Loading...
R2024-59 Approving The Butler Group of South Florida, LLC DBA Nextaff Contract for School Crossing GuardsRESOLUTION 2024-59 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT WITH THE BUTLER GROUP OF SOUTH FLORIDA, LLC D/B/A NEXTAFF TO PROVIDE SCHOOL CROSSING GUARD SERVICES PURSUANT TO PRICING ESTABLISHED IN AN EXISTING TOWN OF JUPITER AGREEMENT AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE CONTRACT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Staff recommended entering into a Contract for School Crossing Guard Services with The Butler Group of South Florida, LLC d/b/a Nextaff pursuant to the terms, conditions and pricing established in an existing Agreement with the Town of Jupiter (PD -2022- 001 -BA), thereby allowing for concurrent competitive purchasing pursuant to the Village's purchasing policies and procedures; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the Village and its residents. 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 School Crossing Guard Contract with The Butler Group of South Florida, LLC d/b/a Nextaff, a copy of which is attached hereto and incorporated herein, and authorizes the Mayor and Village Clerk to execute the Agreement on behalf of the Village. The estimated cost per school year is $97,156.80, with funds expended from Account No. A5711-33491 (Police — Contractual Services). Section 3. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 18TH DAY OF JULY, 2024. ATTEST: VtMA6E CLERK MAYOR Page 1 of 7 CONTRACT This Contract is made as of this 18th day of July, 2024, by and between the VILLAGE OF NORTH PALM BEACH, 501 U.S. Highway One, North Palm Beach, Florida 33408, a Florida municipal corporation (hereinafter “VILLAGE”), and THE BUTLER GROUP OF SOUTH FLORIDA, LLC D/B/A NEXTAFF, 4790 West Commercial Boulevard, Tamarac, Florida 33319, a Florida limited liability company (hereinafter “CONTRACTOR”). RECITALS WHEREAS, the VILLAGE requires the services of a contractor to provide School Crossing Guard Services; and WHEREAS, the Town of Jupiter, through its competitive selection process, awarded a School Crossing Guard Agreement to CONTRACTOR; and WHEREAS, the VILLAGE requested that CONTRACTOR provide the requested services based on the pricing established in the Jupiter Agreement; and WHEREAS, as authorized by the VILLAGE’s purchasing policies and procedures, the VILLAGE desires to retain CONTRACTOR’s services by “piggy-backing” the Jupiter 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. Jupiter Contract. The Town of Jupiter’s School Crossing Guard Agreement (PD-2022-001- BA) (“Jupiter Agreement”) with CONTRACTOR, is attached hereto is incorporated herein by reference. 3. CONTRACTOR’s Services. In accordance with the terms and conditions of the Jupiter Agreement and at the direction of the VILLAGE Police Department, CONTRACTOR shall provide school crossing guard services as may be necessary to implement the VILLAGE’s School Crossing Guard Program at a rate of $22.49 per hour. Assuming twelve (12) posts with two forty-five minutes shifts, with eight (8) of the locations requiring a third shift, the anticipated cost per school year is $97,156.80. The duty hours and locations shall be established by the VILLAGE. 4. Conflict of Terms and Conditions. Conflicts between documents shall be resolved in the following order of precedence: this Contract and the Jupiter Agreement. 5. Compensation to CONTRACTOR. 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 Docusign Envelope ID: FF54D9B4-96CB-41A4-B65D-93747E9324E9Docusign Envelope ID: 6A83116C-C7C1-4BC7-AD02-1B0CBF2BD07E Page 2 of 7 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 effective upon execution by both parties and shall remain in effect until June 15, 2028, unless terminated earlier in accordance with Section 6.B below. B. This Contract may be terminated by the VILLAGE or by CONTRACTOR by providing thirty 30) days’ written notice to the other party. 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 coverages required under the Jupiter Agreement, with the VILLAGE named as an additional insured. 8. Indemnification. A. CONTRACTOR shall indemnify, defend and save harmless the VILLAGE, its officers, agents and employees, form and against any and all liability, claims, demands, or damages, caused by a negligent act or omission, misfeasance, or malfeasance of CONTRACTOR, its school crossing guards, supervisory personnel, agents, servants or employees including fines, fees, expenses, penalties, or suit proceedings, actions and costs of action, and attorney’s fees for trial and for appeal, of any kind and nature arising or growing out of the actions of CONTRACTOR connected with the performance of this Contract, whether by act or omission of CONTRACTOR, its agents, servants, employees or others; unless said claim for liability is caused by the negligence, misfeasance or malfeasance of the VILLAGE or its agents or employees. B. CONTRACTOR shall pay all losses, claims, liens, settlement, or judgments of any nature whatsoever in connection with the foregoing indemnification, including, but not limited to, reasonable attorney’s fees (including appellate attorney’s fees and costs). The VILLAGE reserves the right to select its own counsel to conduct any defense in any such proceedings and all costs and fees associated therewith shall be the responsibility of CONTRACTOR under the indemnification agreement set forth herein. Nothing contained herein is intended to, nor shall it be construed as waiving the VILLAGE’s rights and immunities under the common law of Section 768.28, Florida Statutes, as may be amended from time to time. Docusign Envelope ID: FF54D9B4-96CB-41A4-B65D-93747E9324E9Docusign Envelope ID: 6A83116C-C7C1-4BC7-AD02-1B0CBF2BD07E Page 3 of 7 9. Compliance with all Laws, Regulations and Ordinances. In performing the services contemplated by this Contract, CONTRACTOR shall comply with all applicable federal, state, and local laws, regulations, and ordinances. 10. Independent Contractor. CONTRACTOR is, and shall be, in the performance of all Services under this Contract, an independent contractor, and not an employee, agent, or servant of the VILLAGE. All persons engaged in any of the Services 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 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 three (3) 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. Existing Employees. CONTRACTOR shall retain and employ the crossing guards currently employed by the VILLAGE provided that such employees desire such employment and pass the preemployment background and drug screening. 13. 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. 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 Docusign Envelope ID: FF54D9B4-96CB-41A4-B65D-93747E9324E9Docusign Envelope ID: 6A83116C-C7C1-4BC7-AD02-1B0CBF2BD07E Page 4 of 7 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 an unauthorized alien. 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 believe 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@VILLAGE-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. Docusign Envelope ID: FF54D9B4-96CB-41A4-B65D-93747E9324E9Docusign Envelope ID: 6A83116C-C7C1-4BC7-AD02-1B0CBF2BD07E Page 5 of 7 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. Remainder of page blank – signatures on next page] Docusign Envelope ID: FF54D9B4-96CB-41A4-B65D-93747E9324E9Docusign Envelope ID: 6A83116C-C7C1-4BC7-AD02-1B0CBF2BD07E Page 6 of 7 IN WITNESS WHEREOF, the VILLAGE and CONTRACTOR hereto have made and executed this Contract as of the day and year first above written. VILLAGE OF NORTH PALM BEACH By: ________________________________ SUSAN BICKEL MAYOR ATTEST: BY:________________________________ JESSICA GREEN VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: ________________________________ VILLAGE ATTORNEY THE BUTLER GROUP OF SOUTH FLORIDA, LLC D/B/A NEXTAFF By: Print Name:__________________________ Position:_____________________________ Docusign Envelope ID: FF54D9B4-96CB-41A4-B65D-93747E9324E9 Managing Member Buffy Butler Docusign Envelope ID: 6A83116C-C7C1-4BC7-AD02-1B0CBF2BD07E Page 7 of 7 AFFIDAVIT 1. I am over 18 years of age and otherwise competent to affirm the matters set forth in this Affidavit, which are based on my personal knowledge. 2. I am an officer or authorized representative of The Butler Group of South Florida, LLC d/b/a Nextaff. 3. The Butler Group of South Florida, LLC d/b/a Nextaff does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. Under the penalties of perjury, I declare that I have read the foregoing affidavit and that the facts stated in it are true. By: _____________________________ Print Name: Title: Docusign Envelope ID: FF54D9B4-96CB-41A4-B65D-93747E9324E9 Managing Member Buffy Butler Docusign Envelope ID: 6A83116C-C7C1-4BC7-AD02-1B0CBF2BD07E