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2007-047 Village Hall Landscaping• RESOLUTION 2007-47 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL SUBMITTED BY PLANT HAVEN LANDSCAPE, INC. FOR SUPPLYING AND INSTALLING LANDSCAPING AT VILLAGE HALL AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN AGREEMENT RELATING TO SUCH SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE. • • WHEREAS, the Village issued an Request for Proposals for supplying and installing landscaping at Village Hall; and WHEREAS, upon opening the proposals received, Village Administration recommended accepting the proposal submitted by Plant Haven Landscape, Inc. at a cost not to exceed $45,182.00; and WHEREAS, the Village Council determines that the acceptance of the proposal recommended by Village Administration 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 of the Village of North Palm Beach, Florida, hereby accepts the proposal submitted by Plant Haven Landscape, Inc. ("Contractor") at a total cost not to exceed $45,182.00, to be expended from Village Account No. K5500-66210. The Village Council further authorizes the Mayor and Village Clerk to execute an agreement with the Contractor for the performance of such services. Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 12th DAY OF APRIL, 2007. -, •,., ~% ., ,~ •- ''•. ~ ,(village Seal) ` .. ~ (~I;II~l. s ~„ ,~~ ~~~ •~'` t . ATTE~:F~ ~' ,' ,~~ ,~ ~- ~i~~%G VILLA E CLERK CONTRACT FOR INSTALLATION OF VILLAGE HALL LANDSCAPING THIS CONTRACT is made as of the a~.~jQGC day of , 2007, by and between the VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation (hereinafter referred to as "VILLAGE"); and Landscapes of Distinction, Inc., a Florida corporation (hereinafter referred to as "CONTRACTOR"), whose Federal Employer Identification Number is 11-3687899. In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE 1-SERVICES The CONTRACTOR'S responsibility under this Contract is to supply and install landscaping materials for Village Hall as outlined in the VILLAGE's Request for Proposal, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference. The Village's representative for this Contract is Charles Cangianelli, Community Development Director. ARTICLE 2-SCHEDULE The CONTRACTOR shall commence its services upon issuance of a Notice to Proceed by the Village and shall coordinate its work schedule with the VILLAGE. ARTICLE 3-PAYMENTS TO CONTRACTOR A. Generally - The VILLAGE agrees to compensate the CONTRACTOR in accordance with the proposal submitted by the CONTRACTOR, a copy of which is attached hereto as Exhibit "B" and incorporated herein by this reference. The total and cumulative amount of this Contract shall not exceed the amount of funds budgeted for these services. B. Payments -Invoices received from the CONTRACTOR pursuant to this Contract will be reviewed and approved by the VILLAGE'S representative, indicating that services have been 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. Final Invoice - In order for both parties herein to close their books and records, the CONTRACTOR will clearly state "final invoice" on the CONTRACTOR'S final/last billing to the VILLAGE. This certifies that all goods have been provided, 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 the CONTRACTOR. ARTICLE 4-TERMINATION This Contract may be cancelled by the CONTRACTOR upon thirty (30) 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 the CONTRACTOR. It may also be terminated, in whole or in part, by the VILLAGE, with or without cause, upon thirty (30) days written notice to the CONTRACTOR. Unless the CONTRACTOR is in breach of this Contract, the CONTRACTOR 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, the 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. D. Continue and complete all parts of the work that have not been terminated. ARTICLE 5-PERSONNEL The CONTRACTOR 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. All of the services required hereunder shall be performed by the CONTRACTOR 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. The CONTRACTOR warrants that all services shall be performed by skilled and competent personnel to the highest professional standards in the field. ARTICLE 6-FEDERAL AND STATE TAX The VILLAGE is exempt from payment of Florida State Sales and Use Tax. The CONTRACTOR shall not be exempted from paying sales tax to its suppliers for materials used to fill contractual obligations with the VILLAGE, nor is the CONTRACTOR authorized to use the VILLAGE'S Tax Exemption Number in securing such materials. The CONTRACTOR shall be responsible for payment of its own employees' payroll, payroll taxes, and benefits with respect to this contract. ARTICLE 7-INSURANCE A. Prior to execution of this Contract by the VILLAGE, the CONTRACTOR shall provide certificates evidencing insurance coverage as required by the Request for Proposal. 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 the Request for Proposal 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. B. The CONTRACTOR shall carry Workers' Compensation Insurance and Employer's Liability Insurance for all employees as required by Florida Statutes. C. All insurance, other than Worker's Compensation, to be maintained by the CONTRACTOR shall specifically include the VILLAGE as an "Additional Insured". ARTICLE 8-INDEMNIFICATION The CONTRACTOR shall indemnify and save harmless and defend the VILLAGE, its agents, servants, and employees from and against any and all claims, liability, losses, and/or cause of action which may arise from any negligent act or omission of the CONTRACTOR, its agents, servants, or employees in the performance of services under this Contract. The CONTRACTOR further agrees to indemnify, save harmless and defend the VILLAGE, its agents, servants and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising out of any conduct or misconduct of the CONTRACTOR its agents, servants, or employees not included in the paragraph above and for which the VILLAGE, its agents, servants or employees are alleged to be liable. Nothing contained in this provision shall be construed or interpreted as consent by the VILLAGE to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28, Florida Statutes. ARTICLE 9-REMEDIES 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. ARTICLE 10-INDEPENDENT CONTRACTOR RELATIONSHIP The CONTRACTOR is, and shall be, in the performance of all work, services and/or activities under this Contract, an Independent Contractor, and not an employee, agent, or servant of the VILLAGE. All persons engaged in any of the work, services and/or activities performed pursuant to this Contract shall at all times, and in all places, be subject to the CONTRACTOR'S sole direction, supervision, and control. The CONTRACTOR shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the CONTRACTOR's relationship and the relationship of its employees, agents, or servants to the VILLAGE shall be that of an Independent Contractor and not as employees or agents of the VILLAGE. The CONTRACTOR does not have the power or authority to bind the VILLAGE in any promise, agreement or representation other than as specifically provided for in this agreement. ARTICLE 11-NONDISCRIMINATION The 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 12- 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 13- 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: Charles Cangianelli, Community Development Director Village of North Palm Beach 501 U.S. Highway One North Palm Beach, FL 33408 With a copy to: Jimmy Knight, Interim Manager 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: Plant Haven Landscape, Inc. 708 Easter Avenue Fort Pierce, Florida 34950 ARTICLE 14- ENTIRETY OF CONTRACTUAL AGREEMENT The VILLAGE and the 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. No change to the scope of services set forth in the Request for Proposal shall be effective unless such change order is presented in writing and approved by the VILLAGE in writing. ARTICLE 15- WARRANTY/GUARANTY CONTRACTOR warrants that its supply of goods and its performance of services under this Contract will be free of defects in materials and workmanship for a period of one hundred and eight (180) days following completion of those Services or as otherwise provided in the Request for Proposal. ARTICLE 16 -PROTECTION OF WORK AND PROPERTY The CONTRACTOR shall continuously maintain adequate protection of all work from damage, and shall protect the VILLAGE'S 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, the CONTRACTOR shall provide any necessary materials to maintain such protection. Until acceptance of the work by the VILLAGE, the VILLAGE'S property shall be under the charge and care of the CONTRACTOR and the CONTRACTOR shall take every necessary precaution against injury or damage to the work by the action of elements or from any other cause whatsoever, and the CONTRACTOR shall repair, restore and make good, without additional work occasioned by any of the above causes before its completion and acceptance. ARTICLE 17 - 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. ARTICLE 18 -CONTRACT DOCUMENTS AND CONTROLLING PROVISIONS This Contract consists of the Request for Proposal, the CONTRACTOR'S Response to the Request for Proposal and this Contract. The CONTRACTOR agrees to be bound by all the terms and conditions set forth in the aforementioned documents. To the extent that there exists a conflict between this Contract and the remaining documents, the terms, conditions, covenants, and/or provisions of this Contract shall prevail. Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid conflicts between provisions of the various documents. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. VILLAGE OF NORTH PALM BEACH Witnesses: Print Name: ~ O~tl tQ Q~ uc~1 Pr' Na e: By: ~ DWAR M. EIS EY, MA OR'"~ , ,,~`' , , , , a . ~~ (VILLAGE SEAL) " ' ;~ ~~ ~ I I ~ ; ~ , ~ . 4; ~. ~ ~~ ~~ ATTEST: `". ~~''""` By: ~ VILLAGE CLERK CONTRACTOR: By: Na ~ a~•_ r'a9a.~cr Title: C'l ~,. ~ 1-[avf~. L.a,,.F,{ Sc~,~- l~