) ("SWA Contract"); and
WHEREAS, Contractor has agreed to provide the Village with debris removal, reduction and disposal
services under the same terms and conditions as the SWA Contract; and
WHEREAS, the Village determines that the execution of an Agreement with Contractor, incorporating
the terms and conditions of the SWA Contract, is in the best interests of the public health, safety and
welfare.
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 of the Village of North Palm Beach, Florida, hereby approves an
Agreement between the Village and Phillips and Jordan, Inc. to provide hurricane/disaster debris
removal, reduction and disposal services and authorizes the Mayor and Village Clerk to execute the
Agreement on behalf of the Village. A copy of the Agreement is attached hereto and incorporated herein
by reference.
Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed
to the extent of such conflict.
Section 4. This Resolution shall take effect immediately upon adoption.
PA PTED THIS 26"HDAY OF MAY, 2022.
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AGREEMENT FOR HURRICANE/DISASTER DEBRIS
REMOVAL, REDUCTION AND DISPOSAL
THIS AGREEMENT is made as of this26thday of May, 2022, by and between the
VILLAGE OF NORTH PALM BEACH, 501 U.S.Highway One, North Palm Beach, Florida
33408,a Floridamunicipal corporation (“VILLAGE”), and Phillips and Jordan, Inc., 10142
Parkside Drive, Suite 500, Knoxville, Tennessee 37922, aforeign corporation authorized to do
business in the State of Florida (“CONTRACTOR”), whose Federal Employer Identification
Numberis56-0694573.
RECITALS
WHEREAS, the VILLAGE is in need of a contractor to provide debris removal, reduction
and disposal services in the event of ahurricane or other natural disaster; and
WHEREAS, the Solid Waste Authority of Palm Beach County(“SWA”),through its
competitive selection process,awarded County Contract No. 22-201Cto CONTRACTORfor the
County’s debris removal, reduction and disposal (“SWA Contract”); and
WHEREAS, CONTRACTORhas agreed to providesuch services to the VILLAGE based
on the terms and conditions, including pricing, set forth in the SWA Contract; and
WHEREAS, the VILLAGE desires to accept CONTRACTOR’s proposal by piggy-
backing the SWA Contract as authorized by the VILLAGE’s purchasing policies and procedures.
NOW THEREFORE, in consideration of the mutual promises set forth herein,and other
good and valuable consideration,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. Solid Waste Authority of Palm Beach County Contract.
The parties agree and acknowledge that this Agreement incorporates and includes all of the terms
and conditions, including pricing,set forth in Hurricane/Disaster Debris Removal, Reduction and
Disposal Agreement No. 22-201C dated May 4, 2022 between the Solid Waste Authority of Palm
Beach County and CONTRACTOR(“SWA Contract”),a copy of which is attached hereto as
Exhibit “1”and incorporated herein by this reference.
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3. CONTRACTOR’sPerformance
CONTRACTORshall provide those services set forth in the Scope of Services incorporated into
the SWA Contract as may be specifically requested upon written notice from the VILLAGE.
4. Compensation to CONTRACTOR.
A.Payments by the VILLAGE to CONTRACTORunder this Agreement shall not exceed the
Fee Schedule set forth in the SWA Contract.
B.For work performed pursuant to this Agreement, CONTRACTORshall submit invoices to
the VILLAGE on at least a monthly basis for review and approvalby the VILLAGE’s
representative, indicating that the services have been provided and rendered in conformity with
this Agreement. The invoices shall be transmitted to the Finance Department for payment.
C.Invoices will normally be paid within thirty (30) days following the VILLAGE
representative’s approval.CONTRACTORwaives consequential or incidental damages for
claims, disputes or other matters in question arising out of or relating to this Agreement. In order
for both parties herein to close their books and records, CONTRACTORwill clearly state “final
invoice” onCONTRACTOR’sfinal/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 CONTRACTOR. The VILLAGE will not be liable for any invoice
from CONTRACTORsubmitted thirty (30) days after the provision of all services.
5.Period and Renewals.
This Agreement shall be for the term as indicated in the SWA Contract, effective upon execution
by both parties. Extensions or renewals to theSWAContract or any modification including new
products, terms, or price changes to the SWAContract shall be submitted by CONTRACTORto
the VILLAGE for approval.In the SWA Contract expires and no new contract is let by the County,
the VILLAGE reserves the right, upon written agreement with CONTRACTORto renew this
Agreement under the same terms and conditions for an additional period of one (1) year.All prior
Agreements between the VILLAGE and CONTRACTORare hereby repealed as of the effective
date of this Agreement.
6.Insurance.
CONTRACTORshall obtain and maintain during the term of this Agreement all insurance
required under the SWA Contract,with the VILLAGE named as an additional insured.
7.Indemnification.
To the fullest extent permitted by applicable laws and regulations, CONTRACTORshall
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
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of or in any way related to the services furnished by CONTRACTORpursuant to this Agreement,
including, but not limited to, those caused by or arising out of any act, omission, negligence or
default of CONTRACTORand/or its subcontractors, agents, servants or employees.
CONTRACTORshall 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 provided for in this Agreementas well as the termination of this
Agreement for any reason. Nothing contained in this Agreementshall create acontractual
relationship with or a cause of action in favor of a third party against either the VILLAGE or
CONTRACTOR, nor shall this Agreementbe construed a waiver of sovereign immunity beyond
the limited waiver provided in § 768.28, Florida Statutes.
8. Contract Administration.
The services of CONTRACTORshall be under the general direction of the VILLAGE’s Director
of Public Works, who shall act as the VILLAGE’s representative during the terms of this
Agreement.
9.Conflict of Terms and Conditions.
In the event of any conflict between the terms and conditions of this Agreement and the terms and
conditions of the SWA Contract, the terms and conditions of this Agreement shall control.
10.MiscellaneousProvisions.
A.Failure of a partyto enforce or exercise any of its right(s) under this Agreement shall not be
deemed a waiver ofthat parties’ right to enforce or exercise said right(s) at any time thereafter.
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.If any legal action or other proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation in connection with any
provisions of this Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorney’sfees, 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 otherrelief to which
such party or parties may be entitled.
D.All notices, demands, communications or requests required or permitted under this
Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid,
to the addresses appearing on the first page of this Agreement.
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E.The VILLAGE and CONTRACTORagree that this Agreementsets 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 Agreementmay be
added to, modified, superseded or otherwise altered, except by written instrument executed by the
parties hereto.Any provision of this Agreementwhich is of a continuing nature or imposes an
obligation which extends beyond the term of this Agreementshall survive its expiration or earlier
termination.
F.In performing services pursuant to this Contract, CONTRACTORshall comply with all
relevant provisions of Chapter 119, Florida Statutes.IF CONTRACTORHAS
QUESTIONS REGARDING THEAPPLICATION OFCHAPTER 119, FLORIDA
STATUTES, TOCONTRACTOR’SDUTYTOPROVIDE PUBLIC RECORDS
RELATING TOTHISCONTRACT, CONTACT THECUSTODIAN OFPUBLIC
RECORDS AT: (561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR501
U.S. HIGHWAY ONE, NORTH PALMBEACH, FL 33408.
As required by Section 119.0701, Florida Statutes, CONTRACTORshall:
1)Keep and maintain public recordsrequired 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 areasonable time at acost 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
CONTRACTORdoes 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 CONTRACTORor keep and maintain public records
required by the VILLAGE to perform the services. If CONTRACTORtransfers
all public records to the VILLAGE upon completion of the Contract,
CONTRACTORshall destroy any duplicate public records that are exempt or
confidential and exempt from public recordsdisclosure requirements. If
CONTRACTORkeeps and maintains public records upon completion of the
Contract, CONTRACTORshall 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.
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IN WITNESS WHEREOF, the VILLAGE and CONTRACTORhereto have made and executed
this Agreement for Disaster Debris Management and Support Services for the Village of North
Palm Beachas of the day and year first above written.
CONTRACTOR:
PHILLIPS AND JORDAN, INC.
BY:
Print Name:__________________________
Position:_____________________________
VILLAGE:
VILLAGE OF NORTH PALM BEACH
BY: ________________________________
DEBORAH SEARCY
MAYOR
ATTEST:
BY:________________________________
JESSICA GREEN,
VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
BY: ________________________________
LEONARD G. RUBIN
VILLAGE ATTORNEY
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MORGAN PIERCE
SR Vice President
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